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EXHIBIT 10.48
AIRCRAFT GENERAL TERMS AGREEMENT
AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
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TABLE OF CONTENTS
PAGE
ARTICLES NUMBER
-------- ------
1. Subject Matter of Sale 1
2. Price, Taxes and Payment 2
3. Regulatory Requirements and Certificates 3
4. Detail Specification; Changes 5
5. Representatives, Inspection, Flight Tests, Test Data
and Performance Guarantee Compliance 5
6. Delivery 8
7. Excusable Delay 8
8. Risk Allocation/Insurance 10
9. Assignment, Resale or Lease 11
10. Termination for Certain Events 14
11. Notices 14
12. Miscellaneous 15
EXHIBITS
A Buyer Furnished Equipment Provisions Document
B Customer Support Document
C Product Assurance Document
D Escalation Adjustment to Airframe Price and Optional Features Price
APPENDICES
I Sample Insurance Certificate
II Sample Purchase Agreement Assignment
III Sample Manufacturer's Consent and Agreement to Assignment of
Warranties
IV Sample Post-Delivery Sale Notice
V Sample Contractor Confidentiality Agreement
VI Sample ▇▇▇▇ of Sale
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AIRCRAFT GENERAL TERMS AGREEMENT
Relating to
BOEING AIRCRAFT
This Aircraft General Terms Agreement Number (hereinafter,
together with its exhibits, appendices and letter agreements referred to as the
AGTA) dated as of October ____, 1997, between The Boeing Company (hereinafter,
together with its successors and permitted assigns referred to as Boeing) and
American Airlines, Inc. (hereinafter, together with its successors and permitted
assigns referred to as Customer) will apply to all Boeing Aircraft and related
goods and services contracted for purchase between Boeing and Customer pursuant
to any purchase agreement which expressly incorporates the terms and conditions
of the AGTA. Capitalized terms used herein but not otherwise defined in this
AGTA shall have the meanings assigned thereto in Exhibit C to the applicable
purchase agreement referenced in the preceding sentence.
Article 1. Subject Matter of Sale.
1.1 Aircraft and Related Goods and Services. Boeing will
manufacture and sell to Customer and Customer will purchase from Boeing, under
the applicable Purchase Agreement, Aircraft and other things. The "other things"
referred to in the preceding sentence shall mean data, documents, software,
training, tools, parts, systems, accessories, equipment, services, and things
which are not installed in and therefore are not part of the Aircraft.
1.2 Buyer Furnished Equipment. The Buyer Furnished Equipment
Provisions Document attached as Exhibit A hereto contains the obligations of
Customer and Boeing with respect to equipment, parts, accessories, and other
things purchased and provided by Customer, which Boeing will receive, inspect,
store and install in an Aircraft before delivery to Customer. This equipment is
defined as Buyer Furnished Equipment (BFE).
1.3 Customer Support. The Customer Support Document attached as
Exhibit B hereto contains the obligations of Boeing relating to data, documents,
software, training, services and other things required for operation,
maintenance, and engineering in support of the Aircraft and Customer.
1.4 Product Assurance. The Product Assurance Document attached as
Exhibit C hereto contains the obligations of Boeing and the suppliers of
equipment installed in each Aircraft at delivery or provided thereafter pursuant
to the Product Assurance Document relating to warranties, patent indemnities,
software copyright indemnities, Boeing interface commitments, service life
policies, and other things.
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Article 2. Price, Taxes and Payment.
2.1 Price.
2.1.1 Airframe Price. Airframe Price is defined as the
price of the airframe for a specific model of Aircraft described in a Purchase
Agreement. (For Model 737-600, 737-700 and 737-800 aircraft, the Airframe Price
includes Engine Price.)
2.1.2 Optional Features Prices. Optional Features
Prices are defined as the prices for Optional Features selected in writing by
Customer for a specific model of Aircraft and described in a Purchase Agreement.
2.1.3 Engine Price. Engine Price is defined as the
price set by the Engine Supplier for a specific Engine to be installed on the
model of Aircraft described in a Purchase Agreement (not applicable to Models
737-600, 737-700 and 737-800 aircraft).
2.1.4 Aircraft Basic Price. Aircraft Basic Price is
defined as the sum of the Airframe Price, the Engine Price (for Models 737-600,
737-700 and 737-800 aircraft, the Engine Price is included in the Airframe
Price) and the Optional Features Prices.
2.1.5 Escalation Adjustment. Escalation Adjustment is
defined as the aggregate price adjustment to the Airframe Price (for Models
737-600, 737-700 and 737-800 aircraft, the Engine Price is included in the
Airframe Price), Optional Features Prices, and Engine Price (for other than 737
models). The price adjustment to the Airframe Price and Optional Features Prices
will be calculated using the economic price formula contained in the Escalation
Adjustment to Airframe Price and Optional Features Price Document attached as
Exhibit D hereto (Airframe Escalation Adjustment Document). The price adjustment
to the Engine Price (not applicable to Model 737-600, 737-700 and 737-800
aircraft) will be calculated using the economic price formula contained in
Supplemental ▇▇▇▇▇▇▇ ▇▇▇ to the applicable Purchase Agreement.
2.1.6 Advance Payment Base Price. Advance Payment Base
Price is the amount set forth in Table 1 to the applicable Purchase Agreement
and is intended to be an estimate of the Aircraft Price to be used solely for
calculation of the amount of the Advance Payment in respect of an Aircraft. The
Advance Payment Base Price is determined using commercial forecasts for the
indices used in the calculation of the Escalation Adjustment. Such amount may be
adjusted from time to time in accordance with provisions of the applicable
Purchase Agreement.
2.1.7 Aircraft Price. Aircraft Price is defined as the
total amount Customer is to pay for an Aircraft which is the sum of the Aircraft
Basic Price, the Escalation Adjustment and other price adjustments made pursuant
to the applicable Purchase Agreement.
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2.2 Taxes. Taxes are defined as all taxes, fees, charges or duties
and any interest, penalties, fines or other additions to tax (other than any
such interest, penalties, fines or additions resulting from the failure of
Boeing to pay any such tax, unless such nonpayment is directed in writing by
Customer), including, but not limited to sales, use, value added, gross
receipts, stamp, excise, transfer and similar taxes, imposed on Boeing by any
domestic or foreign taxing authority arising out of or in connection with the
sale, delivery, transfer or storage for the benefit of Customer of any aircraft,
BFE, or goods and services furnished under the applicable Purchase Agreement.
Except for U.S. federal income taxes and Washington State business and
occupation taxes imposed on Boeing, Customer will be responsible for filing all
tax returns, reports and declarations and for paying all Taxes.
If claim is made against Boeing for any such tax, Boeing will promptly notify
Customer. If seasonably requested by Customer in writing, Boeing will, at
Customer's expense, take such action as Customer may reasonably direct with
respect to such claim, and any payment by Boeing of such tax shall be made under
protest, if protest is necessary and proper. If payment is made, Boeing will, at
Customer's expense, take such action as Customer may reasonably direct to
recover such payment and shall, if requested, permit Customer in Boeing's name
to file a claim or prosecute an action to recover such payment.
2.3 Payment.
2.3.1 Advance Payment Schedule. Customer will make
Advance Payments to Boeing for each Aircraft in the amounts and on the dates
indicated in the Advance Payment schedule set forth in the applicable Purchase
Agreement.
2.3.2 Payment at Delivery. The amounts of the Advance
Payments including any Deposits paid prior to delivery by Customer for an
Aircraft will be applied to the Aircraft Price at delivery of each such
Aircraft. Any unpaid balance of the Aircraft Price is due at the time of
delivery of each Aircraft.
2.3.3 Form of Payment. Customer will make all payments
to Boeing under the applicable Purchase Agreement by unconditional deposit of
United States Dollars in a bank account in the United States mutually acceptable
to Customer and Boeing.
2.3.4 Monetary and Government Regulations. Customer is
responsible for complying with all monetary control regulations applicable to
Customer, and for obtaining necessary governmental authorizations related to
payments obligations under this Article 2.
Article 3. Regulatory Requirements and Certificates.
3.1 Certificates. Boeing will manufacture each Aircraft to conform
to the appropriate Type Certificate for the specific model of Aircraft and will
obtain from the
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FAA and furnish to Customer at delivery of each Aircraft a Standard
Airworthiness Certificate. Boeing will provide to Customer the Standard
Airworthiness Certificate at Boeing's expense except as provided in Sections 3.2
and 3.3 herein.
Boeing shall obtain any additional certificates required to be obtained by the
manufacturer of commercial aircraft to permit operation of the Aircraft under
those requirements of the FAA regulations generally applicable to aircraft
manufacturers.
If the use of any of the certificates identified in this Article 3
(Certificates) is discontinued during the performance of this AGTA, thereafter
reference to such discontinued Certificates will be deemed a reference to any
other certificate or instrument issued by the FAA which corresponds to such
Certificate or, if there should not be any such other certificate or instrument,
then Boeing will be deemed to have obtained such discontinued Certificate upon
demonstrating that each Aircraft complies substantially with the FAA
requirements for such discontinued Certificate.
3.2 FAA Manufacturer Changes.
3.2.1 Definition of Manufacturer Change. A
Manufacturer Change is defined as any change or modification to or testing of an
Aircraft required by any United States Governmental Authority including the FAA
pursuant to any United States law or Governmental Regulation or requirement or
interpretation thereof by any United States Governmental Authority in order to
obtain the Standard Airworthiness Certificate or to obtain the Type Certificate.
3.2.2 Incorporation of Manufacturer Change. Any
Manufacturer Change will be incorporated in each Aircraft prior to delivery. All
such Manufacturer Changes shall be at no charge to Customer unless (i) the
requirement is enacted after the date of the applicable Purchase Agreement, and
(ii) the affected Aircraft is scheduled for delivery to Customer more than
eighteen (18) months after the date of such Purchase Agreement or after the
issuance of the Type Certificate for the model of aircraft, whichever is later,
in which event Customer will pay Boeing's reasonable price for such change
incorporated in an Aircraft.
3.3 FAA Operator Changes.
3.3.1 Definition of Operator Changes. Operator Changes
are defined as changes that are required by Federal Aviation Regulations which
(i) are generally applicable to transport category aircraft to be used in United
States certified air carriage and (ii) require compliance on or before the date
of delivery of the Aircraft. Boeing will deliver each Aircraft with, at Boeing's
option, the Operator Changes incorporated or with suitable provisions for the
incorporation of Operator Changes as set forth in the applicable Detail
Specification. Boeing agrees to use all commercially reasonable efforts to
deliver the Aircraft with the Operator Changes incorporated.
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3.3.2 Cost of Operator Changes. Customer will pay
Boeing's reasonable price for any Operator Changes incorporated in an Aircraft.
3.3.3 No Waiver. Nothing contained in this Article 3
shall be construed so as to impair any obligation of Boeing under any warranty
and other provisions contained in the Product Assurance Document.
Article 4. Detail Specification; Changes.
4.1 Configuration Changes. The Detail Specification is defined as
the Boeing document, as amended from time to time, that describes the
configuration of each Aircraft purchased by Customer and which is referenced in
Table 1 of each Purchase Agreement. The Aircraft will be manufactured by Boeing
in accordance with the applicable Detail Specification. The Detail Specification
for each Aircraft may be amended (i) by Boeing to reflect the incorporation of
Manufacturer Changes and Operator Changes or (ii) by the mutual written
agreement of the parties. Prior to making any amendment to the Detail
Specification in accordance with this Section 4.1, Boeing will furnish the
Customer with a written notice describing the particular changes to be made and
any effect on design, performance, weight, balance, interchangeability,
replaceability, time of delivery, Aircraft Basic Price, Aircraft Price and
Advance Payment Base Price. Boeing will also notify Customer, to the extent
Boeing is aware, of effects of changes in operations and maintainability of the
Aircraft.
4.2 Development Changes. Development Changes are defined as changes
to Aircraft that do not affect the Aircraft Price or delivery, and do not
adversely affect guaranteed weight, guaranteed performance or compliance with
the interchangeability or replaceability requirements set forth in the
applicable Detail Specification. Boeing may, at its option, incorporate
Development Changes into the Detail Specification and into an Aircraft prior to
delivery to Customer. Development Changes are changes deemed necessary to
correct defects, improve the Aircraft, prevent delay, or insure compliance with
the applicable Purchase Agreement.
4.3 Change Notices. Boeing will promptly notify Customer of any
amendments to the Detail Specification. Such notice will set forth a written
explanation of Boeing's reasons for making such amendment and furnish revised
pages for the Detail Specification.
Article 5. Representatives, Inspection, Flight Tests, Test Data and
Performance Guarantee Compliance.
5.1 Office Space. Twelve (12) months before delivery of the first
Aircraft purchased, and continuing until the delivery of the last Aircraft on
firm order, Boeing will furnish, free of charge, suitable office space and
reproduction and communications equipment (including computer communication
access) for the accommodation of up to
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five (5) representatives of Customer in or conveniently located near the
applicable assembly plant and/or delivery center as applicable.
5.2 Inspection. Boeing's manufacture of the Aircraft, and all
components obtained by Boeing therefor, shall at all reasonable times be open to
inspection by any duly authorized representatives of Customer; provided,
however, if access to any part of Boeing's plant where manufacture is in
progress or components are stored is restricted by the United States Government,
Boeing will be allowed a reasonable time to make the items available for
inspection elsewhere than in the restricted area. All inspections by Customer's
representatives shall be performed in such manner as not to unduly delay or
hinder manufacture or performance by Boeing. The representations, warranties,
indemnities and agreements of Boeing made in this AGTA or the applicable
Purchase Agreement shall not be affected or deemed waived by reason of any
investigation made by Customer pursuant to this Section 5.2. Customer shall not
have any duty to make any such inspection and shall not incur any liability or
obligation by reason of not making any such inspection.
5.3 Demonstration Flights. Prior to delivery, Boeing will fly each
Aircraft (not less than one and one-half (1-1/2) hours nor more than the number
of hours reasonably necessary to effect corrections to any defect in the
functioning of the Aircraft and its equipment) to reasonably demonstrate to
Customer the functioning of the Aircraft and its equipment following Boeing's
production flight test procedures (to the extent provided to and reasonably
approved by Customer prior to such flight test). During such demonstration
flight, a pilot of Customer may conduct routine flight maneuvers and tests as
may be reasonably required to demonstrate to Customer the functioning of the
Aircraft and its equipment, subject to the supervision and operational control
of Boeing flight test personnel. Customer may designate up to five (5)
representatives (or more if consented to by Boeing) to participate as observers
on such flight. Boeing will give Customer reasonable prior notice of the
demonstration flight.
5.4 Test Data; Performance Guarantee Compliance. Performance
Guarantees are defined as the written guarantees in the applicable Purchase
Agreement regarding the operational performance of an Aircraft. Boeing
represents to Customer that at the time of delivery to Customer, each Aircraft
shall conform to and comply with all Performance Guarantees. An Aircraft will be
deemed to conform to and comply with the Performance Guarantees if reasonable
engineering interpretations and calculations based on the flight test data
establish that such Aircraft would, if actually flown, comply with the
Performance Guarantees. Boeing will furnish to Customer, as soon as practicable,
but not later than the date of delivery of the first Aircraft, flight test data
obtained on an aircraft of the same model type to evidence compliance with such
Performance Guarantees. Boeing will make best reasonable efforts to supply the
guarantee compliance document to Customer at least ten (10) days prior to
delivery of the first Aircraft of each model type.
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5.5 Special Aircraft Test Requirements.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Article 6. Delivery.
6.1 Notice of Delivery Dates. Boeing will notify Customer of the
delivery date of each Aircraft at least thirty (30) days before the scheduled
delivery date. Each Aircraft shall be delivered to Customer assembled and
completed, per the Detail Specification, and ready for flight and in good
operating condition.
6.2 Place of Delivery. Each Aircraft will be delivered at a
facility selected by Boeing in the State of Washington, unless otherwise
mutually agreed in writing. Consent to such agreement shall not be unreasonably
withheld.
6.3 ▇▇▇▇ of Sale; Records. At delivery of an Aircraft, Boeing will
provide Customer a warranty ▇▇▇▇ of sale, substantially in the form of Appendix
VI attached, duly conveying to Customer good title to such Aircraft, free and
clear of all liens, claims, charges and encumbrances of every kind whatsoever,
and such other appropriate documents of title and other records relating to such
Aircraft as Customer may reasonably request. Title to and risk of loss of each
Aircraft shall pass from Boeing to Customer upon delivery of such Aircraft but
not prior thereto.
6.4 Delay. If Customer delays acceptance of an Aircraft by more
than ten (10) days beyond the scheduled delivery date, Customer will reimburse
Boeing for all reasonable costs incurred by Boeing as a result of such delay.
Boeing will use reasonable efforts to mitigate costs and expenses incurred by
Boeing as a result of any delay in delivery of an Aircraft due to Customer's
responsibility.
Article 7. Excusable Delay.
7.1 General. Boeing will not be liable for any delay in delivery of
an Aircraft or other performance under the applicable Purchase Agreement only to
the extent caused by (i) acts of God; (ii) war or armed hostilities; (iii)
government acts or priorities affecting materials, facilities, or completed
aircraft; (iv) fires, floods, or earthquakes; (v) strikes or labor troubles
causing cessation, slowdown, or interruption of work; or (vi) any other cause to
the extent such cause is beyond Boeing's control and not occasioned by Boeing's
fault or negligence. A delay resulting from any such cause is defined as an
Excusable Delay.
7.2 Notice. Boeing will notify Customer in writing, as soon as
possible, of the revised delivery month as soon as Boeing concludes that an
Aircraft will be delayed beyond the Scheduled Delivery Month due to an event or
events of Excusable Delay.
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Boeing will use reasonable efforts to mitigate any Excusable Delay and resume
performance.
7.3 Delay in Delivery of Twelve Months or Less. If the revised
delivery month is twelve (12) months or less after the Scheduled Delivery Month,
Customer will accept such Aircraft when tendered for delivery, subject to the
following:
7.3.1 The calculation of the Escalation Adjustment will
be based on the originally Scheduled Delivery Month.
7.3.2 The Advance Payment schedule will be adjusted to
reflect the revised delivery month.
7.3.3 All other provisions of the applicable Purchase
Agreement, including the BFE on-dock dates (unless Boeing and Customer otherwise
agreed to different dates) for the delayed Aircraft, are unaffected by an
Excusable Delay.
7.4 Delay in Delivery of More Than Twelve Months. If the revised
delivery month in such notice is more than twelve (12) months after the
Scheduled Delivery Month, either party may terminate the applicable Purchase
Agreement with respect to such Aircraft within thirty (30) days of receipt of
such notice. If Customer does not terminate the applicable Purchase Agreement
with respect to such Aircraft, all terms of the applicable Purchase Agreement
will remain in effect.
7.5 Aircraft Damaged Beyond Repair. If an Aircraft is destroyed or
damaged beyond repair for any reason before delivery, Boeing will notify
Customer in writing as soon as possible but no later than thirty (30) days after
such event, and such notice will specify the earliest month possible, consistent
with Boeing's other contractual commitments and production capabilities, in
which Boeing can deliver a replacement. Customer will have thirty (30) days from
receipt of such notice to elect to have Boeing manufacture a replacement
aircraft under the same terms and conditions of purchase, except that the
calculation of the Escalation Adjustment will be based upon the Scheduled
Delivery Month, or, failing such election, the applicable Purchase Agreement
will terminate with respect to such Aircraft. Boeing will not be obligated to
manufacture a replacement aircraft if it requires the reactivation of the
production line for the specific model of aircraft so damaged.
7.6 Termination. Termination under this Article 7 will discharge
all obligations and liabilities of Boeing and Customer with respect to any
Aircraft and all related undelivered items and services terminated under the
applicable Purchase Agreement, except that Boeing will return to Customer,
without interest, an amount equal to all Advance Payments paid by Customer for
the terminated Aircraft. If Customer terminates the applicable Purchase
Agreement as to any Aircraft, Boeing may elect, by written notice to Customer
within thirty (30) days, to purchase from Customer any BFE
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related to the terminated Aircraft, at the invoice prices paid, or contracted to
be paid, by Customer.
7.7 Exclusive Rights. The termination rights in this Article 7 are
in substitution for all other rights of termination or any claim arising by
operation of law by virtue of delays in performance covered by this Article 7.
Article 8. Risk Allocation/Insurance.
8.1 Title and Risk with Boeing.
8.1.1 Boeing's Indemnification of Customer. Until
transfer of title to an Aircraft to Customer, Boeing will indemnify and hold
Customer and Customer's observers harmless from and against all claims and
liabilities, including all expenses and attorneys' fees incident thereto or
incident to establishing the right to indemnification, for injury to or death of
any person(s), including employees of Boeing but not employees of Customer, or
for loss of or damage to any property, including an Aircraft, arising out of or
in any way related to the operation of an Aircraft during all demonstration and
test flights conducted under the provisions of the applicable Purchase
Agreement, whether or not arising in tort or occasioned by the negligence of
Customer or any of Customer's observers.
8.1.2 Definition of Customer. For the purpose of this
Section 8.1, "Customer" is defined as American Airlines, Inc., its divisions,
subsidiaries, Affiliates, the assignees of each and their respective directors,
officers, employees and agents.
8.2 Title and Risk with Customer.
8.2.1 Insurance Requirements. Customer will purchase
insurance and provide a certificate of such insurance that names Boeing as an
additional insured only on the liability policy (for hull, only waiver of
subrogation required) and otherwise complies with all requirements of the
attached Appendix I. Customer will provide such certificate of insurance at
least thirty (30) days before the scheduled delivery of the first Aircraft under
the applicable Purchase Agreement. The insurance certificate will reference each
Aircraft delivered to Customer pursuant to the applicable Purchase Agreement.
Annual renewal certificates will be submitted to Boeing before the expiration of
the policy periods. The form of the insurance certificate, attached as Appendix
I, states the terms, limits, provisions and coverages required by this Section
8.2.1.
8.2.2 Customer's Indemnification of Boeing. If
Customer fails to comply with any of the insurance requirements of Section 8.2.1
or any of the insurers fails to pay a claim covered by the insurance or
otherwise fails to meet any of its obligations required by Section 8.2.1,
Customer will indemnify and hold Boeing harmless from and against all claims and
liabilities, including all expenses and attorneys' fees incident thereto or
incident to successfully establishing the right to indemnification, for injury
or death of
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any person, including employees of Customer but not employees of Boeing, or for
loss or damage to any property, including an Aircraft, arising out of or in any
way relating to training, services or other things provided under the Customer
Support Document and the applicable Purchase Agreement, whether or not arising
in tort or occasioned by the negligence of Boeing. This indemnity will not apply
to legal liability to persons or parties (other than Customer or Customer's
assignees) arising out of an accident caused solely by a product defect in an
aircraft.
Any claim received by or suit instituted against Boeing for which
indemnification by Customer is sought under the provisions of this Section 8.2.2
shall be reported to Customer promptly in writing. Upon Customer's receipt of
Boeing's tender of the claim or suit to Customer hereunder, Customer shall have
the option at any time to conduct negotiations with respect to settlement of the
claim or suit, to intervene in any suit, and to assume, conduct or control the
defense thereof.
8.2.3 Definition of Boeing. For purposes of this
Section 8.2, "Boeing" is defined as The Boeing Company, its divisions,
subsidiaries, assignees of each and their respective directors, officers,
employees and agents.
Article 9. Assignment, Resale or Lease.
9.1 Assignment. The Purchase Agreement is for the benefit of and
binding upon each of the parties and their respective successors and assigns. No
rights or duties of either party may be assigned or delegated, or contracted to
be assigned or delegated, without the prior written consent of the other party,
except as permitted by Sections 9.1.1 through 9.1.5 and by Sections 9.2 and 9.3
of this AGTA:
9.1.1 Either party may assign its interest to a
corporation that (i) results from any merger, consolidation or reorganization of
such party, (ii) acquires substantially all the assets of such party or (iii)
into which such party may be merged or with which it may be consolidated;
9.1.2 Boeing may assign its rights to receive money;
and
9.1.3 Boeing may assign any of its rights and duties
under the Purchase Agreement to any wholly-owned subsidiary of Boeing, provided
that (i) such assignment shall be effective in accordance with its terms as to
each such Aircraft, spare part or other thing to be delivered hereunder, (ii) if
Boeing assigns its rights and obligations under the Purchase Agreement or
assigns title to any Aircraft, spare part or other thing to be delivered
thereunder to such subsidiary, such subsidiary shall perform such obligations
and sell and deliver such Aircraft, spare part or other thing to Customer
pursuant and subject to all the terms and conditions of the Purchase Agreement,
(iii) Boeing will remain fully and solely liable to Customer to perform all such
obligations under the applicable Purchase Agreement as if the assignment had not
been effected and will remain fully and solely responsible to Customer in
accordance with the terms of the applicable Purchase
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Agreement for all obligations and liabilities of the seller with respect to the
Aircraft, spare part or other things to be delivered thereunder, and Customer
will continue to deal exclusively with Boeing under the Purchase Agreement.
9.1.4 Customer may assign any of its rights and duties
under the Purchase Agreement to any wholly-owned subsidiary of AMR Corporation,
provided that (i) such assignment shall be effective in accordance with its
terms as to each such Aircraft, spare part or other thing to be delivered
thereunder, (ii) if Customer assigns its rights and obligations under the
Purchase Agreement with respect to any Aircraft, spare part or other thing to be
delivered thereunder to such subsidiary, such subsidiary shall perform such
obligations and purchase and accept such Aircraft, spare part or other thing
from Boeing pursuant and subject to all the terms and conditions of the Purchase
Agreement including, without limitation, the disclaimer and release and
exclusion of liabilities provisions in the Product Assurance Document and the
insurance and indemnity provisions in Section 8.2 of this AGTA, and (iii)
Customer will remain fully and solely liable to Boeing to perform all such
obligations under the Purchase Agreement as if such assignment had not been
effected and will remain fully and solely responsible to Boeing in accordance
with the terms of the Purchase Agreement for all obligations and liabilities of
the Customer with respect to the Aircraft, spare part or other thing to be
delivered thereunder, and Boeing will continue to deal exclusively with Customer
under the Purchase Agreement.
9.1.5 Boeing may assign any of its rights and duties
with respect to Articles 1, 2, 4, and 5 of Part 1 of the Customer Support
Document, to FlightSafety Boeing Training International, L.L.C.; provided,
however, Boeing will remain fully responsible to Customer for all obligations
that Boeing assigns to FlightSafety Boeing Training International, L.L.C.
9.1.6 No action taken under this Section 9.1 by either
party or by an assignee of either party to whom rights under the applicable
Purchase Agreement inure pursuant to this Section 9.1 shall subject the other
party to any liability to which it would not otherwise be subject under the
Purchase Agreement, or modify in any way the other party's contract rights under
the Purchase Agreement.
9.2 Assignment in Connection with Aircraft Financing.
Prior to delivery of an Aircraft, Customer will not resell,
lease, or transfer such Aircraft, or contract to do so, without Boeing's written
consent, which consent will not be unreasonably withheld. Boeing will take any
requested action (including, but not limited to, the execution and delivery of a
consent and agreement substantially in the form of Appendix II or III, as
applicable, or otherwise in form and substance reasonably satisfactory to Boeing
and Customer) reasonably required for the purpose of causing an Aircraft, at or
following delivery, to be subject to an equipment trust, conditional sale, lien
or other arrangement for the financing by Customer of the Aircraft. However, no
such action will require Boeing to divest itself of title to or possession of
the Aircraft until delivery of and payment for the Aircraft.
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9.3 Assignment in Connection with Sale or Lease of Aircraft.
If, following delivery of an Aircraft, Customer sells or
leases such Aircraft, Customer may assign all or any of its rights under the
Purchase Agreement to the purchaser or lessee of such Aircraft if the purchaser
or lessee of such Aircraft enters into an agreement substantially in the form of
Appendix IV or otherwise in form and substance reasonably satisfactory to Boeing
and Customer, such agreement to contain provisions whereby the purchaser or
lessee agrees to be bound by and comply with all applicable terms of the
Purchase Agreement.
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9.4 Notice of Sale or Lease After Delivery.
As soon as practicable following the sale or lease of an
Aircraft, Customer will use reasonable efforts to notify Boeing of the name and
address of the owner or lessee of such Aircraft.
9.5 Appointment of Agent - Warranty Claims.
If, following delivery of an Aircraft, Customer appoints an
agent to act directly with Boeing with respect to the administration of claims
relating to the warranties under the Purchase Agreement, Boeing will deal with
the agent for that purpose, effective upon Boeing's receipt of the agent's
agreement (in form and substance reasonably satisfactory to Boeing and Customer)
to be bound by and to comply with all applicable terms and conditions of the
Purchase Agreement.
9.6 No Increase in Liability.
No assignment of Customer's rights under the Purchase
Agreement will subject Boeing to any liability to which it would not otherwise
be subject under the Purchase Agreement or modify in any respect the contract
rights of Boeing under the Purchase Agreement except as otherwise agreed to in
writing by Boeing.
9.7 Exculpatory Clause in Post-Delivery Sale or Lease.
If, following the delivery of an Aircraft, Customer sells
or leases such Aircraft and obtains from the transferee any form of exculpatory
clause protecting Customer from liability for loss of or damage to the Aircraft,
and/or related incidental or consequential damages, including without limitation
loss of use, revenue or profit, Customer will obtain for Boeing the purchaser's
or lessee's written agreement to be bound by terms and conditions substantially
as set forth in Appendix IV. This Section 9.7 applies only if such purchaser or
lessee has not provided to Boeing the written agreement described in Section 9.3
above.
Article 10. Termination for Certain Events.
10.1 Termination.
If either party:
10.1.1 ceases doing business as a going concern,
suspends all or substantially all its business operations, makes an assignment
for the benefit of creditors, or generally does not pay its debts, or admits in
writing its inability to pay its debts as they become due, or
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10.1.2 petitions for or acquiesces in the appointment
of any receiver, trustee or similar officer to liquidate or conserve its
business or any substantial part of its assets; commences any legal proceeding
such as bankruptcy, reorganization, readjustment of debt, dissolution or
liquidation available for the relief of financially distressed debtors; or
becomes the object of any such proceeding or action of the type described in
this clause and, such proceeding or action remains undismissed or unstayed for a
period of at least sixty (60) days,
the other party may terminate the Purchase Agreement with respect to any
undelivered Aircraft and related goods and any unperformed services by giving
written notice of termination.
10.2 Repayment of Advance Payments.
If Customer terminates the applicable Purchase
Agreement under this Article 10, Boeing will repay to Customer, without
interest, an amount equal to any Advance Payments received by Boeing from
Customer with respect to undelivered Aircraft.
Article 11. Notices.
All notices required by the Purchase Agreement will be
in English and in writing, will be effective on the date of receipt and may be
transmitted by the following: (i) overnight courier which provides signed
acknowledgment of receipt; (ii) certified mail; (iii) U.S. mail; or (iv)
facsimile, addressed as follows:
Customer: American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Courier address:
American Airlines, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Mail Drop 5569
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: Vice President, Corporate Development and Treasurer
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
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Boeing: Boeing Commercial Airplane Group
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇.▇.▇.
Attention: Vice President - Contracts
Mail Stop 75-38
Courier Address:
Boeing Commercial Airplane Group
8th St. & Park Ave. N.
Building 10-60 Lobby
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Article 12. Miscellaneous.
12.1 Government Approval. Boeing and Customer will use reasonable
efforts to assist each other in obtaining any governmental consents or approvals
necessary or appropriate to effect certification and sale of Aircraft under the
applicable Purchase Agreement.
12.2 Headings. Article and section headings used in this AGTA and
in any Purchase Agreement are for convenient reference only and not intended to
affect the interpretation of this AGTA or any Purchase Agreement, as the case
may be.
12.3 GOVERNING LAW. THIS AGTA AND ANY PURCHASE AGREEMENT WILL BE
GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF
WASHINGTON'S CONFLICTS OF LAWS PRINCIPLES.
12.4 Waiver/Severability. Failure by either party to enforce any
provision of this AGTA or any Purchase Agreement will not be construed as a
waiver. If any provision of this AGTA or any of the provisions of any Purchase
Agreement are held unlawful or otherwise ineffective by a court of competent
jurisdiction, the remainder of the AGTA or the applicable Purchase Agreement
will remain in effect.
12.5 Survival of Obligations. The Articles and Exhibits of this
AGTA, including but not limited to, those relating to indemnification and
insurance, DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER
DAMAGES, will survive termination or cancellation of any Purchase Agreement.
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12.6 Prior Agreements. Nothing in this AGTA is intended to alter or
amend the rights and obligations of Customer and Boeing under any purchase
agreement, the schedules, exhibits, and/or appendices thereto or any other
agreements between Boeing and Customer entered into prior to or after the date
of this AGTA unless such agreement expressly incorporates the terms and
conditions of this AGTA.
12.7 Relationship of Parties. Each of the parties is an independent
contractor. Nothing in this AGTA is intended or shall be construed to create or
establish any agency, partnership, joint venture or fiduciary relationship
between the parties. Neither party nor any of its Affiliates has any authority
to act for or to incur any obligations on behalf of or in the name of the other
party or any of its Affiliates.
12.8 No Third Party Beneficiaries. All rights, remedies and
obligations of the parties shall accrue and apply solely to the parties and
their successors and permitted assigns and there is no intent to benefit any
third parties.
DATED as of the date first written above
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By By
------------------------------ ----------------------------
Its Its
----------------------------- ---------------------------
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EXHIBIT A
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
20
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
1. General.
The BFE is designated "Buyer Furnished Equipment" and is listed in
the Detail Specification. Boeing will provide to Customer, in accordance with
Supplemental Exhibit BFE1 to the Purchase Agreement, a BFE Requirements
On-Dock/Inventory Document (BFE Document), in paper form or an electronic
transmission, which document may be periodically revised, setting forth the
items, quantities, on-dock dates and shipping instructions relating to the in
sequence installation of BFE in accordance with the applicable Supplemental
Exhibit BFE1 to the Purchase Agreement.
Notwithstanding the obligations defined below, Boeing and Customer
will cooperate to assure that all BFE satisfies quality, cost and schedule
requirements to successfully deliver service-ready Aircraft.
2. Supplier Selection.
Customer will:
2.1 Select and notify Boeing of the suppliers of BFE items (BFE
Suppliers) by those dates appearing in the Supplemental Exhibit BFE1 to the
applicable Purchase Agreement as may be amended from time to time by mutual
agreement of the parties.
2.2 Meet with Boeing and such selected BFE suppliers promptly (but
in any event within 60 days) after such selection to:
2.2.1 complete BFE configuration design requirements
for such BFE; and
2.2.2 confirm technical data submittal dates for BFE
certification.
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3. Customer's Obligations.
Customer will:
3.1 comply with, or use reasonable efforts to cause the BFE
Supplier to comply with, as applicable, the provisions of the BFE Document;
3.1.1 deliver technical data (in English) to Boeing as
reasonably required to support installation and FAA certification of the BFE in
accordance with the schedule provided by Boeing in the BFE Document or as
mutually agreed upon by Customer, Customer's BFE Supplier, and Boeing during the
BFE meeting referred to above;
3.1.2 deliver BFE including production and/or flight
training spares to Boeing in accordance with the quantities and schedule
provided in the BFE Document; and
3.1.3 deliver appropriate quality assurance
documentation to Boeing as reasonably required with each BFE part in accordance
with Boeing document D6-56586, BFE Product Acceptance Requirements;
3.2 authorize Boeing to discuss all details of the BFE directly
with the BFE Suppliers, and Boeing shall promptly notify Customer of all such
meetings;
3.3 authorize Boeing to conduct or delegate to the BFE Supplier
quality source inspection and supplier hardware acceptance of BFE at the BFE
Supplier location;
3.3.1 require BFE Supplier's contractual compliance to
Boeing defined source inspection and supplier delegation programs (as included
in Boeing Document D1-9000), and Customer will use best reasonable efforts to
cause such BFE Supplier to make available adequate facilities for Boeing
resident personnel; and
3.3.2 use best reasonable efforts to include in
agreements with BFE Suppliers an agreement by such BFE Suppliers that Boeing
identified supplier's quality systems be approved to Boeing document D1-9000;
3.4 use diligent efforts to obtain from each such BFE Supplier a
non-exclusive, royalty-free, non-transferable, irrevocable license for Boeing to
copy Aircraft Software provided by the BFE Suppliers (BFE Aircraft Software) to
the extent needed to enable Boeing to load the software copies in (i) the
Aircraft's mass storage device (MSD), (ii) media (e.g., diskettes, CD-ROMs,
etc.), (iii) the BFE hardware and/or (iv) an intermediate device or other media
solely for the purpose of facilitating copying of the BFE Aircraft Software into
the aircraft's MSD, BFE hardware and/or media, including media as Boeing may
deliver to Customer with the Aircraft;
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3.5 grant Boeing a license, extending the same rights set forth in
Section 3.4 above, to copy: (a) BFE Aircraft Software and data Customer has
modified and/or (b) other software and data Customer has added to the BFE
Aircraft Software, solely for the purposes described in Section 3.4 above and to
the extent Customer can do so without the consent of any applicable party.
Customer will use diligent efforts to obtain such consent.
3.6 provide field service representation at Boeing's facilities, as
necessary, to support Boeing on all issues related to the installation and
certification of BFE;
3.7 permit Boeing to deal directly with all BFE Suppliers to obtain
overhaul data, provisioning data, related product support documentation and any
warranty provisions applicable to the BFE;
3.8 provide reasonable assistance to Boeing and the BFE Suppliers
to resolve any difficulties, including defective BFE, that might arise;
3.9 be responsible for modifying, adjusting and/or calibrating BFE
as required for FAA approval and for all reasonable related expenses;
3.10 warrant that the BFE will meet the applicable requirements of
the Detail Specification; and
3.11 be responsible for either providing equipment which is FAA
certifiable at time of Aircraft delivery, or for obtaining waivers from the
applicable regulatory agency for non-FAA certifiable equipment.
4. Boeing's Obligations.
4.1 Without additional charge, Boeing will:
4.1.1 provide for the installation of and, in
accordance with the Detail Specification, install the BFE;
4.1.2 provide for storage of the BFE;
4.1.3 take reasonable actions in conjunction with
Customer and the BFE Suppliers to facilitate timely manufacture, shipment,
delivery, and installation of the BFE; and
4.1.4 obtain certification (including FAA certification
under FARs) of the Aircraft with the BFE installed.
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4.2 The BFE Document will set forth the specific dates by which
Boeing must receive "on dock" the BFE in order to permit in sequence
installation of such BFE in the Aircraft and delivery of such Aircraft. The "on
dock" schedule for the first Aircraft will be based upon the delivery schedule
in the Supplemental Exhibit BFE1 to the applicable Purchase Agreement. The BFE
Document will also contain shipping instructions, customs information and a list
of those BFE items and quantities to be supplied to Boeing by Customer to
support the manufacture of the Aircraft.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. Return of Equipment.
BFE delivered to Boeing but not installed in the Aircraft will be
returned to Customer in accordance with Customer's instructions and at
Customer's expense (unless due to the act or omission of Boeing, in which event
return shall be at Boeing's expense) no later than delivery of the last Aircraft
to be delivered under the applicable Purchase Agreement in as good condition as
was delivered by Customer to Boeing, reasonable wear and tear accepted.
7. Title and Risk of Loss.
Title to and risk of loss of BFE will at all times remain with
Customer or other owner and Boeing will have only such liability for BFE as a
bailee for mutual benefit would have, but will not be liable for loss of use.
8. Indemnification of Boeing.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
9. Patent Indemnity.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
10. Definitions.
For the purposes of the above indemnities, the term "Boeing"
includes The Boeing Company, its divisions, subsidiaries and Affiliates, the
assignees of each, and their directors, officers, employees and agents.
A
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EXHIBIT B
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
CUSTOMER SUPPORT DOCUMENT
This document contains:
Part 1: Maintenance and Flight Training Programs; Operations
Engineering Support
Part 2: Field Services and Engineering Support
Services
Part 3: Technical Information and Materials
Part 4: Alleviation or Cessation of Performance
Part 5: Protection of Proprietary Information and
Proprietary Materials
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25
CUSTOMER SUPPORT DOCUMENT
PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING PROGRAMS;
OPERATIONS ENGINEERING SUPPORT
1. Boeing Training Programs.
1.1 Boeing will provide those maintenance training and flight
training programs described in Supplemental Exhibit CS1 to the Purchase
Agreement. Such maintenance training and flight training, including instruction
and the provision of training aids and materials, will be provided at no
additional charge to Customer, except as otherwise provided herein.
1.2 Boeing will conduct all training at Boeing's training facility
in the Seattle area unless otherwise mutually agreed.
1.3 All training will be presented in the English language. If
translation is required for Customer's personnel, Customer will provide
interpreters.
1.4 Customer will be responsible for all living expenses of
Customer's personnel. Boeing will transport Customer's personnel between their
local lodging and Boeing's training facility.
2. Training Planning Conferences.
At least 12 months before the Scheduled Delivery Month of the first
Aircraft (or such later time as the parties may agree), Customer and Boeing will
conduct, at a mutually agreed upon location, planning conferences in order to
define and schedule the maintenance training and flight training programs.
3. Operations Engineering Support.
3.1 As long as an Aircraft is operated by Customer in scheduled
revenue service, Boeing will provide operations engineering support in Seattle,
Washington or at another location, as the parties may mutually agree. Such
support will include, but will not be limited to:
3.1.1 assistance with the analysis and preparation of
performance data to be used in establishing operating practices and policies for
Customer's efficient operation of Aircraft;
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3.1.2 assistance with interpretation of the minimum
equipment list, the definition of the configuration deviation list and the
analysis of individual Aircraft performance using in-service evaluations;
3.1.3 provide support and assistance with solving
operational problems associated with ferry and route-proving flights, if any,
contemplated under the Purchase Agreement; and
3.1.4 providing information regarding significant
service items relating to Aircraft performance or flight operations.
4. Training at a Facility Other Than Boeing's.
If requested by Customer, Boeing will conduct the classroom
portions of the maintenance and/or flight training (except for the Performance
Engineer training courses) at a mutually acceptable alternate training site,
subject to the following conditions:
4.1 Customer will provide suitable classroom space, simulators (as
necessary for flight training) and training equipment required to present the
courses;
4.2 Customer will pay Boeing's then-current per diem charge for
each necessary Boeing instructor for each day, or fraction thereof, that the
instructor is away from the Seattle area, including travel time;
4.3 Customer will reimburse Boeing for, or, subject to terms and
conditions mutually agreed upon prior to Boeing providing the instructors to
teach the course, Customer shall provide round-trip transportation for Boeing's
instructors and training materials between the Seattle area and the alternate
training site;
4.4 Customer will be responsible for taxes pursuant to Section 2.2
of the AGTA and for all fees, duties, licenses, permits and similar expenses
reasonably incurred by Boeing and its employees as a result of Boeing's
providing training at the alternate site or as a result of Boeing providing
revenue service training. Boeing will use best reasonable efforts to notify
Customer prior to commencement of training of any such fees, duties, licenses,
permits and similar charges of which Boeing has knowledge; and
4.5 Those portions of training that require the use of training
devices not available at the alternate site will be conducted at Boeing's
facilities or at the alternate site as may be otherwise agreed.
5. General Terms and Conditions.
5.1 Boeing flight instructor personnel will not be required to work
more than 5 days per week, or more than 8 hours in any one 24-hour period, of
which not more than 5 hours per 8-hour workday will be spent in actual flying;
provided, however, that
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the foregoing restrictions will not apply with respect to ferry assistance or
revenue service training services (it being agreed that in conjunction with such
services, the number of hours each Boeing flight instructor works shall be
mutually agreed to and shall be in accordance with FAA rules and regulations).
5.2 If requested by Boeing prior to flight crew training on an
Aircraft designated by Customer as a training aircraft, Customer will make such
Aircraft available to Boeing for the purpose of familiarizing the Boeing
instructor or ferry flight crew personnel with the operation of special
equipment or systems installed in such Aircraft. If flight of such Aircraft is
required for any Boeing instructor or ferry flight crew member to maintain an
FAA license for flight proficiency or landing currency, Boeing will be
responsible for the cost of fuel, oil, landing fees and spare parts attributable
to that portion of any flight conducted in order to maintain such FAA flight
proficiency or landing currency. Customer's authorization of the use of an
Aircraft pursuant to this Section 5.2 shall apply only to Boeing instructors
assigned to conduct flight training with respect to such Aircraft and a
reasonable number of alternate instructors and to members of any flight crew
(including navigator, if needed) who will participate in any ferry flight of any
Aircraft contemplated under the Purchase Agreement.
B
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CUSTOMER SUPPORT DOCUMENT
PART 2: FIELD SERVICES AND ENGINEERING SUPPORT SERVICES
The support services described in this Part 2 shall be provided at
no additional charge to Customer, unless otherwise provided herein. Except with
respect to field services provided pursuant to Section 1.1 below, the support
services described in this Part 2 shall be provided by Boeing to Customer during
a period commencing with delivery of the first Aircraft and continuing so long
as at least one Aircraft is regularly operated by Customer in commercial air
transport service.
1. Field Service Representation.
Boeing will furnish field service representation to advise Customer
with respect to the maintenance and operation of Aircraft (Field Services) as
follows:
1.1 Experienced Field Service representatives will be available to
provide Field Services to Customer at the main maintenance and engineering
facility designated by Customer for the Aircraft (or such other facility as
Customer and Boeing mutually agree upon) beginning before delivery of the first
Aircraft and ending 12 months after delivery of the last Aircraft. Customer
reserves the right, in its sole discretion, to reasonably require Boeing to
remove any such Field Service representative from Customer's facility and to
provide a replacement Field Service representative.
1.2 Customer will provide, at no charge and if requested by Boeing,
suitable furnished office space and office equipment at, or conveniently located
with respect to, the facility designated in Section 1.1 above for the
accommodation of any Boeing representatives providing Field Services. As
required, Customer will assist each representative providing Field Services with
mail handling, identification passes and formal introduction to local airport
authorities. If Field Services are provided outside the United States, in
addition to the foregoing, Customer will assist, in such manner as Boeing may
reasonably request without Customer incurring additional expense, each
representative providing Field Services in connection with obtaining visas, work
permits and customs clearances.
1.3 In addition to Field Services provided pursuant to Section 1.1
above, Customer shall also have available, as reasonably required, the services
of any Boeing Field Service representatives assigned at stations other than
Customer's main station where Customer's Aircraft may have occasion to land.
1.4 Boeing may from time to time, with Customer's agreement,
provide additional support services in the form of Boeing personnel visiting
Customer's facilities to work with Customer's personnel in an advisory capacity.
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2. Engineering Support Services.
Boeing will, if requested by Customer, provide technical advisory
assistance for any Aircraft and Boeing Product. Technical advisory assistance,
provided from the Seattle area or at a base designated by Customer as
appropriate, will include:
2.1 In-Service Problem Support. If Customer experiences service or
operational problems with an Aircraft, Boeing will analyze the data provided by
Customer to determine the probable nature and cause of the problem and to
suggest possible solutions.
2.2 Schedule Reliability Support. If Customer is not satisfied with
the schedule reliability of the Aircraft, Boeing will analyze data provided by
Customer to determine the nature and cause of the problem and to suggest
possible solutions.
2.3 Maintenance Cost Reduction Support. If Customer is concerned
that actual maintenance costs of the Aircraft are excessive, Boeing will analyze
data provided to determine the nature and cause of the problem and to suggest
possible solutions.
2.4 Aircraft Structural Repair Support. If Customer is designing
structural repairs to the Aircraft and desires Boeing support, Boeing will
analyze and comment on Customer's engineering releases relating to any such
structural repairs not covered by Boeing's Structural Repair Manual. If
requested by Customer, Boeing will take such actions as Customer may reasonably
request for the purpose of obtaining FAA approval of such repairs as soon as
practicable.
2.5 Aircraft Modification Support. If Customer is designing
Aircraft modifications and desires Boeing support, Boeing will analyze and
comment on Customer's engineering proposals for changes in, or replacement of,
any Boeing Products. Boeing will not analyze or comment on any major structural
change unless Customer's request for such analysis and comment includes complete
detailed drawings, substantiating data (including any data required by
applicable Government Authorities), all stress or other appropriate analyses,
and a specific statement from Customer of the substance of the review and the
response desired.
2.6 Facilities, Ground Equipment and Maintenance Planning Support.
Boeing will, at Customer's request, send qualified Boeing engineering
representatives to evaluate Customer's technical facilities, tools and equipment
for servicing and maintaining the Aircraft, to recommend changes where necessary
and to assist in the formulation of an overall maintenance plan.
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2.7 Additional Services. Boeing shall, from time to time, provide
additional special services with respect to the Aircraft after delivery which
may include, but shall not be limited to, such items as master changes (kits
and/or data), training and maintenance and repair of the Aircraft. The
provisions of any such additional services by Boeing shall be subject to
mutually agreeable terms and conditions including, without limitation, price,
schedule, place, and scope of work.
2.8 Post Delivery Aircraft Services. It is recognized that
Customer's personnel may request Boeing to perform unanticipated work on an
Aircraft promptly after delivery of such Aircraft to Customer pursuant to
Article 6 of the AGTA and either prior to the Aircraft's initial departure
flight from the delivery site or upon the return of the Aircraft to Boeing's
facilities in the Seattle, Washington area prior to completion of such initial
departure flight. The following provisions shall apply to all work performed by
Boeing under the circumstances identified above.
2.8.1 Title to and risk of loss of any such Aircraft
shall at all times remain with Customer.
2.8.2 The exclusion of liabilities and other provisions
of Part 2 of the Product Assurance Document and the indemnity and insurance
provisions of Section 8.2 of the AGTA shall be applicable.
2.8.3 If appropriate, Customer will reimburse Boeing
for any work performed on the Aircraft hereunder to the extent that such work is
not covered under the Boeing warranty applicable to the Aircraft.
2.8.4 The provisions of the Boeing warranty set forth
in Part 2 of the Product Assurance Document shall apply to any work performed by
Boeing under this Section 2.8 and to any Boeing Product installed on the
Aircraft as part of such work.
2.8.5 In performing work under this Section 2.8 Boeing
may conclusively rely upon the commitment authority of Customer's personnel
requesting the work.
2.9 Additional Informational Services. Boeing may from time to
time, at its own initiative or in response to a request from Customer or others,
provide Customer with additional services in the form of information about
Aircraft or other aircraft of the same type, including information concerning
design, manufacture, operation, maintenance, modification, repair and in service
experience.
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CUSTOMER SUPPORT DOCUMENT
PART 3: TECHNICAL INFORMATION AND MATERIALS
1. General.
Boeing will furnish to Customer the data and documents (both
tangible and intangible) hereinafter described (Documents) and revisions thereof
to support the maintenance and operation of the Aircraft at no additional charge
to Customer, except as otherwise provided herein. Such Documents will, where
applicable, be prepared essentially in accordance with the provisions of the
highest revision as may be incorporated by Boeing of the Air Transport
Association of America (ATA) Specification No. 100, entitled "Specification for
Manufacturers' Technical Data". Documents will be in English and in the units of
measure used by Boeing to manufacture the Aircraft, except as may be otherwise
specified in this Part 3 or as may be required to reflect Aircraft
instrumentation.
Digitally-produced Documents will, where applicable, be prepared generally in
accordance with ATA Specification No. 2100, Revision 2, entitled "Digital Data
Standards for Aircraft Support."
2. Documentation Planning Conferences.
At least 12 months before the Scheduled Delivery Month of the first
Aircraft (or such later time as the parties may agree), Customer and Boeing will
conduct, at a mutually agreed upon location, planning conferences in order to
mutually determine the proper format and quantity of Documents to be furnished
to Customer in support of the Aircraft. Such planning conferences will also be
used to resolve other details related to such Documents, including, but not
limited to, the provision by Boeing of advance copies and revision services.
When available, Customer may select Boeing standard digital format as the
delivery medium or, alternatively, Customer may select a reasonable quantity of
printed and 16mm microfilm formats. When Boeing standard digital format is
selected, Customer may also select up to 5 copies of printed or microfilm format
copies, with the exception of the Illustrated Parts Catalog, which will be
provided at no charge in one selected format only.
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3. Data and Documents - Incremental Increase.
Until one year after delivery of the last Aircraft of a specific
major model, Customer may annually request in writing a reasonable increase in
the quantity of Documents applicable to such specific major model, with the
exception of microfilm master copies, digital formats, and others for which a
specified number of copies are provided at no charge in accordance with
Supplemental Exhibit CS1 to the Purchase Agreement. Boeing will provide the
additional quantity at no additional charge beginning with the next normal
revision cycle. Customer may request a decrease in revision quantities at any
time.
4. Advance Representative Copies.
All advance representative copies of Documents will be identified
in the documentation planning conference and will be selected by Boeing from
available documents and will be reasonably representative of the Aircraft. Such
advance copies will be for advance planning purposes only.
5. Customized Documents.
All customized Documents will reflect the configuration of each
Aircraft as delivered.
6. Revisions.
6.1 Revision Service. Boeing will as necessary to reflect
configuration and, in the case of the Dispatch Deviation Procedures Guide, to
reflect changes in applicable FAA requirements, provide revisions free of charge
to those Documents designated in Attachment A to Supplemental Exhibit CS1 or
otherwise identified in the planning conference conducted pursuant to Section 2,
for a specific model of Aircraft, as long as Customer operates an Aircraft of
that model.
6.2 Revisions Based on Boeing Service Bulletin Incorporation. If
Boeing receives written notice from Customer that Customer intends to
incorporate, or has incorporated, any Boeing service bulletin in an Aircraft,
Boeing will at no charge issue revisions to Documents listed as Customized
Manuals in Supplemental Exhibit CS1 to the Purchase Agreement and to the
Illustrated Parts Catalog reflecting the effects of the incorporation of such
service bulletin into such Aircraft. Such revisions will be issued (a) in the
same form and quantity as the original Document to which the revisions pertain,
for the period specified in Section 3 above and (b) thereafter in printed form,
except for the Illustrated Parts Catalog (IPC) which shall be revised until 90
days after delivery of the last Aircraft.
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7. Computer Software Documentation for Boeing Manufactured Airborne
Components and Equipment.
Boeing will provide to Customer a Computer Software Index
containing a listing of (i) all programmed airborne avionics components and
equipment manufactured by Boeing or a Boeing subsidiary, designed and developed
in accordance with Radio Technical Commission for Aeronautics Document No.
RTCA/DO-178 dated January 1982 or No. RTCA/DO-178B dated December 1, 1992, or
later as available, and installed by Boeing in the Aircraft and (ii) specific
software documents (Software Documentation) available to Customer from Boeing
for the listed components and equipment.
Two copies of the Computer Software Index will be furnished to Customer with the
first Aircraft of a major model and, if requested by Customer, with the first
Aircraft of each derivative model. Revisions to the Computer Software Index
applicable to such major or derivative model of Aircraft, as applicable, will be
issued to Customer as revisions are developed by Boeing for so long as Customer
operates the Aircraft.
Software Documentation will be provided to Customer upon Customer's written
request therefor. The charge to Customer for Software Documentation will be
Boeing's price to reproduce the Software Documentation requested. Software
Documentation will be prepared essentially in accordance with ATA Specification
No. 102, entitled "Specification for Computer Software Manual as revised April
23, 1983;" but Software Documentation will not include, and Boeing will not be
obligated to provide, any code (including, but not limited to, original source
code, assembled source code, or object code) on computer sensible media.
8. Supplier Technical Data.
8.1 For supplier-manufactured programmed airborne avionics
components and equipment classified as Seller Furnished Equipment or Seller
Purchased Equipment which contain computer software designed and developed in
accordance with Radio Technical Commission for Aeronautics Document No.
RTCA/DO-178 dated January 1982 or No. RTCA/DO-178B dated December 1, 1992, or
later as available, Boeing will request that each supplier of the components and
equipment make software documentation available to Customer in a manner similar
to that described in Section 7 above.
8.2 The provisions of this Section will not be applicable to items
of BFE.
8.3 Boeing will furnish to Customer a Document identifying the
terms and conditions of the product support agreements between Boeing and its
suppliers requiring the suppliers to fulfill Customer's requirements for data
and services in support of the specific model of aircraft.
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9. Buyer Furnished Equipment Data.
Boeing will incorporate BFE data into the customized Documents,
provided Customer makes the data available to Boeing at least nine months prior
to delivery of Customer's first Aircraft of a specific derivative model. If
Customer does not provide Boeing with such data by such time, Customer may
provide such data to Boeing at any time up to the delivery date of such
Aircraft, and Boeing will use its best reasonable efforts to incorporate such
data, free of charge, at the next scheduled revision to each customized
Document. Customer agrees to furnish the data in Boeing standard digital format
if the applicable customized Documents are to be delivered in Boeing standard
digital format.
10. Technical Data and Documents Shipping Charges.
Boeing will pay the reasonable transportation costs of the
Documents. Customer is responsible for any customs clearance charges, duties,
and taxes imposed in connection with such transportation.
11. Customer's Shipping Address.
The Documents furnished to Customer hereunder will be sent to the
following address, as applicable, or to such other address as Customer may from
time to time designate in writing:
11.1 if to Maintenance and Engineering:
American Airlines, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Engineering Library
11.2 if to Flight Training:
American Airlines, Inc.
▇▇▇▇ ▇▇▇ ▇▇▇
▇▇ 863 GSWFA
Ft. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Managing Director-Flight Training/
Flight Standards
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CUSTOMER SUPPORT DOCUMENT
PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE
Boeing will not be required to provide any services, training, data or goods at
a facility designated by Customer when any of the following conditions exist:
1. a labor stoppage or dispute in progress involving Customer;
2. wars or warlike operations, riots or insurrections in the
country where the facility is located;
3. any condition at the facility which, in the opinion of Boeing,
is detrimental to the general health, welfare or safety of its personnel or
their families;
4. the United States Government refuses permission to Boeing
personnel or their families to enter into the country where the facility is
located, or officially recommends that Boeing personnel or their families leave
the country; or
5. the United States Government refuses permission to Boeing to
deliver goods or services to the country where the facility is located.
Boeing further reserves the right, during the existence of any of the foregoing
conditions subsequent to the location of Boeing personnel at the facility, to
immediately and without prior notice relocate its personnel and their families
to a place of Boeing's choosing. Any resulting delay will be deemed a delay by
mutual agreement. In the event Boeing must cease providing any training, or
other services or goods, including without limitation any cessation due to a
relocation of Boeing personnel, pursuant to the terms of this Part 4, the
parties hereto shall within a reasonable time under the then existing
circumstances enter into a written agreement containing the terms and conditions
for either the provision by Boeing of the remaining balance of such training,
other services or goods or the termination of Boeing's obligation to provide the
remaining balance of such training, other services or goods.
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CUSTOMER SUPPORT DOCUMENT
PART 5: PROTECTION OF PROPRIETARY INFORMATION AND PROPRIETARY MATERIALS
1. General.
All Documents provided by Boeing to Customer and not covered by
other agreements between Boeing and Customer defining Customer's right to use
and disclose the materials and included information will be covered by, and
subject to the terms of, this AGTA. Title to all Documents containing, conveying
or embodying confidential, proprietary or trade secret information (Proprietary
Information) belonging to Boeing or a third party, will at all times remain with
Boeing or such third party. All Documents which contain, convey, or embody
Proprietary Information are defined as Proprietary Materials. Customer will
treat all Proprietary Materials and all Proprietary Information in confidence
and use and disclose the same only as specifically authorized in this AGTA.
2. License Grant.
Boeing grants to Customer a worldwide, non-exclusive,
non-transferable license to use and disclose Proprietary Materials in accordance
with the terms and conditions of this AGTA. Customer is authorized to make
copies of Proprietary Materials (except for Proprietary Materials bearing the
copyright legend of a third party), and all copies of Proprietary Materials will
belong to Boeing and be treated as Proprietary Materials under this AGTA.
Customer will preserve all proprietary legends, and all copyright notices on all
Proprietary Materials and insure the inclusion of those legends and notices on
all copies.
3. Use of Proprietary Materials and Proprietary Information.
Customer is authorized to use Proprietary Materials and Proprietary
Information for the purpose of: (a) operation, maintenance, repair, or
modification of the Aircraft for which the Proprietary Materials have been
specified by Boeing and (b) development and manufacture of training devices for
use by Customer. Upon the resale or lease of any Aircraft by Customer, the
purchaser or lessee of such Aircraft may receive from Customer and may use any
Documents furnished hereunder, subject, however, to the foregoing limitations
and the requirement of Article 9 of the AGTA.
4. Providing of Proprietary Materials to Contractors.
Customer is authorized to provide Proprietary Materials to
Customer's contractors for the sole purpose of maintenance, repair, or
modification of Customer's Aircraft for which the Proprietary Materials have
been specified by Boeing. In addition,
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Customer may provide Proprietary Materials to Customer's contractors for the
sole purpose of developing and manufacturing training devices for Customer's
use. Before providing Proprietary Materials to its contractor, Customer will
first obtain a written agreement from the contractor by which the contractor
agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to
be bound by all of the restrictions and limitations of this Part 5, and (c) that
Boeing is an intended third party beneficiary under the written agreement.
Customer agrees to provide copies of all such written agreements to Boeing upon
request and be liable to Boeing for any breach of those agreements by a
contractor. A sample agreement acceptable to Boeing is attached as Appendix V.
5. Providing of Proprietary Materials and Proprietary Information to
Regulatory Agencies.
When and to the extent required by a government regulatory agency
having jurisdiction over Customer or an Aircraft, Customer is authorized to
provide Proprietary Materials and to disclose Proprietary Information to the
agency for use in connection with the Customer's operation, maintenance, repair,
or modification of such Aircraft. Customer agrees to take all reasonable steps
to prevent the agency from making any distribution, disclosure, or additional
use of the Proprietary Materials and Proprietary Information provided or
disclosed. Customer further agrees to notify Boeing immediately upon learning of
any (a) distribution, disclosure, or additional use by the agency, (b) request
to the agency for distribution, disclosure, or additional use, or (c) intention
on the part of the agency to distribute, disclose, or make additional use of
Proprietary Materials or Proprietary Information.
6. Additional Data and Documents.
If Boeing provides any Boeing owned data or documents other than
Documents described in Part 3 of the Exhibit B, such data and documents will be
considered as things delivered under the applicable Purchase Agreement and
treated as Documents.
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EXHIBIT C
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
PRODUCT ASSURANCE DOCUMENT
This document contains:
Part 1: Definitions for this Product Assurance Document
Part 2: Boeing Warranty
Part 3: Boeing Service Life Policy
Part 4: Supplier Warranty Commitment
Part 5: Boeing Interface Commitment
Part 6: Boeing Indemnity against Patent and Copyright Infringement
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PRODUCT ASSURANCE DOCUMENT
PART 1: EXHIBIT C DEFINITIONS
AUTHORIZED AGENT - any agent appointed by Customer to perform
Corrections and to administer warranties pursuant to an authorization agreement
described in Section 6.1.
AVERAGE DIRECT HOURLY LABOR RATE - the average hourly rate (excluding
all fringe benefits, premium-time allowances, social charges, business taxes and
the like) paid by Customer to its Direct Labor employees.
AIRCRAFT SOFTWARE - software that is installed on and used in the
operation of the Aircraft.
BOEING PRODUCT - any system, accessory, equipment, Part, or Aircraft
Software that is (a) manufactured (or compiled) by Boeing, (b) manufactured (or
compiled) or intended to be manufactured (or compiled) to Boeing's detailed
design, or (c) work that is performed by Boeing.
CORRECT OR CORRECTION - to repair or modify (including Boeing providing
to Customer modification kits for a defective product) or to replace a defective
Boeing Product with a new product, whether performed by Customer, Boeing, or
otherwise restores the product to an airworthy condition.
CORRECTED BOEING PRODUCT - a Boeing Product on which a Correction has
been performed.
DIRECT LABOR - labor spent by direct labor employees in performing the
Correction including removal, disassembly, modification, repair, inspection
and/or bench testing (including functional testing) a defective Boeing Product
and reassembly and reinstallation of a Corrected Boeing Product.
DIRECT MATERIALS - materials installed, incorporated, consumed, or
expended in performing a Correction, excluding allowances for administration,
overhead, taxes, customs duties and the like.
SUPPLIER PRODUCT - any system, accessory, equipment, Part, or Aircraft
Software that is not manufactured (or compiled) to Boeing's detailed design.
WARRANTY INSPECTIONS - inspections to or of any Aircraft or Boeing
Products performed, no later than 90 days following expiration of the warranty
period, and which are recommended during the warranty period by a service
bulletin, service letter, other Boeing correspondence, or FAA Airworthiness
Directive which is covered by the Boeing warranty.
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PRODUCT ASSURANCE DOCUMENT
PART 2: BOEING WARRANTY
1. Warranty Applicability.
This warranty applies to the Aircraft and all Boeing Products.
Warranties applicable to Supplier Products are stated in Part 4. Warranties
applicable to Engines will be provided by Supplemental Exhibits to the Purchase
Agreements.
2. Warranty.
2.1 Coverage. Boeing warrants that at the time of each Aircraft
delivery and during the applicable warranty period set forth in Section 3 below:
(i) the Aircraft and all Boeing Products installed
therein will conform to the Detail Specification
except for portions stated expressly in such Detail
Specification to be estimates, approximations or
design objectives;
(ii) the Aircraft and all Boeing Products in the Aircraft
will be free from defects in material and
workmanship, including process of manufacture;
(iii) the Aircraft and all Boeing Products installed in the
Aircraft will be free from (A) defects in design,
including selection of materials, systems,
accessories, equipment, and the process of
manufacture, in view of the state of the art at the
time of the design of the system, accessory,
equipment or part in question, and (B) defects in
design known to Boeing on the date of issuance of the
original FAA type certificate for the Aircraft; and
(iv) the workmanship utilized for the installation and
interfacing of Supplier Products and BFE will be free
from defects.
For purposes of this Product Assurance Document, it is understood that
(a) non-conformance with the Detail Specification whether by omission or by a
defect in material, workmanship or design, (b) defects in material or
workmanship and (c) defects or faults in design are hereinafter collectively
called "defects" or a "defect." Further, the terms system, accessory, equipment
or Part may hereinafter collectively be called "item" or "items."
Any defect in the Boeing workmanship incorporated in the installation of
Supplier Products in the Aircraft, including any failure by Boeing to conform to
the installation instructions of the manufacturers of such items that
invalidates any applicable warranty
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from such manufacturers, shall constitute a defect in workmanship for the
purposes of this Part 2 and shall be covered by the warranty set forth in
Section 2.1(ii).
2.2 Exceptions. The following conditions will not constitute a defect
under this warranty:
(i) conditions resulting from normal wear and tear;
(ii) conditions resulting from negligent acts or omissions
of Customer (other than failure to properly service
and maintain the Aircraft); and
(iii) conditions resulting from failure to properly service
and maintain the Aircraft in accordance with a FAA
approved maintenance program
2.3 Year 2000 Compliant Software.
Boeing warrants to Customer that all Boeing-designed or
created Aircraft Software Boeing supplies to Customer pursuant to the applicable
Purchase Agreements will be "Year 2000 Compliant"; i.e., it will accommodate the
change from the year 1999 to year 2000. In the event such Aircraft Software is
not Year 2000 Compliant at the time of Aircraft delivery to Customer, Boeing
will either modify such Aircraft Software to be Year 2000 Compliant, replace
such non-compliant Aircraft Software with Aircraft Software that is Year 2000
Compliant or provide a reasonable workaround to allow continued use of such
software until final correction to the software can be accomplished.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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3. Warranty Periods.
3.1 Initial Warranty. The initial warranty period for the warranties
described in this Part 2 begins on the date of delivery of the applicable
Aircraft and expires after the expiration of either 36 months or 48 months from
that date depending on the model of the Aircraft as indicated in the table
below.
========================= =========================
48 MONTHS 36 MONTHS
========================= =========================
777-200 737-300
------------------------- -------------------------
777-300 737-400
------------------------- -------------------------
737-600 737-500
------------------------- -------------------------
737-700 757-200
------------------------- -------------------------
737-800 757-300
------------------------- -------------------------
767-200
------------------------- -------------------------
767-300
------------------------- -------------------------
767-400
------------------------- -------------------------
747-400
========================= =========================
3.2 Residual Warranty. The warranty period applicable to a Corrected
Boeing Product resulting from a nonconformance to the Detail Specification in
accordance with Section 2.1(i) or a defect in material or workmanship, of the
type described in Section 2.1(ii), is the remainder of the initial warranty
period for the defective Boeing Product it replaced or 90 days after delivery of
the Corrected Boeing Product, whichever period last expires. A Corrected Boeing
Product resulting from a defect in design of the type described in Section
2.1(iii) and (iv) will receive a new 18 month warranty period or the remainder
of the initial warranty period covering that specific design, whichever is
greater. If either a Corrected Boeing Product or a kit for Correction is
provided to Customer but not both, then the new 18 month period begins at the
date of delivery of the Corrected Boeing Product or date of delivery of the kit
or kits furnished to perform the Correction, as applicable. If both a Corrected
Boeing Product and a kit are provided, then the new 18 month period begins on
the date of delivery of the Corrected Boeing Product or date of delivery of the
kit or kits furnished to perform the Correction, whichever is later.
3.3 Survival of Warranties. All warranties set forth in Section 2 above
will survive delivery of each Aircraft as set forth above except that neither
the warranty of conformance to the Detail Specification applicable to Supplier
Products, nor any Performance Guarantees will survive delivery of the Aircraft.
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4. Remedies.
4.1 Defect Correction. Boeing will, at Customer's option, either
promptly Correct or promptly reimburse (as provided below) Customer for the
Correction by Customer (or its contractor) of all defects in Boeing Products
(including defects in conformance to the Detail Specifications other than those
agreed by Customer and Boeing to be acceptable deviations) discovered during the
applicable (initial or residual) warranty period for which Customer has provided
written notice pursuant to Section 6. At Customer's option, defective Boeing
Products may be returned to Boeing for Correction at no charge, or Customer may
Correct any defective Boeing Product and be reimbursed by Boeing for such
Correction, each as provided below.
4.2 Warranty Labor Rate. If Customer Corrects a defective Boeing
Product, Boeing will promptly reimburse Customer for (a) the cost of Direct
Materials expended and (b) the number of expended Direct Labor hours which will
be reimbursed at Customer's Established Warranty Labor Rate. For purposes of
this Product Assurance Document, "Customer's Established Warranty Labor Rate"
will be the greater of the "standard labor rate" or 150% of Customer's Average
Direct Hourly Labor Rate. The "standard labor rate" referred to in the preceding
sentence is the standard labor rate paid by Boeing to its customers and is
established and published annually. Prior to or concurrently with submittal of
Customer's first claim for Direct Labor reimbursement, Customer will notify
Boeing of Customer's then-current Average Direct Hourly Labor Rate, and
thereafter notify Boeing of any material change in such rate. If requested,
Customer shall furnish to Boeing such data as may be reasonably required to
substantiate such rate.
4.3 Warranty Inspections. In addition to the remedies to Correct
defects in Boeing Products, Boeing will reimburse Customer for the cost of all
Direct Labor to perform inspections (covered solely by this Section 4.3) of the
Aircraft to determine whether or not a covered defect exists in a Boeing
Product, provided:
4.3.1 the inspections are Warranty Inspections; and
4.3.2 such reimbursement will not apply to any Warranty
Inspections performed as an alternative to accomplishing a Correction when
Customer is given notice of the Correction by Boeing and the Correction is
available to Customer at the time such inspections are performed unless the
continued inspections are recommended by Boeing.
4.4 Credit Memorandum Reimbursement. All reimbursements made by Boeing
under this warranty will be in the form of Boeing credit memoranda which
Customer will be entitled to use in lieu of cash payments to pay, in whole or in
part, for the purchase of goods and services provided by Boeing and/or its
Affiliates, excluding payment for the Aircraft.
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4.5 Maximum Reimbursement. Unless otherwise agreed in writing, prior to
a Correction, the maximum reimbursement for Direct Labor and Direct Materials
used in Correcting a defective Boeing Product will not exceed 65% of Boeing's
then-current sales price for a new replacement Boeing Product or in specific
instances such other percentage of the then-current sales prices as may be
mutually agreed by Boeing and Customer.
4.6 Duplicate Product Assurance Remedies. Boeing shall not be obligated
to provide Customer any remedy which is a duplicate of any other remedy which
has been provided to Customer under any part of this Product Assurance Document,
provided however, that Customer at all times shall be entitled to the most
favorable of any duplicate remedy.
5. Discovery and Notice.
5.1 Valid Claim. For a claim to be valid:
(i) the defect must be discovered during the warranty
period; and
(ii) Boeing Product Assurance Contracts (whose address
will be provided to Customer in writing) must receive
written or telegraphic notice of the discovery within
90 days after expiration of the applicable (initial
or residual) warranty period. The notice must include
the information required by Section 6.2.1.
5.2 Notice. Receipt of Customer's notice of the discovery of a defect
secures Customer's rights to remedies under this Product Assurance Document,
whether or not Customer has Corrected the defect at the time of the notice or
Boeing requests additional information regarding the defect or claim.
5.3 Claim Submittal. Once Customer has given valid notice of the
discovery of a defect, claims may be submitted at any time after the defect is
Corrected.
5.4 Service Bulletins. Boeing may release service bulletins or service
letters advising Customer of the availability of certain warranty remedies. When
such advice is provided, Customer will be deemed to have fulfilled the
requirements for discovery of the defect and submittal of notice in this Product
Assurance Document as of the date specified in the service bulletin or service
letter.
6. Filing a Claim.
6.1 Authority to File. Claims may be filed by Customer or any
Authorized Agents who Customer empowers to act on Customer's behalf.
Empowerments will only be effective upon Boeing's receipt of the Authorized
Agent's express written agreement, in form reasonably satisfactory to Boeing, to
be bound by and to comply with all applicable terms and conditions of this AGTA.
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6.2 Claim Information.
6.2.1 All claims will at a minimum include the following:
(i) identity of claimant;
(ii) serial or block number of the Aircraft on
which the defective Boeing Product was
delivered;
(iii) part number of defective Boeing Product if
available;
(iv) description of the claimed defect and
reasonable proof that the defect exists; and
(v) date the defect was discovered.
6.2.2 Additional information may be reasonably required based
on the nature of the defect and the remedies requested. Boeing will promptly
request such additional information from Customer.
6.2.3 Boeing may reject a claim which does not comply with the
requirements of this Section 6.2.
6.3 Boeing Claim Processing.
6.3.1 All claims must be signed and submitted directly by
Customer or its Authorized Agent to Boeing Product Assurance Contracts.
6.3.2 Boeing will promptly review the claim and give prompt
notification of claim approval or rejection. If the claim is rejected, then
Boeing will promptly provide written explanation as to the reason for such
rejection. In the event of rejection, Customer will have the opportunity to
resubmit the claim in accordance with the above procedures if additional
information not provided in the initial claim becomes available.
7. Corrections Performed by Customer.
7.1 Facilities Requirements. Customer may at its option perform
Corrections to Boeing Products or may subcontract Corrections to an Authorized
Agent of Customer.
7.2 Technical Requirements. All Corrections performed by Customer or
its Authorized Agent must be performed in accordance with Boeing's applicable
service manuals, bulletins or other written instructions provided in advance by
Boeing to Customer, using parts and materials furnished or approved by Boeing.
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7.3 Claims for Reimbursement.
7.3.1 As stated in Section 4 above, Boeing will promptly
reimburse Customer for reasonable costs of Direct Labor and Direct Materials,
excluding time expended for normal overhaul, to perform a Correction to a
defective Boeing Product. Customer's claim for reimbursement must contain
reasonably sufficient information to substantiate Direct Labor hours expended
and Direct Materials consumed. Customer or its Authorized Agent may be required
to produce invoices for materials. Boeing will also reimburse actual Direct
Labor hours reasonably necessary for interim repairs performed prior to a final
correction, if the repair and procedure is approved by Boeing. Direct Labor for
which Customer is reimbursed under this Section 7.3.1 includes work performed
towards a Correction that does not fully correct the defect if Boeing
instructions were not sufficient to Correct the defect.
7.3.2 Notwithstanding anything to the contrary contained
herein, reimbursement for Direct Labor hours to perform Corrections defined in a
service bulletin or service letter will be based on the labor estimates in the
service bulletin or service letter.
7.4 Disposition of Defective Boeing Products Beyond Economical Repair.
7.4.1 Unless Customer has received confirmation from Boeing or
its on-site customer services representative in accordance with Section 7.4.2,
defective Boeing Products that are found to be beyond economical repair will be
retained for a period of 60 days from the date Boeing receives Customer's claim
for such parts. Boeing may request return, at Boeing's expense, of such Boeing
Products during the 60 day period for inspection and confirmation of defect.
7.4.2 If after the 60 day holding period, Customer has not
received a request for return of a defective Boeing Product from Boeing, such
Boeing Product with a value of U.S. $2000 or less may be scrapped without
notification to Boeing. If such Boeing Product has a value greater than U.S.
$2000, Customer must obtain confirmation of unrepairability by Boeing's on-site
customer services representative prior to scrapping. Confirmation may be in the
form of the customer services representative's signature on Customer's claim or
through direct communication between the customer services representative and
Boeing Product Assurance Contracts.
8. Corrections Performed by Boeing.
Customer may, at its option, return Boeing Products to Boeing for
correction in which event the following provisions shall apply with respect to
each Boeing Product so returned to Boeing for Correction in accordance with this
Part 2 of this Product Assurance Document.
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8.1 Freight Charges. Customer will pay freight charges to return a
defective Boeing Product to Boeing. Boeing will promptly reimburse Customer for
the charge for any item determined to be defective under this Product Assurance
Document. Boeing will pay freight charges to return the Corrected Boeing
Product.
8.2 Customer Instructions. The documentation shipped with the returned
defective Boeing Product may include specific technical instructions for work to
be performed on the Boeing Product or written request to contact Customer prior
to commencing any Corrections. The absence of such instructions or request will
evidence Customer's authorization for Boeing to proceed to perform all
reasonably necessary Corrections and work required to return the Boeing Product
to a serviceable condition.
8.3 Correction Time Objectives.
8.3.1 All Corrections shall be performed by or for Boeing at
Boeing's expense with reasonable care and dispatch in order that the Aircraft or
Boeing Product involved will not be kept out of service longer than necessary.
Boeing's objective for making Corrections is 10 working days for avionics and
electronic Boeing Products, 30 working days for other Boeing Products Corrected
at Boeing's facilities, and 40 working days for other Boeing Products Corrected
at a Boeing subcontractor's facilities. The objectives are measured from the
date Boeing receives the defective Boeing Product and a valid claim to the date
Boeing ships the Corrected Boeing Product.
8.3.2 If Boeing reasonably believes that it will exceed or
does exceed a Correction time objective and Customer has procured spare Boeing
Products for the defective Boeing Product in quantities shown in Boeing's
Recommended Spare Parts List (RSPL), then Boeing will either expedite the
Correction to meet Customer's completion date or provide a similar Boeing
Product on a no-charge loan or lease basis until a Corrected Boeing Product is
returned to Customer.
8.4 Title Transfer and Risk of Loss.
8.4.1 Title to and risk of loss of any Boeing Product returned
to Boeing will at all times remain with Customer or any other title holder of
such Boeing Product. While Boeing has possession of the returned Boeing Product,
Boeing will have only such liabilities as a bailee for mutual benefit would
have, but will not be liable for loss of use.
8.4.2 If Correction of a defect requires shipment of a new
Boeing Product, then at the time Boeing ships the new item, title to and risk of
loss for the returned Boeing Product will pass to Boeing, and title to and risk
of loss for the new Boeing Product will pass to Customer.
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9. Returning an Aircraft.
9.1 Conditions. Unless Boeing and Customer agree otherwise, an Aircraft
may be returned to Boeing's facilities, or such other facility as may be
mutually agreed to, for Correction only if a defect occurs during the ferry
flight following delivery or if:
(i) Boeing and Customer agree a defect exists;
(ii) Customer lacks access to either its own adequate
facilities (or its contractor's facilities if used by
Customer in the normal course of its business),
equipment, qualified personnel, or data to perform
the Correction; and
(iii) it is not practical, in Boeing's reasonable
estimation, to dispatch Boeing personnel to perform
the Correction at a remote site.
9.2 Correction Costs. In the event an Aircraft is returned to Boeing
facilities, Boeing will perform the Correction at no charge to Customer in
accordance with the Correction objectives and other conditions herein. Subject
to the conditions of Section 9.1, Boeing will promptly reimburse Customer for
the costs of fuel, oil and landing fees incurred in ferrying the aircraft to
Boeing and back to Customer's facilities. Customer will use reasonable efforts
to minimize the length of both flights.
9.3 Separate Agreement. Boeing and Customer will enter into a separate
agreement covering return of the Aircraft and performance of the Correction.
Customer may be invoiced for work performed by Boeing that is not part of the
Correction if and to the extent authorized by Customer within a reasonable
period of time.
10. Customer's Indemnification of Boeing.
The provisions of Section 8.2, "Title and Risk with Customer", of the
AGTA will apply to any work performed with due care by Boeing in conformity with
Customer's specific technical instructions, to the extent any legal liability of
Boeing is based upon Boeing's performing such work in conformance with the
content of such instructions.
11. Disclaimer and Release; Exclusion of Liabilities.
11.1 DISCLAIMER AND RELEASE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
ELSEWHERE IN THE AGTA OR THE PURCHASE AGREEMENT, THE WARRANTIES, OBLIGATIONS AND
LIABILITIES OF BOEING AND THE REMEDIES OF CUSTOMER STATED IN THIS PRODUCT
ASSURANCE DOCUMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY
WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND
LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER
AGAINST BOEING,
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EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING PROVIDED UNDER THIS AGTA
AND THE APPLICABLE PURCHASE AGREEMENTS, INCLUDING, BUT NOT LIMITED TO:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
(C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN
TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF
BOEING; AND
(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
LOSS OF OR DAMAGE TO ANY AIRCRAFT.
11.2 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL HAVE NO
OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT,
WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF
USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES
WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, BOEING PRODUCT OR
OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENTS.
11.3 Definitions. For the purpose of this Section ▇▇, "▇▇▇▇▇▇" ▇▇
"▇▇▇▇▇▇" is defined as The Boeing Company, its divisions, subsidiaries,
Affiliates, the assignees of each, and their respective directors, officers,
employees and agents.
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PRODUCT ASSURANCE DOCUMENT
PART 3: BOEING SERVICE LIFE POLICY
1. Definitions.
FAILED COMPONENT - a SLP Component in which a Failure has occurred.
FAILURE - means any defect, failure or breakage, in a SLP Component.
SLP COMPONENT - the items listed in Supplemental Exhibit SLP1 to the
applicable Purchase Agreement for a specific model of Aircraft that is installed
in the Aircraft at the time of delivery or is purchased from Boeing by Customer
as a spare part, or is purchased from Boeing or delivered by Boeing as a
Correction or replacement under this Product Assurance Document.
POLICY - the Service Life Policy contained in this Part 3 to the
Product Assurance Document.
2. Service Life Policy.
2.1 SLP Commitment. If a Failure occurs in a SLP Component within the
time periods specified in Section 2.2 below, Boeing will as promptly as
practicable, at a price calculated pursuant to Section 3 below, either (i)
design and furnish to Customer a Correction of the Failed Component (including
Boeing standard parts but excluding industry standard parts), (ii) design and
furnish to Customer materials required to Correct or repair the Failed Component
(including Boeing standard parts but excluding industry standard parts) or (iii)
furnish to Customer a replacement SLP Component for the Failed Component.
2.2 SLP Policy Periods.
2.2.1 The Policy period for SLP Components initially installed
on an Aircraft is 12 years after delivery of the Aircraft.
2.2.2 The Policy period for SLP Components purchased from
Boeing by Customer as spare parts is 12 years after delivery of such SLP
Component, or 12 years after delivery of the last new Aircraft of a specific
model, whichever first expires.
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3. Price.
The price that Customer will pay for the correction or replacement of a
Failed Component will be calculated pursuant to the following formula:
P = C*T
---
144
where:
P = price to Customer
C = SLP Component sales price at time of correction or
replacement
T = total age in months (to the nearest month) of the
Failed Component from the date of delivery of Failed
Component to Customer to the date of correction or
replacement.
4. Conditions and Limitations.
Boeing's obligations under this Policy are conditioned upon the
following:
4.1 Customer must notify Boeing of the Failure within three months
after it becomes apparent.
4.2 Customer must provide reasonable evidence that the claimed defect
or Failure is covered by this Policy and, if requested by Boeing, that such
defect or Failure was not the result of (i) a defect or Failure in a component
not covered by this Policy, (ii) an extrinsic force, or (iii) a negligent or
improper act or omission of Customer, including, without limitation, operation
or maintenance contrary to applicable governmental regulations or Boeing's
applicable service bulletins, service letters, maintenance manuals, overhaul
manuals and other written Boeing instructions provided to Customer by Boeing
prior to such alleged negligent or improper act or omission of Customer.
4.3 If return of a Failed Component is practicable and requested by
Boeing, Customer will return such Failed Component to Boeing at Boeing's
expense.
4.4 Customer's rights and remedies under this Policy are limited to the
receipt of corrective materials or replacement components at prices calculated
pursuant to Section 3 above. If corrections or replacements are performed by
Boeing at Customer's request, the rates charged Customer for such installation
shall not exceed the rates charged other commercial customers of Boeing during
substantially the same time period.
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5. Disclaimer and Release; Exclusion of Liabilities.
This Part 3 and the rights and remedies of Customer and the obligations
of Boeing are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES provisions of Section 11 of Part 2 of this
Product Assurance Document.
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PRODUCT ASSURANCE DOCUMENT
PART 4: SUPPLIER WARRANTY COMMITMENT
1. Supplier Warranties and Supplier Patent Indemnities.
Boeing will obtain adequate warranties and indemnities against patent
and copyright infringement enforceable by Customer from all suppliers and
manufacturers (Suppliers) of Supplier Products (and their replacements under
this Product Assurance Document) installed on the Aircraft at the time of
delivery. Boeing will furnish copies of the warranties and patent indemnities to
Customer as soon as available but no later than delivery of the first Aircraft
of a model.
2. Boeing Assistance in Administration of Supplier Warranties.
Customer will be responsible for submitting warranty claims directly to
Suppliers; however, if Customer experiences problems enforcing any Supplier
warranty obtained by Boeing for Customer, Boeing will promptly conduct an
investigation of the problem, report to Customer the results of its
investigation, and assist Customer in the resolution of those claims. To the
extent warranties are for the benefit of Boeing only and not enforceable by
Customer, Customer may submit its claim to Boeing and Boeing will promptly
enforce such warranty against the applicable Supplier.
3. Boeing Support in Event of Supplier Default.
3.1 In the event that:
3.1.1 any Supplier, under any Supplier warranty obtained by
Boeing pursuant to Section 1 above, defaults in the performance of any material
obligation contained in such Supplier warranty, with respect to a defect in
material or workmanship or a defect in design in any Supplier Product (and their
replacements under the Product Assurance Document) installed in the Aircraft at
the time of delivery, and
3.1.2 Customer submits to Boeing Product Assurance Contracts,
reasonable proof that such default has occurred, then the warranty set forth in
Section 2.1(ii) or 2.1(iii), as the case may be, of Part 2 of the Product
Assurance Document, and Sections 3.1 through Section 11.3 of such Part 2, shall
apply to such defect to the same extent as if such Supplier Product (or
replacement pursuant to this Product Assurance Document) were a Boeing Product,
except that:
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(i) the warranty period with respect to such Supplier
Product shall be the longer of the applicable period set forth in such Supplier
warranty, if a warranty period is expressly set forth therein, or the warranty
period set forth in Section 3.1 of Part 2 of this Product Assurance Document,
and
(ii) the warranty notice period shall be as specified
in Section 5 of Part 2 of this Product Assurance Document.
3.2 At Boeing's request, Customer will assign to Boeing, and Boeing
will be subrogated to, its rights against the Supplier provided by the Supplier
warranty.
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PRODUCT ASSURANCE DOCUMENT
PART 5: BOEING INTERFACE COMMITMENT
1. Interface Problems.
If Customer experiences any technical problems in the operation of an
Aircraft or its systems, the cause of which is not readily identifiable by
Customer but which Customer believes to be attributable to the design
characteristics of the Aircraft or one or more of its systems, defined as an
Interface Problem, Boeing will, without additional charge to Customer, promptly
conduct an investigation and analysis to determine the cause or causes of the
Interface Problem and to recommend such corrective action as may be feasible. At
the reasonable request of Boeing, Customer will furnish to Boeing all data and
information in its possession reasonably relevant to the Interface Problem and
will reasonably cooperate with Boeing in the conduct of investigations and tests
which may be required. Boeing will promptly advise Customer in writing at the
conclusion of its investigation of Boeing's opinion as to the causes of the
Interface Problem and Boeing's recommendation as to corrective action.
2. Boeing Responsibility.
If Boeing determines that the Interface Problem is primarily
attributable to the design of any Boeing Product, Boeing will Correct the design
of such item to the extent of any then-existing obligations of Boeing under the
provisions of the applicable Boeing warranty or Boeing Service Life Policy.
3. Supplier Responsibility.
If Boeing determines that the Interface Problem is primarily
attributable to the design of an item not manufactured to Boeing's detailed
design, Boeing will reasonably assist Customer in processing a warranty claim
against the Supplier of the item. Boeing will also take whatever reasonable
action is permitted by its contracts with such Supplier in an effort to obtain a
correction of the Interface Problem acceptable to Customer. If the Supplier
fails within a reasonable period of time to take appropriate action on Boeing's
recommendation as to the necessary corrective action and Customer submits to
Boeing, within a reasonable period of time, proof of such failure, then Boeing
shall take action in accordance with the provisions of the Supplier Warranty
Commitments (Part 4 to this Product Assurance Document).
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4. Joint Responsibility.
If Boeing determines that the Interface Problem is partially
attributable to the design of a Boeing Product and partially attributable to a
Supplier Product, Boeing will promptly seek a solution to the Interface Problem
through the cooperative efforts of Boeing and the Supplier of the other item and
will promptly advise Customer of such corrective actions as may be proposed by
Boeing and such Supplier; such proposal to be consistent with any then existing
obligations of Boeing and such Supplier. If such proposal is acceptable to
Customer, the proposed action shall be taken.
5. General.
Customer will, if requested by Boeing, assign to Boeing subject to
mutually agreed terms, any of its rights against any supplier as Boeing may
reasonably require to fulfill its obligations under this Boeing Interface
Commitment.
6. Disclaimer and Release; Exclusion of Liabilities.
This Part 5 and the rights and remedies of Customer and the obligations
of Boeing herein are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES provisions of Section 11 of Part 2 of this
Product Assurance Document.
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PRODUCT ASSURANCE DOCUMENT
PART 6: BOEING INDEMNITIES AGAINST PATENT
AND COPYRIGHT INFRINGEMENT
1. Indemnity Against Patent Infringement.
Subject to the exceptions, limitations and conditions set forth in this
Part 6, Boeing will indemnify Customer with respect to all claims, suits and
liabilities arising out of any actual or alleged patent infringement through its
use, lease or resale of any Aircraft or any Boeing Product installed on an
Aircraft at delivery.
2. Indemnity Against Copyright Infringement.
Subject to the exceptions, limitations and conditions set forth in this
Part 6, Boeing will indemnify Customer with respect to all claims, suits and
liabilities arising out of any actual or alleged copyright infringement through
its use, lease or resale of any computer software installed on an Aircraft at
delivery.
3. Exceptions, Limitations and Conditions.
3.1 Boeing's obligation to indemnify Customer for patent infringement
will extend only to infringements in countries which, at the time of the
infringement, were party to and fully bound by either (a) Article 27 of Chicago
Convention on International Civil Aviation of December 7, 1944, or (b) the
International Convention for the Protection of Industrial Property (Paris
Convention).
3.2 Boeing's obligation to indemnify Customer for copyright
infringement is limited to infringements in countries which, at the time of the
infringement, are members of The Berne Union and recognize computer software as
a "work" under The Berne Convention.
3.3 The indemnities provided under this Part 6 will not apply to BFE,
Engines, any system, accessory, equipment, Part or software (i) not manufactured
to Boeing's detailed design; (ii) manufactured to Boeing's detailed design
without Boeing's authorization; or (iii) used other than for its intended
purpose.
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3.4 Customer must deliver written notice to Boeing (i) within 10 days
after Customer first receives written notice of any suit or other formal action
against Customer and (ii) within 20 days after Customer first receives any
written allegation or written claim of infringement covered by this Part 6.
Notwithstanding the preceding sentence, failure to so notify Boeing shall not
relieve it of any liability that it may have to Customer except to the extent
that Boeing demonstrates that the defense of such action or claim is prejudiced
thereby.
3.5 In the event that such action or claim shall be brought, Boeing
may, at any stage in the proceedings and at its option and expense following
prior written notice to Customer: (i) negotiate with any party claiming
infringement (ii) intervene in any infringement suit or action covered by this
indemnity, (iii) assume or control the defense of any infringement suit or
action covered by this indemnity, and/or (iv) attempt to resolve any claim of
infringement covered by these indemnities by replacing the allegedly infringing
Aircraft or any Boeing Product installed on an Aircraft at delivery (or
replacement part provided by Boeing thereafter under this Purchase Agreement) or
any computer software installed on an Aircraft at delivery (or replacement
computer software provided by Boeing thereafter under this Purchase Agreement)
with a noninfringing equivalent.
3.6 Customer will use best reasonable efforts to promptly furnish to
Boeing all data, records and assistance within its possession or control which
Boeing considers relevant or material to any alleged infringement covered by
this Part 6.
3.7 Except as required by a final judgment entered against Customer by
a court of competent jurisdiction from which no appeals can be or have been
filed, Customer will obtain Boeing's written approval prior to paying,
committing to pay, assuming any obligation or making any material concession
relative to any infringement covered by these indemnities.
3.8 BOEING WILL HAVE NO OBLIGATION OR LIABILITY UNDER THIS PART 6 FOR
LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL
DAMAGES. THE OBLIGATIONS OF BOEING AND REMEDIES OF CUSTOMER STATED IN THIS PART
6 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES
AND RENOUNCES ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BOEING AND
ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING OR ANY ASSIGNEE
OF BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
ACTUAL OR ALLEGED PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT
OR THE LIKE BY ANY AIRCRAFT OR ANY SYSTEM, ACCESSORY, EQUIPMENT, PART OR
SOFTWARE RELATED TO ANY AIRCRAFT.
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3.9 For the purposes of this Part ▇, "▇▇▇▇▇▇" ▇▇ "▇▇▇▇▇▇" is defined as
The Boeing Company, its divisions, wholly owned subsidiaries, the permitted
assignees of each and their respective directors, officers, employees and
agents.
3.10 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.
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EXHIBIT D
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
AIRFRAME ESCALATION ADJUSTMENT DOCUMENT
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EXHIBIT D
AIRFRAME ESCALATION ADJUSTMENT DOCUMENT
1. Formula.
The Escalation Adjustment to the Airframe Price and the Optional
Features Price will be determined at the time of delivery of an Aircraft in
accordance with the following formula:
Pa = (P(o))(L + M - 1)
Where:
P a = Escalation Adjustment to the Airframe Price and
the Optional Features Price. (For Model 737-600,
737-700 and 737-800, the Airframe Price includes the
Engine Price.)
P(o) = Airframe Price and Optional Features Price (as set
forth in the Purchase Agreement).
L = .65 x ECI(n)
------
ECI(o)
In determining the value of L, the ratio of ECI(n) divided
by ECI(o) shall be expressed as a decimal rounded to the
nearest ten-thousandth and then multiplied by 0.65, with
the resulting value also expressed as a decimal and rounded
to the nearest ten-thousandth.
M = .35 x ICI(n)
------
ICI(o)
In determining the value of M, the ratio of ICI(n) divided
by ICI(o) shall be expressed as a decimal rounded to the
nearest ten-thousandth and then multiplied by 0.35, with
the resulting value also expressed as a decimal and rounded
to the nearest ten-thousandth.
ECI(n) = the three-month arithmetic average value
(expressed as a decimal and rounded to the
nearest tenth) of the "Employment Cost Index for
Workers in Aerospace Manufacturing" (ECI code
3721, base year 1989 = 100), as
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released by the U.S. Department of Labor, Bureau
of Labor Statistics for the fifth, sixth and
seventh months prior to the Scheduled Delivery
Month of the applicable Aircraft. As the
Employment Cost Index values are only released
on a quarterly basis, the value released for the
month of March will be used for the months of
January and February; the value for June used
for April and May; the value for September used
for July and August; and the value for December
used for October and November.
ECI(o) = the value specified in Table 1 to the Purchase
Agreement, which value is equal to the
three-month arithmetic average value (expressed
as a decimal and rounded to the nearest tenth)
of the "Employment Cost Index for Workers in
Aerospace Manufacturing" (ECI code 3721), as
released by the U.S. Department of Labor, Bureau
of Labor Statistics for the fifth, sixth and
seventh months prior to the month and year
specified as "Price Base Year" in Table 1 of the
Purchase Agreement. As the Employment Cost Index
values are only released on a quarterly basis,
the value released for the month of March will
be used for the months of January and February;
the value for June used for April and May; the
value for September used for July and August;
and the value for December used for October and
November.
ICI(n) = the three-month arithmetic average (expressed
as a decimal and rounded to the nearest tenth)
of the "Producer Prices and Price Index" of the
Industrial Commodities Index (base year 1982 =
100), as released by the U.S. Department of
Labor, Bureau of Labor Statistics, for the
fifth, sixth and seventh months prior to the
Scheduled Delivery Month of the applicable
Aircraft.
ICI(o) = the value specified in Table 1 to the Purchase
Agreement, which value is equal to the
three-month arithmetic average (expressed as a
decimal and rounded to the nearest tenth) of the
"Producer Prices and Price Index" of the
Industrial Commodities Index, as released by the
U.S. Department of Labor, Bureau of Labor
Statistics, for the fifth, sixth and seventh
months prior to the month and year specified as
"Price Base Year" in Table 1 of the Purchase
Agreement.
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Note: i. As an example, with respect to ECI(n) and ICI(n) above, for
an Aircraft having a Scheduled Delivery Month of January, the
months June, July and August of the preceding year will be utilized
in determining the value of ECI(n) and ICI(n).
ii. .65 is the numeric ratio attributed to labor in the formula
for the Escalation Adjustment to the Airframe Price and the
Optional Features Price.
iii. .35 is the numeric ratio attributed to materials in the
formula for the Escalation Adjustment to the Airframe Price and the
Optional Features Price.
2. Values to be Utilized in the Event of Unavailability or Revision of
Methodology.
2.1 If, prior to the delivery of an Aircraft, the Bureau of Labor
Statistics substantially revises the methodology used for the determination of
the indices to be used to determine the ECI and ICI values (in contrast to
benchmark adjustments or other corrections of previously released indices), or
for any reason has not released indices needed to determine the applicable
Escalation Adjustment to the Airframe Price and the Optional Features Price, the
parties will, prior to the delivery of such Aircraft, select a substitute index
from other Bureau of Labor Statistics data or similar data reported by
non-governmental organizations. Such substitute index will result in the same
adjustment, insofar as possible, as would have been achieved by continuing to
use the original index as such index may have fluctuated during the applicable
time period had such index not been discontinued or revised. However, if within
24 months from delivery of the Aircraft, the Bureau of Labor Statistics should
resume releasing indices without a revision in methodology for the months needed
to determine the Escalation Adjustment to the Airframe Price and the Optional
Features Price, such indices will be used to determine any increase or decrease
in the Escalation Adjustment to the Airframe Price and the Optional Features
Price for the Aircraft from that determined at the time of delivery of the
Aircraft.
2.2 Notwithstanding Section 2.1 above, if prior to the Scheduled
Delivery Month of an Aircraft, the Bureau of Labor Statistics changes the base
year for determination of the ECI and ICI values as defined above, such rebased
values will be incorporated in the Escalation Adjustment calculation.
2.3 In the event escalation provisions are made non-enforceable or
otherwise rendered void by any agency of the United States Government, the
parties agree, to the extent they may lawfully do so, to equitably adjust the
Aircraft Price of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring since February
1995, which is consistent with the applicable provisions of Section 1 of this
Exhibit D.
2.4 Boeing will submit either a supplemental invoice or refund the
amounts due Customer as appropriate to reflect any increase or decrease in the
Escalation
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Adjustment for an Aircraft made pursuant to Section 2.1 above. Any payments due
to Boeing or Customer shall be made with reasonable promptness.
Note: i. The indices, released by the Bureau of Labor Statistics and
available to Boeing 30 days prior to the Scheduled Delivery Month
of an Aircraft, will be used to determine the ECI and ICI values
for the applicable months (including those noted as preliminary by
the Bureau of Labor Statistics) to calculate the Escalation
Adjustment for the Aircraft invoice at the time of delivery. The
values will be considered final and no increase or decrease in the
Escalation Adjustment for an Aircraft will be made after Aircraft
delivery for any subsequent changes in published indices.
ii. Any rounding of all numbers under this Exhibit D with
respect to calculating the Escalation Adjustment shall be
accomplished as follows: if the first digit of the portion to be
dropped from the number to be rounded is five or greater, then the
preceding digit shall be raised to the next higher number.
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Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
SAMPLE INSURANCE CERTIFICATE (CUSTOMER)
================================================================================
BROKER'S LETTERHEAD
================================================================================
[date]
Certificate of Insurance Ref. No.
----------------
THIS IS TO CERTIFY TO:
The Boeing Company
Post Office Box 3707
Mail Stop 13-57
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Manager - Aviation Insurance for
Vice President - Employee Benefits,
Insurance and Taxes
CC: Boeing Commercial Airplane Group
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Vice President - Contracts
that Insurers, EACH FOR HIS OWN PART AND NOT ONE FOR THE OTHER, are providing
the following insurance:
NAMED INSURED: AMERICAN AIRLINES, INC.
ADDRESS OF INSURED: ▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇/▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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 _______, 1997 BETWEEN
AMERICAN AND BOEING, AS MORE PARTICULARLY DESCRIBED ON
THE ATTACHED SCHEDULE OF AIRCRAFT, AS SUCH SCHEDULE MAY
BE AMENDED FROM TIME TO TIME.
1
66
Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
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 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
LIMIT OF LIABILITY: [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2
67
Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
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, Boeing is included
as an additional Insured, but only to the extent that American is
obligated by its agreements to indemnify and hold harmless Boeing under
Section 8.2.1 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 Boeing to the extent that
American has waived such rights by the terms of its agreements to
indemnify Boeing pursuant to the Purchase Agreement;
3. Solely with respect to Aircraft Liability Insurance, to the extent
Boeing 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 Boeing, but only to the
extent that American is obligated by its agreements to indemnify and
hold harmless Boeing under Section 8.2.1 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: Boeing 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 Boeing for
thirty (30) days after receipt by Boeing of written notice from the
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68
Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
Insurers or their authorized representatives or Broker of such
cancellation, change or lapse; and
8. For the purposes of the Certificate, "Boeing" is defined as The Boeing
Company, its divisions, any wholly-owned subsidiary of The Boeing
Company 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, provided that such assignees or
subsidiaries have performed services under Exhibit B to the AGTA and
Supplemental Exhibit CS1 to the Purchase Agreement, and their
respective directors, officers and employees."
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69
Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
AMR CORPORATION, AMERICAN AIRLINES, INC.,
AND ALL THEIR 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% PARTICIPATION NUMBER
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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.
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70
Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
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)
6
71
Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
PURCHASE AGREEMENT ASSIGNMENT
This PURCHASE AGREEMENT ASSIGNMENT (this "Assignment"), dated
as of [__________, ____], is between AMERICAN AIRLINES, INC., a Delaware
corporation (together with its successors and permitted assigns, the
"Assignor"), and [____________], a [__________] corporation (the "Assignee").
W I T N E S S E T H :
WHEREAS, the Assignor and the Manufacturer (as hereinafter
defined) are parties to the Purchase Agreement (as hereinafter defined),
providing, among other things, for the manufacture and sale by the Manufacturer
to the Assignor of certain aircraft, engines and related equipment, including
the Aircraft (as hereinafter defined) covered by the Participation Agreement (as
hereinafter defined); and
WHEREAS, the Assignee wishes to acquire title to the Aircraft
from the Assignor, and the Assignor, on the terms and conditions hereinafter set
forth, is willing to assign to the Assignee certain of the Assignor's rights in
and interests under the Purchase Agreement, and the Assignee is willing to
accept such assignment as hereinafter set forth; and
WHEREAS, such acquisition and assignment are intended to
permit consummation of the transactions contemplated by the Participation
Agreement; and
WHEREAS, the Manufacturer is willing to execute and deliver to
the Assignee a Consent and Agreement (the "Consent and Agreement") to the
provisions hereof in substantially the form of Annex A hereto;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
1. For all purposes of this Assignment, except as otherwise expressly provided
or unless the context otherwise requires, the following terms shall have the
following meanings:
"Aircraft" shall mean the Boeing [model] [type] aircraft,
bearing United States registration number [N ], delivered or to be
delivered under the Purchase Agreement, including the aircraft engines
installed on such aircraft on the date of delivery thereof pursuant to
the Purchase Agreement.
"Lease" shall mean the Lease Agreement, dated as of
[__________, ____], between the Assignor, as lessee, and the Assignee,
as lessor, as the same may be amended, modified or supplemented in
accordance with the terms of the Operative Documents.
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"Manufacturer" shall mean The Boeing Company, a Delaware
corporation, and its successors and assigns.
"Participation Agreement" shall mean the Participation
Agreement, dated as of [________, ____], between the Security Trustee,
the Lenders, the Assignor and the Assignee, as the same may be amended,
modified or supplemented from time to time in accordance with the terms
of the Operative Documents.
"Purchase Agreement" shall mean Purchase Agreement No.
[_____], dated as of [__________,_____], between the Manufacturer and
the Assignor (as heretofore amended, modified and supplemented),
providing, among other things, for the manufacture and sale by the
Manufacturer to the Assignor of Boeing Model [model] [type] aircraft,
as the same may hereafter be amended, modified or supplemented to the
extent permitted by the terms of this Assignment and the Mortgage, and
including, without limitation, as part thereof, the exhibits thereto.
All other terms used herein in capitalized form without definition shall, when
used herein, have the meanings specified in Appendix A to the Lease.
2. The Assignor has assigned, transferred and set over and does hereby assign,
transfer and set over unto the Assignee all the Assignor's rights in and
interests under the Purchase Agreement as and to the extent that the same relate
to the Aircraft and the purchase and operation thereof and in and to the
Manufacturer's Warranty ▇▇▇▇ of Sale, except to the extent reserved below,
including, without limitation, in such assignment (a) all claims for damages in
respect of the Aircraft arising as a result of any default by the Manufacturer
under the Purchase Agreement or under its warranty included in the
Manufacturer's Warranty ▇▇▇▇ of Sale, and (b) any and all rights of the Assignor
to compel performance of the terms of the Purchase Agreement in respect of the
Aircraft; reserving to the Assignor, however, (i) the right to purchase and take
title to the Aircraft pursuant to the Purchase Agreement, (ii) all the
Assignor's rights and interests in and to the Purchase Agreement as and to the
extent that the Purchase Agreement relates to aircraft other than the Aircraft
and the purchase and operation of such aircraft and to the extent that it
relates to any other matters not directly pertaining to the Aircraft, (iii) all
the Assignor's rights and interests in or arising out of any payments made or to
be made by the Assignor in respect of the Aircraft under the Purchase Agreement
or amounts credited or to be credited by the Manufacturer to the Assignor in
respect of the Aircraft or otherwise, (iv) the right to demand, accept and
retain all rights in and to all property (other than the Aircraft), data,
documents, software, training, services, tools, and other things that the
Manufacturer is obligated to provide or does provide pursuant to the Purchase
Agreement, (v) all rights in respect of parts covered by the [Spare Parts
General Terms Agreement No. __] between the Manufacturer and the Assignor (as
heretofore or from time to time hereafter amended, modified or supplemented)
relating to the Purchase Agreement, (vi) the right to maintain representatives
at the Manufacturer's assembly plant or delivery center pursuant to the Purchase
Agreement, and (vii) the additional rights set forth in any Letter Agreements or
Purchase Agreement Supplements (as such terms are used in the Purchase
Agreement), as at any time amended, modified or supplemented, to
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the Purchase Agreement. The Assignee hereby accepts the foregoing assignment
subject to the terms hereof.
Notwithstanding the foregoing, with respect to the Aircraft,
if and so long as the Assignee shall not have declared the Lease to be in
default or the Lease shall not have been deemed to have been declared in default
pursuant to Section [ ] thereof, and after such declaration or deemed
declaration, as the case may be, if and so long as all Events of Default shall
have been remedied by the Assignor, the Assignee authorizes the Assignor, to the
exclusion of the Assignee, to exercise in the Assignor's name all rights and
powers of the "Customer" under the Purchase Agreement and to retain any recovery
or benefit resulting from the enforcement of any warranty or indemnity, or
resulting from any refund, damages or other claims under the Purchase Agreement
in respect of the Aircraft, except that the Assignor may not enter into any
change order or other amendment, modification or supplement to the Purchase
Agreement without the written consent or countersignature of the Assignee if
such change order, amendment, modification or supplement would result in any
rescission, cancellation or termination of the Purchase Agreement in respect of
the Aircraft. Any payments or amounts that, pursuant to the preceding sentence,
would have been required to be paid to the Assignor by the Manufacturer but for
the existence of an Event of Default (and that have been paid to the Assignee by
the Manufacturer) shall be held by the Assignee pursuant to Section [ ] of the
Lease or applied as otherwise provided in the Lease and shall be paid over to
the Assignor at the earlier of (a) such time as there shall not be existing any
Event of Default, and to the extent not used to cure any existing Event of
Default, and (b) [______] days after the Assignee's receipt of such payment,
during which period the Assignee shall not have been limited by operation of law
or otherwise from exercising remedies under the Lease and shall not have
commenced to exercise any remedy available to it under Section [ ] of the Lease.
Each of the Assignor and the Assignee agrees with the other
and expressly for the benefit of the Manufacturer that, for all purposes of this
Assignment, the Manufacturer shall not be deemed to have knowledge of, and need
not recognize, any Event of Default unless and until the Manufacturer shall have
received from the Assignee written notice thereof addressed to the
Manufacturer's Vice President, Contracts, at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇-▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telex: 32-9430, answerback: BOEINGREN RNTN, and, in acting in
accordance with the terms of the Purchase Agreement and this Assignment, the
Manufacturer may act with acquittance and conclusively rely upon any such
notice.
3. Each of the Assignor and the Assignee agrees with the other and expressly for
the benefit of the Manufacturer that, anything herein contained to the contrary
notwithstanding: (a) the Assignor shall at all times remain liable to the
Manufacturer under the Purchase Agreement to perform all the duties and
obligations of the "Customer" thereunder to the same extent as if this
Assignment had not been executed; and (b) the exercise by the Assignee of any of
the rights assigned hereunder shall not release the Assignor from any of its
duties or obligations to the Manufacturer under the Purchase Agreement except to
the extent that such exercise by the Assignee
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shall constitute performance of such duties and obligations. It is expressly
agreed that, except as provided in the next succeeding paragraph, none of the
Assignee, the Security Trustee or any Lender shall have any obligation or
liability under the Purchase Agreement by reason of, or arising out of, this
Assignment or be obligated to perform any of the obligations or duties of the
Assignor under the Purchase Agreement or to make any payment or to make any
inquiry as to the sufficiency of any payment received by any of them or to
present or file any claim or to take any other action to collect or enforce any
claim for any payment assigned hereunder.
Without in any way releasing the Assignor from any of its
duties or obligations under the Purchase Agreement, the Assignee expressly
confirms for the benefit of the Manufacturer that, insofar as the provisions of
the Purchase Agreement relate to the Aircraft, in exercising any rights under
the Purchase Agreement, or in making any claim with respect to the Aircraft or
any other things delivered or to be delivered pursuant to the Purchase
Agreement, the terms and conditions of the Purchase Agreement, including,
without limitation, the disclaimer and release and exclusion of liabilities
provisions in the Product Assurance Document and the insurance and indemnity
provisions in Section 8.2 of the AGTA (as such term is used in the Purchase
Agreement), shall apply to, and be binding upon, the Assignee to the same extent
as the Assignor; provided, however, that nothing contained in this Assignment
shall in any way diminish or limit the provisions of the Assignor's indemnities
in Section [ ] of the Participation Agreement with respect to any liability of
the Assignee or the Security Trustee to the Manufacturer in any way relating to
or arising out of the Purchase Agreement. Assignee further agrees, expressly for
the benefit of the Manufacturer, that at any time and from time to time upon the
written request of the Manufacturer, the Assignee shall promptly and duly
execute and deliver any and all such further assurances, instruments and
documents and take all such further action as the Manufacturer may reasonably
request in order to obtain the full benefits of the Assignee's agreements set
forth in this paragraph.
Nothing contained herein shall subject the Manufacturer to any
liability to which it would not otherwise be subject under the Purchase
Agreement or modify in any respect the contract rights of the Manufacturer
thereunder (except as provided in the attached Consent and Agreement).
The Assignor does hereby constitute, effective at any time
after the Assignee has declared the Lease to be in default or after the Lease
shall have been deemed to have been declared in default pursuant to Section [ ]
thereof, and thereafter so long as any Event of Default shall be continuing, the
Assignee and its successors and permitted assigns as the Assignor's true and
lawful attorney, irrevocably, with full power (in the name of the Assignor or
otherwise) to ask for, require, demand, receive, compound and give acquittance
for any and all monies and claims for monies due and to become due under, or
arising out of, the Purchase Agreement in respect of the Aircraft, to the extent
that the same have been assigned as provided in this Assignment and, for such
period as the Assignee may exercise rights with respect thereto under this
Assignment, to endorse any checks or other instruments or orders in connection
therewith and to file any
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claims or take any actions or institute (or, if previously commenced, assume
control of) any proceedings and to obtain any recovery in connection therewith
which the Assignee may deem to be necessary or advisable in the premises.
4. The Assignor and the Assignee each agree that at any time and from time to
time, upon the written request of the other, it will promptly and duly execute
and deliver any and all such further instruments and documents and take such
further action as the other may reasonably request in order to obtain the full
benefits of this Assignment and of the rights and powers herein granted.
5. The Assignor does hereby represent and warrant that the Purchase Agreement,
insofar as it relates to the Aircraft, is in full force and effect and is a
legal, valid and binding obligation of the Assignor enforceable against the
Assignor in accordance with its terms and that the Assignor is not in default
thereunder. The Assignor does hereby further represent and warrant that the
Assignor has not assigned or pledged, and hereby covenants that it will not
assign or pledge so long as this Assignment shall remain in effect, the whole or
any part of the rights hereby assigned or any of its rights with respect to the
Aircraft under the Purchase Agreement not assigned hereby, to anyone other than
the Assignee.
6. The Assignee agrees that it will not enter into any agreement that would
amend, modify, supplement, rescind, cancel or terminate the Purchase Agreement
in any respect without the prior written consent of the Assignor.
7. This Assignment is executed by the Assignor and the Assignee concurrently
with the execution and delivery of the Participation Agreement and the Lease.
8. The Assignee agrees that it will not disclose to any third party the terms of
the Purchase Agreement or this Assignment, except (i) to the other parties to
the Participation Agreement or their successors and permitted assigns, (ii) to
[parent corporation of Assignee], (iii) as required by applicable law,
governmental regulation or judicial process, provided Assignee furnishes the
Manufacturer with prompt written notice and affords the Manufacturer reasonable
opportunity to obtain a protective order or other reasonably satisfactory
assurance that confidential treatment will be accorded the information required
to be disclosed, (iv) with the consent of the Assignor and the Manufacturer, (v)
to counsel to any of the parties to the Participation Agreement or any other
Lender or [parent corporation of Assignee], (vi) to bank examiners and auditors
of any of the parties to the Participation Agreement or their successors and
permitted assigns, (vii) in connection with any sale of any interest in the
Aircraft effectuated pursuant to the exercise of remedies under Section [ ] of
the Lease or (viii) to any Person with whom any Lender or any [investor in
Assignee] is in good faith conducting negotiations relating to the possible
transfer and sale of its interest in the transactions contemplated by the
Operative Documents, if such Person shall have entered into an agreement similar
to that contained in this Section 8 whereby such Person agrees for the express
benefit of the Assignor and the Manufacturer to hold such information
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confidential. Any disclosure as contemplated by clauses (i), (ii), (v), (vi) and
(vii) of the preceding sentence shall be subject to the requirement that the
entity to which such information is disclosed shall be subject to obligations of
nondisclosure with respect to such information substantially the same as
contained herein.
9. Pursuant to the Mortgage, the Assignee has assigned to and pledged with the
Security Trustee all the rights and interest of the Assignee in and under the
Purchase Agreement to the extent assigned by this Assignment.
10. This Assignment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same
instrument.
11. THIS ASSIGNMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
12. This Assignment shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns.
13. All notices with respect to the matters contained herein shall be delivered
in the manner and to the addresses provided in Section [____] of the
Participation Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Purchase Agreement Assignment to be duly executed as of the day and year first
above written.
AMERICAN AIRLINES, INC.
By
---------------------------------
Name:
Title:
[name of ASSIGNOR]
By
---------------------------------
Name:
Title:
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The undersigned, as Security Trustee for the benefit of the
Lenders and as assignee of, and holder of a security interest in, the rights and
interest of the Assignee in and under the Purchase Agreement and the foregoing
Purchase Agreement Assignment, agrees that its rights and remedies thereunder
shall be governed by the foregoing Purchase Agreement Assignment, including,
without limitation, the second paragraph of Section 3 of the Purchase Agreement
Assignment.
[name of Security Trustee], not in its
individual capacity, except as expressly
provided herein, but solely as Security
Trustee
By
---------------------------------------
Name:
Title:
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Annex A to Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
CONSENT AND AGREEMENT
N[ ]; MSN [ ]
The undersigned, The Boeing Company, a Delaware corporation,
hereby acknowledges notice of and consents to the terms of the foregoing
Purchase Agreement Assignment (herein called the "Assignment", the defined terms
therein being used hereinafter with the same meaning), and hereby confirms to
the Assignee that:
(i). all representations, warranties, indemnities, and agreements of
the Manufacturer under the Purchase Agreement with respect to the
Aircraft and the warranty of the Manufacturer included in the
Manufacturer's Warranty ▇▇▇▇ of Sale shall, subject to the terms and
conditions thereof, inure to the benefit of the Assignee to the same
extent as if originally named the "Customer" therein, except as
provided in Section 2 of the Assignment;
(ii). neither the Assignee, the Security Trustee nor any Lender shall
be liable for any of the obligations or duties of the Assignor under
the Purchase Agreement, nor shall the Assignment give rise to any
duties or obligations whatsoever on the part of the Assignee, the
Security Trustee or any Lender owing to the Manufacturer, except for
the agreements of the Assignee and the Security Trustee in the
Assignment to the effect that, in exercising any rights under the
Purchase Agreement or making any claim with respect to the Aircraft or
any other things delivered or to be delivered pursuant to the Purchase
Agreement, the terms and conditions of the Purchase Agreement,
including, without limitation, the disclaimer and release and exclusion
of liabilities provisions in the Product Assurance Document and the
insurance and indemnity provisions in Section 8.2 of the AGTA (as such
term is used in the Purchase Agreement), shall apply to, and be binding
upon, the Assignee and the Security Trustee to the same extent as the
Assignor;
(iii). the Manufacturer consents to: [(w) the execution by the Assignor
and the Assignee of the Participation Agreement, and the sale of the
Aircraft by the Assignor to the Assignee under the Participation
Agreement; (x) the execution by the Assignor and the Assignee of the
Lease, and the lease of the Aircraft by the Assignee to the Assignor
under the Lease;] (y) the mortgage of all of the Assignee's right,
title and interest in and to the Purchase Agreement and the Aircraft by
the Assignee pursuant to the Mortgage to the Security Trustee for the
benefit of the Lenders; and (z) the assignment by the Assignee of its
rights under the Assignment to the Security Trustee pursuant to the
Mortgage, and agrees that each of the Assignment and the Mortgage
constitutes an agreement by the Assignee as required by Section 9.2 of
the AGTA; and
(iv). the Manufacturer will continue to pay to the Assignor all
payments that the Manufacturer may be required to make in respect of
the Aircraft under the
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Purchase Agreement, unless and until the Manufacturer shall have
received from the Assignee written notice addressed to the
Manufacturer's Vice President, Contracts at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇-▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, telex: 32-9430, answerback: BOEINGREN RNTN,
that the Lease has been declared to be in default or deemed to have
been declared in default pursuant to Section [____] thereof and that
such default is continuing, whereupon the Manufacturer will make any
and all payments that it may be required thereafter to make under the
Purchase Agreement in respect of the Aircraft (to the extent that the
right to receive such payments has been assigned under the Assignment
or the Mortgage), directly to the Security Trustee at its address at
[address of Security Trustee] or, after receiving written notice from
the Security Trustee that the Lien of the Mortgage has been released,
to the Assignee at such address as the Assignee may specify, unless and
until the Manufacturer shall have received from the Assignee notice
addressed as aforesaid, that no Event of Default is continuing,
whereupon the Manufacturer will make all such payments that the
Manufacturer may be required to make thereafter in respect of the
Aircraft under the Purchase Agreement to the Assignor.
The Manufacturer hereby represents and warrants that: (A) the
Manufacturer is a corporation duly organized and existing in good standing under
the laws of the State of Delaware; (B) the making and performance of the
Purchase Agreement and this Consent and Agreement have been duly authorized by
all necessary corporate action on the part of the Manufacturer, do not require
any stockholder approval and do not contravene the Manufacturer's certificate of
incorporation or by-laws or any indenture, credit agreement or other contractual
agreement to which the Manufacturer is a party or by which it is bound; (C) the
making and performance of this Consent and Agreement do not contravene any law
binding on the Manufacturer; and (D) the Purchase Agreement constituted as of
the date thereof and at all times thereafter to and including the date of this
Consent and Agreement, and constitutes as of the date hereof, a binding
obligation of the Manufacturer enforceable against the Manufacturer in
accordance with its terms, and this Consent and Agreement is a binding
obligation of the Manufacturer enforceable against the Manufacturer in
accordance with its terms, in each case subject to (i) the limitation of
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the rights of creditors generally, and (ii) general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law). It is understood that the execution by the Manufacturer of
this Consent and Agreement is subject to the condition that, concurrently with
the delivery of the Aircraft to the Assignee, the Assignee shall lease the
Aircraft to the Assignor under the Lease.
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The Consent and Agreement shall in all respects be governed by
and construed in accordance with the laws of the State of Washington, including
all matters of construction, validity and performance.
Dated as of _____________, ______.
THE BOEING COMPANY
By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Manufacturer's Serial Number:
----------
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MANUFACTURER'S CONSENT AND AGREEMENT TO
ASSIGNMENT OF WARRANTIES
Reference is made to (i) Purchase Agreement No. [______], dated as of
[_________], 1997 (as amended, modified and supplemented, the "Purchase
Agreement") between THE BOEING COMPANY, a Delaware corporation (the
"Manufacturer"), and AMERICAN AIRLINES, INC., a Delaware corporation
("American"), and (ii) the Boeing [model] [type] aircraft bearing Manufacturer's
serial number [_____] and U.S. Registration No. N[_____] (the "Aircraft"). The
Manufacturer hereby acknowledges notice of and consents to the assignment (the
"Warranty Assignment") by American to [_________________________], as Security
Trustee (the "Security Trustee") under that certain Aircraft Security Agreement
dated as of [________, ____] (the "Security Agreement"; capitalized terms used
herein without definition have the meanings specified therefor in the Security
Agreement), between American and the Security Trustee, of all right, title and
interest of American in, to and under (i) Parts 1, 2, 3, 4 and 6 of Exhibit C to
the Purchase Agreement, but only to the extent that the same relate to
continuing rights of American in respect of any warranty or indemnity, express
or implied, as to title, materials, workmanship or design with respect to the
Airframe or the Engines (the "Warranty Rights") and (ii) the Warranty ▇▇▇▇ of
Sale. The Manufacturer hereby confirms that:
(i) all obligations of the Manufacturer contained in the
Warranty Rights, the FAA ▇▇▇▇ of Sale and the Warranty ▇▇▇▇ of Sale,
together with all rights, powers, privileges, options and other
benefits of American under the same with respect to such warranties or
indemnities, shall, subject to the terms and conditions thereof, inure
to the benefit of the Security Trustee under the Security Agreement to
the extent provided therein to the same extent as if the Security
Trustee had originally been named the "Customer" in the Purchase
Agreement; and
(ii) except as otherwise provided herein, neither the Security
Trustee nor any Lender shall be liable, by virtue of the Warranty
Assignment, for any of the obligations or duties of the Customer under
the Purchase Agreement, nor shall the Warranty Assignment give rise to
any duties or obligations whatsoever on the part of the Security
Trustee or any Lender owing to the Manufacturer or to make any payment
or to make any inquiry as to the sufficiency of any payment received by
any of them or to present or file any claim or to take any other action
to collect or enforce any claim for any payment assigned hereunder.
Anything contained herein, in the Security Agreement or in any
other document to the contrary notwithstanding, the Manufacturer's consent and
agreements hereunder are expressly conditioned on the following: (i) American
shall at all times
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remain liable to the Manufacturer under the Purchase Agreement to perform all
the duties and obligations of the "Customer" thereunder to the same extent as if
this Manufacturer's Consent had not been executed; (ii) until the receipt from
the Security Trustee of written notice addressed to the Manufacturer's Vice
President - Contracts, at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇-▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(Telex: 32-9430, Answer back: BOEINGREN RNTN), that an Event of Default (as
defined in the Security Agreement) has been declared and is continuing, the
Manufacturer shall perform its duties and obligations under Parts 1, 2, 3, 4 and
6 of Exhibit C to the Purchase Agreement with respect to the Aircraft
exclusively at the direction of American, and after the receipt of such notice,
the Manufacturer shall make any and all payments which it may be required
thereafter to make under the Purchase Agreement in respect of the Aircraft (to
the extent that the right to receive such payments has been assigned under the
Security Agreement), directly to the Security Trustee at its address at [address
of Security Trustee], Attention: Corporate Trust Department, unless and until
the Manufacturer shall have received from the Security Trustee notice addressed
as aforesaid, that no Event of Default is continuing, whereupon the Manufacturer
will make all such payments which the Manufacturer may be required to make
thereafter in respect of the Aircraft under the Purchase Agreement to American;
(iii) the exercise by the Security Trustee of any of the rights assigned
hereunder shall not release American from any of its duties or obligations to
the Manufacturer under the Purchase Agreement except to the extent that such
exercise by the Security Trustee shall constitute performance of such duties and
obligations; and (iv) without in any way releasing American from any of its
duties or obligations under the Purchase Agreement, it is understood that the
Security Trustee agrees for the benefit of the Manufacturer that, insofar as the
provisions of the Purchase Agreement relate to the Aircraft, in exercising any
rights under the Warranty Rights, or in making any claim with respect to the
Aircraft thereunder or any other things delivered or to be delivered pursuant
thereto, the terms and conditions of the Purchase Agreement, including, without
limitation, the disclaimer and release and exclusion of liabilities provisions
in the Product Assurance Document and the insurance and indemnity provisions in
Section 8.2 of the AGTA (as defined in the Purchase Agreement), shall apply to,
and be binding upon, the Security Trustee to the same extent as American.
Nothing contained herein or in the Security Agreement shall subject the
Manufacturer to any liability to which it would not otherwise be subject under
the Purchase Agreement or modify in any respect the contract rights of the
Manufacturer thereunder.
The Manufacturer hereby represents and warrants that (A) the
Manufacturer is a corporation duly organized and existing in good standing under
the laws of the State of Delaware and has the requisite power and authority to
enter into and perform its obligations under the Purchase Agreement and this
Manufacturer's Consent; (B) the making and performance of the Purchase Agreement
and this Manufacturer's Consent have been duly authorized by all necessary
corporate action on the part of the Manufacturer, do not require any stockholder
approval and do not contravene the Manufacturer's certificate of incorporation
or by-laws or any indenture, credit agreement or other contractual agreement to
which the Manufacturer is a party or by which it is bound; (C) the making and
performance of this Manufacturer's Consent do not contravene
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law binding on the Manufacturer; and (D) each of the Purchase Agreement and the
Warranty ▇▇▇▇ of Sale as of the date thereof and at all times thereafter to and
including the date of this Manufacturer's Consent and this Manufacturer's
Consent constitutes a binding obligation of the Manufacturer enforceable against
the Manufacturer in accordance with its terms, subject, in each case, to (i) the
limitation of applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the rights of creditors generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
Dated: __________, ____.
THE BOEING COMPANY
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Accepted and Agreed:
AMERICAN AIRLINES, INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
[Name of Security Trustee],
as Security Trustee
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Manufacturer's Serial Number:
------------------
3
84
Appendix IV to Aircraft General Terms
Agreement No. AGTA-AAL
POST-DELIVERY SALE NOTICE
[Date]
The Boeing Company
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Vice President - Contracts
Mail Stop 75-38
Ladies and Gentlemen:
Reference is made to (i) Purchase Agreement No. [______],
dated as of [_________], 1997 (as amended, modified and supplemented, the
"Purchase Agreement") between The Boeing Company ("Boeing"), and American
Airlines, Inc. ("American"), and (ii) the Boeing [model] [type] aircraft bearing
manufacturer's serial number [_____] and U.S. Registration No. N[_____] (the
"Aircraft"). Capitalized terms used herein without definition have the meanings
specified therefor in the Purchase Agreement.
In connection with the transfer by American to
[_______________] ("Assignee") of certain rights and interests of American in
and under the Purchase Agreement relating to the Aircraft and the operation
thereof, and the assumption by Assignee of certain of the obligations of
American accruing thereunder, such transfer and assumption being effected
pursuant to the [assignment and assumption agreement], dated as of [ , ] (the
"Assignment"), between American and Assignee, an executed copy of which is
attached hereto, the following is hereby confirmed for your benefit:
(1) Assignee agrees for your benefit to perform all of its
obligations under the Assignment. Without limiting the generality of
the foregoing, Assignee further agrees that, insofar as the provisions
of the Purchase Agreement relate to the Aircraft, in exercising any
rights under the Purchase Agreement, or in making any claim with
respect to the Aircraft or other thing delivered or to be delivered
pursuant to the Purchase Agreement, the terms and conditions of the
Purchase Agreement, including, without limitation, the disclaimer and
release and exclusion of liabilities provisions in the Product
Assurance Document and the insurance and indemnity provisions in
Section 8.2 of the AGTA, shall apply to, and be binding upon, Assignee
to the same extent as American.
(2) American hereby confirms that such transfer shall not be
deemed to release American from any obligation under the Purchase
Agreement in respect of the Aircraft relating to the period prior to
the date hereof.
AGTA-AAL
85
Appendix IV to Aircraft General Terms
Agreement No. AGTA-AAL
(3) Each of American and the Assignee confirms that nothing
contained in the Assignment shall subject Boeing to any liability to
which it would not otherwise be subject under the Purchase Agreement or
modify in any respect the contract rights of Boeing thereunder.
Boeing by its acknowledgment hereinbelow acknowledges for the benefit
of American and Assignee that: (a) Boeing has received notice of and consents to
the Assignment; and (b) except as otherwise provided in the Assignment, all
representations, warranties, indemnities, and agreements of Boeing under the
Purchase Agreement with respect to the Aircraft shall, subject to the terms and
conditions thereof, inure to the benefit of Assignee to the same extent as if
Assignee had originally been named the "Customer" therein.
[ASSIGNEE]
By:
-----------------------------
Name:
----------------------
Title:
---------------------
AMERICAN AIRLINES, INC.
By:
-----------------------------
Name:
----------------------
Title:
---------------------
ACKNOWLEDGED:
THE BOEING COMPANY
By:
-----------------------------
Name:
----------------------
Title: Attorney-in-Fact
---------------------
Manufacturer's Serial No.
-------
AGTA-AAL
86
Appendix V to Aircraft General Terms
Agreement No. AGTA-AAL
CONTRACTOR CONFIDENTIALITY AGREEMENT
This Agreement is entered into between ____________________
(Contractor) and American Airlines, Inc. (Customer) and will be effective as of
the date stated below.
In connection with Customer's provision to ________________________
(Contractor) of certain Materials, Proprietary Materials and Proprietary
Information, reference is made to Purchase Agreement No. ______ dated as of
_______ , ______ between The Boeing Company (Boeing) and Customer (Purchase
Agreement).
Capitalized terms used herein without definition will have the same meaning as
in the Purchase Agreement.
Boeing has agreed to permit Customer to make certain Materials,
Proprietary Materials and Proprietary Information relating to Customer's Boeing
/SELECT AS APPROPRIATE://[Model ________ aircraft] [Model ________ aircraft
bearing Manufacturer's Serial Number ______, Registration No. ________]/ (the
Aircraft) available to Contractor in connection with Customer's contract with
Contractor (the Contract) to /SELECT://[maintain/repair/modify the
Aircraft]/[develop and/or manufacture training devices for Customer's use in
connection with the Aircraft]/[develop and/or manufacture or redesign any spare
part when permitted under the provisions of the Spare Parts General Terms
Agreement between Boeing and Customer, and then only to the extent expressly
permitted therein]/[develop training programs solely for Customer's use in
accordance with the provisions of the Purchase Agreement]. As a condition of
receiving the Proprietary Materials and Proprietary Information, Contractor
agrees as follows:
1. For purposes of this Agreement:
"AIRCRAFT SOFTWARE" means software intended to fly with and be utilized
in the operation of an Aircraft.
"MATERIALS" are defined as any and all items that are created by
Boeing or a third party, which are provided directly or indirectly from Boeing
and serve primarily to contain, convey or embody information. Materials may
include either tangible embodiments (for example, documents or drawings), or
intangible embodiments (for example, software and other electronic forms) of
information but exclude Aircraft Software.
"PROPRIETARY INFORMATION" means any and all proprietary, confidential
and/or trade secret information owned by Boeing or a Third Party.
"PROPRIETARY MATERIALS" means Materials that contain, convey, or embody
Proprietary Information.
AGTA-AAL
87
Appendix V to Aircraft General Terms
Agreement No. AGTA-AAL
"THIRD PARTY" means anyone other than Boeing, Customer and Contractor.
2. Boeing has authorized Customer to grant to Contractor a worldwide,
non-exclusive, personal and nontransferable license to use Proprietary Materials
and Proprietary Information internally in connection with performance of the
Contract or as may otherwise be authorized by Boeing in writing. Contractor will
keep confidential and protect from disclosure to any person, entity or
government agency, including any person or entity affiliated with Contractor,
other than Contractor's employees and agents on a need-to-know basis, all
Proprietary Materials and Proprietary Information. Individual copies of all
Materials are provided to Contractor subject to copyrights therein, and all such
copyrights are retained by Boeing or, in some cases, by Third Parties.
Contractor is authorized to make copies of Materials (except for Materials
bearing the copyright legend of a Third Party) provided, however, Contractor
preserves the restrictive legends and proprietary notices on all copies. All
copies of Proprietary Materials will belong to Boeing and be treated as
Proprietary Materials under this Agreement.
3. Contractor specifically agrees not to use Proprietary Materials or
Proprietary Information in connection with the manufacture or sale of any part
or design except as expressly permitted by this Agreement. Unless otherwise
agreed with Boeing in writing, Proprietary Materials and Proprietary Information
may be used by Contractor only for /SELECT AS APPROPRIATE://[work on the
Aircraft for which Boeing has designated such Proprietary Materials]/[the sole
purpose of developing and/or manufacturing training devices for Customer's use
in connection with the Aircraft]/ [the sole purpose of developing and/or
manufacturing or redesigning any spare part only for use on Customer's Aircraft,
only as permitted under the provisions of the Spare Parts General Terms
Agreement between Boeing and Customer, and then only to the extent expressly
permitted therein]/[developing training programs solely for Customer's use in
accordance with the provisions of the Purchase Agreement]. Contractor recognizes
and agrees that it is responsible for ascertaining and ensuring that all
Materials are appropriate for the use to which they are put.
4. Contractor will not attempt to gain access to information by reverse
engineering, decompiling, or disassembling any portion of any software provided
to Contractor pursuant to this Agreement.
5. Upon Boeing's request at any time, Contractor will promptly return to
Boeing (or, at Boeing's option, destroy) all Proprietary Materials, together
with all copies thereof and will certify to Boeing that all such Proprietary
Materials and copies have been so returned or destroyed.
6. To the extent required by a government regulatory agency having
jurisdiction over Contractor, Customer or the Aircraft, Contractor is authorized
to provide Proprietary Materials and disclose Proprietary Information to the
agency for the agency's use in connection with Contractor's authorized use of
such Proprietary Materials and/or Proprietary Information for /SELECT AS
APPROPRIATE://[maintenance, repair, or modification
AGTA-AAL
88
Appendix V to Aircraft General Terms
Agreement No. AGTA-AAL
of the Aircraft]/[development and/or manufacturing of training devices for
Customer's use in connection with the Aircraft]/ [development and/or manufacture
or redesign of any spare part when permitted under the provisions of the Spare
Parts General Terms Agreement between Boeing and Customer, and then only to the
extent expressly permitted therein]/[development of training programs solely for
Customer's use in accordance with the provisions of the Purchase Agreement]/.
Contractor agrees to take reasonable steps to prevent such agency from making
any distribution or disclosure, or additional use of the Proprietary Materials
and Proprietary Information so provided or disclosed. Contractor will advise the
agency in writing of the restrictions contained in this Agreement on the
disclosure and use of such Proprietary Materials and Proprietary Information,
and will cooperate with all reasonable requests of Boeing or Customer in
connection with any efforts by Boeing to obtain an appropriate protective order
or other assurances that the agency will comply with such restrictions.
Contractor further agrees to promptly notify Boeing upon learning of any (i)
distribution, disclosure, or additional use by such agency, (ii) request to such
agency for distribution, disclosure, or additional use, or (iii) intention on
the part of such agency to distribute, disclose, or make additional use of the
Proprietary Materials or Proprietary Information.
7. Boeing is a third-party beneficiary of this Agreement, and Boeing may
enforce any and all of the provisions of the Agreement directly against
Contractor. Contractor hereby submits to the jurisdiction of the Washington
state courts and the United States District Court for the Western District of
Washington with regard to any claims Boeing may make under this Agreement. It is
agreed that Washington law (excluding Washington's conflict-of-law principles)
governs this Agreement.
8. No disclosure or physical transfer by Boeing or Customer to Contractor,
of any Proprietary Materials or Proprietary Information covered by this
Agreement will be construed as granting a license, other than as expressly set
forth in this Agreement, or any ownership right in any patent, patent
application, copyright or proprietary information.
9. The provisions of this Agreement will apply notwithstanding any
markings or legends, or the absence thereof, on any Proprietary Materials.
10. This Agreement is the entire agreement of the parties regarding the
ownership and treatment of Proprietary Materials and Proprietary Information,
and no modification of this Agreement will be effective as against Boeing unless
in writing signed by authorized representatives of Contractor, Customer and
Boeing.
AGTA-AAL
89
Appendix V to Aircraft General Terms
Agreement No. AGTA-AAL
11. Failure by either party to enforce any of the provisions of this
Agreement will not be construed as a waiver of such provisions. If any of the
provision of this Agreement is held unlawful or otherwise ineffective by a court
of competent jurisdiction, the remainder of the Agreement will remain in full
force.
ACCEPTED AND AGREED TO this
Date: _____________________, ______
----------------------------------- AMERICAN AIRLINES, INC.
(CONTRACTOR)
----------------------------------- -----------------------------------
By: By:
-------------------------------- --------------------------------
Its: Its:
------------------------------- -------------------------------
AGTA-AAL
90
Appendix V to Aircraft General Terms
Agreement No. AGTA-AAL
================================================================================
▇▇▇▇ OF SALE
================================================================================
KNOW ALL PERSONS BY THESE PRESENTS:
THAT________________ (SELLER), a ( location of incorporation)
corporation whose address is (address of corporation), is the owner of the full
legal and beneficial title to that certain BOEING MODEL ______________ AIRCRAFT
manufactured by The Boeing Company bearing FEDERAL AVIATION ADMINISTRATION
REGISTRATION IDENTIFICATION ____________ and MANUFACTURER'S SERIAL NUMBER
____________, together with the (quantity) (Engine Model) series engines
installed thereon, manufactured by (Engine Manufacturer), bearing MANUFACTURER'S
SERIAL NUMBERS (engine serial numbers), respectively, together with all
appliances, parts, instruments, appurtenances, accessories, furnishings, or
other equipment or property installed on or attached to said aircraft and
engines, other than equipment furnished by (Customer) as Buyer Furnished
Equipment (BFE).
THAT for and in consideration of the sum of $1.00 and other
valuable consideration SELLER does this ____ day of_________ ,______ , grant,
convey, transfer, bargain and sell, deliver and set over, at (location: City,
State), pursuant and subject to the terms and conditions of Purchase Agreement
No._______ , dated ______, all of SELLER'S right, title and interest in and to
the above described aircraft, engines, appliances, parts, instruments,
appurtenances, accessories, furnishings and/or other equipment or property
(other than BFE) unto (Customer's Legal Name) (BUYER), and unto its successors
and assigns forever.
THAT SELLER hereby warrants to BUYER, its successors and assigns,
that there is hereby conveyed to BUYER on the date hereof, good title to the
aforesaid aircraft, engines, appliances, parts, instruments, appurtenances,
accessories, furnishings and/or other equipment or property (other than BFE),
free and clear of all liens, encumbrances and rights of others, and that it will
warrant and defend such title forever against all claims and demands whatsoever.
THIS ▇▇▇▇ of Sale is delivered by SELLER to BUYER in (in Place:
City, State), and governed by the law of the State of Washington.
IN WITNESS WHEREOF, SELLER has caused this instrument to be
executed by its duly authorized Attorney-In-Fact this ______ day of ______,
______.
(Seller's Name)
By
--------------------------
Title Attorney-In-Fact
-----------------------
AGTA-AAL
91
PURCHASE AGREEMENT NO. 1977
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
DATED AS OF OCTOBER __, 1997
RELATING TO BOEING MODEL 737-823 AIRCRAFT
92
TABLE OF CONTENTS
PAGE
ARTICLES NUMBER
-------- ------
1. Quantity, Model and Description 1
2. Delivery Schedule 1
3. Price 1
4. Payment 2
5. Miscellaneous 2
TABLE
1. Aircraft Delivery, Description, Price and Advance Payments
EXHIBITS
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
C. Defined Terms
SUPPLEMENTAL EXHIBITS
BFE1. BFE Variables
CS1. Customer Support Variables
SLP1. Service Life Policy Components
EE1. Engine Escalation, Engine Warranty and Patent Indemnity
P.A. No. 1977
i
93
LETTER AGREEMENTS
Letter Agreement No. 6-1162-AKP-070 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-071 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-072 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-073 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-074 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-075 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-076 Aircraft Performance Guarantees
Letter Agreement No. 6-1162-AKP-077 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-078 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No.1977
ii
94
Letter Agreement No. 6-1162-AKP-079 Escalation Sharing
Letter Agreement No. 6-1162-AKP-080 Installation of Cabin Systems
Equipment
Letter Agreement No. 6-1162-AKP-081 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-082 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-083 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-084 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-085 Component Reliability Commitments
Letter Agreement No. 6-1162-AKP-117 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No. 1977
iii
95
Purchase Agreement No. 1977
between
The Boeing Company
and
American Airlines, Inc.
------------------------------
This Purchase Agreement No. 1977 dated as of October _____,
1997 between The Boeing Company and American Airlines, Inc. relating to the
purchase and sale of Model 737-823 Aircraft hereby expressly incorporates by
reference all of the terms and conditions of the AGTA.
Article 1. Quantity, Model and Description.
Boeing will manufacture and sell to Customer, and Customer
will purchase, the Aircraft conforming to the Detail Specification, all in
accordance with the terms of this Purchase Agreement. The quantity of Aircraft
is specified in the Table 1 attached hereto and made a part hereof for all
purposes.
Article 2. Delivery Schedule.
The Scheduled Delivery Months of the Aircraft are as listed in
the attached Table 1.
Article 3. Price.
3.1 Basic Price. The Aircraft Basic Price (in 1995
dollars and subject to escalation in accordance with the applicable provisions
of the Purchase Agreement) for each Aircraft is listed in Table 1.
3.2 Advance Payment Base Price. The Advance Payment Base
Price for each Aircraft is listed in Table 1.
3.3 Aircraft and Advance Payment Price Components. The
components of the Aircraft Basic Price and the calculation of the Advance
Payment Base Prices for the Aircraft are listed in Table 1.
P.A. No. 1977
1
96
Article 4. Payment.
4.1 Deposit. Boeing acknowledges receipt of a Deposit in
the amount of $75,000 for each Aircraft.
4.2 Advance Payments. Customer will make Advance
Payments to Boeing in the amount of 30% of the Advance Payment Base Price of
each Aircraft in accordance with the payment schedule set forth in the attached
Table 1, beginning with a payment of 1%, less the Deposit, on the date of full
execution of this Purchase Agreement. Additional Advance Payments for each
Aircraft are due on the first business day of the months and in the amounts
listed in the attached Table 1.
4.3 Advance Payments Due. For any Aircraft whose
Scheduled Delivery Month is less than 24 months from the date of this Purchase
Agreement, the total amount of Advance Payments due upon the date of full
execution of this Purchase Agreement will include all Advance Payments which
are or were due on or before that date in accordance with the Advance Payment
schedule set forth in the attached Table 1.
4.4 Payment of Balances. Customer will pay the balance
of the Aircraft Price of each Aircraft, less the total amount of Advance
Payments and Deposits received by Boeing for such Aircraft, at delivery in
accordance with the terms and conditions of the Purchase Agreement.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1 contains and
consolidates information contained in Articles 1, 2 and 3 of this Purchase
Agreement with respect to (i) quantity of Aircraft, (ii) applicable Detail
Specification, (iii) Scheduled Delivery Months, (iv) Aircraft Basic Price, (v)
applicable escalation factors, (vi) Advance Payment Base Prices, and (vii)
Advance Payments and their schedules.
5.2 Aircraft Configuration. Exhibit A to this Purchase
Agreement contains the configuration information for the Aircraft including the
Detail Specification and Optional Features.
5.3 Aircraft Delivery Requirements and Responsibilities.
Exhibit B to this Purchase Agreement contains certain documentation and
approval responsibilities of Customer and Boeing.
5.4 Defined Terms. Exhibit C to this Purchase Agreement
contains certain defined terms used in the AGTA or elsewhere in this Purchase
Agreement. All capitalized terms used in this Purchase Agreement but not
otherwise defined shall have the meaning set forth in Exhibit C to this
Purchase Agreement or elsewhere in such Purchase Agreement.
P.A. No. 1977
2
97
5.5 BFE Variables. Supplemental Exhibit BFE1 to this
Purchase Agreement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft pursuant to the BFE Provisions Document.
5.6 Customer Support Variables. Supplemental Exhibit CS1
to this Purchase Agreement contains the variable information applicable to
goods and services furnished by Boeing in support of the Aircraft pursuant to
the Customer Support Document.
5.7 SLP Components. Supplemental Exhibit SLP1 to this
Purchase Agreement lists the airframe, landing gear and other components
covered by the Service Life Policy for the Aircraft as defined in Part 3 of the
Product Assurance Document.
5.8 Engine Escalation Variables. Supplemental Exhibit
EE1 to this Purchase Agreement contains the applicable escalation formula,
warranty, and patent indemnity for the Engines.
5.9 Negotiated Agreement; Entire Agreement. This
Purchase Agreement including, without limitation, the provisions of Article 8
of the AGTA relating to indemnification and insurance, and Section 11 of Part 2
of the Product Assurance Document relating to DISCLAIMER AND RELEASE and
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES has been the subject of discussion
and negotiation and is understood by the parties. The Aircraft Price and other
agreements of the parties stated in this Purchase Agreement were arrived at in
consideration of such provisions. This Purchase Agreement contains the entire
agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.
* * * * * * * * * * * * * * * *
DATED AS OF THE DATE FIRST ABOVE WRITTEN
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By By
-------------------------- ----------------------------
Its Its
-------------------------- ----------------------------
P.A. No. 1977
3
98
TABLE 1 TO
PURCHASE AGREEMENT NO. 1977
737-823 AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
Page 1
99
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit A to Purchase Agreement Number 1977
A-1
100
AIRCRAFT CONFIGURATION
Dated October __________, 1997
relating to
BOEING MODEL 737-823 AIRCRAFT
The configuration of the Aircraft is described in Detail Specification
D6-38808-69, dated of even date herewith. The Detail Specification consists of
Boeing Standard Detail Specification D6-38808, Revision F, dated March 8, 1996,
as amended to incorporate the applicable specification language which reflects
the changes to be included herein when identified, including the effects of
such changes on the Manufacturer's Empty Weight (MEW) and Operating Empty
Weight (OEW). The current revision of the above Detail Specification
D6-38808-69 may be further revised under future change orders to reflect the
effects of additional changes and features as may be selected by Customer
concurrent with, or subsequent to, execution of this Purchase Agreement.
A-1
101
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1977
P. A. No. 1977 B
102
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 737-823 AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities
and indicates recommended completion deadlines for the actions to be
accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of
the Scheduled Delivery Month of each Aircraft with respect to obtaining certain
government issued documentation.
1.1 Registration Documents.
Not later than 6 months prior to delivery of each
Aircraft, Customer will notify Boeing of the registration number to be painted
on the side of the Aircraft. In addition, and not later than 3 months prior to
delivery of each Aircraft, Customer will, by letter to the regulatory authority
having jurisdiction, authorize the temporary use of such registration number by
Boeing during the pre-delivery testing of the Aircraft. Customer is
responsible for furnishing any temporary or permanent registration certificates
required by any Governmental Authority having jurisdiction to be displayed
aboard the Aircraft after delivery.
1.2 Certificate of Sanitary Construction.
Boeing will obtain from the United States Public Health
Service prior to delivery of each Aircraft a United States Certificate of
Sanitary Construction for the Aircraft being delivered. The certificate will
be delivered to Customer at delivery of each Aircraft, and Customer will
display such certificate (or a written statement of the location of the
original certificate) aboard each Aircraft after delivery to Customer.
P.A. No. 1977
B-1
103
2. INSURANCE CERTIFICATES.
Insurance certificate requirements are defined in Article 8 of the
AGTA.
3. FLYAWAY CONFIGURATION AND FERRY FLIGHT INFORMATION.
3.1 Flyaway Configuration Notice.
Not later than 14 days prior to delivery of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
flyaway configuration of the Aircraft for its ferry flight. This configuration
letter should include:
(i) the name of the company which is to furnish
fuel for the ferry flight and any scheduled post-delivery flight training, the
method of payment for such fuel, and fuel load for the ferry flight;
(ii) the cargo to be loaded and where it is to
be stowed on board the Aircraft and address where cargo is to be shipped after
flyaway; and
(iii) any BFE equipment to be removed prior to
flyaway and returned to Boeing BFE stores for installation on Customer's
subsequent Aircraft.
The information contained in such configuration letter may
be changed from time to time by the mutual consent of Boeing and Customer.
3.2 Ferry Flight Information.
Customer will provide to Boeing at least 24 hours prior
to delivery of each Aircraft:
(i) a complete list of names and citizenship of
each crew member and non-revenue passenger who will be aboard the ferry flight;
and
(ii) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. Subsequent to the Boeing
production flight test, all FAA, Boeing, Customer and, if required, U.S.
Customs Bureau inspections will be scheduled by Boeing for completion prior to
delivery of the Aircraft. Customer will be informed of such schedules with as
much advance notice as practicable.
P.A. No. 1977
B-2
104
4.2 Schedule of Demonstration Flights. All FAA and
Customer demonstration flights will be scheduled by Boeing for completion prior
to delivery of the Aircraft. Boeing will provide to Customer at least 14 days
prior written notice of the date, time, and location of such flight. Boeing
will notify Customer in writing of any changes to such date, time, and
location.
4.3 Schedule for Customer's Flight Crew. Boeing will
inform Customer of the date that a flight crew is required for acceptance
routines associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to
Customer, without charge, 1,000 U.S. gallons of fuel and full capacity of
engine oil at the time of delivery or prior to the ferry flight of the
Aircraft.
4.5 Flight Crew and Passenger Consumables. Boeing will
provide a sufficient supply of food, potable water, coat hangers, towels,
toilet tissue, garbage bags, drinking cups and soap for the first segment of
the ferry flight for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft all delivery papers,
documents and data for execution and delivery. Boeing will pre-position in
Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the
Aircraft an executed original Form 8050-2, Aircraft ▇▇▇▇ of Sale, for the sale
to Customer and any additional executed forms of such ▇▇▇▇ of sale for any
transfers of title to the Aircraft from any of Boeing's sales subsidiary so
that following recordation of such ▇▇▇▇(s) of sale, Customer will have good and
marketable title to the Aircraft.
4.7 Delegation of Authority. Boeing will present a
certified copy of a Resolution of Boeing's Board of Directors, designating and
authorizing certain persons to act on its behalf in connection with delivery of
the Aircraft including the person executing the transfer of title documents.
4.8 Standard Airworthiness Certificate. Boeing will
provide at delivery of each Aircraft the Standard Airworthiness Certificate in
accordance with Article 3 of the AGTA.
P.A. No. 1977
B-3
105
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer
will provide a copy of its Aircraft Radio Station License (or a written
statement of the location of the original license) to be placed on board the
Aircraft following delivery.
5.2 Aircraft Flight Log. At delivery Customer will provide
the Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to
Boeing at delivery of the Aircraft an original or certified copy of Customer's
Delegation of Authority designating and authorizing certain persons to act on
its behalf in connection with delivery of the specified Aircraft.
P.A. No. 1977
B-4
106
PURCHASE AGREEMENT DEFINITIONS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1977
P.A. No. 1977
C
107
PURCHASE AGREEMENT DEFINITIONS
Dated October ______, 1997
relating to
BOEING MODEL 737-823 AIRCRAFT
I. Definitions.
The following terms, when used in capitalized form in this Purchase Agreement,
including the AGTA and any exhibits, schedules, attachments, supplements,
amendments and letter agreements to this Purchase Agreement, have the following
meanings:
"Advance Payments" means the payments made by Customer in advance
of delivery with respect of an Aircraft pursuant to Section 4.2 of the Purchase
Agreement.
"Advance Payment Base Price" has the meaning set forth in Section
2.1.6 of the AGTA.
"Affiliate", with respect to a specified Person, means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such Person. For the purposes of this definition,
"control" when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"AGTA" has the meaning set forth in the recital of the Aircraft
General Terms Agreement of even date herewith between Boeing and Customer.
"Aircraft" means any or all, as the context requires, of the
Boeing Model 737-823 aircraft described in Table 1 to the Purchase Agreement,
together with the Engines and Parts that are incorporated or installed in or
attached to such aircraft.
"Aircraft Basic Price" has the meaning set forth in Section 2.1.4
of the AGTA.
"Aircraft Price" has the meaning set forth in Section 2.1.7 of the
AGTA.
"Aircraft Software" has the meaning set forth in Part 1 of the
Product Assurance Document.
P.A. No. 1977
C-1
108
"Airframe Escalation Adjustment Document" has the meaning set forth
in Section 2.1.5 of the AGTA.
"Airframe Price" has the meaning set forth in Section 2.1.1 of the
AGTA.
"ATA" has the meaning set forth in Section 1 to Part 3 of the
Customer Support Document.
"Authorized Agent" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Average Direct Hourly Labor Rate" has the meaning set forth in
Part 1 of the Product Assurance Document.
"BFE Provisions Document" means the Buyer Furnished Equipment
Provisions Document attached to the AGTA as Exhibit A.
"Boeing" has the meaning set forth in the recital of the AGTA.
"Boeing Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Buyer Furnished Equipment" or "BFE" has the meaning set forth in
Section 1.2 of the AGTA.
"Correct" or "Correction" has the meaning set forth in Part 1 of
the Product Assurance Document.
"Corrected Boeing Product" has the meaning set forth in Part 1 of
the Product Assurance Document.
"Customer" has the meaning set forth in the recital of the AGTA.
"Customer Support Document" means the Customer Support Document
attached to the AGTA as Exhibit B.
"Deposit" means the deposit made by Customer in respect of an
Aircraft pursuant to Section 4.1 of the Purchase Agreement.
"Detail Specification" means the Detail Specification identified in
Exhibit A to the Purchase Agreement, as the same is amended from time to time
by Boeing and Customer pursuant to Article 4 of the AGTA.
"Development Changes" has the meaning set forth in Section 4.2 of
the AGTA.
P.A. No. 1977
C-2
109
"Direct Labor" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Direct Materials" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Documents" has the meaning set forth in Section 1 of Part 3 to the
Customer Support Document.
"Engine" means each of the two engines installed on an Aircraft and
identified in Table 1 to the Purchase Agreement, together with any and all
Parts incorporated or installed in or attached to each such engine.
"Engine Price" has the meaning set forth in Section 2.1.3 of the
AGTA.
"Engine Supplier" means the manufacturer of the Engine.
"Escalation Adjustment" has the meaning set forth in Section 2.1.5
of the AGTA.
"Excusable Delay" has the meaning set forth in Section 7.1 of the
AGTA.
"FAA" means the Federal Aviation Administration of the United
States of America and any agency or instrumentality of the United States
government succeeding to its functions.
"Failed Component" has the meaning set forth in Section 1 of Part 3
to the Product Assurance Document.
"Failure" has the meaning set forth in Section 1 of Part 3 to the
Product Assurance Document.
"Federal Aviation Regulations" means the regulations promulgated by
the FAA from time to time and any official interpretations thereof.
"Field Services" has the meaning set forth in Section 1 of Part 2
to the Customer Support Document.
"Governmental Authority" means any federal, state, county, local or
foreign governmental entity or municipality or subdivision thereof or any
authority, arbitrator, department, commission, board, bureau, body, agency,
court or other agency or instrumentality thereof.
P.A. No. 1977
C-3
110
"Governmental Regulations" means: (1) the Type Certificate for the
Aircraft; (2) any other certification, license or approval issued or required
for the Aircraft by the FAA or any other Governmental Authority having
jurisdiction over Boeing or the Aircraft; (3) any other law, rule, order or
regulation of the United States Government or any agency or instrumentality
thereof, having jurisdiction over the Aircraft or Boeing; (4) all regulations
and official interpretations of the certification, license, or approval
requirements described in (1), (2) and (3) above; and (5) all airworthiness
directives issued by the FAA.
"Interface Problem" has the meaning set forth in Section 1 of Part
5 of the Product Assurance Document.
"Manufacturer Change" has the meaning set forth in Section 3.2.1 of
the AGTA.
"Operator Changes" has the meaning set forth in Section 3.3.1 of
the AGTA.
"Optional Features" means those Parts identified as optional
features in the Detail Specification.
"Optional Features Prices" has the meaning set forth in Section
2.1.2 of the AGTA.
"Parts" means any and all appliances, parts, instruments,
appurtenances, accessories, furnishings, and other equipment or property of
whatever nature incorporated or installed in or attached to an Aircraft upon
delivery or otherwise (as applicable) pursuant to the Purchase Agreement.
"Performance Guarantees" has the meaning set forth in Section 5.4
of the AGTA.
"Person" means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Policy" has the meaning set forth in Section 1 of Part 3 of the
Product Assurance Document.
"Product Assurance Document" means the Product Assurance Document
attached to the AGTA as Exhibit C.
"Proprietary Information" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
P.A. No. 1977
C-4
111
"Proprietary Materials" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
"Purchase Agreement" means Purchase Agreement No. 1977, of even
date herewith, between Boeing and Customer for the purchase of the Aircraft,
including, without limitation, the AGTA and any exhibits, schedules,
attachments, supplements, amendments and letter agreements to such Purchase
Agreement.
"Scheduled Delivery Month" means, with respect to an Aircraft, the
scheduled month and year of delivery for such Aircraft as set forth in Section
2 of the Purchase Agreement.
"Seller Furnished Equipment" or "SFE" means those Parts
incorporated or installed in, or attached to, the Aircraft by Boeing and
designated as "seller furnished equipment."
"Seller Purchased Equipment" or "SPE" means those Parts
incorporated or installed in, or attached to, the Aircraft by Boeing and
designated as "seller purchased equipment."
"SLP Component" has the meaning set forth in Section 1 of Part 3 of
Product Assurance Document.
"Standard Airworthiness Certificate" means a standard airworthiness
certificate for transport category aircraft applicable to an Aircraft issued by
the FAA pursuant to Part 21 of the Federal Aviation Regulations (or any
successor regulations).
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
"Suppliers" has the meaning set forth in Section 1 of Part 4 of the
Product Assurance Document.
"Supplier Product" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Taxes" has the meaning set forth in Section 2.2 of the AGTA.
"Type Certificate" means a type certificate for transport category
aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation
Regulations or any successor regulation.
"Warranty Inspections" has the meaning set forth in Part 1 of the
Product Assurance Document.
P.A. No. 1977
C-5
112
II. Interpretive Provisions.
When reference is made to an article, section, attachment, exhibit, schedule or
supplement of the "AGTA" or a "Purchase Agreement" without further reference to
a particular letter agreement, attachment, exhibit, schedule or supplement
thereto, such reference shall be deemed to be a reference to the main text of
the AGTA or such Purchase Agreement, respectively.
P.A. No. 1977
C-6
113
SUPPLEMENTAL EXHIBIT BFE1
TO
PURCHASE AGREEMENT NO. 1977
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
BUYER FURNISHED EQUIPMENT (BFE) VARIABLES
MODEL 737-823 AIRCRAFT
This Exhibit Supplement contains vendor selection dates, on-dock dates and
other variables applicable to the Aircraft.
1. Supplier Selection.
Customer will:
1.1 Select and notify Boeing of the suppliers of the following BFE
items by the following dates:
Galley System January 7, 1998
2. On-dock Dates.
On or before April 1, 1998, Boeing will provide to Customer a BFE Requirements
On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE
Report which may be periodically revised, setting forth the items, quantities,
on- dock dates and shipping instructions relating to the in sequence
installation of BFE. For planning purposes, a preliminary BFE on-dock schedule
for the first Aircraft is set forth below:
--------------------------------------------------------------------------------------------------
Delivery Seats Galleys Electronics Furnishings
Month & Year
--------------------------------------------------------------------------------------------------
January 1999 11-4-98 10-29-98 9-11-98 10-29-98
--------------------------------------------------------------------------------------------------
P.A. No. 1977
BFE1-1
114
SUPPLEMENTAL EXHIBIT CS1
TO
PURCHASE AGREEMENT NO. 1977
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
737 CUSTOMER SUPPORT VARIABLES
The customized Customer Support Program will be based upon and equivalent to
the entitlements summarized below. Customer may create a customized program by
selecting from the courses, training materials, services and technical data
and documents set forth below in quantities of Customer's choosing and/or by
substituting in lieu thereof such additional or different services or materials
as the parties may mutually agree; provided, that the value of the services and
materials comprising the customized program shall not in the aggregate exceed
the value of those entitlements summarized below.
PART 1: MAINTENANCE AND FLIGHT TRAINING PROGRAMS; OPERATIONS ENGINEERING
SUPPORT
1. Maintenance Training.
1.1 General Familiarization Course.
This course provides general systems information for
Customer's upper management personnel; it does not address the maintenance of
the Aircraft and its systems in the detail required by maintenance personnel.
One class; up to 24 students.
P.A. No. 1977
CS1-1
115
1.2 Mechanical/Power Plant Systems Course.
This course provides mechanical instruction on the
maintenance of the Aircraft and its systems, including engine systems.
Electrical instruction, where necessary, will be provided in order to clarify
mechanical system operation.
Two classes; up to 15 students per class.
1.3 Electrical Systems Course.
This course provides electrical instruction on the
maintenance of the Aircraft and its systems, including engine systems.
Mechanical instruction, where necessary, will be provided in order to clarify
electrical system operation.
Two classes; up to 15 students per class.
1.4 Avionics Systems Course.
This course provides instruction on the maintenance of
the Aircraft automatic flight control systems, communications and navigation
systems. It is oriented to those personnel who specialize in trouble analysis
and line maintenance on avionics systems.
Two classes; up to 15 students per class.
Note: A reasonably representative copy of the Maintenance Manual, Wiring
Diagram Manual and System Schematics Manual will be available for student
reference in each class of the courses described in Sections 1.2, 1.3 and 1.4
above. Boeing will exercise every reasonable effort to provide copies of
Customer's customized manuals for such reference.
1.5 Corrosion Prevention and Control Course.
This course provides instruction on Aircraft corrosion
prevention and control.
One class; up to 10 students.
1.6 Aircraft Rigging Course.
This course provides instruction on Aircraft rigging to
provide Customer's specialist personnel with the necessary information to rig
all flight control surfaces, landing gear components, aircraft doors and
engines.
One class; up to 6 students at a mutually agreed upon alternate facility.
P.A. No. 1977
CS1-2
116
1.7 Advanced Composite Repair Course.
This course provides instruction for Customer's
structural repair personnel and promotes understanding of the design
philosophy, inspection and repair of advanced composite components.
One class; up to 8 students.
1.8 Post-Delivery Practical Observation.
If requested by Customer prior to the conclusion of the
Maintenance Training Planning Conference, Boeing will coordinate the assignment
of up to 8 of Customer's maintenance personnel to observe the routine
maintenance practices Boeing performs on the Aircraft during Customer 's flight
training in the Seattle area provided pursuant to Part 1 of the Customer
Support Document.
1.9 Supplier Training.
Each maintenance training course will include
sufficient information, for purposes of supporting line maintenance functions,
on the location, operation and servicing of Aircraft Parts provided by
Suppliers. If Customer requires additional maintenance training with respect
to any Supplier Parts, Customer shall schedule such training directly with the
supplier thereof. If Customer experiences difficulty in scheduling such
training, Boeing shall, if requested by Customer, assist Customer in
coordinating and scheduling such Supplier-provided maintenance training.
1.10 Training Materials.
Training materials will be provided to each student.
In addition, one set of training materials as used in Boeing's training
program, including visual aids, computer-based training (CBT) courseware,
instrument panel wall charts, text/graphics, video programs, etc. will be
provided for use in Customer's own training program.
1.11 Student Training Material.
No revision service will be provided for the material
provided hereunder.
1.11.1 Manuals.
Boeing will provide at the beginning of
each Maintenance Training course one copy of a training manual or equivalent
for each student attending such course.
P.A. No. 1977
CS1-3
117
1.11.2 Panel Description/Component Locator/Field
Trip Checklist Manual.
Boeing will provide 1 copy of a Panel
Description/Component Locator/Field Trip Checklist Manual for each student in
the applicable Maintenance Training course.
1.12 Other Training Material.
Boeing will provide to Customer 1 set of the following
training materials, as used in the courses described above in Sections 1.1,
1.2, 1.3 and 1.4:
1.12.1 Visual Aids.
(a) 8-1/2 x 11-inch blackline
projection transparencies.
(b) Full-scale instrument panel
wall charts in the form of
black and white copies and
mylar reproducible copies.
(c) Training slides.
1.12.2 Reproducible Masters.
8-1/2 x 11-inch prints suitable for black
and white reproduction of all graphics and applicable text.
1.12.3 Video Programs.
Video programs on 3/4-inch U-matic or
1/2-inch VHS cassette formats in NTSC, PAL or SECAM standards, as selected by
Customer.
1.12.4 CBT Courseware.
CBT courseware, and instructions for
courseware installation and operation. This courseware will reflect the major
configuration of the first Aircraft as delivered to Customer.
1.12.5 Shipment of Materials.
The training materials described above will
be shipped to Customer 30 days after completion of the first class of each
applicable Maintenance Training course.
P.A. No. 1977
CS1-4
118
1.12.6 Training Material - Aircraft Configuration.
The visual aids and reproducible masters
described above will, at the conclusion of the shipments thereof, reflect the
configuration of the first Aircraft as delivered to Customer.
1.13 Course Completion Records.
At the completion of the Maintenance Training, Boeing
will provide Customer with course completion records consisting of the
following:
1.13.1 Master copies of all examinations given.
1.13.2 Attendance and examination records for each
student.
1.13.3 Certificate of Completion for each course
each student successfully completes.
2. Flight Training.
2.1 Transition Training.
The flight crew training course is approved by the FAA and is
designed to train flight crews to operate the Aircraft safely and efficiently
under normal and non-normal conditions. The training will consist of ground
school (utilizing CBT), fixed base simulator, full flight simulator and actual
aircraft training on Customer's Aircraft. The flight crew training
contemplated by this paragraph 2.1 may include, at Customer's election, one
ground school observer and one flight training observer in each class in
addition to the flight crews.
8 flight crews (16 pilots).
2.2 Flight Dispatcher Training.
This course provides familiarization training on the
Aircraft's systems, operation, performance capabilities and a brief description
of the Aircraft's limitations, followed by in-depth coverage of basic
performance, flight analysis, performance for nonstandard operation and flight
planning.
2 classes of 6 students.
2.3 Flight Attendant Training.
This course provides familiarization training for
airline passenger service personnel. It includes a description of the Aircraft
and its features. Emphasis is
P.A. No. 1977
CS1-5
119
placed on the equipment and furnishings with which the flight attendant is
concerned. Particular attention is given to the attendant's functions related
to communications, lighting and emergency equipment. When practicable, a field
trip to an aircraft is arranged to observe operation, location and arrangement
of equipment.
2 classes of 12 students.
2.4 Performance Engineer Training Courses.
Three types of courses are offered. A schedule for the
courses is published and mailed to all Boeing aircraft operators semiannually
and a mutually agreed upon number of Customer's personnel may attend, for as
long as Customer owns Boeing model aircraft.
2.4.1 General Performance Engineer Course.
This course provides detailed aircraft
performance information for personnel involved in route planning, performance
analysis and evaluation and engineering flight testing. The course includes a
review of basic high-speed aerodynamics and engine performance and operation.
Students will make calculations to help them recognize and understand the
variables which influence turbojet aircraft performance.
2.4.2 Model-Specific Performance Engineer Course.
This course relates to a specific model
aircraft. It covers a brief review of basic aerodynamics and basic jet engine
performance, followed by detailed coverage of specific performance for the
aircraft model type. Detailed flight planning, including emergency conditions,
is covered.
2.4.3 Operational Performance Engineer Course.
This course is directed toward personnel
who have completed the performance engineer general and specific courses and
have several years' related experience. The course includes expanded coverage
of aircraft noise, runway loading, and various operational, safety and economic
considerations.
2.5 Training Materials.
Training materials will be provided to each student.
In addition, one set of training materials as used in Boeing's training
program, including visual aids, CBT courseware, instrument panel wall charts,
text/graphics, video programs, etc., will be provided for use in Customer's own
training program.
P.A. No. 1977
CS1-6
120
2.5.1 Student training material, in Boeing's
then-standard format, will be provided to Customer's personnel (1 set for each
student and observer) as listed below. No revision service will be provided
for the material provided pursuant to this Section 2.5.1.
(a) Flight Crew Course.
Operations Manual
Quick Reference Handbook
Student Training Manual
Flight Crew Training Manual
Instrument Training Manual -
as required
(b) Flight Dispatcher Course.
Flight Dispatcher Training
Manual
(c) Flight Attendant Course.
Flight Attendant Training Manual
(d) Performance Engineer Courses.
Assorted documents, excerpts
and handouts.
2.5.2 Other Training Materials.
At the conclusion of the Flight Training,
Boeing will provide one set of the following material, as used in the Flight
Training Program. Revision service will not be provided for these materials.
All paper documentation will be provided in MS Word 6.0 format or compatible PC
format.
(a) Boeing will provide a copy of
Boeing developed CBT materials
used in the Flight Training
Program. This CBT courseware
will reflect major
configuration options delivered
on Customer's first Aircraft.
Customer will require certain
equipment and materials in
order to use the CBT Program.
Equipment and materials
required to run the CBT Program
will be procured by Customer at
Customer's expense. The CBT
materials provided include the
following:
P.A. No. 1977
CS1-7
121
(i) 1 copy of all lesson files
supplied on CD-ROM disc.
(ii) 1 paper copy of loading and
operation instructions for
installing the lessons on an
MS-DOS compatible Personal
computer or File Server.
(iii) 1 copy of the runtime
software required to run the
CBT lessons, together with a
license for unlimited
run-time use for presentation
via network system and/or
stand alone computer
terminals to any employee, or
contract trainee of customer
and/or any Affiliate, or
casual visitor at any
location. Customer agrees
not to sell such material.
(b) Full-Scale Color Instrument
Panel Wall Charts reflecting
the configuration of the first
Aircraft as delivered to
Customer.
(c) Flight Crew Training Record.
(d) Examinations Questions.
(e) Student Training Manual.
(f) Video programs on 3/4-inch
U-matic or 1/2 inch VHS
cassette format in NTSB, PAL or
SECAM standards as selected by
Customer.
(g) Flight Attendant Manual (50 copies).
(h) Flight Attendant Training
Course (script, slides and
video tapes on 3/4-inch U-matic
or 1/2 inch VHS cassette format
in NTBC, PAL or SECAM standards
as selected by Customer).
2.6 Additional Flight Operations Services.
2.6.1 Subject to availability, Boeing shall if
seasonably requested by Customer, provide Boeing flight crew personnel to
assist in ferrying the first Aircraft to Customer's main base, and Customer
shall pay Boeing's standard charge for such assistance;
P.A. No. 1977
CS1-8
122
2.6.2 Boeing will provide up to 90 days of
instructor pilot services which will include such activities as: (1) review of
Customer's flight crew operations; (2) observation of Customer's cockpit crews;
(3) post-flight reviews of flight crew operations; (4) consultation regarding
flight crew operations; and (5) route proving flights; and
2.6.3 Boeing will provide, approximately six (6)
months after completion of the flight training provided pursuant to the
immediately preceding subparagraph (b), at a base designated by Customer, the
services of an instructor pilot for a period of two (2) weeks to review
Customer's flight crew operations or to assist Customer's instructor personnel
in conducting proficiency checks, or both.
PART 2: FIELD SERVICES AND ENGINEERING SUPPORT SERVICES
1. Planning Assistance.
Boeing will provide the following additional documents and
services:
1.1 Spares.
1.1.1 Recommended Spares Parts List (RSPL).
A customized RSPL, data and documents will
be provided to identify spare parts required for Customer's support program.
1.1.2 Illustrated Parts Catalog (IPC)
A customized IPC in accordance with ATA 100
will be provided.
1.1.3 Provisioning Training
Provisioning training will be provided for
Customer's personnel at Boeing's facilities, where documentation and technical
expertise are available. Training is focused on the initial provisioning
process and calculations reflected in the Boeing RSPL.
1.1.4 Spares Provisioning Conference
A provisioning conference will be
conducted, normally at Boeing's facilities where technical data and personnel
are available.
P.A. No. 1977
CS1-9
123
PART 3: TECHNICAL INFORMATION AND MATERIALS
Boeing will provide the Documents listed in Attachment A hereto in
accordance with Part 3 of the Customer Support Document:
P.A. No. 1977
CS1-10
124
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Attachment A to Supplemental Exhibit CS1
to Purchase Agreement Number 1977
P.A. No. 1977
125
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 1
Item Description Quantity
---- ----------- --------
A. FLIGHT OPERATIONS
-----------------
1. Airplane Flight Manual
a. Advance Representative Format: 17 Printed One Side
Copy Revisions: No
Delivery: 60 days after signing Purchase Agreement
b. Customized Manual Format: 3 Printed One Side
Revisions: Yes
Delivery: On-board each
Aircraft
Format: 18 Printed One Side
Revisions: Yes
Delivery: 30 days after delivery of first Aircraft
c. Digital Performance Format: 2 3.5 inch (1.44MB)
Information (AFM-DPI) IBM Compatible Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
2. Operations Manual and
Quick Reference Handbook
a. Advance Representative Format: 17 Printed Two Sides
Format: 1 CD-ROM Framemaker
Copy Revisions: No
Delivery: 60 days after signing Purchase Agreement
b. Customized Manual Format: 18 Printed Two Sides
Format: 1 CD-ROM Framemaker
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
3. Weight and Balance Manual
a. Chapter 1 "Control"
i. Advance Representative Format: 7 Printed Two Sides
Copy Revisions: No
Delivery: As soon as practicable
ii. Customized Manual Format: 9 Printed Two Sides
Revisions: Yes
Delivery: 120 days prior to delivery of first Aircraft
b. Chapter 2 "Aircraft Format: 3 Printed One Side
Reports" Revisions: No
Delivery: On board each Aircraft
P.A. No. 1977
126
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 2
Item Description Quantity
---- ----------- --------
4. Dispatch Deviation Guide
a. Advance Representative Copy Format: 2 Printed Two Sides
2 CD-ROM Framemaker
Revisions: No
Delivery: 60 days after signing of Purchase Agreement
b. Customized Dispatch Deviation Guide Format: 14 Printed Two Sides
2 CD-ROM Framemaker
Revisions: Yes
Delivery: As soon as practicable, but no later than 60
days prior to delivery of first Aircraft
5. Flight Crew Training Manual
a. Advance Representative Copy Format: 12 Printed Two Sides
Format: 2 Digital format
Revisions: Yes
Delivery: 60 days after signing of Purchase Agreement
b. Customized Manual Format: 12 Printed Two Sides
Format: 2 Digital format
Revisions: Yes
Delivery: As soon as practicable, but no later than 60
days prior to delivery of first Aircraft
6. Fault Reporting Manual (FRM)
a. Advance Representative Format: 4 Printed Two Sides
Copy Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Manual Format: 4 Printed Two Sides
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
7. Performance Engineer's Manual Format: 5 Printed Two Sides
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
8. Jet Transport Format: 5 Printed Two Sides
Performance Methods Revisions: Yes
(Common to other models, Delivery: 90 days prior to delivery of First Aircraft
quantity indicates total
requested)
P.A. No. 1977
127
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 3
Item Description Quantity
---- ----------- --------
9. FMC Supplemental Format: 6 Printed Two Sides
Data Document Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
10. Operational Performance
Software (OPS)
a. Inflight and Report Format: ___ 9 Track Magnetic
(INFLT/REPORT)
Software Tape
in ASCII Format
2 3.5 Inch (1.44MB) IBM
Compatible Diskette; Note:
Boeing will use best
reasonable efforts to
provide in the latest
version of IATA SCAP
specifications
___ 3.5 Inch (1.4MB)
Macintosh
Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
b. Airplane Performance Format: ___ 9 Track Magnetic Tape in
Monitoring (APM/HISTRY) ASCII
Software Format
2 3.5 Inch (1.44MB) IBM
Compatible Diskette
___ 5.25 Inch (1.2MB) IBM
Compatible Diskette; Note:
Boeing will use best
reasonable efforts to
provide in the latest
version of IATA SCAP
specifications
___ 3.5 Inch (1.4MB)
Macintosh
Diskette
Revisions: Yes
Delivery: 120 days prior to delivery of first Aircraft
P.A. No. 1977
128
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 4
Item Description Quantity
---- ----------- --------
c. Takeoff Analysis Software Format: ___ 9 Track Magnetic
Boeing Takeoff Module (BTM) Tape in ASCII
Format
3 3.5 Inch 1.44MB) IBM
Compatible
Diskette; Note: Boeing will
use best reasonable efforts
to provide in the latest
version of IATA SCAP
specifications
___ 5.25 Inch (1.2MB) IBM
Compatible Diskette
___ 3.5 Inch (1.4MB) Macintosh
Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
d. Landing Analysis Software Format: ___ 9 Track Magnetic
Boeing Landing Module (BLM) Tape in ASCII
Format
3 3.5 Inch 1.44MB) IBM Compatible
Diskette; Note: Boeing will
use best reasonable
efforts to provide in the
latest version of IATA
SCAP specifications
___ 5.25 Inch (1.2MB) IBM
Compatible Diskette
___ 3.5 Inch (1.4MB) Macintosh
Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
e. Climbout Analysis Software Format: 1 3.5 Inch (1.44MB) IBM
compatible diskette; Note: Boeing
will use best reasonable efforts to
provide in the latest version of
IATA SCAP specifications
Revisions: Yes
Delivery: as soon as practicable, but no
later than concurrent with delivery
of first Aircraft
11. ETOPS Guide Vol. III Format: 15 Printed Two Sides
(Operational Guidelines Revisions: No
and Methods) Delivery: 90 days after signing Purchase Agreement
B. MAINTENANCE
1. Aircraft Maintenance Manual
a. Advance Representative Format: 1 Printed
Copy (Check One) 1 Microfilm, 16mm
Master
1 Digital Format
Delivery: 90 days after signing Purchase Agreement
P.A. No. 1977
129
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 5
Item Description Quantity
---- ----------- --------
b. Customized Master
Check if required: X 2 Microfilm, 16mm
Master
Check if required: X 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
c. Customized Manual Format: 1 Printed Two Sides
___ Printed One Side
1 Microfilm, 16mm
Master
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
2. Wiring Diagram Manual
a. Advance Representative Format: ___ Printed
Copy 1 Microfilm, 16mm
Duplicate
Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Master
Check if required: X 1 35mm Aperture
Cards of All
Wiring Diagrams
and Charts
Check if required: X 1 EDP Portion,
16mm
Microfilm Master
Check if required: X 2 Entire Manual,
16mm Microfilm
Master
Check if required: X 2 Digital Format
Revisions: Yes, until 90 days
after delivery of
last Aircraft
Delivery: Concurrent with
delivery of first
Aircraft
P.A. No. 1977
130
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 6
Item Description Quantity
---- ----------- --------
c. Customized Manual Format: 1 Standard Printed Copies of Entire
Manual
___ Standard Printed Copies of all
Sections Except EDP Portion
___ EDP Portion, 16mm Microfilm
Master
1 Entire Manual, 16mm Microfilm
Master
Revisions: Yes, until 90 days after delivery
of last Aircraft
Delivery: Concurrent with delivery of first Aircraft
3. System Schematics Manual
a. Advance Representative Format: 2 Printed
Copy Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Master
Check if required: X 1 35mm Aperture
Cards of all
Schematics
Check if required: X 2 Digital Format
Revisions: Yes, until 90 days
after delivery of
last Aircraft only
Delivery: Concurrent with
delivery of first
Aircraft
c. Customized Manual Format: 100 Printed Two Sides
Revisions: Yes, until 90 days after delivery
of last Aircraft only
___ Microfilm,
16mm Duplicate
1 Microfilm, 16mm Master
Delivery: Concurrent with delivery of first Aircraft
4. Connector Part Number Format: 4 Printed Two Sides
Options Document Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
P.A. No. 1977
131
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 7
Item Description Quantity
---- ----------- --------
5. Structural Repair Manual Format: 1 Printed Two Sides
___ Printed One Side
___ Microfilm,
16mm Duplicate
Check if required: X 2 Microfilm,
16mm Master
Check if required: X 2 Magnetic Tape
___ Text (Print
File Format
___ Illustrations
(CGM Format)
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
6. Component Maintenance/ Format: 15 Printed Two
Overhaul Manual Sides
7 Microfilm,
16mm Duplicate
2 Microfilm,
16mm Master
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
7. Chapter 20 Standard Format: 7 Printed Two
Overhaul Practices Sides
Manual (Common to other 1 Printed One
models, quantity indicates Side
total requested) ___ Microfilm, 16mm Duplicate
Check if required: X 2 Microfilm, 16mm Master
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
8. Chapter 20 Standard Format: ___ Printed Two
Wiring Practices Manual Sides
(Common to other models, 1 Microfilm, 16mm Duplicate
quantity indicates 1 Digital Format
total requested) 1 Microfilm, 16mm Master
Check if required: X Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
P.A. No. 1977
132
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 8
Item Description Quantity
---- ----------- --------
9. Nondestructive Test Manual Format: 3 Printed Two
Sides
___ Printed One Side
2 Microfilm,
16mm Duplicate
Check if required: X 2 Microfilm,
16mm Master
Check if required: X 1 Magnetic Tape
___ Text (Print File Format)
___ Illustrations (CGM Format)
Revisions: Yes
Delivery: 90 days prior to delivery of first
Aircraft
10. Service Bulletins Format: 15 Printed Two Sides
___ Digital Format
Revisions: Yes
Delivery: As developed by
Boeing
11. Service Bulletin Index Format: 4 Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
12. Corrosion Prevention Manual Format: ___ Printed Two
Sides
___ Printed One
Side
8 Microfilm,
16mm Duplicate
Check if required: X 2 Microfilm,
16mm Master
Check if required: X 1 Magnetic Tape
___ Text (Print
File Format)
___ Illustrations
(CGM Format)
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
P.A. No. 1977
133
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 9
Item Description Quantity
---- ----------- --------
13. Fault Isolation Manual
a. Advance Representative Copy Format: 1 Printed Two Sides
___ Digital Format
Revisions: No
Delivery: 90 days after
signing Purchase
Agreement
b. Customized Manual
Check if required: X Format: 2 Printed Two Sides
40 Microfilm,
16mm Duplicate
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
14. Power Plant Buildup Manual Format: 6 Printed Two Sides
1 Printed One Side
___ Microfilm,
16mm Duplicate
Check if required: X 1 Microfilm,
16mm Master
Check if required: X 1 Digital Format
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
15. FMS BITE Manual
a. Advance Representative Copy Format: 1 Printed Two Sides
Revisions: No
Delivery: 90 days after
signing Purchase
Agreement
b. Customized Manual Format: 150 Printed Two Sides
___ Microfilm,16mm
Duplicate
___ Microfilm,
16mm Master
Delivery: 90 days prior to
delivery of first
Aircraft
16. In Service Activities Report Format: 26 Printed Two Sides
Revisions: No
Delivery: Issued Quarterly
P.A. No. 1977
134
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 10
Item Description Quantity
---- ----------- --------
17. All Operator Letter Format: 26 Printed One
or Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
18. Service Letters Format: 26 Printed One
or Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
19. Structural Item Format: 10 Printed One or
Interim Advisory Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
20. Configuration Change Support Data Format: 25 Printed Two Sides
Revisions: Yes
Delivery: 45 days prior to
delivery of affected
Aircraft
21. Maintenance Tips Format: 27 Printed One or
Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
22. Combined Index Format: 6 Printed Two
Sides
___ Digital Format
23. Production Management Database Format: 1 Digital Format
C. MAINTENANCE PLANNING
1. Maintenance Planning Format: 9 Printed Two
Data (MPD) Documents Sides
2 Microfilm, 16mm Duplicate
Revisions: Yes
Delivery: 90 days after
signing Purchase
Agreement
P.A. No. 1977
135
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 11
Item Description Quantity
---- ----------- --------
2. Maintenance Planning Data Format: 2 Digital Format
Tasks Masterfile Revisions: Yes
Delivery: 90 days after
signing Purchase
Agreement
3. Maintenance Task Cards
a. Advance Format: 1 Printed One
Representative Copy Side
Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Masters
Check if required: X Format: 1 Microfilm,
16mm Master
Check if required: X 2 Digital Format
c. Customized Cards Format: 1 Printed One Side
___ Microfilm,
16mm Duplicate
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
4. Maintenance Inspection Format: 4 Printed Two
Interval Reports Sides
Revisions: Yes
(Common with other models Delivery: 90 days prior to
quantity indicates total delivery of first
requested) Aircraft
5. Maintenance Review Board Report Format: 6 Printed Two Sides
Revisions: Annual
Delivery: 90 days prior to
delivery of first
Aircraft
D. SPARES
1. Illustrated Parts Catalog Format: 1 Digital
(Select one format only) 1(*) Printed Two Sides
___ Printed One Side
___ Microfilm,
16mm Duplicate
Check if required: X 2 Microfilm, 16mm Master
*Revision service only Revisions: Yes, until 90 days after delivery of
last Aircraft only
Delivery: 90 days prior to delivery of first Aircraft
P.A. No. 1977
136
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 12
Item Description Quantity
---- ----------- --------
2. Standards Books Format: ___ Printed Two Sides
(Unless previously provided 30 Microfilm,16mm
pursuant to other Duplicate
agreements, in which case
applicable supplements
will be provided) Revisions: Yes
(Select one format only) Delivery: 90 days prior to
delivery of first
Aircraft
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and Equipment Format: 8 Printed Two
Planning documents Sides
Revisions: Yes
Delivery: 90 days after
signing Purchase
Agreement
2. Special Tool and Ground Format: 1 Microfilm, 35mm duplicate
Handling Equipment Drawings in Aperture Card Format
On-line via BOLD as available and as
covered by separate BOLD license
agreement
Delivery: 90 days prior to
delivery of first
Aircraft
3. Special Tool and Ground Format: 1 Printed Two
Handling Equipment Sides
Drawing Index Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
4. Supplementary Tooling Format: 2 Printed Two
Documentation (Common Sides
to other models, Revisions: Yes
quantity indicated Delivery: 90 days prior to delivery of first
total requested) Aircraft
P.A. No. 1977
137
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 13
Item Description Quantity
---- ----------- --------
5. Illustrated Tool and Format: ___ Printed One
Equipment List/Manual Side
2 Printed Two Sides
15 Microfilm, 16mm Duplicate
Check if Required X 2 Microfilm,16mm Master
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
6. Aircraft Recovery Document Format: 10 Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
7. Airplane Characteristics for Airport Planning Format: 6 Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
8. Airplane Rescue and Format: 1 Printed Two
Fire Fighting Document Sides
(Common to other models, Revisions: Yes
quantity indicates Delivery: 90 days prior to delivery of first Aircraft
total required)
9. Engine Ground Handling Document Format: 4 Printed Two Sides
Revisions: Yes
Delivery: 90 days after signing Purchase Agreement
F. Configuration, Maintenance Format: 21 Printed Two Sides
and Procedure for Revisions: Yes
Extended Range Operations Delivery: 90 days prior to delivery of first Aircraft
G. ETOPS Guide Vol. I Format: 21 Printed Two Sides
(Configuration, Maintenance Revisions: No
and Procedures Supplement) Delivery: 90 days after signing Purchase Agreement
H. ETOPS Guide Vol. II Format: 21 Printed Two Sides
(Maintenance Programs Revisions: No
Guidelines) (Common Delivery: 90 days after signing Purchase Agreement
to other models,
quantity indicates
total required)
I. Computer Software Index Format: 1 Printed Two Sides
(Common to other models, Revisions: Yes
quantity indicates Delivery: Concurrent with delivery of first Aircraft
total required)
P.A. No. 1977
138
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 14
Item Description Quantity
---- ----------- --------
J. SUPPLIER TECHNICAL DATA
1. Service Bulletins 15
2. Ground Support Equipment 5
Data
3. Provisioning Information 5
4. Component Maintenance/ 15
Overhaul Manuals
5. Component Maintenance/ 5
Overhaul Manuals Index
(Common to other models,
quantity indicates
total required)
6. Publications Index 2
7. Product Support 6
Supplier Directory
(Common to other models,
quantity indicates
total required)
P.A. No. 1977
139
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit SLP1 to Purchase Agreement Number 1977
P.A. No. 1977
SLP1
140
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 737 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
"Boeing Service Life Policy" of the Product Assurance Document, and is a part
of Purchase Agreement No. 1977
1. Wing.
(a) Upper and lower skins including fixed leading edge and
trailing edge skins and panels [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] and stiffeners.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section floor beams, lower beams and
spanwise beams, but not the seat tracks attached to
floor beams.
(g) Engine strut support fittings attached directly to wing
primary structure.
(h) Wing-to-body structural attachments.
(i) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and
for leading edge devices and trailing edge flaps.
(j) Trailing edge flap tracks and carriages.
(k) Fixed attachment and actuator support structure for
aileron, leading edge device and trailing edge flap
internal.
P.A. No. 1977
SLP1-1
141
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and
frames between the forward pressure bulkhead and the
vertical stabilizer rear spar bulkhead and structural
support and enclosure for the auxiliary power unit but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits, excluding door
mechanisms and movable hinge components. ▇▇▇▇▇ and
frames around the body openings for the passenger
doors, cargo doors and emergency exits, excluding scuff
plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, bulkheads, and gear support
structure.
(e) Main gear wheel well structure including pressure deck
and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and
the main gear wheel well aft bulkhead including
splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar
support bulkheads including terminal fittings but
excluding all system components and related
installation and connecting devices, insulation,
lining, decorative panels and related installation and
connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
P.A. ▇▇. ▇▇▇▇
▇▇▇▇-▇
▇▇▇
(▇) Front, rear and auxiliary spar chords, webs and
stiffeners and attachment fittings.
(c) Inspar ribs.
(d) Rudder hinges and supporting ribs, excluding bearings.
(e) Support structure in the vertical stabilizer for rudder
hinges, reaction links and actuators.
(f) Support structure for rudder internal, fixed attachment
and actuator.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spar chords, webs and stiffeners.
(c) Inspar ribs.
(d) Stabilizer center section including hinge and screw
support structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Support structure for elevator internal, fixed
attachment and actuator.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure and including the engine-mounted
support fittings.
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
P.A. No. 1977
SLP1-3
143
(c) Upper and lower side struts, including spindles,
universals and reaction links.
(d) Drag strut.
(e) ▇▇▇▇ crank.
(f) Orifice support tube.
(g) Trunnion link.
(h) Downlock links including spindles and universals.
(i) Torsion links.
(j) Actuator beam, support link and beam arm.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collars.
(f) Torsion links.
NOTE: The Service Life Policy does not cover any bearings, bolts,
bushings, clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the SLP Components.
P.A. No. 1977
SLP1-4
144
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental ▇▇▇▇▇▇▇ ▇▇▇ to Purchase Agreement Number 1977
P.A. No. 1977
EE1
145
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 737-823 AIRCRAFT
1. ENGINE ESCALATION. No separate Engine escalation methodology is
defined for the 737-823 Aircraft. Pursuant to the AGTA, the Engine Prices for
these Aircraft are included in and will be escalated in the same manner as the
airframe.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN. Boeing has obtained from
CFM International, Inc. (or CFM International, S.A., as the case may be) (CFM)
the right to extend to Customer the provisions of CFM's warranty as set forth
below (herein referred to as the "Warranty"); subject, however, to Customer's
acceptance of the conditions set forth herein. Accordingly, Boeing hereby
extends to Customer and Customer hereby accepts the provisions of CFM's
Warranty as hereinafter set forth, and such Warranty shall apply to all CFM56-7
type Engines (including all Modules and Parts thereof) installed in the
Aircraft at the time of delivery or purchased from Boeing by Customer for
support of the Aircraft except that, if Customer and CFM have executed, or
hereafter execute, a General Terms Agreement or other agreement for the support
of the Engines then the terms of that agreement shall be substituted for and
supersede the provisions of Sections 2.1 through 2.10 below, and Sections 2.1
through 2.10 below shall be of no force or effect and neither Boeing nor CFM
shall have any obligation arising therefrom. In consideration for Boeing's
extension of the CFM Warranty to Customer, Customer hereby releases and
discharges Boeing from any and all claims, obligations and liabilities
whatsoever arising out of the purchase or use of such CFM56-7 type Engines and
Customer hereby waives, releases and renounces all its rights in all such
claims, obligations and liabilities. In addition, Customer hereby releases and
discharges CFM from any and all claims, obligations and liabilities whatsoever
arising out of the purchase or use of such CFM56-7 type Engines except as
otherwise expressly assumed by CFM in such CFM Warranty, General Terms
Agreement or other agreement for the support of the engines between Customer
and CFM and Customer hereby waives, releases and renounces all its rights in
all such claims, obligations and liabilities.
2.1 Title. CFM warrants that at the date of delivery, CFM
has legal title to and good and lawful right to sell its CFM56-7 type Engine
and Products and furthermore warrants that such title is free and clear of all
claims, liens and encumbrances of any nature whatsoever.
P.A. No. 1977
EE1-1
146
2.2 Patents.
2.2.1 CFM shall handle all claims and defend any
suit or proceeding brought against Customer insofar as based on a claim that
any product or part furnished under this Purchase Agreement constitutes an
infringement of any patent of the United States, and shall pay all damages and
costs awarded therein against Customer. This Section shall not apply to any
product or any part manufactured to Customer's design or to the aircraft
manufacturer's design. As to such product or part, CFM assumes no liability
for patent infringement.
2.2.2 CFM's liability hereunder is conditioned
upon Customer promptly notifying CFM in writing and giving CFM authority,
information and assistance (at CFM's expense) for the defense of any suit. In
case said equipment or part is held in such suit to constitute infringement and
the use of said equipment or part is enjoined, CFM shall expeditiously, at its
own expense and at its option, either (i) procure for Customer the rights to
continue using said product or part; (ii) replace the same with a satisfactory
and noninfringing product or part; or (iii) modify the same so it becomes
satisfactory and noninfringing. The foregoing shall constitute the sole remedy
of Customer and the sole liability of CFM for patent infringement.
2.2.3 The above provisions also apply to products
which are the same as those covered by this Purchase Agreement and are
delivered to Customer as part of the installed equipment on CFM56-7 powered
Aircraft.
2.3 Initial Warranty. CFM warrants that CFM56-7 Engine
products will conform to CFM's applicable specifications and will be free from
defects in material and workmanship prior to Customer's initial use of such
products.
2.4 Warranty Pass-On.
2.4.1 If requested by Customer and agreed to by
CFM in writing, CFM will extend warranty support for Engines sold by Customer
to commercial airline operators, or to other aircraft operators. Such warranty
support will be limited to the New Engine Warranty, New Parts Warranty,
Ultimate Life Warranty and Campaign Change Warranty and will require such
operator(s) to agree in writing to be bound by and comply with all the terms
and conditions, including the limitations, applicable to such warranties.
2.4.2 Any warranties set forth herein shall not
be transferable to a third party, merging company or an acquiring entity of
Customer.
2.4.3 In the event Customer is merged with, or
acquired by, another aircraft operator which has a general terms agreement with
CFM, the Warranties as set forth herein shall apply to the Engines, Modules,
and Parts.
P.A. No. 1977
EE1-2
147
2.5 New Engine Warranty.
2.5.1 CFM warrants each new Engine and Module
against Failure for the initial 3000 Flight Hours as follows:
(i) Parts Credit Allowance will be
granted for any Failed Parts.
(ii) Labor Allowance for
disassembly, reassembly, test and Parts repair of any new Engine Part will be
granted for replacement of Failed Parts.
(iii) Such Parts Credit Allowance,
test and Labor Allowance will be: 100% from new to 2500 Flight Hours and
decreasing pro rata from 100% at 2500 Flight Hours to zero percent at 3000
Flight Hours.
2.5.2 As an alternative to the above allowances,
CFM shall, upon request of Customer:
(i) Arrange to have the failed
Engines and Modules repaired, as appropriate, at a facility designated by CFM
at no charge to Customer for the first 2500 Flight Hours and at a charge to
Customer increasing pro rata from zero percent of CFM's repair cost at 2500
Flight Hours to 100% of such CFM repair costs at 3000 Flight Hours.
(ii) Transportation to and from the
designated facility shall be at Customer's expense.
2.6 New Parts Warranty. In addition to the warranty
granted for new Engines and new Modules, CFM warrants Engine and Module Parts
as follows:
2.6.1 During the first 1000 Flight Hours for such
Parts and Expendable Parts, CFM will grant 100% Parts Credit Allowance or Labor
Allowance for repair labor for failed Parts.
2.6.2 CFM will grant a pro rata Parts Credit
Allowance for Scrapped Parts decreasing from 100% at 1000 Flight Hours Part
Time to zero percent at the applicable hours designated in Table 1.
P.A. No. 1977
EE1-3
148
2.7 Ultimate Life Warranty.
2.7.1 CFM warrants Ultimate Life limits on the
following Parts:
(i) Fan and Compressor Disks/Drums
(ii) Fan and Compressor Shafts
(iii) Compressor Discharge Pressure
Seal (CDP)
(iv) Turbine Disks
(v) HPT Forward and Stub Shaft
(vi) LPT Driving Cone
(vii) LPT Shaft and Stub Shaft
2.7.2 CFM will grant a pro rata Parts Credit
Allowance decreasing from 100% when new to zero percent at 25,000 Flight Hours
or 15,000 Flight Cycles, whichever comes earlier. Credit will be granted only
when such Parts are permanently removed from service by a CFM or a U.S. and/or
French Government imposed Ultimate Life limitation of less than 25,000 Flight
Hours or 15,000 Flight Cycles.
2.8 Campaign Change Warranty.
2.8.1 A campaign change will be declared by CFM
when a new Part design introduction, Part modification, Part Inspection, or
premature replacement of an Engine or Module is required by a mandatory time
compliance CFM Service Bulletin or FAA Airworthiness Directive. Campaign
change may also be declared for CFM Service Bulletins requesting new Part
introduction no later than the next Engine or Module shop visit. CFM will
grant following Parts Credit Allowances:
Engines and Modules
(i) 100% for Parts in inventory or
removed from service when new or with 2500 Flight Hours or less total Part
Time.
(ii) 50% for Parts in inventory or
removed from service with over 2500 Flight Hours since new, regardless of
warranty status.
2.8.2 Labor Allowance - CFM will grant 100% Labor
Allowance for disassembly, reassembly, modification, testing, or Inspection of
CFM supplied Engines, Modules, or Parts therefor when such action is required
to comply with a mandatory time compliance CFM Service Bulletin or FAA
Airworthiness Directive. A Labor Allowance will be granted by CFM for other
CFM issued Service Bulletins if so specified in such Service Bulletins.
P.A. No. 1977
EE1-4
149
2.8.3 Life Controlled Rotating Parts retired by
Ultimate Life limits including FAA and/or DGAC Airworthiness Directive, are
excluded from Campaign Change Warranty.
2.9 Limitations. THE PROVISIONS SET FORTH HEREIN ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR
IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID
PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF CFM WITH RESPECT TO CLAIMS OF ANY
KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE
OR HANDLING OF THE PRODUCTS OR PARTS THEREOF OR THEREFOR, AND IN NO EVENT SHALL
CFM'S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING
RISE TO CUSTOMER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.
2.10 Indemnity and Contribution.
2.10.1 IN THE EVENT CUSTOMER ASSERTS A CLAIM AGAINST
A THIRD PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS,
SECTION 2.9 ABOVE, CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM AND
AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION OR
INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) INCIDENT
THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION
UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES
WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF CFM, WHETHER
ACTIVE, PASSIVE OR IMPUTED.
2.10.2 CUSTOMER SHALL INDEMNIFY AND HOLD CFM
HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING
EXPENSES OF LITIGATION AND ATTORNEYS' FEES) FOR PHYSICAL INJURY TO OR DEATH OF
ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED
DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO
THE EXTENT THAT THE PAYMENTS MADE OR REQUIRED TO BE MADE BY CFM EXCEED ITS
ALLOCATED SHARE OF THE TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS
ALLEGED TO HAVE CAUSED SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE OF A
LIMITATION OF LIABILITY ASSERTED BY CUSTOMER OR BECAUSE CUSTOMER DID NOT APPEAR
IN AN ACTION BROUGHT AGAINST CFM. CUSTOMER'S OBLIGATION TO INDEMNIFY CFM
HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS CFM IS REQUIRED TO MAKE PAYMENT
PURSUANT TO A FINAL JUDGEMENT IN AN ACTION OR PROCEEDING IN
P.A. No. 1977
EE1-5
150
WHICH CFM WAS A PARTY, PERSONALLY APPEARED, AND HAD THE OPPORTUNITY TO DEFEND
ITSELF. THIS INDEMNITY SHALL APPLY WHETHER OR NOT CUSTOMER'S LIABILITY IS
OTHERWISE LIMITED.
3. SEPARATE AGREEMENT. Notwithstanding the terms of Section 2, all of
the terms of Section 2 shall be deemed null and void and of no force or effect
upon written notice to Boeing from Customer that Customer has entered into a
General Terms Agreement or other agreement for the support of the Engines
directly with CFM. Such notice shall specifically reference this Section.
P.A. No. 1977
EE1-6
151
TABLE 1
737X
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PARTS LIST
FLIGHT HOURS
Flight Hours
2000 3000 4000 6000 8000 12000
---- ---- ---- ---- ---- -----
Fan Rotor/Booster
Blades X
Disk, Drum X
Spinner X
Fan Frame
Casing X
Hub & Struts X
Fairings X
Splitter (Mid Ring) X
Vanes X
Engine Mount X
No. 1 & No. 2 Bearing Support
Bearings X
Shaft X
Support (Case) X
Inlet Gearbox & No. 3 Bearing
Bearings X
Gear X
Case X
Compressor Rotor
Blades X
Disk & Drums X
Shaft X
Compressor Stator
Casing X
Shrouds X
Vanes X
Variable Stator Actuating Rings X
Combustor Diffuser Nozzle (CDN)
Casings X
Combustor Liners X
Fuel Atomizer X
HPT Nozzle X
HPT Nozzle Support X
HPT Shroud X
P.A. No.1977
EE1-7
152
TABLE 1
737X
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PARTS LIST
(continued)
Flight Hours
2000 3000 4000 6000 8000 12000
---- ---- ---- ---- ---- -----
HPT Rotor
Blades X
Disks X
Shafts X
Retaining Ring X
LP Turbine
Casing X
Vane Assemblies X
Interstage Seals X
Shrouds X
Disks X
Shaft X
Bearings X
Blades X
Turbine Frame
Casing & Struts X
Hub X
Sump X
Accessory & Transfer Gearboxes
Case X
Shafts X
Gears X
Bearings X
Air-Oil Seals X
Controls & Accessories
Engine X
Condition Monitoring Equipment X
P.A. No.1977
EE1-8
153
PURCHASE AGREEMENT NO. 1978
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
DATED AS OF OCTOBER __, 1997
RELATING TO BOEING MODEL 757-223 AIRCRAFT
154
TABLE OF CONTENTS
PAGE
ARTICLES NUMBER
-------- ------
1. Quantity, Model and Description 1
2. Delivery Schedule 1
3. Price 1
4. Payment 2
5. Miscellaneous 2
TABLE
-----
1. Aircraft Delivery, Description, Price and Advance Payments
EXHIBITS
--------
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
C. Defined Terms
SUPPLEMENTAL EXHIBITS
---------------------
BFE1. BFE Variables
CS1. Customer Support Variables
SLP1. Service Life Policy Components
EE1. Engine Escalation, Engine Warranty and Patent Indemnity
P.A. No. 1978
i
155
LETTER AGREEMENTS
Letter Agreement No. 6-1162-AKP-070 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-071 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-072 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-073 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-088 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-089 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-090 Aircraft Performance Guarantees
P.A. No. 1978
ii
156
Letter Agreement No. 6-1162-AKP-091 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-092 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-093 Escalation Sharing
Letter Agreement No. 6-1162-AKP-094 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-095 Price Adjustment on Rolls Royce Engines
Letter Agreement No. 6-1162-AKP-097 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-117 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. No. 1978
iii
157
Purchase Agreement No. 1978
between
The Boeing Company
and
American Airlines, Inc.
------------------------------
This Purchase Agreement No. 1978 dated as of October __, 1997
between The Boeing Company and American Airlines, Inc. relating to the purchase
and sale of Model 757-223 Aircraft hereby expressly incorporates by reference
all of the terms and conditions of the AGTA.
Article 1. Quantity, Model and Description.
Boeing will manufacture and sell to Customer, and Customer
will purchase, the Aircraft conforming to the Detail Specification, all in
accordance with the terms of this Purchase Agreement. The quantity of Aircraft
is specified in the Table 1 attached hereto and made a part hereof for all
purposes.
Article 2. Delivery Schedule.
The Scheduled Delivery Months of the Aircraft are as listed in
the attached Table 1.
Article 3. Price.
3.1 Basic Price. The Aircraft Basic Price (in 1995
dollars and subject to escalation in accordance with the applicable provisions
of the Purchase Agreement) for each Aircraft is listed in Table 1.
3.2 Advance Payment Base Price. The Advance Payment Base
Price for each Aircraft is listed in Table 1.
3.3 Aircraft and Advance Payment Price Components. The
components of the Aircraft Basic Price and the calculation of the Advance
Payment Base Prices for the Aircraft are listed in Table 1.
P.A. No. 1978
1
158
Article 4. Payment.
4.1 Deposit. Boeing acknowledges receipt of a Deposit in
the amount of $100,000 for each
Aircraft.
4.2 Advance Payments. Customer will make Advance Payments
to Boeing in the amount of 30% of the Advance Payment Base Price of each
Aircraft in accordance with the payment schedule set forth in the attached Table
1, beginning with a payment of 1%, less the Deposit, on the date of full
execution of this Purchase Agreement. Additional Advance Payments for each
Aircraft are due on the first business day of the months and in the amounts
listed in the attached Table 1.
4.3 Advanced Payments Due. For any Aircraft whose
Scheduled Delivery Month is less than 24 months from the date of this Purchase
Agreement, the total amount of Advance Payments due upon the date of full
execution of this Purchase Agreement will include all Advance Payments which are
or were due on or before that date in accordance with the Advance Payment
schedule set forth in the attached Table 1.
4.4 Payment of Balance. Customer will pay the balance of
the Aircraft Price of each Aircraft, less the total amount of Advance Payments
and Deposits received by Boeing for such Aircraft, at delivery in accordance
with the terms and conditions of the Purchase Agreement.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1 contains and
consolidates information contained in Articles 1, 2 and 3 of this Purchase
Agreement with respect to (i) quantity of Aircraft, (ii) applicable Detail
Specification, (iii) Scheduled Delivery Months, (iv) Aircraft Basic Price, (v)
applicable escalation factors, (vi) Advance Payment Base Prices, and (vii)
Advance Payments and their schedules.
5.2 Aircraft Configuration. Exhibit A to this Purchase
Agreement contains the configuration information for the Aircraft including the
Detail Specification and Optional Features.
5.3 Aircraft Delivery Requirements and Responsibilities.
Exhibit B to this Purchase Agreement contains certain documentation and approval
responsibilities of Customer and Boeing.
5.4 Defined Terms. Exhibit C to this Purchase Agreement
contains certain defined terms used in the AGTA or elsewhere in this Purchase
Agreement. All capitalized terms used in this Purchase Agreement but not
otherwise defined shall have the meaning set forth in Exhibit C to this Purchase
Agreement or elsewhere in such Purchase Agreement.
P.A. No. 1978
2
159
5.5 BFE Variables. Supplemental Exhibit BFE1 to this
Purchase Agreement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft pursuant to the BFE Provisions Document.
5.6 Customer Support Variables. Supplemental Exhibit CS1
to this Purchase Agreement contains the variable information applicable to goods
and services furnished by Boeing in support of the Aircraft pursuant to the
Customer Support Document.
5.7 SLP Components. Supplemental Exhibit SLP1 to this
Purchase Agreement lists the airframe, landing gear and other components covered
by the Service Life Policy for the Aircraft as defined in Part 3 of the Product
Assurance Document.
5.8 Engine Escalation Variables. Supplemental Exhibit EE1
to this Purchase Agreement contains the applicable escalation formula, warranty,
and the patent indemnity for the Engines.
5.9 Negotiated Agreement; Entire Agreement. This Purchase
Agreement including, without limitation, the provisions of Article 8 of the AGTA
relating to indemnification and insurance, and Section 11 of Part 2 of the
Product Assurance Document relating to DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES has been the subject of discussion and
negotiation and is understood by the parties. The Aircraft Price and other
agreements of the parties stated in this Purchase Agreement were arrived at in
consideration of such provisions. This Purchase Agreement contains the entire
agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.
* * * * * * * * * * * * * * * *
DATED AS OF THE DATE FIRST ABOVE WRITTEN
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By By
------------------------------- -------------------------------
Its Its
------------------------------ ------------------------------
P.A. No. 1978
3
160
TABLE 1 TO
PURCHASE AGREEMENT NO. 1978
757-223 AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
Page 1 of 1
161
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit A to Purchase Agreement Number 1978
P.A. No. 1978
A
162
AIRCRAFT CONFIGURATION
Dated October ____, 1997
relating to
BOEING MODEL 757-223 AIRCRAFT
The configuration of the Aircraft is described in Detail Specification
D6-44010-75, Revision S, dated March 29, 1996, as amended to incorporate the
applicable specification language which reflects the changes listed below,
including the effects of such changes on the Manufacturer's Empty Weight (MEW)
and Operating Empty Weight (OEW). The current revision of the above Detail
Specification D6-44010-75 will be further revised under future change orders to
reflect the effects of additional changes and features as may be selected by
Customer concurrent with, or subsequent to, execution of this Purchase
Agreement.
P.A. No. 1978
A-1
163
Price
per A/P
1995$
CR/Title (8 A/P)
--------------------------------------------------------------------------------
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
A-2
164
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1978
P.A. No. 1978
B
165
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 757-223 AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of
the Scheduled Delivery Month of each Aircraft with respect to obtaining certain
government issued documentation.
1.1 Registration Documents.
Not later than 6 months prior to delivery of each Aircraft,
Customer will notify Boeing of the registration number to be painted on the side
of the Aircraft. In addition, and not later than 3 months prior to delivery of
each Aircraft, Customer will, by letter to the regulatory authority having
jurisdiction, authorize the temporary use of such registration number by Boeing
during the pre-delivery testing of the Aircraft. Customer is responsible for
furnishing any temporary or permanent registration certificates required by any
Governmental Authority having jurisdiction to be displayed aboard the Aircraft
after delivery.
1.2 Certificate of Sanitary Construction.
Boeing will obtain from the United States Public Health
Service prior to delivery of each Aircraft a United States Certificate of
Sanitary Construction for the Aircraft being delivered. The certificate will be
delivered to Customer at delivery of each Aircraft, and Customer will display
such certificate (or a written statement of the location of the original
certificate) aboard each Aircraft after delivery to Customer.
P.A. No. 1978
B-1
166
2. INSURANCE CERTIFICATES.
Insurance certificate requirements are defined in Article 8 of the
AGTA.
3. FLYAWAY CONFIGURATION AND FERRY FLIGHT INFORMATION.
3.1 Flyaway Configuration Notice.
Not later than 14 days prior to delivery of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
flyaway configuration of the Aircraft for its ferry flight. This configuration
letter should include:
(i) the name of the company which is to furnish fuel for
the ferry flight and any scheduled post-delivery flight training, the method of
payment for such fuel, and fuel load for the ferry flight;
(ii) the cargo to be loaded and where it is to be stowed
on board the Aircraft and address where cargo is to be shipped after flyaway;
and
(iii) any BFE equipment to be removed prior to flyaway and
returned to Boeing BFE stores for installation on Customer's subsequent
Aircraft.
The information contained in such configuration letter may be
changed from time to time by the mutual consent of Boeing and Customer.
3.2 Ferry Flight Information.
Customer will provide to Boeing at least 24 hours prior to
delivery of each Aircraft:
(i) a complete list of names and citizenship of each crew
member and non-revenue passenger who will be aboard the ferry flight; and
(ii) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. Subsequent to the Boeing production
flight test, all FAA, Boeing, Customer and, if required, U.S. Customs Bureau
inspections will be scheduled by Boeing for completion prior to delivery of the
Aircraft. Customer will be informed of such schedules with as much advance
notice as practicable.
P.A. No. 1978
B-2
167
4.2 Schedule of Demonstration Flights. All FAA and Customer
demonstration flights will be scheduled by Boeing for completion prior to
delivery of the Aircraft. Boeing will provide to Customer at least 14 days prior
written notice of the date, time, and location of such flight. Boeing will
notify Customer in writing of any changes to such date, time, and location.
4.3 Schedule for Customer's Flight Crew. Boeing will inform
Customer of the date that a flight crew is required for acceptance routines
associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to Customer,
without charge, 1,600 U.S. gallons of fuel and full capacity of engine oil at
the time of delivery or prior to the ferry flight of the Aircraft.
4.5 Flight Crew and Passenger Consumables. Boeing will provide a
sufficient supply of food, potable water, coat hangers, towels, toilet tissue,
garbage bags, drinking cups and soap for the first segment of the ferry flight
for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft all delivery papers, documents
and data for execution and delivery. Boeing will pre-position in Oklahoma City,
Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an
executed original Form 8050-2, Aircraft ▇▇▇▇ of Sale, for the sale to Customer
and any additional executed forms of such ▇▇▇▇ of sale for any transfers of
title to the Aircraft from any of Boeing's sales subsidiary so that following
recordation of such ▇▇▇▇(s) of sale, Customer will have good and marketable
title to the Aircraft.
4.7 Delegation of Authority. Boeing will present a certified copy
of a Resolution of Boeing's Board of Directors, designating and authorizing
certain persons to act on its behalf in connection with delivery of the Aircraft
including the person executing the transfer of title documents.
4.8 Standard Airworthiness Certificate. Boeing will provide at
delivery of each Aircraft the Standard Airworthiness Certificate in accordance
with Article 3 of the AGTA.
P.A. No. 1978
B-3
168
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer will
provide a copy of its Aircraft Radio Station License (or a written statement of
the location of the original license) to be placed on board the Aircraft
following delivery.
5.2. Aircraft Flight Log. At delivery Customer will provide the
Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to Boeing at
delivery of the Aircraft an original or certified copy of Customer's Delegation
of Authority designating and authorizing certain persons to act on its behalf in
connection with delivery of the specified Aircraft.
P.A. No. 1978
B-3
169
PURCHASE AGREEMENT DEFINITIONS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1978
P.A. No. 1978
C
170
PURCHASE AGREEMENT DEFINITIONS
Dated October ____, 1997
relating to
BOEING MODEL 757-223 AIRCRAFT
I. Definitions.
The following terms, when used in capitalized form in this Purchase Agreement,
including the AGTA and any exhibits, schedules, attachments, supplements,
amendments and letter agreements to this Purchase Agreement, have the following
meanings:
"Advance Payments" means the payments made by Customer in advance of
delivery with respect of an Aircraft pursuant to Section 4.2 of the Purchase
Agreement.
"Advance Payment Base Price" has the meaning set forth in Section 2.1.6
of the AGTA.
"Affiliate", with respect to a specified Person, means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "control"
when used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
"AGTA" has the meaning set forth in the recital of the Aircraft General
Terms Agreement of even date herewith between Boeing and Customer.
"Aircraft" means any or all, as the context requires, of the Boeing
Model 757-223 aircraft described in Table 1 to the Purchase Agreement, together
with the Engines and Parts that are incorporated or installed in or attached to
such aircraft.
"Aircraft Basic Price" has the meaning set forth in Section 2.1.4 of
the AGTA.
"Aircraft Price" has the meaning set forth in Section 2.1.7 of the
AGTA.
P.A. No. 1978
C-1
171
"Aircraft Software" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Airframe Escalation Adjustment Document" has the meaning set forth in
Section 2.1.5 of the AGTA.
"Airframe Price" has the meaning set forth in Section 2.1.1 of the
AGTA.
"ATA" has the meaning set forth in Section 1 to Part 3 of the Customer
Support Document.
"Authorized Agent" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Average Direct Hourly Labor Rate" has the meaning set forth in Part 1
of the Product Assurance Document.
"BFE Provisions Document" means the Buyer Furnished Equipment
Provisions Document attached to the AGTA as Exhibit A.
"Boeing" has the meaning set forth in the recital of the AGTA.
"Boeing Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Buyer Furnished Equipment" or "BFE" has the meaning set forth in
Section 1.2 of the AGTA.
"Correct" or "Correction" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Corrected Boeing Product" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Customer" has the meaning set forth in the recital of the AGTA.
"Customer Support Document" means the Customer Support Document
attached to the AGTA as Exhibit B.
"Deposit" means the deposit made by Customer in respect of an Aircraft
pursuant to Section 4.1 of the Purchase Agreement.
"Detail Specification" means the Detail Specification identified in
Exhibit A to the Purchase Agreement, as the same is amended from time to time by
Boeing and Customer pursuant to Article 4 of the AGTA.
"Development Changes" has the meaning set forth in Section 4.2 of the
AGTA.
P.A. No. 1978
C-2
172
"Direct Labor" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Direct Materials" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Documents" has the meaning set forth in Section 4.6 of Part 3 to the
Customer Support Document.
"Engine" means each of the two engines installed on an Aircraft and
identified in Table 1 to the Purchase Agreement, together with any and all Parts
incorporated or installed in or attached to each such engine.
"Engine Price" has the meaning set forth in Section 2.1.3 of the AGTA.
"Engine Price Adjustment" means the adjustment to the Engine Price
determined in accordance with the formula set forth in Supplemental ▇▇▇▇▇▇▇ ▇▇▇
to the Purchase Agreement.
"Engine Supplier" means the manufacturer of the Engine.
"Escalation Adjustment" has the meaning set forth in Section 2.1.5 of
the AGTA.
"Excusable Delay" has the meaning set forth in Section 7.1 of the AGTA.
"FAA" means the Federal Aviation Administration of the United States of
America and any agency or instrumentality of the United States government
succeeding to its functions.
"Failed Component" has the meaning set forth in Section 1 of Part 3 to
the Product Assurance Document.
"Failure" has the meaning set forth in Section 1 of Part 3 to the
Product Assurance Document.
"Federal Aviation Regulations" means the regulations promulgated by the
FAA from time to time and any official interpretations thereof.
"Field Services" has the meaning set forth in Section 1 of Part 2 to
the Customer Support Document.
"Governmental Authority" means any federal, state, county, local or
foreign governmental entity or municipality or subdivision thereof or any
authority, arbitrator,
P.A. No. 1978
C-3
173
department, commission, board, bureau, body, agency, court or other agency or
instrumentality thereof.
"Governmental Regulations" means: (1) the Type Certificate for the
Aircraft; (2) any other certification, license or approval issued or required
for the Aircraft by the FAA or any other Governmental Authority having
jurisdiction over Boeing or the Aircraft; (3) any other law, rule, order or
regulation of the United States Government or any agency or instrumentality
thereof, having jurisdiction over the Aircraft or Boeing; (4) all regulations
and official interpretations of the certification, license, or approval
requirements described in (1), (2) and (3) above; and (5) all airworthiness
directives issued by the FAA.
"Interface Problem" has the meaning set forth in Section 1 of Part 5 of
the Product Assurance Document.
"Manufacturer Change" has the meaning set forth in Section 3.2.1 of the
AGTA.
"Operator Changes" has the meaning set forth in Section 3.3.1 of the
AGTA.
"Optional Features" means those Parts identified as optional features
in the Detail Specification.
"Optional Features Prices" has the meaning set forth in Section 2.1.2
of the AGTA.
"Parts" means any and all appliances, parts, instruments,
appurtenances, accessories, furnishings, and other equipment or property of
whatever nature incorporated or installed in or attached to an Aircraft upon
delivery or otherwise pursuant to the Purchase Agreement.
"Performance Guarantees" has the meaning set forth in Section 5.4 of
the AGTA.
"Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Policy" has the meaning set forth in Section 1 of Part 3 of the
Product Assurance Document.
"Product Assurance Document" means the Product Assurance Document
attached to the AGTA as Exhibit C.
P.A. No. 1978
C-4
174
"Proprietary Information" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
"Proprietary Materials" has the meaning set forth in Section 1 of Part
5 to the Customer Support Document.
"Purchase Agreement" means Purchase Agreement No. 1978, of even date
herewith, between Boeing and Customer for the purchase of the Aircraft,
including, without limitation, the AGTA and any exhibits, schedules,
attachments, supplements, amendments and letter agreements to such Purchase
Agreement.
"Scheduled Delivery Month" means, with respect to an Aircraft, the
scheduled month and year of delivery for such Aircraft as set forth in Section 2
of the Purchase Agreement.
"Seller Furnished Equipment" or "SFE" means those Parts incorporated or
installed in, or attached to, the Aircraft by Boeing and designated as "seller
furnished equipment."
"Seller Purchased Equipment" or "SPE" means those Parts incorporated or
installed in, or attached to, the Aircraft by Boeing and designated as "seller
purchased equipment."
"Standard Airworthiness Certificate" means a standard airworthiness
certificate for transport category aircraft applicable to an Aircraft issued by
the FAA pursuant to Part 21 of the Federal Aviation Regulations (or any
successor regulations).
"SLP Component" has the meaning set forth in Section 1 of Part 3 of
Product Assurance Document.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
"Suppliers" has the meaning set forth in Section 1 of Part 4 of the
Product Assurance Document.
"Supplier Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Taxes" has the meaning set forth in Section 2.2 of the AGTA.
"Type Certificate" means a type certificate for transport category
aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation
Regulations or any successor regulation.
P.A. No. 1978
C-5
175
"Warranty Inspections" has the meaning set forth in Part 1 of the
Product Assurance Document.
II. Interpretive Provisions.
When reference is made to an article, section, attachment, exhibit, schedule or
supplement of the "AGTA" or a "Purchase Agreement" without further reference to
a particular letter agreement, attachment, exhibit, schedule or supplement
thereto, such reference shall be deemed to be a reference to the main text of
the AGTA or such Purchase Agreement, respectively.
P.A. No. 1978
C-6
176
SUPPLEMENTAL EXHIBIT BFE1
TO
PURCHASE AGREEMENT NO. 1978
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
BUYER FURNISHED EQUIPMENT (BFE) VARIABLES
MODEL 757-223
This Exhibit Supplement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft.
1. Supplier Selection.
Customer has selected and notified Boeing of the supplier for the seats
and galley system.
2. On-dock Dates.
Boeing has provided to Customer a BFE Requirements On-Dock/Inventory
Document (BFE Document) setting forth the items, quantities, on-dock dates and
shipping instructions relating to the in sequence installation of BFE, which may
be periodically revised. In the future, Boeing may submit an electronically
transmitted BFE Report (which may be periodically revised) setting forth the
items, quantities, on-dock dates and shipping instructions relating to the in
sequence installation of BFE and such BFE Report will be deemed to be a BFE
Document.
P.A. No. 1978
BFE1-1
177
SUPPLEMENTAL EXHIBIT CS1
TO
PURCHASE AGREEMENT NO. 1978
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
757 CUSTOMER SUPPORT VARIABLES
This outline summarizes Boeing's Customer support program to assist Customer in
the introduction and economical long term operation of its Boeing aircraft. This
program generally includes the following:
1. Maintenance Training.
1.1 Maintenance Training Minor Model Differences Course, if
required, covering operational, structural or systems differences between
Customer's newly-purchased Aircraft and an aircraft of the same model currently
operated by Customer; 1 class of 15 students;
1.2 Training materials, if applicable, will be provided to each
student. In addition, one set of training materials as used in Boeing's training
program, including visual aids, text and graphics will be provided for use in
Customer's own training program.
2. Flight Training.
Boeing will provide, if required, one classroom course to acquaint up
to 15 students with operational, systems and performance differences between
Customer's newly-purchased Aircraft and an aircraft of the same model currently
operated by Customer. Any training materials used in Flight Training, if
required, will be provided for use in Customer's own training program.
P.A. No. 1978
CS1-1
178
3. Exchange of Training Entitlements.
If Customer chooses not to receive all or any portion of the training
entitlements pursuant to Sections 1 and 2, the value of such unused training
entitlements may be exchanged for training in support of another model of
aircraft purchased from Boeing; provided, that the aggregate value of training
provided by Boeing shall not exceed the value of the training entitlements in
Sections 1 and 2.
4. Planning Assistance.
4.1 Maintenance and Ground Operations. Upon request, Boeing will
provide planning assistance regarding Minor Model Differences requirements for
facilities, tools and equipment.
4.2 Spares. Boeing will revise, as applicable, the customized
Recommended Spares Parts List (RSPL) and Illustrated Parts Catalog (IPC).
5. Technical Data and Documents.
Boeing will revise, as applicable, technical data and documents
provided with previously delivered aircraft.
P.A. No. 1978
CS1-2
179
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit SLP1 to Purchase Agreement Number 1978
P.A. No. 1978
SLP1
180
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 757 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
"Boeing Service Life Policy" of the Product Assurance Document, and is a part of
Purchase Agreement No. 1978.
1. Wing.
(a) Upper and lower skins including fixed leading edge and
trailing edge skins and panels [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.], and stiffeners.
(b) Wing spar webs, chords, and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section lower beams, spanwise beams and
floor beams, but not the seat tracks attached to the
beams.
(g) Wing-to-body structural attachments.
(h) Engine strut support fittings attached directly to wing
primary structure.
(i) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and
for leading edge devices and trailing edge flaps.
(j) Trailing edge flap tracks and carriages.
(k) Fixed attachment and actuator support structure
aileron, leading edge device and trailing edge flap
internal.
P.A. No. 1978
SLP1-1
181
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and
frames between the forward pressure bulkhead and the
vertical stabilizer rear spar bulkhead, and structural
support and enclosure for the auxiliary power unit but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits, excluding door
mechanisms and movable hinge components. ▇▇▇▇▇ and
frames around the body openings for the passenger
doors, cargo doors and emergency exits, excluding scuff
plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, forward and aft bulkheads, and
the gear support structure.
(e) Main gear wheel well structure including pressure deck,
bulkheads and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and
the main gear wheel well aft bulkhead, including
splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar
support bulkheads including terminal fittings but
excluding all system components and related
installation and connecting devices, insulation,
lining, decorative panels, and related installation and
connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
P.A. ▇▇. ▇▇▇▇
▇▇▇▇-▇
▇▇▇
(▇) Front, rear and auxiliary spar chords, webs, and
stiffeners, and attachment fittings between vertical
stabilizer and body.
(c) Inspar ribs.
(d) Support structure in the vertical stabilizer for rudder
hinges, reaction links and actuator.
(e) Support structure for rudder internal, fixed attachment
and actuator.
(f) Rudder hinges and supporting ribs, excluding bearings.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front, rear and auxiliary spar chords, webs, and
stiffeners.
(c) Inspar ribs.
(d) Stabilizer center splice fittings, pivot and screw
support structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Support structure for elevator internal, fixed
attachment and actuator.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure.
(e) For Aircraft equipped with ▇▇▇▇▇ & ▇▇▇▇▇▇▇ engines
only, the engine mounted support fittings.
6. Main Landing Gear.
(a) Outer cylinder.
P.A. ▇▇. ▇▇▇▇
▇▇▇▇-▇
▇▇▇
(▇) Inner cylinder.
(c) Upper and lower side struts, including spindles and
universals.
(d) Drag strut.
(e) Side strut reaction link.
(f) Side strut support link.
(g) Downlock links including spindles and universals.
(h) Orifice plate.
(i) Trunnion link.
(j) Truck beam.
(k) Axles.
(l) Torsion links.
(m) Stabilizer link.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder.
(c) Upper and lower drag strut, including lock links.
(d) Axles.
(e) Torsion links.
(f) Steering plates and steering collar.
(g) Orifice plate.
NOTE: The Service Life Policy does not cover any bearings, bolts,
bushings, clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the SLP Components.
P.A. No. 1978
SLP1-4
184
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental ▇▇▇▇▇▇▇ ▇▇▇ to Purchase Agreement Number 1978
P.A. No. 1978
EE1-1
185
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 757 AIRCRAFT
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in Table 1 of the
Purchase Agreement includes an aggregate price for Rolls Royce RB211 series
Engines and all accessories, equipment and parts therefor provided by the Engine
Supplier. The adjustment in Engine Price applicable to each Aircraft ("Engine
Price Adjustment" herein) will be determined at the time of Aircraft delivery in
accordance with the following formula:
Pa = (Po + F) (AA + BB + CC) - Po
(b) The following definitions will apply herein:
Pa = Engine Price Adjustment
Po = The Engine Price as set forth in Table 1 of the Purchase
Agreement.
F = 0.005 (N) (Po). Where N = the calendar year of
scheduled Engine delivery, minus 1995. For purposes of
this calculation, Engine delivery is assumed to be 2
months prior to the Scheduled Delivery Month of the
Aircraft.
AA = .60 x L
-------
$17.273
BB = .30 x M
-------
122.90
CC = .10 x E
-------
77.70
In determining the value of AA, BB and CC, the ratios of L divided by $17.273, M
divided by 122.90 and E divided by 77.70 will each be expressed as a decimal
which will not be rounded, but the value resulting from multiplying such ratios
by the respective constants (.60, .30 and .10) will be expressed as a decimal
and rounded to the nearest ten-thousandth.
P.A. No. 1978
EE1-2
186
L = The arithmetic average of the Average Hourly Earnings for the
15th, 14th and 13th months prior to the Scheduled Delivery
Month of the Aircraft. Such arithmetic average will be
expressed as a decimal and rounded to the nearest thousandth.
$17.273 = Average Hourly Earnings - SIC 3724 for the average of April,
May and June 1994.
M = The arithmetic average of the Producer Price Indices - Code 10
(Base Year 1982 = 100) for the 15th, 14th and 13th months
prior to the Scheduled Delivery Month of the Aircraft. Such
arithmetic average will be expressed as a decimal and rounded
to the nearest hundredth.
122.90 = Producer Price Index - Code 10 for the average of April, May
and June 1994.
E = The arithmetic average of the Producer Price Indices - Code 5
(Base Year 1982 = 100) for the 15th, 14th and 13th months
prior to the Scheduled Delivery Month of the Aircraft. Such
arithmetic average will be expressed as a decimal and rounded
to the nearest hundredth.
77.70 = Producer Price Index - Code 5 for the average of April, May
and June 1994.
The Engine Price Adjustment will not be made if it would result in a decrease in
the Engine Price.
The Average Hourly Earnings and Producer Price Indices referred to above are
defined below:
(i) Average Hourly Earnings. SIC 3724 of the Industry Group
"Hourly Earnings of Aircraft Engines and Engine Parts Production Workers"
published by the Bureau of Labor Statistics, U.S. Department of Labor.
(ii) Producer Price Index. Code 10 for the Commodities Group "Metals
and Metal Products" published by the Bureau of Labor Statistics, U.S. Department
of Labor.
(iii) Producer Price Index. Code 5 for the Commodities Group "Fuels
and Related Products and Power" published by the Bureau of Labor Statistics,
U.S. Department of Labor.
The values of the Average Hourly Earnings and Producer Price Indices used in
determining the Engine Price Adjustment will be those published by the Bureau of
Labor
P.A. No. 1978
EE1-3
187
Statistics, U.S. Department of Labor as of a date 30 days prior to the
Scheduled Delivery Month of the Aircraft. Such values will be considered final
and no Engine Price Adjustment will be made after Aircraft delivery for any
subsequent changes in published values.
NOTE: Any rounding of a number, as required under this Supplemental ▇▇▇▇▇▇▇
▇▇▇ with respect to escalation of the Engine Price, will be
accomplished as follows: if the first digit of the portion to be
dropped from the number to be rounded is five or greater, the preceding
digit will be raised to the next higher number.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.
The warranty and product support plan for the Engines shall be
negotiated directly between Customer and Rolls-Royce plc.
P.A. No. 1978
EE1-4
188
PURCHASE AGREEMENT NO. 1979
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
DATED AS OF OCTOBER __, 1997
RELATING TO BOEING MODEL 767-323ER AIRCRAFT
189
TABLE OF CONTENTS
PAGE
ARTICLES NUMBER
-------- ------
1. Quantity, Model and Description 1
2. Delivery Schedule 1
3. Price 1
4. Payment 2
5. Miscellaneous 2
TABLE
-----
1. Aircraft Delivery, Description, Price and Advance Payments
EXHIBITS
--------
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
C. Defined Terms
SUPPLEMENTAL EXHIBITS
---------------------
BFE1. BFE Variables
CS1. Customer Support Variables
SLP1. Service Life Policy Components
EE1. Engine Escalation, Engine Warranty and Patent Indemnity
P.A. No. 1979 i
190
LETTER AGREEMENTS
-----------------
Letter Agreement No. 6-1162-AKP-070 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-071 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-072 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-073 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-099 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-100 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-101 Aircraft Performance Guarantees
P.A. No. 1979 ii
191
Letter Agreement No. 6-1162-AKP-102 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-103 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-104 Escalation Sharing
Letter Agreement No. 6-1162-AKP-105 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-106 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-117 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. No. 1979 iii
192
Purchase Agreement No. 1979
between
The Boeing Company
and
American Airlines, Inc.
------------------------------
This Purchase Agreement No. 1979 dated as of October __, 1997
between The Boeing Company and American Airlines, Inc. relating to the purchase
and sale of Model 767-323ER Aircraft hereby expressly incorporates by reference
all of the terms and conditions of the AGTA.
Article 1. Quantity, Model and Description.
Boeing will manufacture and sell to Customer, and Customer
will purchase, the Aircraft conforming to the Detail Specification, all in
accordance with the terms of this Purchase Agreement. The quantity of Aircraft
is specified in the Table 1 attached hereto and made a part hereof for all
purposes.
Article 2. Delivery Schedule.
The Scheduled Delivery Months of the Aircraft are as listed in
the attached
Table 1.
Article 3. Price.
3.1 Basic Price. The Aircraft Basic Price (in 1995
dollars and subject to escalation in accordance with the applicable provisions
of the Purchase Agreement) for each Aircraft is listed in Table 1.
3.2 Advance Payment Base Price. The Advance Payment Base
Price for each Aircraft is listed in Table 1.
3.3 Aircraft and Advance Payment Price Components. The
components of the Aircraft Basic Price and the calculation of the Advance
Payment Base Prices for the Aircraft are listed in Table 1.
P.A. No. 1979 1
193
Article 4. Payment.
4.1 Deposit. Boeing acknowledges receipt of a Deposit in
the amount of $125,000 for each Aircraft.
4.2 Advance Payments. Customer will make Advance Payments
to Boeing in the amount of 30% of the Advance Payment Base Price of each
Aircraft in accordance with the payment schedule set forth in the attached Table
1, beginning with a payment of 1%, less the Deposit, on the date of full
execution of this Purchase Agreement. Additional Advance Payments for each
Aircraft are due on the first business day of the months and in the amounts
listed in the attached Table 1.
4.3 Advance Payments Due. For any Aircraft whose
Scheduled Delivery Month is less than 24 months from the date of this Purchase
Agreement, the total amount of Advance Payments due upon the date of full
execution of this Purchase Agreement will include all Advance Payments which are
or were due on or before that date in accordance with the Advance Payment
schedule set forth in the attached Table 1.
4.4 Payment of Balance. Customer will pay the balance of
the Aircraft Price of each Aircraft, less the total amount of Advance Payments
and Deposits received by Boeing for such Aircraft, at delivery in accordance
with the terms and conditions of the Purchase Agreement.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1 contains and
consolidates information contained in Articles 1, 2 and 3 of this Purchase
Agreement with respect to (i) quantity of Aircraft, (ii) applicable Detail
Specification, (iii) Scheduled Delivery Months, (iv) Aircraft Basic Price, (v)
applicable escalation factors, (vi) Advance Payment Base Prices, and (vii)
Advance Payments and their schedules.
5.2 Aircraft Configuration. Exhibit A to this Purchase
Agreement contains the configuration information for the Aircraft including the
Detail Specification and Optional Features.
5.3 Aircraft Delivery Requirements and Responsibilities.
Exhibit B to this Purchase Agreement contains certain documentation and approval
responsibilities of Customer and Boeing.
5.4 Defined Terms. Exhibit C to this Purchase Agreement
contains certain defined terms used in the AGTA or elsewhere in this Purchase
Agreement. All capitalized terms used in this Purchase Agreement but not
otherwise defined shall have the meaning set forth in Exhibit C to this Purchase
Agreement or elsewhere in such Purchase Agreement.
P.A. No. 1979 2
194
5.5 BFE Variables. Supplemental Exhibit BFE1 to this
Purchase Agreement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft pursuant to the BFE Provisions Document.
5.6 Customer Support Variables. Supplemental Exhibit CS1
to this Purchase Agreement contains the variable information applicable to goods
and services furnished by Boeing in support of the Aircraft pursuant to the
Customer Support Document.
5.7 SLP Components. Supplemental Exhibit SLP1 to this
Purchase Agreement lists the airframe, landing gear and other components covered
by the Service Life Policy for the Aircraft as defined in Part 3 of the Product
Assurance Document.
5.8 Engine Escalation Variables. Supplemental Exhibit EE1
to this Purchase Agreement contains the applicable escalation formula, warranty,
and patent indemnity for the Engines.
5.9 Negotiated Agreement; Entire Agreement. This Purchase
Agreement including, without limitation, the provisions of Article 8 of the AGTA
relating to indemnification and insurance, and Section 11 of Part 2 of the
Product Assurance Document relating to DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES has been the subject of discussion and
negotiation and is understood by the parties. The Aircraft Price and other
agreements of the parties stated in this Purchase Agreement were arrived at in
consideration of such provisions. This Purchase Agreement contains the entire
agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.
* * * * * * * * * * * * * * * *
DATED AS OF THE DATE FIRST ABOVE WRITTEN
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By By
------------------------------- -------------------------------
Its Its
------------------------------ ------------------------------
P.A. No. 1979 3
195
TABLE 1 TO
PURCHASE AGREEMENT NO. 1979
767-323ER AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979 Page 1 of 1
196
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit A to Purchase Agreement Number 1979
P.A. No. 1979 A
197
AIRCRAFT CONFIGURATION
Dated October __, 1997
relating to
BOEING MODEL 767-323ER AIRCRAFT
The configuration of the Aircraft is described in Detail Specification
D6T10330AAL, Revision 7, dated September 30, 1994, as amended to incorporate the
applicable specification language which reflects the changes listed below,
including the effects of such changes on the Manufacturer's Empty Weight (MEW)
and Operating Empty Weight (OEW). The current revision of the above Detail
Specification D6T10330AAL will be further revised under future change orders to
reflect the effects of additional changes and features as may be selected by
Customer concurrent with, or subsequent to, execution of this Purchase
Agreement.
P.A. No. 1979 A-1
198
Price
per A/P
1995$
CR/Title (8 A/P)
--------------------------------------------------------------------------------
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979 A-2
199
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1979
P.A. No. 1979 B
200
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 767-323ER AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of
the Scheduled Delivery Month of each Aircraft with respect to obtaining certain
government issued documentation.
1.1 Registration Documents.
Not later than 6 months prior to delivery of each Aircraft,
Customer will notify Boeing of the registration number to be painted on the side
of the Aircraft. In addition, and not later than 3 months prior to delivery of
each Aircraft, Customer will, by letter to the regulatory authority having
jurisdiction, authorize the temporary use of such registration number by Boeing
during the pre-delivery testing of the Aircraft. Customer is responsible for
furnishing any temporary or permanent registration certificates required by any
Governmental Authority having jurisdiction to be displayed aboard the Aircraft
after delivery.
1.2 Certificate of Sanitary Construction.
Boeing will obtain from the United States Public Health
Service prior to delivery of each Aircraft a United States Certificate of
Sanitary Construction for the Aircraft being delivered. The certificate will be
delivered to Customer at delivery of each Aircraft, and Customer will display
such certificate (or a written statement of the location of the original
certificate) aboard each Aircraft after delivery to Customer.
P.A. No. 1979 B-1
201
2. INSURANCE CERTIFICATES.
Insurance certificate requirements are defined in Article 8 of the
AGTA.
3. FLYAWAY CONFIGURATION AND FERRY FLIGHT INFORMATION.
3.1 Flyaway Configuration Notice.
Not later than 14 days prior to delivery of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
flyaway configuration of the Aircraft for its ferry flight. This configuration
letter should include:
(i) the name of the company which is to furnish fuel for
the ferry flight and any scheduled post-delivery flight training, the method of
payment for such fuel, and fuel load for the ferry flight;
(ii) the cargo to be loaded and where it is to be stowed
on board the Aircraft and address where cargo is to be shipped after flyaway;
and
(iii) any BFE equipment to be removed prior to flyaway and
returned to Boeing BFE stores for installation on Customer's subsequent
Aircraft.
The information contained in such configuration letter may be
changed from time to time by the mutual consent of Boeing and Customer.
3.2 Ferry Flight Information.
Customer will provide to Boeing at least 24 hours prior to
delivery of each Aircraft:
(i) a complete list of names and citizenship of each crew
member and non-revenue passenger who will be aboard the ferry flight; and
(ii) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. Subsequent to the Boeing production
flight test, all FAA, Boeing, Customer and, if required, U.S. Customs Bureau
inspections will be scheduled by Boeing for completion prior to delivery of the
Aircraft. Customer will be informed of such schedules with as much advance
notice as practicable.
P.A. No. 1979 B-2
202
4.2 Schedule of Demonstration Flights. All FAA and Customer
demonstration flights will be scheduled by Boeing for completion prior to
delivery of the Aircraft. Boeing will provide to Customer at least 14 days prior
written notice of the date, time, and location of such flight. Boeing will
notify Customer in writing of any changes to such date, time, and location.
4.3 Schedule for Customer's Flight Crew. Boeing will inform
Customer of the date that a flight crew is required for acceptance routines
associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to Customer,
without charge, 2,000 U.S. gallons of fuel and full capacity of engine oil at
the time of delivery or prior to the ferry flight of the Aircraft.
4.5 Flight Crew and Passenger Consumables. Boeing will provide a
sufficient supply of food, potable water, coat hangers, towels, toilet tissue,
garbage bags, drinking cups and soap for the first segment of the ferry flight
for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft all delivery papers, documents
and data for execution and delivery. Boeing will pre-position in Oklahoma City,
Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an
executed original Form 8050-2, Aircraft ▇▇▇▇ of Sale, for the sale to Customer
and any additional executed forms of such ▇▇▇▇ of sale for any transfers of
title to the Aircraft from any of Boeing's sales subsidiary so that following
recordation of such ▇▇▇▇(s) of sale, Customer will have good and marketable
title to the Aircraft.
4.7 Delegation of Authority. Boeing will present a certified copy
of a Resolution of Boeing's Board of Directors, designating and authorizing
certain persons to act on its behalf in connection with delivery of the Aircraft
including the person executing the transfer of title documents.
4.8 Standard Airworthiness Certificate. Boeing will provide at
delivery of each Aircraft the Standard Airworthiness Certificate in accordance
with Article 3 of the AGTA.
P.A. No. 1979 B-3
203
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer will
provide a copy of its Aircraft Radio Station License (or a written statement of
the location of the original license) to be placed on board the Aircraft
following delivery.
5.2 Aircraft Flight Log. At delivery Customer will provide the
Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to Boeing at
delivery of the Aircraft an original or certified copy of Customer's Delegation
of Authority designating and authorizing certain persons to act on its behalf in
connection with delivery of the specified Aircraft.
P.A. No. 1979 B-4
204
PURCHASE AGREEMENT DEFINITIONS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1979
P.A. No. 1979 C
205
PURCHASE AGREEMENT DEFINITIONS
Dated October , 1997
relating to
BOEING MODEL 767-323ER AIRCRAFT
I. Definitions.
The following terms, when used in capitalized form in this Purchase Agreement,
including the AGTA and any exhibits, schedules, attachments, supplements,
amendments and letter agreements to this Purchase Agreement, have the following
meanings:
"Advance Payments" means the payments made by Customer in advance of
delivery with respect of an Aircraft pursuant to Section 4.2 of the Purchase
Agreement.
"Advance Payment Base Price" has the meaning set forth in Section 2.1.6
of the AGTA.
"Affiliate", with respect to a specified Person, means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "control"
when used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
"AGTA" has the meaning set forth in the recital of the Aircraft General
Terms Agreement of even date herewith between Boeing and Customer.
"Aircraft" means any or all, as the context requires, of the Boeing
Model 767-323ER aircraft described in Table 1 to the Purchase Agreement,
together with the Engines and Parts that are incorporated or installed in or
attached to such aircraft.
"Aircraft Basic Price" has the meaning set forth in Section 2.1.4 of
the AGTA.
"Aircraft Software" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Aircraft Price" has the meaning set forth in Section 2.1.7 of the
AGTA.
P.A. No. 1979 C-1
206
"Airframe Escalation Adjustment Document" has the meaning set forth in
Section 2.1.5 of the AGTA.
"Airframe Price" has the meaning set forth in Section 2.1.1 of the
AGTA.
"ATA" has the meaning set forth in Section 1 to Part 3 of the Customer
Support Document.
"Authorized Agent" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Average Direct Hourly Labor Rate" has the meaning set forth in Part 1
of the Product Assurance Document.
"Buyer Furnished Equipment" or "BFE" has the meaning set forth in
Section 1.2 of the AGTA.
"BFE Provisions Document" means the Buyer Furnished Equipment
Provisions Document attached to the AGTA as Exhibit A.
"Boeing" has the meaning set forth in the recital of the AGTA.
"Boeing Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Correct" or "Correction" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Corrected Boeing Product" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Customer" has the meaning set forth in the recital of the AGTA.
"Customer Support Document" means the Customer Support Document
attached to the AGTA as Exhibit B.
"Deposit" means the deposit made by Customer in respect of an Aircraft
pursuant to Section 4.1 of the Purchase Agreement.
"Detail Specification" means the Detail Specification identified in
Exhibit A to the Purchase Agreement, as the same is amended from time to time by
Boeing and Customer pursuant to Article 4 of the AGTA.
"Documents" has the meaning set forth in Section 4.6 of Part 3 to the
Customer Support Document.
P.A. No. 1979 C-2
207
"Development Changes" has the meaning set forth in Section 4.2 of the
AGTA.
"Direct Labor" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Direct Materials" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Engine" means each of the two engines installed on an Aircraft and
identified in Table 1 to the Purchase Agreement, together with any and all Parts
incorporated or installed in or attached to each such engine.
"Engine Price" has the meaning set forth in Section 2.1.3 of the AGTA.
"Engine Price Adjustment" means the adjustment to the Engine Price
determined in accordance with the formula set forth in Supplemental ▇▇▇▇▇▇▇ ▇▇▇
to the Purchase Agreement.
"Engine Supplier" means the manufacturer of the Engine.
"Escalation Adjustment" has the meaning set forth in Section 2.1.5 of
the AGTA.
"Excusable Delay" has the meaning set forth in Section 7.1 of the AGTA.
"FAA" means the Federal Aviation Administration of the United States of
America and any agency or instrumentality of the United States government
succeeding to its functions.
"Failed Component" has the meaning set forth in Section 1 of Part 3 to
the Product Assurance Document.
"Failure" has the meaning set forth in Section 1 of Part 3 to the
Product Assurance Document.
"Federal Aviation Regulations" means the regulations promulgated by the
FAA from time to time and any official interpretations thereof.
"Field Services" has the meaning set forth in Section 1 of Part 2 to
the Customer Support Document.
"Governmental Authority" means any federal, state, county, local or
foreign governmental entity or municipality or subdivision thereof or any
authority, arbitrator,
P.A. No. 1979 C-3
208
department, commission, board, bureau, body, agency, court or other agency or
instrumentality thereof.
"Governmental Regulations" means: (1) the Type Certificate for the
Aircraft; (2) any other certification, license or approval issued or required
for the Aircraft by the FAA or any other Governmental Authority having
jurisdiction over Boeing or the Aircraft; (3) any other law, rule, order or
regulation of the United States Government or any agency or instrumentality
thereof, having jurisdiction over the Aircraft or Boeing; (4) all regulations
and official interpretations of the certification, license, or approval
requirements described in (1), (2) and (3) above; and (5) all airworthiness
directives issued by the FAA.
"Interface Problem" has the meaning set forth in Section 1 of Part 5 of
the Product Assurance Document.
"Manufacturer Change" has the meaning set forth in Section 3.2.1 of the
AGTA.
"Operator Changes" has the meaning set forth in Section 3.3.1 of the
AGTA.
"Optional Features" means those Parts identified as optional features
in the Detail Specification.
"Optional Features Prices" has the meaning set forth in Section 2.1.2
of the AGTA.
"Parts" means any and all appliances, parts, instruments,
appurtenances, accessories, furnishings, and other equipment or property of
whatever nature incorporated or installed in or attached to an Aircraft upon
delivery or otherwise pursuant to the Purchase Agreement.
"Performance Guarantees" has the meaning set forth in Section 5.4 of
the AGTA.
"Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Policy" has the meaning set forth in Section 1 of Part 3 of the
Product Assurance Document.
"Product Assurance Document" means the Product Assurance Document
attached to the AGTA as Exhibit C.
P.A. No. 1979 C-4
209
"Proprietary Information" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
"Proprietary Materials" has the meaning set forth in Section 1 of Part
5 to the Customer Support Document.
"Purchase Agreement" means Purchase Agreement No. 1979, of even date
herewith, between Boeing and Customer for the purchase of the Aircraft,
including, without limitation, the AGTA and any exhibits, schedules,
attachments, supplements, amendments and letter agreements to such Purchase
Agreement.
"Scheduled Delivery Month" means, with respect to an Aircraft, the
scheduled month and year of delivery for such Aircraft as set forth in Section 2
of the Purchase Agreement.
"Seller Furnished Equipment" or "SFE" means those Parts incorporated or
installed in, or attached to, the Aircraft by Boeing and designated as "seller
furnished equipment."
"Seller Purchased Equipment" or "SPE" means those Parts incorporated or
installed in, or attached to, the Aircraft by Boeing and designated as "seller
purchased equipment."
"Standard Airworthiness Certificate" means a standard airworthiness
certificate for transport category aircraft applicable to an Aircraft issued by
the FAA pursuant to Part 21 of the Federal Aviation Regulations (or any
successor regulations).
"SLP Component" has the meaning set forth in Section 1 of Part 3 of
Product Assurance Document.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
"Suppliers" has the meaning set forth in Section 1 of Part 4 of the
Product Assurance Document.
"Supplier Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Taxes" has the meaning set forth in Section 2.2 of the AGTA.
"Type Certificate" means a type certificate for transport category
aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation
Regulations or any successor regulation.
P.A. No. 1979 C-5
210
"Warranty Inspections" has the meaning set forth in Part 1 of the
Product Assurance Document.
II. Interpretive Provisions.
When reference is made to an article, section, attachment, exhibit, schedule or
supplement of the "AGTA" or a "Purchase Agreement" without further reference to
a particular letter agreement, attachment, exhibit, schedule or supplement
thereto, such reference shall be deemed to be a reference to the main text of
the AGTA or such Purchase Agreement, respectively.
P.A. No. 1979 C-6
211
SUPPLEMENTAL EXHIBIT BFE1
TO
PURCHASE AGREEMENT NO. 1979
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
BUYER FURNISHED EQUIPMENT (BFE) VARIABLES
MODEL 767-323ER
This Exhibit Supplement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft.
1. Supplier Selection.
Customer has selected and notified Boeing of the supplier for the
galley system.
2. On-dock Dates.
Boeing has provided to Customer a BFE Requirements On-Dock/Inventory
Document (BFE Document) setting forth the items, quantities, on-dock dates and
shipping instructions relating to the in sequence installation of BFE, which may
be periodically revised. In the future, Boeing may submit an electronically
transmitted BFE Report (which may be periodically revised) setting forth the
items, quantities, on-dock dates and shipping instructions relating to the in
sequence installation of BFE and such BFE Report will be deemed to be a BFE
Document.
P.A. No. 1979 BFE1-1
212
SUPPLEMENTAL EXHIBIT CS1
TO
PURCHASE AGREEMENT NO. 1979
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
767 CUSTOMER SUPPORT VARIABLES
This outline summarizes Boeing's Customer support program to assist Customer in
the introduction and economical long term operation of its Boeing aircraft. This
program generally includes the following:
1. Maintenance Training.
1.1 Maintenance Training Minor Model Differences Course, if
required, covering operational, structural or systems differences between
Customer's newly-purchased Aircraft and an aircraft of the same model currently
operated by Customer; 1 class of 15 students;
1.2 Training materials, if applicable, will be provided to each
student. In addition, one set of training materials as used in Boeing's training
program, including visual aids, text and graphics will be provided for use in
Customer's own training program.
2. Flight Training.
Boeing will provide, if required, one classroom course to acquaint up
to 15 students with operational, systems and performance differences between
Customer's newly-purchased Aircraft and an aircraft of the same model currently
operated by Customer. Any training materials used in Flight Training, if
required, will be provided for use in Customer's own training program.
P.A. No. 1979 CS1-1
213
3. Exchange of Training Entitlements.
If Customer chooses not to receive all or any portion of the training
entitlements pursuant to Sections 1 and 2, the value of such unused training
entitlements may be exchanged for training provided by Boeing and/or an
Affiliate in support of another model of aircraft purchased from Boeing;
provided, that the aggregate value of training provided by Boeing shall not
exceed the value of the training entitlements in Sections 1 and 2.
4. Planning Assistance.
4.1 Maintenance and Ground Operations. Upon request, Boeing will
provide planning assistance regarding Minor Model Differences requirements for
facilities, tools and equipment.
4.2 Spares. Boeing will revise, as applicable, the customized
Recommended Spares Parts List (RSPL) and Illustrated Parts Catalog (IPC).
5. Technical Data and Documents.
Boeing will revise, as applicable, technical data and documents
provided with previously delivered aircraft.
P.A. No. 1979 CS1-2
214
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit SLP1 to Purchase Agreement Number 1979
P.A. No. 1979 SLP1
215
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 767 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
"Boeing Service Life Policy" of the Product Assurance Document, and is a part of
Purchase Agreement No. 1979.
1. Wing.
(a) Upper and lower skins including fixed leading edge and
trailing edge skins and panels [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.], and stiffeners.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section lower beams, spanwise beams and
floor beams, but not the seat tracks attached to the
beams.
(g) Wing-to-body structural attachments.
(h) Engine strut support fittings attached directly to wing
primary structure.
(i) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and
for leading edge devices and trailing edge flaps.
(j) Leading edge device and trailing edge flap support
system.
(k) Fixed attachment and actuator support structure for
aileron, leading edge device and trailing edge flap
internal.
P.A. No. 1979 SLP1-1
216
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and
frames between the forward pressure bulkhead and the
vertical stabilizer rear spar bulkhead, and structural
support and enclosure for the auxiliary power unit but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits excluding door
mechanisms and movable hinge components. ▇▇▇▇▇ and
frames around the body openings for the passenger
doors, cargo doors and emergency exits, excluding scuff
plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, forward and aft bulkheads, and
the gear support structure.
(e) Main gear wheel well structure including pressure deck,
bulkheads and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and
the main gear wheel well aft bulkhead, including
splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar
support bulkheads including terminal fittings but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
P.A. No. 1979 SLP1-2
217
3. Vertical Stabilizer.
(a) External skins between front and rear spars including
splices.
(b) Front, rear and auxiliary spar chords, webs and
stiffeners, and attachment fittings between vertical
stabilizer and body.
(c) Inspar ribs.
(d) Support structure in the vertical stabilizer for rudder
hinges, reaction links and actuators.
(e) Support structure for rudder internal, fixed attachment
and actuator.
(f) Rudder hinges and supporting ribs, excluding bearings.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front, rear and auxiliary spar chords, webs and
stiffeners.
(c) Inspar ribs.
(d) Stabilizer center section and fittings splicing to
outboard stabilizer including pivot and screw support
structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Support structure for elevator internal, fixed
attachment and actuator.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure.
(e) For Aircraft equipped with General Electric or ▇▇▇▇▇ &
Whitney engines only, the engine mounted support
fittings.
P.A. No. 1979 SLP1-3
218
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder.
(c) Upper and lower side strut, including spindles and
universals.
(d) Upper and lower drag strut, including spindles and
universals.
(e) Orifice support tube.
(f) Downlock links, including spindles and universals
(g) Torsion links.
(h) Bogie beam.
(i) Axles.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collar.
(f) Torsion links.
(g) Actuator support beam and hanger.
NOTE: The Service Life Policy does not cover any bearings, bolts,
bushings, clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the SLP Components.
P.A. No. 1979 SLP1-4
219
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental ▇▇▇▇▇▇▇ ▇▇▇ to Purchase Agreement Number 1979
P.A. No. 1979 EE1
220
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 767-323ER AIRCRAFT
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in
Table 1 of the Purchase Agreement includes an aggregate price for General
Electric Model CF6-80C2 Engines and all accessories, equipment and parts
provided by the Engine Supplier. The adjustment in the Engine Price applicable
to each Aircraft (Engine Price Adjustment) will be determined at the time of
Aircraft delivery in accordance with the following formula:
Pe = (Pb x CPI ) - Pb
-----
CPIb
(b) The following definitions will apply herein:
Pe = Engine Price Adjustment
Pb = Engine Price (per Aircraft), as set forth in Table 1 of
the Purchase Agreement.
CPI = The Composite Price Index as determined in accordance
with the formula below, utilizing values published by
the U.S. Department of Labor Statistics, where base
year 1982 =100.
CPI = L +C + M + E
L = The Labor Index will be equal to 30% of 100 times the
quotient of the "Hourly Earnings of Aircraft Engines
and Engine Parts Production Workers" SIC 3724 for the
ninth month preceding the Scheduled Delivery Month of
the Aircraft divided by the 12 month average of such
SIC 3724 for the year 1982. Such quotient will be
expressed as a decimal and rounded to the nearest
thousandth. The Labor Index shall be expressed as a
decimal and rounded to the nearest hundredth.
P.A. No. 1979 EE1-1
221
C = The Industrial Commodities Index will be equal to 30%
of the Producer Price Index for "all commodities other
than Farm and Foods," Code 3-15, for the ninth month
preceding the Scheduled Delivery Month. The Industrial
Commodities Index will be expressed as a decimal and
rounded to the nearest hundredth.
M = The Metals and Metal Products Index will be equal to
30% of the Producer Price Index for "Metals and Metal
Products," Code 10, for the ninth month preceding the
Scheduled Delivery Month. The Metals and Metal Products
Index will be expressed as a decimal and rounded to the
nearest hundredth.
E = The Fuel Index will be equal to 10% of the Producer
Price Index for "Fuel and Related Products and Power,"
Code 5, for the ninth month preceding the Scheduled
Delivery Month. The Fuel Index will be expressed as a
decimal and rounded to the nearest hundredth.
CPI(b) = The Base Year Index as set forth in Table 1 of the
Purchase Agreement.
The factor (CPI divided by CPI(b)) by which the Engine Price is to
be multiplied will be expressed as a decimal and rounded to the nearest
thousandth.
The Engine Price Adjustment will not be made if it would result in
a decrease in the Engine Price.
(c) The values of the Average Hourly Earnings and Producer
Price Indices used in determining the Engine Price Adjustment will be those
published for the specified month as of a date 30 days prior to the Scheduled
Delivery Month of the Aircraft. Such values will be considered final and no
increase or decrease in the Engine Price Adjustment will be made after Aircraft
delivery for any subsequent changes in published Index values.
(d) If the U.S. Department of Labor, Bureau of Labor
Statistics (i) substantially revises the methodology used for determination of
any index value referred to in subsection (b) above (in contrast to benchmark
adjustments or other corrections of previously published data) or (ii)
discontinues publication of any such index value, General Electric Company (GE),
Boeing and Customer (to the extent such parties may lawfully do so), will
jointly select a substitute for the revised or discontinued data; such
substitute data to lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of the original
index value as it may have fluctuated had it not been revised or discontinued.
Appropriate revision of the Engine Price Adjustment formula shall be made to
accomplish such result. However, if after the delivery of the Aircraft, the
Bureau of Labor Statistics should resume releasing the applicable index without
a revision in methodology for the month needed to
P.A. No. 1979 EE1-2
222
determine the Engine Price Adjustment, such index will be used to determine any
increase or decrease in the Engine Price Adjustment from that determined at the
time of delivery of the Aircraft.
(e) If escalation provisions are made non-enforceable or
otherwise rendered void by any agency of the United States Government, GE,
Boeing and Customer agree, to the extent they may lawfully do so, to equitably
adjust the Engine Price of any affected Engine to reflect an allowance for
increases in labor, material and fuel costs that have occurred from the period
represented by the applicable CPI to the ninth month preceding the Scheduled
Delivery Month of the applicable Aircraft.
NOTE: Any rounding of a number, as required under this Supplemental
▇▇▇▇▇▇▇ ▇▇▇ with respect to escalation of the Engine Price, will be
accomplished as follows: if the first digit of the portion to be
dropped from the number to be rounded is five or greater, the
preceding digit will be raised to the next higher number.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.
The warranty and product support plan for the Engines shall be
negotiated directly between Customer and GE.
P.A. No. 1979 EE1-3
223
PURCHASE AGREEMENT NO. 1980
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
DATED AS OF OCTOBER __, 1997
RELATING TO BOEING MODEL 777-223IGW AIRCRAFT
224
TABLE OF CONTENTS
PAGE
ARTICLES NUMBER
-------- ------
1. Quantity, Model and Description 1
2. Delivery Schedule 1
3. Price 1
4. Payment 2
5. Miscellaneous 2
TABLE
1. Aircraft Delivery, Description, Price and Advance Payments
EXHIBITS
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
C. Defined Terms
SUPPLEMENTAL EXHIBITS
BFE1. BFE Variables
CS1. Customer Support Variables
SLP1. Service Life Policy Components
EE1-A. Engine Escalation, Engine Warranty and Patent Indemnity
for GE90 Engines
EE1-B. Engine Escalation, Engine Warranty and Patent Indemnity
for RB211 Engines
i
P.A. No. 1980
225
LETTER AGREEMENTS
Letter Agreement No. 6-1162-AKP-070 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-071 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-072 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-073 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-109 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-110 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-111 Aircraft Performance Guarantees
ii
P.A. No. 1980
226
Letter Agreement No. 6-1162-AKP-112 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-113 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-114 Installation of Cabin Systems Equipment
Letter Agreement No. 6-1162-AKP-115 Component and System Reliability Commitments
Letter Agreement No. 6-1162-AKP-116 Price Adjustment on Rolls-Royce Engines
Letter Agreement No. 6-1162-AKP-117 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-118 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
iii
P.A. No. 1980
227
Purchase Agreement No. 1980
between
The Boeing Company
and
American Airlines, Inc.
-----------------------------------
This Purchase Agreement No. 1980 dated as of October __, 1997
between The Boeing Company and American Airlines, Inc. relating to the
purchase and sale of Model 777-223IGW Aircraft hereby expressly incorporates by
reference all of the terms and conditions of the AGTA.
Article 1. Quantity, Model and Description.
Boeing will manufacture and sell to Customer, and Customer
will purchase, the Aircraft conforming to the Detail Specification, all in
accordance with the terms of this Purchase Agreement. The quantity of Aircraft
is specified in the Table 1 attached hereto and made a part hereof for all
purposes.
Article 2. Delivery Schedule.
The Scheduled Delivery Months of the Aircraft are as listed in
the attached Table 1.
Article 3. Price.
3.1 Basic Price. The Aircraft Basic Price (in 1995
dollars and subject to escalation in accordance with the applicable provisions
of the Purchase Agreement) for each Aircraft is listed in Table 1.
3.2 Advance Payment Base Price. The Advance Payment Base
Price for each Aircraft is listed in Table 1.
3.3 Aircraft and Advance Payment Price Components. The
components of the Aircraft Basic Price and the calculation of the Advance
Payment Base Prices for the Aircraft are listed in Table 1.
1
P.A. No. 1980
228
Article 4. Payment.
4.1 Deposit. Boeing acknowledges receipt of a Deposit in
the amount of $175,000 for each Aircraft.
4.2 Advance Payments. Customer will make Advance
Payments to Boeing in the amount of 35% of the Advance Payment Base Price of
each Aircraft in accordance with the payment schedule set forth in the attached
Table 1, beginning with a payment of 1%, less the Deposit, on the date of full
execution of this Purchase Agreement. Additional Advance Payments for each
Aircraft are due on the first business day of the months and in the amounts
listed in the attached Table 1.
4.3 Advance Payments Due. For any Aircraft whose
Scheduled Delivery Month is less than 24 months from the date of this Purchase
Agreement, the total amount of Advance Payments due upon the date of full
execution of this Purchase Agreement will include all Advance Payments which
are or were due on or before that date in accordance with the Advance Payment
schedule set forth in the attached Table 1.
4.4 Payment of Balance. Customer will pay the balance of
the Aircraft Price of each Aircraft, less the total amount of Advance Payments
and Deposits received by Boeing for such Aircraft, at delivery in accordance
with the terms and conditions of the Purchase Agreement.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1 contains and
consolidates information contained in Articles 1, 2 and 3 of this Purchase
Agreement with respect to (i) quantity of Aircraft, (ii) applicable Detail
Specification, (iii) Scheduled Delivery Months, (iv) Aircraft Basic Price, (v)
applicable escalation factors, (vi) Advance Payment Base Prices, and (vii)
Advance Payments and their schedules.
5.2 Aircraft Configuration. Exhibit A to this Purchase
Agreement contains the configuration information for the Aircraft including the
Detail Specification and Optional Features.
5.3 Aircraft Delivery Requirements and Responsibilities.
Exhibit B to this Purchase Agreement contains certain documentation and
approval responsibilities of Customer and Boeing.
5.4 Defined Terms. Exhibit C to this Purchase Agreement
contains certain defined terms used in the AGTA or elsewhere in this Purchase
Agreement. All capitalized terms used in this Purchase Agreement but not
otherwise defined shall have the meaning set forth in Exhibit C to this
Purchase Agreement or elsewhere in this Purchase Agreement.
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229
5.5 BFE Variables. Supplemental Exhibit BFE1 to this
Purchase Agreement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft pursuant to the BFE Provisions Document.
5.6 Customer Support Variables. Supplemental Exhibit CS1
to this Purchase Agreement contains the variable information applicable to
goods and services furnished by Boeing in support of the Aircraft pursuant to
the Customer Support Document.
5.7 SLP Components. Supplemental Exhibit SLP1 to this
Purchase Agreement lists the airframe, landing gear and other components
covered by the Service Life Policy for the Aircraft as defined in Part 3 of the
Product Assurance Document.
5.8 Engine Escalation Variables. Supplemental Exhibits
EE1-A and EE1-B to this Purchase Agreement contain the applicable escalation
formula, warranty, and patent indemnity for GE90 and RB211 Engines,
respectively.
5.9 Negotiated Agreement; Entire Agreement. This
Purchase Agreement including, without limitation, the provisions of Article 8
of the AGTA relating to indemnification and insurance, and Section 11 of Part 2
of the Product Assurance Document relating to DISCLAIMER AND RELEASE and
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES has been the subject of discussion
and negotiation and is understood by the parties. The Aircraft Price and other
agreements of the parties stated in this Purchase Agreement were arrived at in
consideration of such provisions. This Purchase Agreement contains the entire
agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.
* * * * * * * * * * * * * * * *
DATED AS OF THE DATE FIRST ABOVE WRITTEN
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By By
-------------------------- --------------------------
Its Its
-------------------------- --------------------------
3
P.A. No. 1980
230
TABLE 1-1 TO
PURCHASE AGREEMENT NO. 1980
777-223IGW AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
(GE ENGINES)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
P.A. No. 1980
231
TABLE 1-2 TO
PURCHASE AGREEMENT NO. 1980
777-223IGW AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
(ROLLS ROYCE ENGINES)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980 Page 1 of 1
232
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit A to Purchase Agreement Number 1980
P.A. No. 1980 Page 1 of 1
A-1
233
AIRCRAFT CONFIGURATION
Dated October __________, 1997
relating to
BOEING MODEL 777-223IGW AIRCRAFT
The configuration of the Aircraft is described in Detail Specification
D019W004-AAL-1B, dated of even date herewith. The Detail Specification
consists of Boeing Standard Detail Specification D019W004, Revision A, dated
February 29, 1996, as amended to incorporate the applicable specification
language which reflects the changes to such specification to be included herein
when identified, including the effects of such changes on the Manufacturer's
Empty Weight (MEW) and Operating Empty Weight (OEW). The current revision of
the above Detail Specification D019W004-AAL-1B may be further revised under
future change orders to reflect the effects of additional changes and features
as may be selected by Customer concurrent with, or subsequent to, execution of
this Purchase Agreement.
A-1
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234
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1980
B
P.A. No. 1980
235
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 777-223IGW AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities
and indicates recommended completion deadlines for the actions to be
accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of
the Scheduled Delivery Month of each Aircraft with respect to obtaining certain
government issued documentation.
1.1 Registration Documents.
Not later than 6 months prior to delivery of each
Aircraft, Customer will notify Boeing of the registration number to be painted
on the side of the Aircraft. In addition, and not later than 3 months prior to
delivery of each Aircraft, Customer will, by letter to the regulatory authority
having jurisdiction, authorize the temporary use of such registration number by
Boeing during the pre-delivery testing of the Aircraft. Customer is
responsible for furnishing any temporary or permanent registration certificates
required by any Governmental Authority having jurisdiction to be displayed
aboard the Aircraft after delivery.
1.2 Certificate of Sanitary Construction.
Boeing will obtain from the United States Public Health
Service prior to delivery of each Aircraft a United States Certificate of
Sanitary Construction for the Aircraft being delivered. The certificate will
be delivered to Customer at delivery of each Aircraft, and Customer will
display such certificate (or a written statement of the location of the
original certificate) aboard each Aircraft after delivery to Customer.
B-1
P.A. No. 1980
236
2. INSURANCE CERTIFICATES.
Insurance certificate requirements are defined in Article 8 of the
AGTA.
3. FLYAWAY CONFIGURATION AND FERRY FLIGHT INFORMATION.
3.1 Flyaway Configuration Notice.
Not later than 14 days prior to delivery of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
flyaway configuration of the Aircraft for its ferry flight. This configuration
letter should include:
(i) the name of the company which is to furnish fuel
for the ferry flight and any scheduled post-delivery flight training, the method
of payment for such fuel, and fuel load for the ferry flight;
(ii) the cargo to be loaded and where it is to be
stowed on board the Aircraft and address where cargo is to be shipped after
flyaway; and
(iii) any BFE equipment to be removed prior to flyaway
and returned to Boeing BFE stores for installation on Customer's subsequent
Aircraft.
The information contained in such configuration letter may
be changed from time to time by the mutual consent of Boeing and Customer.
3.2 Ferry Flight Information.
Customer will provide to Boeing at least 24 hours prior to
delivery of each Aircraft:
(i) a complete list of names and citizenship of each
crew member and non-revenue passenger who will be aboard the ferry flight; and
(ii) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. Subsequent to the Boeing
production flight test, all FAA, Boeing, Customer and, if required, U.S.
Customs Bureau inspections will be scheduled by Boeing for completion prior to
delivery of the Aircraft. Customer will be informed of such schedules with as
much advance notice as practicable.
B-2
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237
4.2 Schedule of Demonstration Flights. All FAA and
Customer demonstration flights will be scheduled by Boeing for completion prior
to delivery of the Aircraft. Boeing will provide to Customer at least 14 days
prior written notice of the date, time, and location of such flight. Boeing
will notify Customer in writing of any changes to such date, time, and
location.
4.3 Schedule for Customer's Flight Crew. Boeing will
inform Customer of the date that a flight crew is required for acceptance
routines associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to
Customer, without charge, 3,000 U.S. gallons of fuel and full capacity of
engine oil at the time of delivery or prior to the ferry flight of the
Aircraft.
4.5 Flight Crew and Passenger Consumables. Boeing will
provide a sufficient supply of food, potable water, coat hangers, towels,
toilet tissue, garbage bags, drinking cups and soap for the first segment of
the ferry flight for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft all delivery papers,
documents and data for execution and delivery. Boeing will pre-position in
Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the
Aircraft an executed original Form 8050-2, Aircraft ▇▇▇▇ of Sale, for the sale
to Customer and any additional executed forms of such ▇▇▇▇ of sale for any
transfers of title to the Aircraft from any of Boeing's sales subsidiary so
that following recordation of such ▇▇▇▇(s) of sale, Customer will have good and
marketable title to the Aircraft.
4.7 Delegation of Authority. Boeing will present a
certified copy of a Resolution of Boeing's Board of Directors, designating and
authorizing certain persons to act on its behalf in connection with delivery of
the Aircraft including the person executing the transfer of title documents.
4.8 Standard Airworthiness Certificate. Boeing will
provide at delivery of each Aircraft the Standard Airworthiness Certificate in
accordance with Article 3 of the AGTA.
B-3
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238
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer
will provide a copy of its Aircraft Radio Station License (or a written
statement of the location of the original license) to be placed on board the
Aircraft following delivery.
5.2 Aircraft Flight Log. At delivery Customer will provide
the Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to
Boeing at delivery of the Aircraft an original or certified copy of Customer's
Delegation of Authority designating and authorizing certain persons to act on
its behalf in connection with delivery of the specified Aircraft.
B-4
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239
PURCHASE AGREEMENT DEFINITIONS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1980
C
P.A. No. 1980
240
PURCHASE AGREEMENT DEFINITIONS
Dated October ______, 1997
relating to
BOEING MODEL 777-223IGW AIRCRAFT
I. Definitions.
The following terms, when used in capitalized form in this Purchase Agreement,
including the AGTA and any exhibits, schedules, attachments, supplements,
amendments and letter agreements to this Purchase Agreement, have the following
meanings:
"Advance Payments" means the payments made by Customer in advance
of delivery with respect of an Aircraft pursuant to Section 4.2 of the Purchase
Agreement.
"Advance Payment Base Price" has the meaning set forth in Section
2.1.6 of the AGTA.
"Affiliate", with respect to a specified Person, means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such Person. For the purposes of this definition,
"control" when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"AGTA" has the meaning set forth in the recital of the Aircraft
General Terms Agreement of even date herewith between Boeing and Customer.
"Aircraft" means any or all, as the context requires, of the
Boeing Model 777-223IGW aircraft described in Table 1 to the Purchase
Agreement, together with the Engines and Parts that are incorporated or
installed in or attached to such aircraft.
"Aircraft Basic Price" has the meaning set forth in Section 2.1.4
of the AGTA.
"Aircraft Software" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Aircraft Price" has the meaning set forth in Section 2.1.7 of the
AGTA.
C-1
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241
"Airframe Escalation Adjustment Document" has the meaning set forth
in Section 2.1.5 of the AGTA.
"Airframe Price" has the meaning set forth in Section 2.1.1 of the
AGTA.
"ATA" has the meaning set forth in Section 1 to Part 3 of the
Customer Support Document.
"Authorized Agent" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Average Direct Hourly Labor Rate" has the meaning set forth in
Part 1 of the Product Assurance Document.
"BFE Provisions Document" means the Buyer Furnished Equipment
Provisions Document attached to the AGTA as Exhibit A.
"Boeing" has the meaning set forth in the recital of the AGTA.
"Boeing Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Buyer Furnished Equipment" or "BFE" has the meaning set forth in
Section 1.2 of the AGTA.
"Correct" or "Correction" has the meaning set forth in Part 1 of
the Product Assurance Document.
"Corrected Boeing Product" has the meaning set forth in Part 1 of
the Product Assurance Document.
"Customer" has the meaning set forth in the recital of the AGTA.
"Customer Support Document" means the Customer Support Document
attached to the AGTA as Exhibit B.
"Deposit" means the deposit made by Customer in respect of an
Aircraft pursuant to Section 4.1 of the Purchase Agreement.
"Detail Specification" means the Detail Specification identified in
Exhibit A to the Purchase Agreement, as the same is amended from time to time
by Boeing and Customer pursuant to Article 4 of the AGTA.
"Development Changes" has the meaning set forth in Section 4.2 of
the AGTA.
C-2
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242
"Direct Labor" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Direct Materials" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Documents" has the meaning set forth in Section 4.6 of Part 3 to
the Customer Support Document.
"Engine" means each of the two engines installed on the Aircraft
and identified in either (subject to Customer selection) Table 1-1 or Table 1-2
to the Purchase Agreement, together with any and all Parts incorporated or
installed in or attached to each such engine.
"Engine Price" has the meaning set forth in Section 2.1.3 of the
AGTA.
"Engine Price Adjustment" means the adjustment to the Engine Price
determined in accordance with the formula set forth in Supplemental ▇▇▇▇▇▇▇ ▇▇▇
to the Purchase Agreement.
"Engine Supplier" means the manufacturer of the Engine.
"Escalation Adjustment" has the meaning set forth in Section 2.1.5
of the AGTA.
"Excusable Delay" has the meaning set forth in Section 7.1 of the
AGTA.
"FAA" means the Federal Aviation Administration of the United
States of America and any agency or instrumentality of the United States
government succeeding to its functions.
"Failed Component" has the meaning set forth in Section 1 of Part 3
to the Product Assurance Document.
"Failure" has the meaning set forth in Section 1 of Part 3 to the
Product Assurance Document.
"Federal Aviation Regulations" means the regulations promulgated by
the FAA from time to time and any official interpretations thereof.
"Field Services" has the meaning set forth in Section 1 of Part 2
to the Customer Support Document.
C-3
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243
"Governmental Authority" means any federal, state, county, local or
foreign governmental entity or municipality or subdivision thereof or any
authority, arbitrator, department, commission, board, bureau, body, agency,
court or other agency or instrumentality thereof.
"Governmental Regulations" means: (1) the Type Certificate for the
Aircraft; (2) any other certification, license or approval issued or required
for the Aircraft by the FAA or any other Governmental Authority having
jurisdiction over Boeing or the Aircraft; (3) any other law, rule, order or
regulation of the United States Government or any agency or instrumentality
thereof, having jurisdiction over the Aircraft or Boeing; (4) all regulations
and official interpretations of the certification, license, or approval
requirements described in (1), (2) and (3) above; and (5) all airworthiness
directives issued by the FAA.
"Interface Problem" has the meaning set forth in Section 1 of Part
5 of the Product Assurance Document.
"Manufacturer Change" has the meaning set forth in Section 3.2.1 of
the AGTA.
"Operator Changes" has the meaning set forth in Section 3.3.1 of
the AGTA.
"Optional Features" means those Parts identified as optional
features in the Detail Specification.
"Optional Features Prices" has the meaning set forth in Section
2.1.2 of the AGTA.
"Parts" means any and all appliances, parts, instruments,
appurtenances, accessories, furnishings, and other equipment or property of
whatever nature incorporated or installed in or attached to an Aircraft upon
delivery or otherwise pursuant to the Purchase Agreement.
"Performance Guarantees" has the meaning set forth in Section 5.4
of the AGTA.
"Person" means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Policy" has the meaning set forth in Section 1 of Part 3 of the
Product Assurance Document.
"Product Assurance Document" means the Product Assurance Document
attached to the AGTA as Exhibit C.
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"Proprietary Information" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
"Proprietary Materials" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
"Purchase Agreement" means Purchase Agreement No. 1980, of even
date herewith, between Boeing and Customer for the purchase of the Aircraft,
including, without limitation, the AGTA and any exhibits, schedules,
attachments, supplements, amendments and letter agreements to such Purchase
Agreement.
"Scheduled Delivery Month" means, with respect to an Aircraft, the
scheduled month and year of delivery for such Aircraft as set forth in Section
2 of the Purchase Agreement.
"Seller Furnished Equipment" or "SFE" means those Parts
incorporated or installed in, or attached to, the Aircraft by Boeing and
designated as "seller furnished equipment."
"Seller Purchased Equipment" or "SPE" means those Parts
incorporated or installed in, or attached to, the Aircraft by Boeing and
designated as "seller purchased equipment."
"SLP Component" has the meaning set forth in Section 1 of Part 3 of
Product Assurance Document.
"Standard Airworthiness Certificate" means a standard airworthiness
certificate for transport category aircraft applicable to an Aircraft issued by
the FAA pursuant to Part 21 of the Federal Aviation Regulations (or any
successor regulations).
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
"Supplier Product" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Suppliers" has the meaning set forth in Section 1 of Part 4 of the
Product Assurance Document.
"Taxes" has the meaning set forth in Section 2.2 of the AGTA.
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245
"Type Certificate" means a type certificate for transport category
aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation
Regulations or any successor regulation.
"Warranty Inspections" has the meaning set forth in Part 1 of the
Product Assurance Document.
II. Interpretive Provisions.
When reference is made to an article, section, attachment, exhibit, schedule or
supplement of the "AGTA" or a "Purchase Agreement" without further reference to
a particular letter agreement, attachment, exhibit, schedule or supplement
thereto, such reference shall be deemed to be a reference to the main text of
the AGTA or such Purchase Agreement, respectively.
C-6
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246
SUPPLEMENTAL EXHIBIT BFE1
TO
PURCHASE AGREEMENT NO. 1980
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
Buyer Furnished Equipment (BFE) Variables
Model 777-223IGW
This Exhibit Supplement contains vendor selection dates, on-dock dates and
other variables applicable to the Aircraft.
1. Supplier Selection.
Customer has selected and notified Boeing of the suppliers for the
seats, galley systems and video/cabin management systems.
2. On-dock Dates.
On or before April 1, 1998, Boeing will provide to Customer a BFE
Requirements On-Dock/Inventory Document (BFE Document) or an electronically
transmitted BFE Report which may be periodically revised, setting forth the
items, quantities, on-dock dates and shipping instructions relating to the in
sequence installation of BFE. For planning purposes, a preliminary BFE on-dock
schedule for the first Aircraft is set forth below:
-------------------------------------------------------------------
Delivery
Month & Year Seats Galleys Electronics Furnishings
-------------------------------------------------------------------
January 1999 10-28-98 10-2-98 9-4-98 10-22-98
-------------------------------------------------------------------
BFE1-1
P.A. No. 1980
247
SUPPLEMENTAL EXHIBIT CS1
TO
PURCHASE AGREEMENT NO. 1980
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
777 CUSTOMER SUPPORT VARIABLES
The customized Customer Support Program will be based upon and equivalent to
the entitlements summarized below. Customer may create a customized program by
selecting from the courses, training materials, services and technical data
and documents set forth below in quantities of Customer's choosing and/or by
substituting in lieu thereof such additional or different services or materials
as the parties may mutually agree; provided, that the value of the services and
materials comprising the customized program shall not in the aggregate exceed
the value of those entitlements summarized below.
PART 1: MAINTENANCE AND FLIGHT TRAINING PROGRAMS; OPERATIONS ENGINEERING
SUPPORT
1. Maintenance Training.
1.1 General Familiarization Course.
This course provides general systems information for
Customer's upper management personnel; it does not address the maintenance of
the Aircraft and its systems in the detail required by maintenance personnel.
Two classes; up to 24 students per class.
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P.A. No. 1980
248
1.2 Mechanical/Electrical Systems Course (Instructor).
This course provides instruction on the normal
operation and maintenance of the Aircraft mechanical and electrical systems,
and is oriented to those personnel who require instructor-level knowledge of
aircraft mechanical and electrical systems.
One class; up to 15 students.
1.3 Mechanical/Electrical Systems Course (Line and Base).
This course provides instruction on the normal
operation and maintenance of the Aircraft mechanical and electrical systems,
and is oriented to those personnel who specialize in line and base maintenance
of aircraft mechanical and electrical systems.
Two classes; up to 15 students per class.
1.4 Avionics Systems Course (Instructor).
This course provides instruction on the normal
operation and maintenance of the Aircraft avionics systems, and is oriented to
those personnel who require instructor-level knowledge of aircraft avionics
systems.
One class; up to 15 students.
1.5 Avionics Systems Course (Line and Base).
This course provides instruction on the normal
operation and maintenance of the Aircraft avionics systems, and is oriented to
those personnel who specialize in line and base maintenance of aircraft
avionics systems.
One class; up to 15 students.
NOTE: A reasonably representative copy of the Maintenance Manual, Wiring
Diagram Manual and System Schematics Manual will be available for student
reference in each class of the courses described in Section 1.2, 1.3, 1.4 and
1.5 above. Boeing will exercise every reasonable effort to provide copies of
Customer's customized manuals for such reference.
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249
1.6 Engine Run-Up Course.
This course provides instruction on test procedures and
values for those personnel involved with engine run-up after an engine change.
Students for this course must have successfully completed the
Mechanical/Electrical Systems Course described above.
Two classes; up to 3 students per class.
1.7 Corrosion Prevention and Control Course.
This course provides instruction on aircraft corrosion
prevention and control.
One class; up to 10 students.
1.8 Aircraft Rigging Course.
This course provides instruction on aircraft rigging so
as to provide specialist personnel with the necessary information to rig all
flight control surfaces, landing gear components, aircraft doors and engines.
One class; up to 6 students at a mutually agreed upon alternate facility.
1.9 Advanced Composite Repair Course.
This course provides instruction for structural repair
personnel and promotes understanding of the design philosophy, inspection and
repair of advanced composite components.
One class; up to 8 students.
1.10 Digital Data Familiarization Course.
This course provides familiarization training for
instructors on maintenance training products provided by Boeing.
One class; up to 15 students.
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250
1.11 Cabin Management System (CMS) Configuration Database
Generator (CDG) Familiarization Course.
This course will use the CDG Training Manual as primary
text and CDG User Manual as reference source in providing hands-on training to
airline personnel in the utilization of CDG. The course will also include an
overview of CMS components, locations and system operation.
One class; up to 6 students.
1.12 Post-Delivery Practical Observation.
If requested by Customer prior to the conclusion of the
Maintenance Training Planning Conference, Boeing will coordinate the assignment
of up to 8 of Customer's maintenance personnel to observe the routine
maintenance practices Boeing performs on the Aircraft during Customer 's flight
training in the Seattle area provided pursuant to Part 1 of the Customer
Support Document.
1.13 Supplier Training.
Each maintenance training course will include
sufficient information, for purposes of supporting line maintenance functions,
on the location, operation and servicing of Aircraft Parts provided by
Suppliers. If Customer requires additional maintenance training with respect
to any Supplier Parts. Customer shall schedule such training directly with the
supplier thereof. If Customer experiences difficulty in scheduling such
training, Boeing shall, if requested by Customer, assist Customer in
coordinating and scheduling such Supplier -provided maintenance training.
1.14 Boeing Training Program Materials.
Training materials will be provided to each student.
In addition, one set of training materials as used in Boeing's training
program, including visual aids, computer-based training courseware, instrument
panel wall charts, text/graphics, video programs, etc. will be provided for use
in Customer's own training program.
1.15 Student Training Material.
No revision service will be provided for the material
provided hereunder.
CS1-4
P.A. No. 1980
251
1.15.1 Manuals.
Boeing will provide at the beginning of
each Maintenance Training course one copy of a training manual or equivalent
for each student attending such course.
1.15.2 Panel Description/Component Locator/Field
Trip Checklist Manual.
Boeing will provide 1 copy of a Panel
Description/Component Locator/Field Trip Checklist Manual for each student in
the applicable Maintenance Training course.
1.16 Other Training Material.
Boeing will provide to Customer 1 set of the following
training materials, as used in the courses described above:
1.16.1 Visual Aids.
(a) 8-1/2 x 11-inch blackline
projection transparencies.
(b) Full-scale instrument panel
wall charts in the form of
black and white copies and
mylar reproducible copies.
(c) Training slides.
1.16.2 Reproducible Masters.
8-1/2 x 11-inch prints suitable for black
and white reproduction of all graphics and applicable text.
1.16.3 Video Programs.
Video programs on 3/4-inch U-matic or
1/2-inch VHS cassette formats in NTSC, PAL or SECAM standards, as selected by
Customer.
1.16.4 Computer-Based Training (CBT) Courseware.
CBT courseware, and instructions for courseware
installation and operation. This courseware will reflect the major
configuration of the first Aircraft as delivered to Customer.
CS1-5
P.A. No. 1980
252
1.16.5 Shipment of Materials.
The training materials described above will
be shipped to Customer 30 days after completion of the first class of each
applicable Maintenance Training course.
1.16.6 Training Material - Aircraft Configuration.
The visual aids and reproducible masters
described above (except for CBT as noted in Section 1.16.4 above) will, at the
conclusion of the shipments thereof, reflect the configuration of the first
Aircraft as delivered to Customer.
1.17 Course Completion Records.
At the completion of the Maintenance Training, Boeing
will provide Customer with course completion records consisting of the
following:
1.17.1 Master copies of all examinations given.
1.17.2 Attendance and examination records for each
student.
1.17.3 Certificate of Completion for each course
each student successfully completes.
2. Flight Training.
2.1 Transition Training.
The flight crew training course is approved by the FAA
and is designed to train flight crews to operate the Aircraft safely and
efficiently under normal and non-normal conditions. The training will consist
of ground school (utilizing CBT), fixed base simulator, full flight simulator
and actual aircraft training on Customer's Aircraft. The flight crew training
contemplated by this Section 2.1 may include, at Customer's election, one
ground school observer and one flight training observer in each class in
addition to the flight crews.
8 flight crews (16 pilots).
CS1-6
P.A. No. 1980
253
2.2 Flight Dispatcher Training.
This course provides familiarization training on the
Aircraft's systems, operation, performance capabilities and a brief description
of the Aircraft's limitations, followed by in-depth coverage of basic
performance, flight analysis, performance for nonstandard operation and flight
planning.
2 classes of 6 students.
2.3 Flight Attendant Training.
This course provides familiarization training for
airline passenger service personnel. It includes a description of the Aircraft
and its features. Emphasis is placed on the equipment and furnishings with
which the flight attendant is concerned. Particular attention is given to the
attendant's functions related to communications, lighting and emergency
equipment. When practicable, a field trip to an aircraft is arranged to
observe operation, location and arrangement of equipment.
2 classes of 12 students.
2.4 Performance Engineer Training Courses.
Three types of courses are offered. A schedule for the
courses is published and mailed to all Boeing aircraft operators semiannually
and a mutually agreed upon number of Customer's personnel may attend, for as
long as Customer owns Boeing model aircraft.
2.4.1 General Performance Engineer Course.
This course provides detailed aircraft
performance information for personnel involved in route planning, performance
analysis and evaluation and engineering flight testing. The course includes a
review of basic high-speed aerodynamics and engine performance and operation.
Students will make calculations to help them recognize and understand the
variables which influence turbojet aircraft performance.
2.4.2 Model-Specific Performance Engineer Course.
This course relates to a specific model
aircraft. It covers a brief review of basic aerodynamics and basic jet engine
performance, followed by detailed coverage of specific performance for the
aircraft model type. Detailed flight planning, including emergency conditions,
is covered.
CS1-7
P.A. No. 1980
254
2.4.3 Operational Performance Engineer Course.
This course is directed toward personnel
who have completed the performance engineer general and specific courses and
have several years' related experience. The course includes expanded coverage
of aircraft noise, runway loading, and various operational, safety and economic
considerations.
2.5 Training Materials.
Training materials will be provided to each student.
In addition, one set of training materials as used in Boeing's training
program, including visual aids, CBT courseware, instrument panel wall charts,
text/graphics, video programs, etc. will be provided for use in Customer's own
training program.
2.5.1 Student training material, in Boeing's
then-standard format, will be provided to Customer's personnel (1 set for each
student and observer) as listed below. No revision service will be provided
for the material provided pursuant to this Section 2.5.1.
(a) Flight Crew Course.
Operations Manual
Quick Reference Handbook
Student Training Manual
Flight Crew Training Manual
Instrument Training Manual - as required
(c) Flight Dispatcher Course.
Flight Dispatcher Training Manual
(d) Flight Attendant Course.
Flight Attendant Training Manual
(e) Performance Engineer Courses.
Assorted documents, excerpts and handouts.
2.5.2 Other Training Materials.
At the conclusion of the Flight Training,
Boeing will provide one set of the following material, as used in the Flight
Training Program. Revision service will not be provided for these materials.
All paper documentation will be provided in MS Word 6.0 format or compatible PC
format.
CS1-8
P.A. No. 1980
255
(a) Boeing will provide a copy of
Boeing developed CBT materials
used in the Flight Training
Program. This CBT courseware
will reflect major
configuration options delivered
on Customer's first Aircraft.
Customer will require certain
equipment and materials in
order to use the CBT Program.
Equipment and materials
required to run the CBT Program
will be procured by Customer at
Customer's expense. The CBT
materials provided include the
following:
(i) 1 copy of all lesson files
supplied on CD-ROM disc.
(ii) 1 paper copy of loading
and operation instructions
for installing the lessons
on an MS-DOS compatible
personal computer or File
Server.
(iii)1 copy of the runtime
software required to run
the CBT lessons, together
with a license for
unlimited run-time use for
presentation via network
system and/or stand alone
computer terminals to any
employee or contract
trainee of Customer and/or
any Affiliate, or casual
visitor at any location.
Customer agrees not to
sell such material.
(b) Full-Scale Color Instrument
Panel Wall Charts reflecting
the configuration of the first
Aircraft as delivered to
Customer.
(c) Flight Crew Training Record.
(d) Examinations Questions.
(e) Student Training Manual.
(f) Video programs on 3/4-inch
U-matic or 1/2 inch VHS
cassette format in NTSB, PAL or
SECAM standards as selected by
Customer.
CS1-9
P.A. No. 1980
256
(g) Flight Attendant Manual (50
copies).
(h) Flight Attendant Training
Course (script, slides and
video tapes on 3/4-inch U-matic
or 1/2 inch VHS cassette format
in NTBC, PAL or SECAM standards
as selected by Customer).
2.6 Additional Flight Operations Services.
2.6.1 Subject to availability, Boeing shall if
seasonably requested by Customer, provide Boeing flight crew personnel to
assist in ferrying the first Aircraft to Customer's main base, and Customer
shall pay Boeing's standard charge for such assistance;
2.6.2 Boeing will provide up to 90 days of
instructor pilot services which will include such activities as: (i) review of
Customer's flight crew operations; (ii) observation of Customer's cockpit
crews; (iii) post-flight reviews of flight crew operations; (iv) consultation
regarding flight crew operations; and (v) route proving flights.
2.6.3 Boeing will provide, approximately six (6)
months after completion of the flight training provided pursuant to the
immediately preceding sub-section 2.6.2, at a base designated by Customer, the
services of an instructor pilot for a period of two (2) weeks to review
Customer's flight crew operations or to assist Customer's instructor personnel
in conducting proficiency checks, or both.
PART 2: FIELD AND ENGINEERING SUPPORT SERVICES
1. Planning Assistance.
Boeing will provide the following additional documents and
services:
1.1 Spares.
1.1.1 Recommended Spares Parts List (RSPL).
A customized RSPL, data and documents will
be provided to identify spare parts required for Customer's support program.
1.1.2 Illustrated Parts Catalog (IPC).
A customized IPC in accordance with ATA 100
will be provided.
CS1-10
P.A. No. 1980
257
1.1.3 Provisioning Training.
Provisioning training will be provided for
Customer's personnel at Boeing's facilities, where documentation and technical
expertise are available. Training is focused on the initial provisioning
process and calculations reflected in the Boeing RSPL.
1.1.4 Spares Provisioning Conference.
A provisioning conference will be
conducted, normally at Boeing's facilities where technical data and personnel
are available.
PART 3: TECHNICAL INFORMATION AND MATERIALS
Boeing will provide the Documents listed in Attachment A hereto in
accordance with Part 3 of the Customer Support Document.
CS1-11
P.A. No. 1980
258
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Attachment A to Supplemental Exhibit CS1 to
Purchase Agreement Number 1980
P.A. No. 1980
259
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 1
Item Description Quantity
---- ----------- --------
A. FLIGHT OPERATIONS
1. Airplane Flight Manual
a. Advance Representative Format: 11 Printed One Side
Copy Revisions: No
Delivery: 60 days after signing
Purchase Agreement
b. Customized Manual Format: 3 Printed One Side
Revisions: Yes
Delivery: On board each Aircraft
Format: 10 Printed One Side
Revisions: Yes
Delivery: 30 days after delivery
of first Aircraft
c. Digital Performance Format: 3 3.5 inch (1.44MB)
Information (AFM-DPI) IBM Compatible Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
2. Operations Manual
a. Advance Representative Format: 11 Printed Two Sides
Copy Revisions: No
Delivery: 60 days after signing Purchase Agreement
b. Customized Manual Format: 12 Printed Two Sides
2 Digital Format - (1) CD-ROM Framemaker
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
3. Planning and Performance Manual
a. Advance Representative Format: 1 Printed Two Sides
Copy Revisions: No
Delivery: As soon as practicable
b. Customized Manual Format: 1 Printed Two Sides
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
P.A. No. 1980
260
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 2
Item Description Quantity
---- ----------- --------
4. Weight and Balance Manual
a. Chapter 1 "Control"
1. Advance Representative Format: 6 Printed Two Sides
Copy Revisions: No
Delivery: As soon as practicable
2. Customized Manual Format: 8 Printed Two Sides
Revisions: Yes
Delivery: 120 days prior to delivery of first Aircraft
b. Chapter 2 "Aircraft Format: 2 Printed One Side
Reports" Revisions: No
Delivery: On board each Aircraft
5. Dispatch Deviation
Guide
a. Advance Representative Copy Format: 2 Printed Two Sides
2 CD-ROM Framemaker
Revisions: No
Delivery: 60 days after signing of Purchase Agreement
b. Customized Dispatch Deviation Guide Format: 14 Printed Two Sides
2 CD-ROM Framemaker
Revisions: Yes
Delivery: As soon as practicable, but no later than 60
days prior to delivery of first Aircraft
6. Flight Crew Training Manual
a. Advance Representative Copy Format: 14 Printed Two Sides
Format: 2 Digital format
Revisions: Yes
Delivery: 60 days after signing of Purchase Agreement
b. Customized Manual Format: 14 Printed Two Sides
Format: 2 Digital format
Revisions: Yes
Delivery: As soon as practicable, but no later than
60 days prior to delivery of first Aircraft
P.A. No. 1980
261
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 3
Item Description Quantity
---- ----------- --------
7. Baggage/Cargo Format: Printed One Side
Loading Manual 5 Printed Two Sides
Microfilm, 16mm
Duplicate
Check if required: x 2 Microfilm, 16mm
Master
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
8. Fault Reporting
Manual (FRM)
a. Advance Representative Format: 3 Printed Two Sides
Copy Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Manual Format: 3 Printed Two Sides
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
9. Performance Engineer's Format: 2 Printed Two Sides
Manual Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
10. Jet Transport Format: 5 Printed Two Sides
Performance Methods Revisions: No
Delivery: 90 days prior to delivery of First Aircraft
11. FMC Supplemental Format: 6 Printed Two Sides
Data Document Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
12. Operational Performance
Software (OPS)
a. Inflight and Report Format: 9 Track Magnetic Tape in
(INFLT/REPORT) Software ASCII or EBCDIC Format
3 3.5 Inch (1.44MB) IBM Compatible
Diskette; Note: Boeing will use best
reasonable efforts to provide
in the latest version of IATA
SCAP specifications
3.5 Inch (1.4MB) macintosh Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
P.A. No. 1980
262
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 4
Item Description Quantity
---- ----------- --------
b. Airplane Performance Format: 9 Track Magnetic
Monitoring (APM/HISTRY) Tape in ASCII or
Software EBCDIC Format
3 3.5 Inch (1.44MB) IBM Compatible
Diskette; Note: Boeing will use best
reasonable efforts to provide
in the latest version of IATA
3.5 Inch (1.4MB) Macintosh Diskette
Revisions: Yes
Delivery: 120 days prior to delivery of first Aircraft
c. Takeoff Analysis Software Format: 9 Track Magnetic
Boeing Takeoff Module (BTM) Tape in ASCII
Format
3 3.5 Inch (1.44MB) IBM Compatible
Diskette; Note: Boeing will use best
reasonable efforts to provide
in the latest version of IATA
SCAP specifications
5.25 Inch (1.2MB) IBM
Compatible Diskette
3.5 Inch (1.4MB) Macintosh Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
d. Landing Analysis Software Format: 9 Track Magnetic
Boeing Landing Module (BLM) Tape in ASCII
Format
3 3.5 Inch (1.44MB) IBM Compatible
Diskette; Note: Boeing will use best
reasonable efforts to provide
in the latest version of IATA
SCAP specifications
5.25 Inch (1.2MB) IBM
Compatible Diskette
3.5 Inch (1.4MB) Macintosh Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
P.A. No. 1980
263
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 5
Item Description Quantity
---- ----------- --------
e. Climbout Analysis
Software Format: 1 3.5 Inch (1.44MB) IBM Compatible
Diskette; Note: Boeing will use best
reasonable efforts to provide in the
latest version of IATA SCAP
specifications
Revisions: Yes
Delivery: as soon as practicable, but no later
than concurrent with delivery of first Aircraft
B. MAINTENANCE
1. Maintenance Manual
a. Advance Representative Format: 1 Printed
Copy 1 Microfilm, 16mm
duplicate
2 Digital Format
Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Master
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery first Aircraft
c. Customized Manual Format: 1 Printed Two Sides
__ Printed One Side
1 Microfilm, 16mm
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
2. Wiring Diagram Manual
a. Advance Representative Format: 1 Microfilm, 16mm
Copy Revisions: No
Delivery: 90 days after signing Purchase Agreement
P.A. No. 1980
264
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 6
Item Description Quantity
---- ----------- --------
b. Customized Master Format:
Check if required: x 1 35mm Aperture Cards of All Wiring
Diagrams and Charts
Check if required: x 1 EDP Portion, 16mm Microfilm Master
Check if required: x 2 Entire Manual, 16mm Microfilm Master
Check if required: x 2 Entire Manual, Digital Format
Revisions: Yes, until 90 days after delivery of last
Aircraft
Delivery: Concurrent with delivery of first Aircraft
c. Customized Manual Format: 1 Standard Printed
Copies of Entire
Manual
__ Standard Printed
Copies of all Sections
Except EDP Portion
1 EDP Portion, 16mm Microfilm Duplicate
2 Entire Manual, 16mm Microfilm
Revisions: Yes, until 90 days after delivery of last
Aircraft
Delivery: Concurrent with delivery of first Aircraft
3. System Schematics Manual
a. Advance Representative Format: 2 Printed
Copy Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Master Format:
Check if required: __ 35mm Aperture Cards of all Schematics
Check if required: x 2 Digital Format
Revisions: Yes, until 90 days after delivery of last
Aircraft only
Delivery: Concurrent with delivery of first Aircraft
c. Customized Manual Format: 103 Printed Two Sides
1 Microfilm, 16mm Master
Revisions: Yes, until 90 days after delivery of last
Aircraft only
Delivery: Concurrent with delivery of first Aircraft
P.A. No. 1980
265
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 7
Item Description Quantity
---- ----------- --------
4. Structural Repair Manual Format: 1 Printed Two Sides
__ Printed One Side
__ Microfilm, 16mm
Duplicate
Check if required: x 2 Microfilm, 16mm
Master
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
5. Component Maintenance Format: 15 Printed Two Sides
Manual 7 Microfilm, 16mm Duplicate
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
6. Chapter 20 Standard Format: 7 Printed Two Sides
Overhaul Practices 1 Printed One Side
Manual (Common to other __ Microfilm, 16mm
models, quantity indicates Duplicate
total for all models)
Check if required: x 2 Microfilm, 16mm
Master
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
7. Chapter 20 Standard Format: Printed Two Sides
Wiring Practices Manual __ Microfilm, 16mm
(Common to other models, __ Duplicate
quantity indicates total
for all models)
Check if required: x 2 Microfilm, 16mm
Master
x 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
8. Nondestructive Test Manuals Format: 3 Printed Two Sides
__ Printed One Side
2 Microfilm, 16mm Duplicate
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 1 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
P.A. No. 1980
266
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 8
Item Description Quantity
---- ----------- --------
9. Service Bulletins Format: 18 Printed Two Sides
1 Digital Format
Revisions: Yes
Delivery: As developed by Boeing
9a. Service Bulletin Index Format: 7 Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
10. Corrosion Prevention Manual Format: __ Printed Two Sides
__ Printed One Side
8 Microfilm, 16mm Duplicate
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 1 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
11. Fault Isolation Manual
a. Advance Representative Format: 1 Printed Two Sides
Copy __ Microfilm, 16mm Duplicate
1 Digital Format
Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Master
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
c. Customized Manual Format: 2 Printed Two Sides
40 Microfilm, 16mm Duplicate
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
12. Ramp Maintenance Manual
a. Advance Representative Copy Format: 1 Printed Two Sides
Revisions: No
Delivery: 90 days after signing of Purchase Agreement
b. Customized Manual Format: 150 Printed Two Sides
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
13. 777 Interior Reconfiguration Format: 1 Printed Two Sides
Document Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
P.A. No. 1980
267
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 9
Item Description Quantity
---- ----------- --------
14. Power Plant Buildup Manual Format: 6 Printed Two Sides
1 Printed One Side
__ Microfilm, 16mm Duplicate
Check if required: x 1 Microfilm, 16mm Master
Check if required: x 1 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
15. In Service Activities Format: 28 Printed Two Sides
Report Revisions: Yes
Delivery: Issued Quarterly
16. Fleet Issues Format: 1 Digital format
Summary Report Revisions: Yes
Delivery: As developed by Boeing
17. All Operator Letter Format: 28 Printed One or Two Sides
Revisions: Yes
Delivery: As developed by Boeing
18. Service Letters Format: 28 Printed One or Two Sides
Revisions: Yes
Delivery: As developed by Boeing
19. Combined Index Format: 8 Printed Two Sides
Digital Format
Revisions: Yes
Delivery: As developed by Boeing
20. Maintenance Tips Format: 27 Printed One or Two Sides
Revisions: Yes
Delivery: As developed by Boeing
21. Configuration Database Format: 4 Printed Two Sides
Generator (CDG) User Guide Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
22. Production Management Format: 1 Digital Format
Database
C. MAINTENANCE PLANNING
1. Maintenance Planning Format: 9 Printed Two Sides
Data (MPD) Documents 2 Microfilm, 16mm Duplicate
__ Microfilm, 16mm Master
Check if required: x 1 Digital Format
Revisions: No
Delivery: 90 days after signing Purchase Agreement
P.A. No. 1980
268
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 10
Item Description Quantity
---- ----------- --------
2. Maintenance Task Cards
a. Advance Representative Format: 1 Printed One Side
Copy (Check One) x 1 Digital Format
Revisions: No
Delivery: TBD
b. Customized Masters
Check if required: x Format: 1 Microfilm, 16mm Master
Check if required: x 1 Digital Format
c. Customized Cards Format: 1 Printed One Side
__ Microfilm, 16mm Duplicate
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
4. Maintenance Inspection Format: 4 Printed Two Sides
Interval Reports Revisions: Yes
(Common with other models Delivery: 90 days prior to delivery of first Aircraft
quantity indicates total
required)
D. SPARES
1. Illustrated Parts Catalog Format: 1 Printed Two Sides
(Select one format only) __ Printed One Side
__ Microfilm, 16mm Duplicate
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 2 Digital Format
Revisions: Yes, until 90 days after delivery of last
Aircraft
Delivery: 90 days prior to delivery of first Aircraft
2. Standards Books Format: __ Printed Two Sides
(Unless previously provided 30 Microfilm, 16mm
pursuant to other Duplicate
agreements, in which case
applicable supplements
will be provided) Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and Equipment Format: 8 Printed Two Sides
Planning documents
Check if required: x 1 Microfilm,16mm Master
Revisions: Yes
Delivery: 90 days after signing Purchase Agreement
P.A. No. 1980
269
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 11
Item Description Quantity
---- ----------- --------
2. Special Tool and Ground Format: 1 Microfilm, 35 mm Duplicate
Handling Equipment Drawings in Aperture Card Format
On-line via BOLD as available and as
covered by separate BOLD license
agreement
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
3. Special Tool and Ground Format: 1 Printed Two Sides
Handling Equipment Revisions: Yes
Drawing Index Delivery: 90 days prior to delivery of first Aircraft
4. Supplementary Tooling Format: 2 Printed Two Sides
Documentation Revisions: Yes
(Common with other models Delivery: 90 days prior to
quantity indicates total delivery of first
required) Aircraft
5. System Test Equipment Format: 3 Printed One Side
Document Revisions: Yes
Delivery: 90 days after signing Purchase Agreement
6. Illustrated Tool and Format: __ Printed One Side
Equipment List/Manual 2 Printed Two Sides
15 Microfilm, 16mm Duplicate
Check if required: x 2 Microfilm 16mm Master
Check if required: x 1 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
7. Aircraft Recovery Document Format: 10 Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
8. Airplane Characteristics Format: 7 Printed Two Sides
for Airport Planning Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
9. Airplane Rescue and Format: 1 Printed Two Sides
Fire Fighting Document Revisions: Yes
(Common with other models Delivery: 90 days prior to
quantity indicates total delivery of first
required) Aircraft
10. Engine Handling Document Format: 4 Printed Two Sides
Revisions: Yes
Delivery: 90 days after signing Purchase Agreement
F. COMPUTER SOFTWARE INDEX Format: 1 Printed Two Sides
(Common to other models, Revisions: Yes
quantity indicates Delivery: Concurrent with delivery
total required) of first Aircraft
P.A. No. 1980
270
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 12
Item Description Quantity
---- ----------- --------
G. SUPPLIER TECHNICAL DATA
1. Service Bulletins 15
2. Ground Support Equipment 5
Data
3. Provisioning Information 5
4. Component Maintenance/ 15
Overhaul Manuals
5. Component Maintenance/ 5
Overhaul Manuals Index
(Common to other models,
quantity indicates
total required)
6. Publications Index 2
7. Product Support 6
Supplier Directory
(Common to other models,
quantity indicates
total required)
P.A. No. 1980
271
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit SLP1 to Purchase Agreement Number 1980
SLP1
P.A. No. 1980
272
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 777 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
"Boeing Service Life Policy" of the Product Assurance Document, and is a part
of Purchase Agreement No. 1980.
1. Wing.
(a) Upper and lower skins including fixed leading edge and
trailing edge skins and panels [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.], and stiffeners.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Upper wing fold hinge, end ribs and lower latch lugs.
(f) Main landing gear support structure.
(g) Wing center section lower beams, spanwise beams and
floor beams, but not the seat tracks attached to the
beams.
(h) Wing-to-body structural attachments.
(i) Engine strut support fittings attached directly to wing
primary structure.
(j) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and
for leading edge devices and trailing edge flaps.
(k) Leading edge device and trailing edge flap support
system.
(l) Fixed attachment and actuator support structure for
aileron, leading edge device and trailing edge flap
internal.
SLP1-1
P.A. No. 1980
273
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and
frames between the forward pressure bulkhead and the
vertical stabilizer rear spar bulkhead, and structural
support and enclosure for the auxiliary power unit but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits, excluding door
mechanisms and movable hinge components. ▇▇▇▇▇ and
frames around the body openings for the passenger
doors, cargo doors and emergency exits, excluding scuff
plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, forward and aft bulkheads, and
the gear support structure.
(e) Main gear wheel well structure including pressure deck,
bulkheads and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and
the main gear wheel well aft bulkhead, including
splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar
support bulkheads including terminal fittings but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
SLP1-2
P.A. No. 1980
274
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spars including stiffeners.
(c) Attachment fittings between vertical stabilizer and
body.
(d) Inspar ribs.
(e) Support structure in the vertical stabilizer for rudder
hinges, reaction links and actuators.
(f) Support structure for rudder internal, fixed attachment
and actuator.
(g) Rudder hinges and supporting ribs, excluding bearings.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spars including splices and stiffeners.
(c) Inspar ribs.
(d) Stabilizer splice fittings and pivot and screw support
structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Support structure for elevator internal, fixed
attachment and actuator.
(g) Elevator hinges and supporting ribs, excluding
bearings.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure.
SLP1-3
P.A. No. 1980
275
(e) For Aircraft equipped with General Electric or ▇▇▇▇▇ &
Whitney engines only, the engine mounted support
fittings.
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder.
(c) Upper and lower side strut, including spindles and
universals.
(d) Upper and lower drag strut, including spindles and
universals.
(e) Orifice support tube.
(f) Downlock links including spindles and universals.
(g) Torsion links.
(h) Bogie beam.
(i) Axles.
(j) Steering crank arm.
(k) Steering rod.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collar.
(f) Torsion links.
(g) Actuator support beam and hanger.
SLP1-4
P.A. No. 1980
276
NOTE: The Service Life Policy does not cover any bearings, bolts,
bushings, clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the SLP Components.
SLP1-5
P.A. No. 1980
277
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
FOR GE90 ENGINES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit EE1-A to Purchase Agreement Number 1980
EE1-A
P.A. No. 1980
278
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
FOR GE90 ENGINES
relating to
BOEING MODEL 777 AIRCRAFT
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in Table 1 of
the Purchase Agreement includes an aggregate price for GE90 engines and all
accessories, equipment and parts provided by the engine manufacturer. The
adjustment in Engine Price applicable to each Aircraft (Engine Price
Adjustment) will be determined at the time of Aircraft delivery in accordance
with the following formula:
P(e) = (P(b) x CPI ) - P()b
------
CPI(b)
(b) The following definitions will apply herein:
P(e) = Engine Price Adjustment
P(b) = Engine Price (per Aircraft), as set forth
in Table 1 of the Purchase Agreement.
CPI = the Composite Price Index as determined in
accordance with the formula below,
utilizing values published by the Bureau of
Labor Statistics, U.S. Department of Labor,
where base year 1982 = 100.
CPI = L + C + M + E
L = The Labor Index will be equal to 55% of 100
times the quotient of the "Hourly Earnings
of Aircraft Engines and Engine Parts
Production Workers" SIC 3724 for the ninth
month preceding the Scheduled Delivery
Month of the Aircraft, divided by $11.16.
C = The Industrial Commodities Index will be
equal to 10% of the Producer Price Index
for "all commodities other than Farm and
Foods," Code 3-15 associated with the ninth
month prior to the Scheduled Delivery Month
of the Aircraft.
M = The Metals and Metal Products Index will be
equal to 25% of the Producer Price Index
for "Metals and Metal Products," Code 10
EE1-A-1
P.A. No. 1980
279
associated with the ninth month prior to
the Scheduled Delivery Month of the
Aircraft.
E = The Fuel Index will be equal to 10% of the
Producer Price Index for "Fuel and Related
Products and Power," Code 5 associated with
the ninth month prior to the Scheduled
Delivery Month of the Aircraft.
CPI(b) = The Base Year Index as set forth in Table 1
of the Purchase Agreement
The Engine Price Adjustment will not be made if it would result in a decrease
in the Engine Base Price.
(c) The values of the Average Hourly Earnings and Producer Price
Indices used will be those published for the specified month as of a date 30
days prior to the Scheduled Delivery Month of the Aircraft. Such values will
be considered final and no Engine Price Adjustment will be made after Aircraft
delivery for any subsequent changes in published Index values.
(d) If, prior to the delivery of an Aircraft, the U.S. Department of
Labor, Bureau of Labor Statistics (i) substantially revises the methodology
used for the determination of any index to be used to determine the CPI factor
(in contrast to benchmark adjustments or other corrections of previously
published data) or (ii) discontinues publication of any of the data referred to
above, General Electric Company (GE) agrees to meet jointly with Boeing and
Customer (to the extent such parties may lawfully do so) to jointly select a
substitute for the revised or discontinued data; such substitute data to lead
in application to the same adjustment result, insofar as possible, as would
have been achieved by continuing the use of the original data as it may have
fluctuated had it not been revised or discontinued. If such Engine Price
escalation provisions, methodology or data publication are subsequently
reinstated, Boeing will make adjustments consistent with the agreements defined
in this Supplemental Exhibit EE1-A.
NOTE: The factor (CPI divided by CPIb ) by which the Engine Price is to
be multiplied will be expressed as a decimal and rounded to the
nearest thousandth. Any rounding of a number, as required under
this Supplemental Exhibit EE1-A with respect to escalation of the
Engine Price, will be accomplished as follows: if the first digit
of the portion to be dropped from the number to be rounded is five
or greater, the preceding digit will be raised to the next higher
number.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.
Boeing has obtained from GE the right to extend to Customer the provisions of
GE's warranty as set forth below (herein referred to as the "Warranty");
subject, however, to Customer's acceptance of the conditions set forth herein.
Accordingly, Boeing hereby extends to Customer and Customer hereby accepts the
provisions of GE's Warranty as
EE1-A-2
P.A. No. 1980
280
hereinafter set forth, and such Warranty shall apply to all GE90 type Engines
(including all Modules and Parts thereof) installed in the Aircraft at the time
of delivery or purchased from Boeing by Customer for support of the Aircraft
except that, if Customer and GE have executed, or hereafter execute, a General
Terms Agreement, or other agreement for the support of the Engines, then the
terms of that Agreement shall be substituted for and supersede the provisions
of Sections 2.1 through 2.10, below and Sections 2.1 through 2.10 below shall
be of no force or effect and neither Boeing nor GE shall have any obligation
arising therefrom. In consideration for Boeing's extension of the GE Warranty
to Customer, Customer hereby releases and discharges Boeing from any and all
claims, obligations and liabilities whatsoever arising out of the purchase or
use of such GE90 type Engines and Customer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities. In
addition, Customer hereby releases and discharges GE from any and all claims,
obligations and liabilities whatsoever arising out of the purchase or use of
such GE90 type Engines except as otherwise expressly assumed by GE in such GE
Warranty, General Terms Agreement, or other agreement for the support of the
Engines between Customer and GE and Customer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities.
2.1 Title. GE warrants that at the date of delivery, GE
has legal title to and good and lawful right to sell its GE90 Type Engine and
Products and furthermore warrants that such title is free and clear of all
claims, liens and encumbrances of any nature whatsoever.
2.2 Patents.
2.2.1 GE will handle all claims and defend any
suit or proceeding brought against Customer insofar as based on a claim that
any product or part furnished under this Purchase Agreement constitutes an
infringement of any patent of the United States, and will pay all damages and
costs awarded therein against Customer. This paragraph will not apply to any
product or any part manufactured to Customer's design or to the aircraft
manufacturer's design. As to such product or part, GE assumes no liability for
patent infringement.
2.2.2 GE's liability hereunder is conditioned
upon Customer promptly notifying GE in writing and giving GE authority,
information and assistance (at GE's expense) for the defense of any suit. In
case said equipment or part is held in such suit to constitute infringement and
the use of said equipment or part is enjoined, GE will expeditiously, at its
own expense and at its option, either (1) procure for Customer the rights to
continue using said product or part; (2) replace the same with a satisfactory
and noninfringing product or part; or (3) modify the same so it becomes
satisfactory and noninfringing. The foregoing will constitute the sole remedy
of Customer and the sole liability of GE for patent infringement.
EE1-A-3
P.A. No. 1980
281
2.2.3 The above provisions also apply to products
which are the same as those covered by this Purchase Agreement and are
delivered to Customer as part of the installed equipment on GE90 powered
Aircraft.
2.3 Initial Warranty. GE warrants that GE90 Engine
products will conform to GE's applicable specifications and will be free from
defects in material and workmanship prior to Customer's initial use of such
products.
2.4 Warranty Pass-On.
2.4.1 If requested by Customer and agreed to by
GE in writing, GE will extend warranty support for Engines sold by Customer to
commercial airline operators, or to other aircraft operators. Such warranty
support will be limited to the New Engine Warranty, New Parts Warranty,
Ultimate Life Warranty and Campaign Change Warranty and will require such
operator(s) to agree in writing to be bound by and comply with all the terms
and conditions, including the limitations, applicable to such warranties.
2.4.2 Any warranties set forth herein will not be
transferable to a third party, merging company or an acquiring entity of
Customer.
2.4.3 In the event Customer is merged with, or
acquired by, another aircraft operator which has a general terms agreement with
GE, the Warranties as set forth herein will apply to the Engines, Modules, and
Parts.
2.5 New Engine Warranty.
2.5.1 GE warrants each new Engine and Module
against Failure for the initial 3500 Flight Hours as follows:
A. Parts Credit Allowance will be
granted for any Failed Parts.
B. Labor Allowance for
disassembly, reassembly, tests and Parts Repair of any new Engine part will be
granted for replacement of Failed Parts.
C. Such Parts Credit Allowance,
test and Labor Allowance will be 100% from new to 3000 Flight Hours and
decreasing pro rata from 100% at 3000 Flight Hours to zero percent at 3500
Flight Hours.
2.5.2 As an alternative to the above allowances,
GE will upon request of Customer:
A. Arrange to have failed Engines
and Modules repaired as appropriate, at a facility designated by GE at no
charge to Customer for the
EE1-A-4
P.A. No. 1980
282
first 3000 Flight Hours and at a charge to Customer increasing pro rata from
zero percent of GE's repair costs at 3000 Flight Hours to 100% of such GE
repair costs at 3500 Flight Hours.
B. Transportation to and from the
designated facility shall be at Customer's expense.
2.6 New Parts Warranty. In addition to the warranty
granted for new Engines and Modules GE warrants Engine and Module Parts as
follows:
2.6.1 During the first 2000 Flight Hours for such
Parts and Expendable Parts, GE will grant 100% Parts Credit Allowance or Labor
Allowance for repair labor for failed Parts.
2.6.2 GE will grant a pro rata Parts Credit
Allowance for Scrapped Parts decreasing from 100% at 2000 Flight Hours Part
Time to zero percent at the applicable hours designated in the Table below:
▇▇▇-▇-▇
▇.▇. ▇▇. ▇▇▇▇
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ Parts List*
FLIGHT HOURS
----------------------------
3000 4000 8000 15000
---- ---- ---- -----
Fan Rotor
---------
Blade, 1st Stage X
Blade, Booster Stages 2-4 X
Disk, 1st Stage X
Spool, Booster Stages X
Forward Fan Shaft X
Spinner X
Mid-shaft X
Fan Stator
----------
Casing incl. Containment X
Stator Vane Stages X
Booster Cases X
Outlet Guide Vane (OGV), Support X
Noise Attenuation Panels X
Bleed Valve System X
Aft Case X
Compressor Rotor
----------------
Blades X
Disks and Spools X
Shaft, Aft X
Compressor Stator
-----------------
Case X
Shrouds X
Vanes X
Variable Stator Actuating Rings X
Combustor
---------
Inner/Outer Liners & Dome X
HPT Rotor
---------
Blades X
Retaining Rings X
Shaft, Forward and Aft X
Disks X
Thermal Shield X
Spacer/Impeller X
*Warranty Parts List may change
▇▇▇-▇-▇
▇.▇. ▇▇. ▇▇▇▇
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ Parts List* (Cont.)
FLIGHT HOURS
----------------------------------------------
3000 4000 8000 15000
---- ---- ---- -----
HPT Stator
----------
Vane Assemblies X
Vane Support X
Interstage Seal X
Shrouds X
Shroud Support X
LPT Rotor
---------
Blades X
Interstage Seals X
Disks X
LP Shaft X
LPT Stator
----------
Case X
Vane Assemblies X
Interstage Seals X
Shrouds X
Fan Frame
---------
Mid Frame and Struts X
All Supports X
Fwd. Engine Mount X
Fairings X
Compressor Rear Frame
---------------------
Case X
"B" Sump X
X
Condition Monitoring Equipment
------------------------------
Turbine Rear Frame
------------------
Frame X
Liner X
Bearing Supports X
"C/D" Sump X
X
Main Engine Bearings
--------------------
Gearboxes
---------
Cases X
Shafts, Drive X
Gears X
Bearings X
Plug-in Adapters X
*Warranty Parts List may change
▇▇▇-▇-▇
▇.▇. ▇▇. ▇▇▇▇
▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ Parts List* (Cont.)
FLIGHT HOURS
----------------------------------------------
3000 4000 8000 15000
---- ---- ---- -----
Rotor Tubes and Baffles X
-----------------------
X
Sump Air and Oil Seals
----------------------
Oil Tank X
Controls & Accessories-Engine
-----------------------------
Lube Pump X
Scavenge Pump X
Scavenge Filter X
Fuel/Oil Heat Exchanger X
Main Fuel Pump X
Fuel Filter X
Pressurizing Valve X
Hydro Mechanical Unit X
Compressor Inlet Temperature Sensor X
Variable Stator Actuator X
Thermocouple Harness X
Tachometer Generator-Fan X
Anti-Icing Valve X
Ignition Unit X
Electronic Control Unit X
Fuel Nozzle X
Power Alternator X
* Warranty Parts List may change
EE1-A-8
P.A. No. 1980
286
2.7 Ultimate Life Warranty.
2.7.1 GE warrants Ultimate Life limits on the following parts:
Fan Rotor
Disk, Stage 1
Spool, Booster Stages 2-4
Fan-Shaft, Forward
Fan-Shaft, Aft
Compressor Rotor
Disk Shaft, Forward
Spool Stages 2-6
Disk, Stage 7
Spool Shaft, Stage 8-10
High Pressure Turbine Rotor
Disk Shaft, Stage 1
Disk Shaft, Stage 2
Low Pressure Turbine Rotor
Disks, Stage 1-6
Shaft, Cone
Shaft, Forward
2.7.2 GE will grant a pro rata Parts Credit
Allowance of 100% when new to 10,000 Flight Cycles, and a credit allowance
decreasing pro rata from 100% at 10,000 Flight Cycles to zero percent at 15,000
Flight Cycles. Credit will be granted only when such Parts are permanently
removed from service by a GE or U.S. Government imposed Ultimate Life
Limitation of less than 15,000 Flight Cycles.
2.8 Campaign Change Warranty.
2.8.1 A campaign change will be declared by GE
when a new Part design introduction, Part modification, Part inspection, or
premature replacement of an Engine or Module is required by a time compliance
(specific date) GE Service Bulletin. Campaign change may also be declared for
GE Service Bulletins requesting new Part introduction no later than the next
Engine or Module shop visit. GE will grant the following Parts Credit
Allowances:
EE1-A-9
P.A. No. 1980
287
Engines and Modules
(1) 100% for Parts in inventory or removed from
service when new or with 3000 Flight Hours or less total Part Time.
(2) Pro rata for Parts in inventory or removed
from service decreasing pro rata from 100% at 3000 Flight Hours to 50% at 3500
Flight Hours.
(3) 50% for Parts in inventory or removed from
service with over 3500 Flight Hours since new, regardless of warranty status.
2.8.2 Labor Allowance - GE will grant 100% Labor
Allowance for disassembly, reassembly, modification, testing, or inspection of
GE-supplied Engines, Modules or Parts therefor when such action is required to
comply with a mandatory time compliance (specific date) GE Service Bulletin. A
Labor Allowance will be granted by GE for other GE issued Service Bulletins if
so specified in such Service Bulletins.
2.8.3 Life Controlled Rotating Parts retired by
Ultimate Life limits are excluded from Campaign Change Warranty.
2.9 Limitations. THE PROVISIONS SET FORTH HEREIN ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR
IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID
PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF GE WITH RESPECT TO CLAIMS OF ANY
KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE
OR HANDLING OF THE PRODUCTS OR PARTS THEREOF OR THEREFOR, AND IN NO EVENT SHALL
GE'S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE
TO CUSTOMER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.
2.10 Indemnity and Contribution.
2.10.1 IN THE EVENT CUSTOMER ASSERTS A CLAIM
AGAINST A THIRD PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN
LIMITATIONS, SECTION 2.9 ABOVE, CUSTOMER SHALL INDEMNIFY AND HOLD GE HARMLESS
FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION
OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) INCIDENT
THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION
UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES
WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF GE, WHETHER
ACTIVE, PASSIVE OR IMPUTED.
2.10.2 CUSTOMER SHALL INDEMNIFY AND HOLD GE
EE1-A-10
P.A. No. 1980
288
HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING
EXPENSES OF LITIGATION AND ATTORNEYS' FEES) FOR PHYSICAL INJURY TO OR DEATH OF
ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED
DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO
THE EXTENT THAT THE PAYMENTS MADE OR REQUIRED TO BE MADE BY GE EXCEED ITS
ALLOCATED SHARE OF THE TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS
ALLEGED TO HAVE CAUSED SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY, BECAUSE OF A
LIMITATION OF LIABILITY ASSERTED BY CUSTOMER OR BECAUSE CUSTOMER DID NOT APPEAR
IN AN ACTION BROUGHT AGAINST GE. CUSTOMER'S OBLIGATION TO INDEMNIFY GE
HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS GE IS REQUIRED TO MAKE PAYMENT
PURSUANT TO A FINAL JUDGMENT IN AN ACTION OR PROCEEDING IN WHICH GE WAS A
PARTY, PERSONALLY APPEARED, AND HAD THE OPPORTUNITY TO DEFEND ITSELF. THIS
INDEMNITY SHALL APPLY WHETHER OR NOT CUSTOMER'S LIABILITY IS OTHERWISE LIMITED.
3. SEPARATE AGREEMENT.
Notwithstanding anything to the contrary in Section 2 above, all of
the terms and conditions of Section 2 shall be deemed null and void and of no
force or effect upon written notice to Boeing from Customer that Customer has
entered into a General Terms Agreement or other agreement for the Support of
the Engines directly with GE. Such notice will specifically reference this
Section.
EE1-A-11
P.A. No. 1980
289
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
FOR RB211 ENGINES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit EE1-B to Purchase Agreement Number 1980
EE1-B
P.A. No. 1980
290
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
FOR RB211 ENGINES
relating to
BOEING MODEL 777 AIRCRAFT
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in
Table 1 of the Purchase Agreement includes an aggregate price for Rolls-Royce
plc RB211 Trent series engines and all accessories, equipment and parts
provided by the engine manufacturer. The adjustment in Engine Price applicable
to each Aircraft (Engine Price Adjustment) will be determined at the time of
Aircraft delivery in accordance with the following formula:
P(e) = (P(b) + F) (L(Q) + M(Q) + E(Q)) - P(b)
(b) The following definitions will apply herein:
P(e) = Engine Price Adjustment
P(b) = Engine Price (per Aircraft), as set forth in Table 1 of
the Purchase Agreement.
F = 0.005(N)(P(b)), where N = the calendar year of scheduled
Engine delivery minus the Price Base Year set forth in
Table 1 of the Purchase Agreement. For this
calculation, Engine delivery is assumed to be 3 months
prior to the Scheduled Delivery Month of the Aircraft.
L(Q), M(Q) and E(Q) are quotients obtained by dividing the index
number shown in the actual data in accordance with the formula
below. The index values utilized in the formula will be the
arithmetic average of the numbers shown in the actual data for the
16th, 15th, and 14th month prior to the Scheduled Delivery Month
of the Aircraft divided by the arithmetic average of the numbers
shown in the actual data for the 16th, 15th, and 14th month prior
to the Price Base Year month set forth in Table 1 of the Purchase
Agreement.
L(Q) = The Labor Index will be equal to 60% of the quotient
obtained from "Hourly Earnings of Aircraft Engines and Engine Parts
Production Workers" SIC 3724.
EE1-B-1
P.A. No. 1980
291
M(Q) = The Materials Index will be equal to 30% of the
quotient obtained from "Producer Price Index - Code 10,
Metals and Metal Products".
E(Q) = The Fuel Index will be equal to 10% of the quotient
obtained from "Producer Price Index - Code 5, Fuels and
Related Products and Power".
The Engine Price Adjustment will not be made if it would result in a decrease
in the Engine Base Price.
(c) The values of the Average Hourly Earnings and Producer
Price Indices used will be those published for the specified months as of a
date 30 days prior to the Scheduled Delivery Month of the Aircraft. Such
values will be considered final and no Engine Price Adjustment will be made
after Aircraft delivery for any subsequent changes in published Index values.
(d) If, prior to the delivery of an Aircraft, the Bureau of
Labor Statistics substantially revises the methodology used for the
determination of any index to be used to determine the LQ, MQ or EQ values (in
contrast to benchmark adjustments or other corrections of previously released
indices), or for any reason has not released indices needed to determine the
applicable Engine Price Adjustment, Boeing, Customer and Rolls-Royce plc will,
prior to the delivery of such Aircraft, jointly select a substitute index from
other Bureau of Labor Statistics data or similar data reported by
non-governmental organizations. Such substitute index will result in the same
adjustment, insofar as possible, as would have been achieved by continuing to
use the original index as such index may have fluctuated during the applicable
time period had such index not been revised or discontinued. However, if
after delivery of the Aircraft, the Bureau of Labor Statistics should resume
releasing indices without revision in methodology for the months needed to
determine the Engine Price Adjustment, such indices will be used to determine
any increase or decrease in the Engine Price Adjustment from that determined at
the time of delivery of the Aircraft. Boeing will make any such adjustments in
a manner consistent with the agreements defined in this Supplemental Exhibit
EE1-B.
NOTE: The factors by which the Engine Price is to be multiplied will be
expressed as a decimal and rounded to the nearest thousandth. Any
rounding of a number, as required under this Supplemental Exhibit
EE1-B with respect to escalation of the Engine Price, will be
accomplished as follows: if the first digit of the portion to be
dropped from the number to be rounded is five or greater, the
preceding digit will be raised to the next higher number.
EE1-B-2
P.A. No. 1980
292
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.
2.1 Boeing has obtained from Rolls-Royce plc the right to
extend to Customer the provisions of Rolls-Royce plc's Warranty Agreement
(herein referred to as the "Warranty"); subject, however, to Customer's
acceptance of the conditions set forth therein. Accordingly, Boeing hereby
extends to Customer and Customer hereby accepts the provisions of the Warranty,
and such Warranty shall apply to all RB211 Trent Type Engine(s) (including all
Modules and Parts thereof) installed in the Aircraft at the time of delivery or
purchased from Boeing by Customer for support of the Aircraft except that, if
Customer and Rolls-Royce plc have executed a General Terms Agreement or other
agreement for the support of the Engines, then the terms of that agreement
shall be substituted for and supersede the provisions of the Warranty and the
Warranty shall be of no force or effect and neither Boeing nor Rolls-Royce plc
shall have any obligation arising therefrom. In consideration for Boeing's
extension of the Warranty to Customer, Customer hereby releases and discharges
Boeing from any and all claims, obligations and liabilities whatsoever arising
out of the purchase or use of such RB211 Trent Engine(s) and Customer hereby
waives, releases and renounces all its rights in all such claims, obligations
and liabilities. In addition, Customer hereby releases and discharges
Rolls-Royce plc from any and all claims, obligations and liabilities whatsoever
arising out of the purchase or use of such RB211 Trent Type Engine(s) except as
otherwise expressly assumed by Rolls-Royce plc in such Warranty or General
Terms Agreement or other agreement for the support of the Engines between
Customer and Rolls-Royce plc, and Customer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities.
The Rolls-Royce plc Warranty is set forth in Exhibit C to the RB211
Trent Type Engine Purchase Contract dated May 31, 1990 between Rolls-Royce plc
and Boeing. Copies of the Rolls-Royce plc Warranty shall be provided to
Customer by Boeing upon request.
2.2 Notwithstanding anything to the contrary in Section
2.1, all of the terms and conditions of Section 2.1 shall be deemed null and
void and of no force or effect upon written notice to Boeing from Customer that
Customer has entered into a General Terms Agreement or other agreement for the
support of the Engines directly with Rolls-Royce plc. Such notice shall
specifically reference this Section 2.
EE1-B-3
293
6-1162-AKP-070
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Miscellaneous Commitments for Model 737, 757, 767 and 777
Aircraft
Reference: Purchase Agreement Nos. 1977, 1978, 1979, and 1980
(collectively, the Purchase Agreements) between The Boeing
Company and American Airlines, Inc. relating to Model 737,
757, 767 and 777 aircraft, respectively
This letter agreement (Letter Agreement) is entered into on the date below, and
amends and supplements each Purchase Agreement. All capitalized terms used
herein but not otherwise defined in this Letter Agreement have the same meaning
as in the applicable Purchase Agreement.
For ease of reference, a "Table of Contents" has been added as Attachment A to
this Letter Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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.
P.A. Nos. 1977, 1978, 1979 and 1980
294
American Airlines, Inc.
6-1162-AKP-070 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
Attachment A - Table of Contents
Attachment B - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment C - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment D - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
295
Attachment A to
6-1162-AKP-070 Page 1
TABLE OF CONTENTS
SUBJECT PARAGRAPH
------- ---------
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
296
Attachment B to
6-1162-AKP-070 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
297
Attachment C to
6-1162-AKP-070 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
298
Attachment D to
6-1162-AKP-070 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
299
6-1162-AKP-071
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement Nos. 1977, 1978, 1979 and 1980 (collectively,
the Purchase Agreements) between The Boeing Company and American
Airlines, Inc. relating to Model 737, 757, 767 and 777 aircraft,
respectively
This letter agreement (Letter Agreement) is entered into on the date below, and
amends and supplements each Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
5. Confidential Treatment.
Customer and Boeing understand that certain commercial and financial
information contained in this Letter Agreement are considered by Boeing and
Customer as confidential. Customer and Boeing agree that each will treat this
Letter Agreement and the information contained herein as confidential and will
not, without the prior written consent of the other, disclose this Letter
Agreement or any information contained herein to any other person or entity,
except as provided in this Letter Agreement or in the Purchase Agreements.
P.A. Nos. 1977, 1978, 1979, and 1980
300
American Airlines, Inc.
6-1162-AKP-071 Page 2
Very truly yours,
THE BOEING COMPANY
By
--------------------------
Its Attorney-In-Fact
-------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------
AMERICAN AIRLINES, INC.
By
--------------------------
Its
-------------------------
P.A. Nos. 1977, 1978, 1979, and 1980
301
6-1162-AKP-072
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement Nos. 1977, 1978, 1979 and 1980 (the Purchase
Agreements) between The Boeing Company and American Airlines, Inc.
relating to Model 737, 757, 767 and 777 aircraft, respectively
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreements referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the applicable Purchase
Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
11. 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 in the Purchase Agreements.
P.A. Nos. 1977, 1978, 1979 and 1980
302
American Airlines, Inc.
6-1162-AKP-072 Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------
Its Attorney-In-Fact
-----------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
---------------------------
AMERICAN AIRLINES, INC.
By
------------------------------
Its
-----------------------------
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
303
Attachment A to
6-1162-AKP- 072
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
304
Attachment B to
6-1162-AKP- 072
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
305
Attachment C to
6-1162-AKP- 072
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
306
6-1162-AKP-073
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement Nos. 1977, 1978, 1979, and 1980 (collectively,
the Purchase Agreements) between The Boeing Company and American
Airlines, Inc. relating to Model 737, 757, 767 and 777 Aircraft,
respectively
This letter agreement (Letter Agreement) is entered into on the date
below, and amends and supplements each Agreement. Capitalized terms used herein
but not otherwise defined shall have the meanings assigned thereto in Exhibit C
to the applicable Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
307
American Airlines, Inc.
6-1162-AKP- 073 Page 2
Very truly yours,
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
-------------------------------
Its
------------------------------
P.A. Nos. 1977, 1978, 1979 and 1980
308
6-1162-AKP-074
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737-823 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
4. 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
P.A. No. 1977
309
American Airlines, Inc.
6-1162-AKP-074 Page 2
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
------------------------------
Its
------------------------------
P.A. No. 1977
310
6-1162-AKP-075
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇/▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737-823 Aircraft
This letter agreement ("Letter Agreement") is entered into on the date below and
constitutes a part of the above-referenced Purchase Agreement, as the same may
hereafter be amended, modified or supplemented and including, without
limitation, as part thereof the exhibits, appendices, schedules, attachments and
letter agreements thereto (the "737-823 Purchase Agreement").
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
11. 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
P.A. No. 1977
311
American Airlines, Inc.
6-1162-AKP-075 Page 2
Letter Agreement or any information contained herein to any other person or
entity, except as provided in this Letter Agreement or in the Applicable
Purchase Agreements.
Very truly yours,
THE BOEING COMPANY
By
------------------------------------------
Its Attorney-In-Fact
------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
---------------------------------
AMERICAN AIRLINES, INC.
By
------------------------------------------
Its
------------------------------------------
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment D: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment E: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. No. 1977
312
ATTACHMENT A-1 TO
LETTER AGREEMENT 6-1162-AKP-075
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
313
ATTACHMENT A-2 TO
LETTER AGREEMENT 6-1162-AKP-075
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
314
ATTACHMENT A-3 to
LETTER AGREEMENT 6-1162-AKP-075
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
315
ATTACHMENT B TO
LETTER AGREEMENT 6-1162-AKP-075 (MODEL 737)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
316
ATTACHMENT C TO
LETTER AGREEMENT 6-1162-AKP-075 (MODEL 737)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
317
Attachment D to
6-1162-AKP-075 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
318
Attachment E to
6-1162-AKP-075 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
319
6-1162-AKP-076
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737-823 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
1. Aircraft Performance Guarantees.
The only Performance Guarantees applicable to the Aircraft are
those set forth in Attachment A hereto. Such Performance Guarantees are
exclusive and will expire upon delivery of the Aircraft to Customer.
2. 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
P.A. No. 1977
320
American Airlines, Inc.
6-1162-AKP-076 Page 2
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------------
Its Attorney-In-Fact
-----------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
-----------------------------------
Its
-----------------------------------
Attachment
P.A. No. 1977
321
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 1
MODEL 737-800 PERFORMANCE GUARANTEES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 LOADABILITY GUARANTEE
5 SOUND LEVELS
6 FUEL CAPACITY
7 OPERATION AT LAGUARDIA
8 AIRCRAFT CONFIGURATION
9 GUARANTEE CONDITIONS
10 GUARANTEE COMPLIANCE
11 EXCLUSIVE GUARANTEES
P.A. 1977
322
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 737-800 Aircraft with a
maximum takeoff weight of at least 172,500 pounds, a maximum
landing weight of 144,000 pounds, and a maximum zero fuel
weight of 136,000 pounds, and equipped with Boeing furnished
CFM56-7B26 engines.
2 FLIGHT PERFORMANCE
2.1 TAKEOFF
2.1.1 The FAA approved takeoff field length at a gross weight at the
start of the ground roll of 172,500 pounds, at a temperature
of 86(degree)F, at a sea level altitude, an alternate forward
center of gravity location of 15 percent of the mean
aerodynamic chord, and using maximum takeoff thrust, shall not
be more than the following guarantee value:
NOMINAL: 7,450 Feet
TOLERANCE: +700 Feet
GUARANTEE: 8,150 Feet
2.1.2 The FAA approved takeoff gross weight at the start of ground
roll, at a temperature of 95(degree)F, at an altitude of 603
feet, from a 13,400 foot runway, with an alternate forward
center of gravity location of 15 percent of the mean
aerodynamic chord, and using maximum takeoff thrust, shall not
be less than the following guarantee value:
GUARANTEE: 172,500 Pounds
2.1.3 The FAA approved takeoff gross weight at the start of ground
roll, at a temperature of 86(degree)F, at an altitude of 6,185
feet, from a 11,021 foot runway, a 1.20 percent downhill
runway slope, and satisfying the conditions defined below,
with an alternate forward center of gravity location of 15
percent of the mean aerodynamic chord, and using maximum
takeoff thrust, shall not be less than the following guarantee
value:
P.A. 1977
323
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 3
NOMINAL: 154,550 Pounds
TOLERANCE: -2,650 Pounds
GUARANTEE: 151,900 Pounds
2.2 LANDING
2.2.1 The operational landing field length in still air at a gross
weight of 144,000 pounds, at a sea level altitude, on a
standard day, using an FAA approved flap setting, and
satisfying the conditions and operating rules defined below,
shall not be more than the following guarantee value:
NOMINAL: 4,850 Feet
TOLERANCE: +500 Feet
GUARANTEE: 5,350 Feet
Conditions and operating rules:
The operational landing field length is defined as
115 percent of the horizontal distance from 50 feet
altitude to a complete stop.
The approach speed will be VREF+5 ▇▇▇▇.
The air time from 50 feet altitude to main gear
touchdown will be 4.36 seconds.
The speed at 50 feet altitude will be defined as the
approach speed. The speed at main gear touchdown will
be 98.2 percent of the speed at 50 feet altitude. The
speed at brake application will be 96.9 percent of
the speed at main gear touchdown.
The time delays from main gear touchdown will be as
follows:
Spoiler actuation 1 second
Brake application 1 second
Reverse thrust selection 2 seconds
Reversers deployed 4 seconds
The runway condition is wet. The wet runway braking
coefficient of friction is defined to be 0.200.
P.A. 1977
324
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 4
The airplane is in the landing configuration
throughout.
Reverse thrust application will be consistent with
operating instructions provided by Boeing to the
Customer. Reverse thrust operation with these
instructions shall not exceed engine operating
limitations provided by the engine manufacturer to
Boeing.
2.2.2 The FAA approved approach and landing climb limited gross
weight at a temperature of 95(degree)F,and at an altitude of
5,400 feet, shall not be less than the following guarantee
value:
GUARANTEE: 144,000 Pounds
2.3 CROSSWIND
The FAA approved maximum demonstrated crosswind component for
takeoff and landing measured at a 10 meter height above the
runway, shall not be less than the following guarantee value:
GUARANTEE 35 Knots
2.4 SPEED
The level flight speed at a gross weight of 160,000 pounds on
a standard day at an altitude of 35,000 feet and using not
more than maximum cruise thrust, shall not be less than the
following guarantee value:
NOMINAL: 467 KTAS
TOLERANCE: -10 KTAS
GUARANTEE: 457 KTAS
2.5 ALTITUDE CAPABILITY - ALL ENGINES OPERATING
The altitude capability at a gross weight of 167,000 pounds,
representative of the gross weight after takeoff from sea
level at 172,500 pounds on an ISA+10(degree)C day, at 0.78
Mach number, and satisfying the conditions defined below,
shall not be less than the following guarantee value:
P.A. 1977
325
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 5
NOMINAL: 35,300 Feet
TOLERANCE: -1,100 Feet
GUARANTEE: 34,200 Feet
P.A. 1977
326
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 6
Conditions:
1) The Aircraft shall be capable of maintaining level
cruising flight using not more than maximum cruise
thrust.
2) The Aircraft shall be capable of maintaining a rate
of climb of 300 feet per minute using not more than
maximum climb thrust.
3) The Aircraft shall be capable of at least a 1.3 g
maneuver load factor at buffet onset.
2.6 ENROUTE ONE ENGINE INOPERATIVE
The horizontal distance covered during 120 minutes of flight
with one engine inoperative from an initial altitude of 35,000
feet while descending to an altitude which is not less than
5,000 feet, at an initial gross weight of 160,000 pounds, on
an ISA+15(degree)C day, using not more than maximum continuous
thrust, and following the conditions and operating rules
defined below, shall not be less than the following guarantee
value:
NOMINAL: 831 Nautical Miles
TOLERANCE: -31 Nautical Miles
GUARANTEE: 800 Nautical Miles
Conditions and operating rules:
The Aircraft descends from the initial altitude at
0.78 Mach number until 340 KCAS is reached.
The Aircraft speed is 340 KCAS thereafter for the
remainder of the 120 minute time period.
The Aircraft levels off and continues flight at the
maximum altitude for level flight with one engine
inoperative.
P.A. 1977
327
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 7
2.7 MISSION
2.7.1 MISSION BLOCK FUEL
The block fuel for a stage length of 799 nautical miles in
still air with a 33,660 pound payload using the conditions and
operating rules defined below, shall not be more than the
following guarantee value:
NOMINAL: 11,730 Pounds
TOLERANCE: +350 Pounds
GUARANTEE: 12,080 Pounds
Conditions and operating rules:
Stage Length: The stage length is defined as the sum of the
distances for the climbout maneuver, climb, cruise,
and descent.
Block Fuel: The block fuel is defined as the sum of the fuel
used for taxi-out, takeoff and climbout maneuver,
climb, cruise, descent, approach and landing maneuver,
and taxi-in.
Takeoff: The airport altitude is sea level.
The takeoff gross weight is not limited by the airport
conditions.
Climbout Following the takeoff to 35 feet, the Aircraft
Maneuver: accelerates to 250 KCAS while climbing to 1,500 feet
above the departure airport altitude and retracting
flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude at
250 KCAS.
The Aircraft then accelerates at a rate of climb of
500 feet per minute to a climb speed of 280 KCAS.
The climb continues at 280 KCAS until 0.78 Mach
number is reached.
P.A. 1977
328
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 8
The climb continues at 0.78 Mach number to the initial
cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.78 Mach number.
The initial cruise altitude is 35,000 feet.
A step climb or multiple step climbs of 4,000 feet
altitude may be used when beneficial to minimize fuel
burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise
thrust except during a step climb when maximum climb
thrust may be used.
Descent: The Aircraft descends from the final cruise altitude
at 250 KCAS to an altitude of 1,500 feet above the
destination airport altitude.
Throughout the descent, the cabin pressure is
controlled to a maximum rate of descent equivalent to
300 feet per minute at sea level. The temperature is
standard day during descent.
Approach The Aircraft decelerates to the final approach speed
and Landing while extending landing gear and flaps, then descends
Maneuver: and lands.
The destination is a sea level airport.
P.A. 1977
329
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 9
Fixed For the purpose of this guarantee and for the purpose
Allowances: of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Taxi-out:
Fuel 375 Pounds
Time 0.250 Hours
Takeoff and Climbout Maneuver:
Fuel 515 Pounds
Distance 3.8 Nautical Miles
Approach and Landing Maneuver:
Fuel 230 Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel 200 Pounds
Time 0.133 Hours
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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2.7.2 MISSION PAYLOAD
The payload for a stage length of 2,722 nautical miles in
still air (equivalent to a distance of 2,239 nautical miles
with an 80 knot headwind, representative of a New York to Los
Angeles route) using the conditions and operating rules
defined below, shall not be less than the following guarantee
value:
NOMINAL: # Pounds
TOLERANCE: # Pounds
GUARANTEE: # Pounds
----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Conditions and operating rules:
Stage The stage length is defined as the sum of the
Length: distances for the climbout maneuver, climb, cruise,
and descent.
Takeoff: The airport altitude is 13 feet.
The airport temperature is 45(degree)F.
The runway length is 14,574 feet.
The following obstacle definition is based on a
straight-out departure where obstacle height and
distance are specified with reference to the liftoff
end of the runway:
Distance Height
1. 1,040 Feet 16 Feet
2. 2,080 Feet 66 Feet
3. 13,249 Feet 203 Feet
An Aircraft center of gravity location of 15 percent
of the mean aerodynamic chord.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA
Regulations.
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Climbout Following the takeoff to 35 feet, the Aircraft
Maneuver: accelerates to 250 KCAS while climbing to 1,500 feet
above the departure airport altitude and retracting
flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude at
250 KCAS.
The Aircraft then accelerates at a rate of climb of
500 feet per minute to a climb speed of 280 KCAS.
The climb continues at 280 KCAS until 0.78 Mach
number is reached.
The climb continues at 0.78 Mach number to the
initial cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.78 Mach number.
The initial cruise altitude is 31,000 feet.
A step climb or multiple step climbs of 4,000 feet
altitude may be used when beneficial to minimize fuel
burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise
thrust except during a step climb when maximum climb
thrust may be used.
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Descent: The Aircraft descends from the final cruise altitude
at 250 KCAS to an altitude of 1,500 feet above the
destination airport altitude.
Throughout the descent, the cabin pressure will be
controlled to a maximum rate of descent equivalent to
300 feet per minute at sea level.
The temperature is standard day during descent.
Approach The Aircraft decelerates to the final approach speed
and Landing while extending landing gear and flaps, then descends
Maneuver: and lands.
The destination airport altitude is 126 feet.
Fixed For the purpose of this guarantee and for the purpose
Allowances: of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Taxi-out:
Fuel 375 Pounds
Time 0.250 Hours
Takeoff and Climbout Maneuver:
Fuel 590 Pounds
Distance 4.3 Nautical Miles
Approach and Landing Maneuver:
Fuel 230 Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel 200 Pounds
Time 0.133 Hours
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: 7,770 Pounds
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[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.7.3 MISSION BLOCK FUEL
The block fuel for a stage length of 2,722 nautical miles in
still air (equivalent to a distance of 2,239 nautical miles
with an 80 knot headwind, representative of a New York to Los
Angeles route) with a [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] pound
payload using the conditions and operating rules defined
below, shall not be more than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Conditions and operating rules are the same as Paragraph 2.7.2
except as follows:
Block Fuel: The block fuel is defined as the sum of the fuel
used for taxi-out, takeoff and climbout maneuver,
climb, cruise, descent, approach and landing maneuver,
and taxi-in.
Takeoff: The airport altitude is 13 feet.
The takeoff gross weight is not limited by the airport
conditions.
Fixed For the purpose of this guarantee and for the purpose
Allowances: of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
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Usable reserve fuel remaining upon completion of the
approach and landing maneuver: [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
2.7.4 OPERATIONAL EMPTY WEIGHT BASIS
The Operational Empty Weight (OEW) derived in Paragraph 2.7.5
is the basis for the mission guarantees of Paragraphs 2.7.1
through 2.7.3.
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2.7.5 737-800 WEIGHT SUMMARY - AMERICAN AIRLINES
Pounds
------
Standard Model Specification MEW 84,850
Configuration Specification D6-38808 Rev. F
dated March 8, 1996
175 (0 FC/175 TC) Passengers
CFM56-7 Engines
156,000 Pounds (70,760 kg.) Maximum Taxi Weight
6,878 U.S. Gallons (26,036 l.) Fuel Capacity
Customer Requested Changes:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Quantity Pounds Pounds
*Seat Weight Included: #
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
-----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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2.7.6 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
Quantity Pounds Pounds Pounds
Standard Items Allowance 1,633
Unusable Fuel 157
Oil 152
Oxygen Equipment 30
Passenger Portable 3 27
Crew Masks 3
Miscellaneous Equipment 6
Crash Axe 1 2
Flashlights 4 4
Galley Structure & Fixed Inserts 1,288
Operational Items Allowance #
Crew and Crew Baggage 1,050
Flight Crew 2 340
Cabin Crew 4 540
Baggage 6 120
Briefcases 1 50
Catering Allowance (1 Meal) #
First Class # #
Economy Class # #
Passenger Service Equipment 592
Potable Water - 60 Gallons 512
Waste Tank Disinfectant 50
Emergency Equipment 173
Escape Slides 4 173
Total Standard and Operational Items Allowance #
-----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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2.7.7 AMERICAN AIRLINES LOPA 737-800 LOPS-378-0430
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not to
exceed the value in Section 3-60-00 of Detail Specification
D6-38808-69 plus two percent.
4 LOADABILITY GUARANTEE
4.1 Using the passenger seating and cargo/baggage loading
assumptions defined below, and with operating items of weight
and location specified in the Detail Specification, subject to
limitations on total load set by the maximum design weights in
said Detail Specification, as well as increases in maximum
design weights that may be necessary to permit compliance with
the Flight Performance and Sound Level guarantees of Sections
2 and 5, the airplane center of gravity shall be within
certified limits for takeoff, flight and landing with the
following loads. These loads may be adjusted to account for
the effect on center of gravity of (1) Specification changes,
(2) Changes required to obtain certification, and (3)
Variation in actual weights from the
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allowances provided in Appendix IV of the Detail
Specification.
a. Any number of passengers from zero to maximum in the first
class compartment, plus,
b. Any number of passengers from zero to maximum in the coach
compartment, plus,
c. Thirty Five pounds baggage per passenger evenly distributed
about one location for the two passenger seating cases
described below which may be the centroid of either the
forward cargo hold, or the constant section of the aft cargo
hold (but not both) as required to maintain the center of
gravity within the certified limits, plus,
d. Any quantity of cargo up to 10,000 pounds, to be
distributed as required about the centroids of the forward
and/or aft cargo holds, plus,
e. Any quantity of fuel from zero pounds to the maximum tank
capacity, except that for takeoff, fuel quantity of less than
5,000 pounds need not be assumed.
4.2 The following two passenger seating cases shall be covered,
with window seats occupied first, aisle seats second, and
remaining seats last:
a. Passengers in the coach compartment loading from rear to
front, followed by passengers in the first class compartment
loading from rear to front.
b. Passengers in the first class compartment loading from
front to rear, followed by passengers in the coach compartment
loading from front to rear.
4.3 FAR allowances shall be made for adverse passenger and crew
movement in flight and for gear and flap retraction and
extension, as appropriate. Passengers and carry on baggage are
assumed to weigh 185 pounds each. Baggage and cargo stowage
density is assumed throughout to be 10 pounds per cubic foot.
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4.4 These loading conditions of Paragraphs 4.1, 4.2 and 4.3 will
result in a zero fuel center of gravity position not forward
of 10 percent mean aerodynamic chord, nor aft of 30 percent
mean aerodynamic chord.
4.5 The addition of fuel loads in excess of 10,000 pounds to the
zero fuel weights consistent with the nominal payloads of
Paragraphs 2.7.2 loaded according to the procedures of
Paragraphs 4.1, 4.2, and 4.3, will result in an average
mission center of gravity not forward of 20 percent mean
aerodynamic chord, nor aft of 30 percent mean aerodynamic
chord.
4.6 No limitations on total load, or unusual or restrictive
procedures for, or sequences of, loading of passengers,
baggage, cargo or fuel will be required solely to prevent the
nose wheel vertical reaction diminishing sufficiently for the
airplane to tip up on its tail under normally experienced
static or rolling conditions.
4.7 The loading capabilities given in the preceding paragraphs are
based on an assumed American Airlines Change Request total
weight impact on the Operational Empty Weight of 2,343 pounds
at a balance arm of 507.7 inches and a Standard and
Operational Weight of 7,754 pounds at arm of 756.6 inches.
5 SOUND LEVELS
5.1 COMMUNITY SOUND LEVELS
The Aircraft shall be certified in accordance with Stage 3
requirements of FAR Part 36, essentially equivalent to ICAO
Annex 16, Volume 1, Chapter 3.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
5.3 INTERIOR SOUND LEVELS IN FLIGHT
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The sound level at the head position of a seated pilot or
passenger during cruise shall not be more than the following
guarantee value:
Overall Sound Pressure Levels OASPL
-----
Pilot's Inboard Ear NOMINAL: 79 dB
TOLERANCE: +3 dB
GUARANTEE: 82 dB
Passenger Aisle Seats NOMINAL: 85 dB
Forward of Station 555 TOLERANCE: +3 dB
GUARANTEE: 88 dB
Passenger Aisle Seats NOMINAL 87 dB
At Station 555 and Aft TOLERANCE +3 dB
GUARANTEE 90 dB
Speech Interference Levels SIL
Pilot's Inboard Ear NOMINAL: 66 dB
TOLERANCE: +3 dB
GUARANTEE: 69 dB
Passenger Aisle Seats NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
5.4 RAMP SOUND LEVELS
The sound level at ramp locations during Aircraft ground
operation shall not be more than the following guarantee
value:
A-weighted Sound Levels dBA
---
Forward and Aft NOMINAL: 85 dBA
Cargo Doors TOLERANCE: +3 dBA
GUARANTEE: 88 dBA
Passenger Entry Doors NOMINAL: 81 dBA
(left side) TOLERANCE: +3 dBA
GUARANTEE: 84 dBA
Underwing Fueling NOMINAL: 85 dBA
Locations TOLERANCE: +3 dBA
GUARANTEE: 88 dBA
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6 FUEL CAPACITY
The FAA approved usable fuel tank capacity shall not be less
than the following guarantee value:
NOMINAL: 6,875 U.S. Gallons
TOLERANCE: -36 U.S. Gallons
GUARANTEE: 6,839 U.S. Gallons
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8 AIRCRAFT CONFIGURATION
8.1 The guarantees contained in this Attachment are based on the
Aircraft configuration as defined in the original release of
Detail Specification D6-38808-69 (hereinafter referred to as
the Detail Specification). Appropriate adjustment shall be
made for changes in such Detail Specification approved by the
Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause changes to the flight performance, sound
levels, weight and balance, and/or loadability of the
Aircraft. Such adjustment shall be accounted for by Boeing in
its evidence of compliance with the guarantees.
8.2 The guarantee payload of Paragraph 2.6.2, and the specified
payloads of the Paragraph 2.6.1 and 2.6.3 block fuel
guarantees will be adjusted by Boeing for the effect of the
following on OEW and the Manufacturer's Empty Weight guarantee
of Section 3 and the Loadability guarantee of Section 4 will
be adjusted by Boeing for the following in its evidence of
compliance with the guarantees:
(1) Changes to the Detail Specification including Change
Requests, Master Changes, Change Orders, Optional Features or
any other changes mutually agreed upon between the
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Customer and Boeing or otherwise allowed by the Purchase
Agreement.
(2) The difference between the component weight allowances
given in Appendix IV of the Detail Specification and the
actual weights.
9 GUARANTEE CONDITIONS
9.1 All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified
variations therefrom; altitudes are pressure altitudes.
9.2 The FAA Regulations (FAR) referred to in this Attachment are,
unless otherwise specified, defined to be the 737-500
Certification Basis regulations specified in the Type
Certificate Data Sheet A16WE, Revision 16, dated February 12,
1990 except where superseded by the NPRM 93-8 proposal, dated
July 8, 1993.
9.3 In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of any
such law, governmental regulation or requirement that affects
the certification basis for the Aircraft as described in
Paragraph 9.2, and as a result thereof, a change is made to
the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in
this Attachment shall be appropriately modified to reflect any
such change.
9.4 The takeoff and landing guarantees, and the takeoff portion of
the mission guarantees are based on hard surface, level and
dry runways with no wind or obstacles, no clearway or stopway,
225 mph H44.5" x 16.5"-21" tires, with anti-skid operative,
and with the Aircraft center of gravity at the most forward
limit unless otherwise specified. The takeoff performance and
the approach and landing climb limited weight are based on no
engine bleed for air conditioning or thermal anti-icing and
the Auxiliary Power Unit (APU) turned off. The improved climb
performance procedure will be used for takeoff as
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required. The landing performance is based on the use of
automatic spoilers.
9.5 The speed, altitude capability and horizontal driftdown
distance guarantees, and the climb, cruise and descent
portions of the mission guarantees include allowances for
normal power extraction and engine bleed for normal operation
of the air conditioning system. Normal electrical power
extraction shall be defined as not less than a 50 kilowatts
total electrical load. Normal operation of the air
conditioning system shall be defined as pack switches in the
"Auto" position, the temperature control switches in the
"Auto" position that results in a nominal cabin temperature of
75(degree)F, and all air conditioning systems operating
normally. This operation allows a maximum cabin pressure
differential of 8.35 pounds per square inch at higher
altitudes, with a nominal Aircraft cabin ventilation rate of
3,300 cubic feet per minute including passenger cabin
recirculation (nominal recirculation is 47 percent). The APU
is turned off unless otherwise specified.
9.6 The speed, altitude capability and horizontal driftdown
distance guarantees, and the climb, cruise and descent
portions of the mission guarantees are based on H44.5" x
16.5"-21" tires and an Aircraft center of gravity location, as
determined by Boeing, not to be aft of 28 percent of the mean
aerodynamic chord.
9.7 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel density
of 6.70 pounds per U.S. gallon.
9.8 Sound pressure levels are measured in decibels (dB) referred
to the standard reference pressure of 20 micro Pascals.
Overall sound pressure level (OASPL) is defined to be the
sound pressure level for the frequency range from 45 to 11,200
Hz. Speech interference level (SIL) is defined to be the
arithmetic average of the sound
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pressure levels in the three octave bands with center
frequencies at 1,000, 2,000 and 4,000 Hz. A-weighted sound
level (dBA) is as defined in American National Standards
Association S1.4-1983 for the frequency range from 45 to
11,200 Hz.
9.9 The guarantee for interior sound levels in flight pertains to
normal operation of an Aircraft in cruise during straight and
level flight at an altitude of 35,000 ft and 0.78 Mach number.
The Aircraft shall have a complete interior installation
including standard thermal / acoustic insulation, all lining
and partition panels, a full shipset of fabric upholstered
seats and floor covering in the passenger cabin. The interior
configuration is defined in LOPS-378-0430. The procedures used
for the measurement of interior sound levels shall be
equivalent to those in SAE ARP 1323.
9.10 The guarantee for ramp sound levels pertains to a parked
Aircraft during in-service turn around with the APU, all
environmental control system packs, environmental control
system recirculation fans and the electronic equipment cooling
fans operating and with the main propulsion engines not
operating. The guarantees pertain to APU and environmental
control system operation at an outside ambient temperature of
25 degrees C. The procedures used for the measurement of ramp
sound levels shall be equivalent to those in SAE ARP 1307.
9.11 Fuel tank capacity measurements are based on a nominal
Aircraft attitude of 1.14 degrees nose down pitch and zero
degrees roll.
9.12 The Operation at LaGuardia guarantee is based on no
degradation in strength from the current characteristics of
the critical LaGuardia taxiway and runway.
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10 GUARANTEE COMPLIANCE
10.1 Compliance with the guarantees of Sections 2, 3, 4, 5, 6, and
7 shall be based on the conditions specified in those
sections, the Aircraft configuration of Section 8 and the
guarantee conditions of Section 9.
10.2 Compliance with the takeoff guarantee, the buffet onset
portion of the altitude capability guarantee, the takeoff
portion of the mission guarantees, the community sound level
guarantees, and fuel capacity guarantee shall be based on the
FAA approved Airplane Flight Manual for the Model 737-800.
10.3 Compliance with the takeoff guarantee and the takeoff portion
of the mission guarantee shall not be contingent upon
acceptance of a Change Request, Master Change, Change Order,
or other changes to allow operation at an alternate forward
center of gravity limit.
10.4 Compliance with the landing guarantee will be demonstrated by
calculation of segment performance based on flight and ground
test data obtained on an airplane configuration similar to
that defined by the Detail Specification.
10.5 Compliance with the speed, altitude capability and horizontal
driftdown distance guarantees, and with the climb, cruise and
descent portions of the mission guarantees shall be
established by calculations based on flight test data obtained
from an aircraft in a configuration similar to that defined by
the Detail Specification.
10.6 Compliance with the crosswind guarantee of Paragraph 2.3 shall
be based on the FAA approved Airplane Flight Manual for the
Model 737-800 and shall be contingent upon the necessary
atmospheric conditions being available during the
certification flight test program, or subsequent crosswind
test program, if required. At initial delivery, the certified
crosswind component shall not be less than 20 knots.
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10.7 The OEW used for compliance with the mission guarantees shall
be the actual MEW plus the Standard and Operational Items
Allowance in Paragraph 3-60-00 of the Detail Specification.
10.8 Compliance with the Manufacturer's Empty Weight guarantee and
the Loadabilty guarantee shall be based on information in the
"Weight and Balance Control and Loading Manual - Aircraft
Report."
10.9 The data derived from tests shall be adjusted as required by
conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
10.10 Compliance with the single event noise exposure level
guarantees of Paragraphs 5.2.1, 5.2.2, and 5.2.3 will be by
calculations made by Boeing using standard engineering
practices with noise information measured by Boeing using the
Model 737-700 with CFM56-7B (SAC) engines. The noise
calculation process will be as follows:
10.10.1 Noise (dBA) time histories for a range of brake release gross
weights (BRGW) for the model 737-800 with CFM56-7B26 (SAC)
engines will be calculated by combining full power takeoff and
cutback dBA time histories from noise data measured at the
noise certification test of May 1997. Adjustments will be
appropriate to simulate the takeoff procedure described in
Paragraph 5.2.4. These dBA time histories will then be
integrated as described in CALIFORNIA NOISE STANDARDS
(California Administrative Code, Title 21, Chapter 2.5,
Sub-Chapter 6, effective January 1, 1986, Division of
Aeronautics (Department of Transportation)), except that the
threshold noise level will be 65 dBA as used at SNA for noise
monitors M1 and M2 to calculate SENEL at each BRGW.
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10.10.2 Curve fits of SENEL vs. BRGW will then be developed for noise
monitors M1 and M2, using the data derived in Paragraph
10.10.1
10.10.3 The SENEL versus BRGW curve fit of Paragraph 10.10.2 will then
be entered at the noise limits of 92.5, 94.0, and 101.5 dB,
respectively, to determine weights that correspond to the
calculated capability of the Aircraft. These weights will be
compared to the respective guarantee weights of Paragraphs
5.2.1, 5.2.2, and 5.2.3 to determine compliance with those
guarantees.
10.10.4 A document will be prepared by Boeing to show compliance with
the single event noise exposure level guarantees of Paragraph
5.2.
10.10.5 The following compliance condition applies to Paragraphs
5.2.1, 5.2.2, and 5.2.3:
If the guarantee weights are not met, Boeing and the Customer
will work together to improve the weight capability (no
financial penalty will be levied).
10.11 Compliance with the guarantees for interior sound levels in
flight and ramp sound levels shall be demonstrated by reports
based on a sound level survey on the Customer's Aircraft, a
production 737-800 aircraft or on another aircraft
acoustically similar to the Customer's Aircraft, whichever is
available as determined by Boeing. These sound levels shall be
adjusted for sound level increases resulting from Customer
Furnished Equipment, Boeing Purchased Equipment and from
changes to the Detail Specification approved by the Customer
and Boeing or otherwise allowed by the Purchase Agreement.
10.12 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
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[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Aircraft center of gravity control and taxi speed limitations
may be used to meet the above maximum taxi weights. In
addition, these commitments are conditioned on no degradation
in strength from the current characteristics of the critical
LaGuardia taxiway and runway.
10.13 Compliance shall be based on the performance of the airframe
and engines in combination, and shall not be contingent on the
engine meeting its manufacturer's performance specification.
11 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are
those set forth in this Attachment.
P.A. 1977
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6-1162-AKP-077
American Airlines, Inc.
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▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737-823 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. 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
P.A. No. 1977
350
American Airlines, Inc.
6-1162-AKP-077 Page 2
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------
Its Attorney-In-Fact
---------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------------
AMERICAN AIRLINES, INC.
By
---------------------------------
Its
---------------------------------
Attachments
P.A. No. 1977
351
Attachment A to
6-1162-AKP-077
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
352
Attachment B to
6-1162-AKP-077
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
353
6-1162-AKP-078
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing
Company and American Airlines, Inc. relating to Model
737-823 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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
P.A. No. 1977
354
American Airlines,Inc.
6-1162-AKP-078 Page 2
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------
Its Attorney-In-Fact
---------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------
AMERICAN AIRLINES, INC.
By
-----------------------------
Its
---------------------------
P.A. No. 1977
355
6-1162-AKP-079
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Escalation Sharing
Reference: Purchase Agreement No. 1977 between The Boeing
Company and American Airlines, Inc. relating to Model
737-823 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
1. Commitment.
Boeing agrees to share one-half of the Escalation Adjustment to the
Airframe Price and the Optional Features Price of each Aircraft which is
attributable to each of the years 1997 and 1998, as more fully set forth in this
Letter Agreement; provided, however, in no event will Boeing's share of such
Escalation Adjustment exceed three percent (3%) for each such year.
All escalation calculations under this Letter Agreement will be made in
accordance with the Airframe Escalation Adjustment Document, using actual
escalation indices published for the applicable period.
2. Computation of 1997 Escalation Factors.
For purposes of determining the Escalation Sharing Factor ("ESF")
applicable to each Aircraft pursuant to Section 4 of this Letter Agreement, a
1997 Unadjusted Escalation Factor and a 1997 Adjusted Escalation Factor will be
determined in accordance with Sections 2.1 and 2.2 below.
P.A. No. 1977
356
American Airlines, Inc.
6-1162-AKP-079 Page 2
2.1 1997 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula will be the 1997
Unadjusted Escalation Factor ("UEF(97)"):
UEF(97) = (LM(97)/LM(96)) - 1
where:
LM(97) = the sum of the "L" factor and the "M" factor, in each case
computed in accordance with the Airframe Escalation Adjustment
Document using a notional delivery month of December 1997
LM(96) = 1.0507 (which is the sum of the "L" factor and the "M" factor,
in each case computed in accordance with the Airframe Escalation
Adjustment Document using a notional delivery month of December
1996)
2.2 1997 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth in (a) or (b)
below, as applicable, will be the 1997 Adjusted Escalation Factor ("AEF(97)"):
a) If the UEF(97) factor determined pursuant to Section 2.1 is
greater than six percent (0.06), then the 1997 Adjusted Escalation Factor will
be determined in accordance with the following formula:
AEF(97) = (LM(97)/LM(96)) - .03
b) If the UEF(97) factor determined pursuant to Section 2.1 is less
than or equal to six percent (0.06), then the 1997 Adjusted Escalation Factor
will be determined in accordance with the following formula:
AEF(97) = (((LM(97)/LM(96)) - 1) / 2) + 1
3. Computation of 1998 Escalation Factors.
For purposes of determining the ESF applicable to each Aircraft pursuant
to Article 4 of this Letter Agreement, a 1998 Unadjusted Escalation Factor and a
1998 Adjusted Escalation Factor will be determined in accordance with Sections
3.1 and 3.2 below.
P.A. No. 1977
357
American Airlines, Inc.
6-1162-AKP-079 Page 3
3.1 1998 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula will be
the 1998 Unadjusted Escalation Factor ("UEF(98)"):
UEF(98) = (LM(n)/LM(97)) - 1
where:
LM(n) = the sum of the "L" factor and the "M" factor, in each
case computed in accordance with the Airframe
Escalation Adjustment Document using (i) in the case
of an Aircraft delivered in 1998, the Scheduled
Delivery Month of the applicable Aircraft, or (ii) in
the case of an Aircraft delivered in any year after
1998, a notional delivery month of December 1998
3.2 1998 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth in (a)
or (b) below, as applicable, will be the 1998 Adjusted Escalation Factor
("AEF(98)"):
a) If the UEF(98) factor determined pursuant to Section 3.1
is greater than six percent (0.06), then the 1998 Adjusted Escalation Factor
will be determined in accordance with the following formula:
AEF(98) = (LM(n)/LM(97)) - .03
b) If the UEF(98) factor determined pursuant to Section 3.1
is less than or equal to six percent (0.06), then the 1998 Adjusted Escalation
Factor will be determined in accordance with the following formula:
AEF(98) = (((LM(n)/LM(97)) - 1) / 2) + 1
4. Credit Memoranda.
4.1 Aircraft Delivered in 1998.
If applicable, Boeing will issue to Customer a credit memorandum
with respect to each Aircraft delivered in 1998. The amount of each credit
memorandum will be determined in accordance with the following formula:
P.A. No. 1977
358
American Airlines, Inc.
6-1162-AKP-079 Page 4
CM(98) = [P(o) x LM(n)] - [P(o) x ESF]
where:
CM(98) = the dollar amount of the credit memorandum provided, however,
if as a result of the foregoing formula the CM98 factor is a
negative number, then the CM98 factor will be deemed to be zero
for all purposes
P(o) = the Airframe Price and the Optional Features price applicable
to the Aircraft
ESF = (LM(96)) x (AEF(97)) x (AEF(98)) (such factors being
determined pursuant to Sections 2.1, 2.2 and 3.2, respectively)
4.2 Aircraft Delivered in 1999 and thereafter.
Boeing will issue to Customer a credit memorandum with respect to each
Aircraft delivered in 1999 and each subsequent year. The amount of each such
credit memorandum will be determined in accordance with the following formula:
CM(esc) = CM(n) x (LM(x)/LM(98))
where:
CM(esc) = the dollar amount of the credit memorandum
CM(n) = [P(o) x LM(98)] - [P(o) x ESF]
where:
P(o)= the Airframe Price and the Optional Features Price applicable
to the Aircraft
LM(98)= the sum of the "L" factor and the "M" factor, in each case
computed in accordance with the Airframe Escalation
Adjustment Document using a notional delivery month of
December 1998
ESF= (LM(96)) x (AEF(97)) x (AEF(98)) (such factors being
determined pursuant to Sections 2.1, 2.2 and 3.2,
respectively)
P.A. No. 1977
359
American Airlines, Inc.
6-1162-AKP-079 Page 5
LMx= the sum of the "L" factor and the "M" factor, in each case
computed in accordance with the Airframe Escalation Adjustment
Document using the Scheduled Delivery Month of the applicable
Aircraft
4.3 Application of Credit Memoranda.
Each credit memorandum will be applied in lieu of cash payments
by Customer to pay in part the balance of the Aircraft Price due at the time of
delivery of the Aircraft with respect to which such credit memorandum was
issued.
5. Confidential Treatment.
Customer and Boeing understand that certain commercial and financial
information contained in this Letter Agreement are considered by Boeing and
Customer as confidential. Customer and Boeing agree that each will treat this
Letter Agreement and the information contained herein as confidential and will
not, without the prior written consent of the other, disclose this Letter
Agreement or any information contained herein to any other person or entity,
except as provided in this Letter Agreement or the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
-------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------------
AMERICAN AIRLINES, INC.
By
-------------------------------
Its
------------------------------
P.A. No. 1977
360
6-1162-AKP-080
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Installation of Cabin Systems Equipment
Reference: Purchase Agreement No. 1977 between The Boeing
Company and American Airlines, Inc. relating to Model
737-823 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
Customer desires Boeing to install in the Aircraft the inflight entertainment
and cabin communications systems (IFE/CCS) described in Attachment A to this
Letter Agreement.
Because of the complexity of the IFE/CCS, special attention and additional
resources will be required during the development, integration, certification,
and manufacture of the Aircraft to achieve proper operation of the IFE/CCS at
the time of delivery of the Aircraft. To assist Customer, Boeing will perform
the functions of project manager (the Project Manager) as set forth in
Attachment B.
1. Responsibilities.
1.1 Customer's responsibilities:
1.1.1 Provide Customer's IFE/CCS system requirements to Boeing;
1.1.2 Select the IFE/CCS suppliers (Vendors) from among those
suppliers identified in the Change Requests listed in Attachment A to this
Letter Agreement (Customer has selected such Vendors as of the date of this
Letter Agreement);
P.A. No. 1977
361
American Airlines, Inc.
6-1162-AKP-080 Page 2
1.1.3 Promptly after selecting Vendors, participate with Boeing in
meetings with Vendors to ensure that Vendor's functional system specifications
meet Customer's and Boeing's respective requirements;
1.1.4 Select Vendor part numbers and provide such part numbers to
Boeing by as soon as reasonably possible following Vendor selection (Customer
has selected such part numbers as of the date of this Letter Agreement);
1.1.5 Negotiate and obtain agreements on product assurance,
product support following Aircraft delivery (including spares support), and any
other terms desirable to Customer in its own discretion directly with Vendors;
1.1.6 Provide pricing information for part numbers selected above
to Boeing by a mutually selected date;
1.1.7 Negotiate and obtain agreements with any required service
providers; and
1.1.8 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] include in Customer's contract with any seat supplier a condition
obligating such seat supplier to enter into and comply with a Boeing approved
bonded stores agreement. This bonded stores agreement (in form and substance
reasonably satisfactory to Boeing) will set forth the procedures concerning the
use, handling and storage for the Boeing owned IFE/CCS equipment during the time
such equipment is under the seat supplier's control.
1.2 Boeing will in a timely manner:
1.2.1 Responsibly perform the functions of Project Manager in
accordance with the terms of this Letter Agreement and Attachment B;
1.2.2 Provide Aircraft interface requirements to Vendors as
specified in Boeing Document D6-36440, "Standard Cabin Systems Requirements
Document" (SCSRD) and as specified in Section 3.A of Attachment B;
1.2.3 Assist Vendors in the development of their IFE/CCS system
specifications and approve such specifications;
P.A. No. 1977
362
American Airlines, Inc.
6-1162-AKP-080 Page 3
1.2.4 Negotiate terms and conditions (except for price, product
assurance, product support following Aircraft delivery and any other terms
desirable to Customer in its own discretion) and enter into contracts with
Vendors and manage such contracts for the IFE/CCS;
1.2.5 Coordinate the resolution of technical issues with Vendors;
1.2.6 Ensure that at time of Aircraft delivery the IFE/CCS
configuration and functionality meets the requirements of the Detail
Specification including all Change Requests contained in Attachment A to this
Letter Agreement as such Attachment A may be amended from time to time;
1.2.7 Prior to or at delivery of the applicable Aircraft, obtain
FAA certification of the Aircraft with the IFE/CCS installed therein, including
the Systems Software identified in Section 2.1 of this Letter Agreement; and
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2. Software.
IFE/CCS systems may contain software of the following two types:
2.1 The software required to operate and certify the IFE/CCS
systems on the Aircraft is the Systems Software and it is considered a part of
the IFE/CCS for purposes of this Letter Agreement.
2.2 The software accessible to the Aircraft passengers and cabin
crews which controls Customer's specified optional features is Customer's
Software and it is not a part of the IFE/CCS for purposes of this Letter
Agreement.
2.2.1 Customer is solely responsible for specifying Customer's
Software functional and performance requirements and ensuring that Customer's
Software meets such requirements. Customer and Customer's Software supplier will
have total responsibility for the writing, certification, modification,
revision, or correction of any of Customer's Software. Boeing will not perform
the functions and obligations described in Section 1.2 above, nor the Project
Manager's functions described in Attachment B, for Customer's Software.
P.A. No. 1977
363
American Airlines, Inc.
6-1162-AKP-080 Page 4
2.2.2 The omission of any Customer's Software or the lack of any
functionality of Customer's Software will not be a valid condition for
Customer's rejection of the Aircraft at the time of Aircraft delivery.
2.2.3 Boeing has no obligation to approve any documentation to
support Customer's Software certification. Notwithstanding the preceding
sentence, Boeing will, however, only review and operate Customer's Software if
in Boeing's reasonable opinion such review and operation is necessary to certify
the IFE/CCS system on the Aircraft.
2.2.4 Boeing will not be responsible for obtaining FAA
certification for Customer's Software.
3. Changes.
3.1 After Boeing and Vendor have entered into a contract for the purchase
of the IFE/CCS, changes to such contract may only be made by Boeing; provided,
however, that such changes will be made with the prior consent of Customer.
Notwithstanding the foregoing, Customer may request changes at any time. Any
such Customer request for changes to the IFE/CCS specification after the
Boeing/Vendor contract has been signed must be made in writing directly to
Boeing. Boeing shall respond to such request by Customer in a timely manner. If
such change is technically feasible and Boeing has the resources and time to
incorporate such change, then Boeing shall negotiate with the Vendor to
incorporate such change into the contract for the IFE/CCS. Any Vendor price
increase resulting from such a change will be negotiated between Customer and
Vendor.
3.2 Boeing and Customer recognize that the developmental nature of the
IFE/CCS may require changes to the IFE/CCS or the Aircraft in order to ensure
(i) compatibility of the IFE/CCS with the Aircraft and all other Aircraft
systems, and (ii) FAA certification of the Aircraft with the IFE/CCS installed
therein. In such event Boeing will notify Customer and recommend to Customer the
most practical means for incorporating any such change. If within 15 days (or
such longer period of time as may be mutually agreed in writing) after such
notification Customer and Boeing through negotiations cannot mutually agree on
the incorporation of any such change or alternate course of action, then the
remedies available to Boeing in Section 5 shall apply.
3.3 The incorporation into the Aircraft of any mutually agreed change to
the IFE/CCS may result in Boeing adjusting the price of the Change Request
contained in Attachment A to this Letter Agreement.
P.A. No. 1977
364
American Airlines, Inc.
6-1162-AKP-080 Page 5
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3.5 Boeing's obligation to obtain FAA certification of the Aircraft
with the IFE/CCS installed is limited to the IFE/CCS as described in Attachment
A, as Attachment A may be amended from time to time.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
4. Exhibits B and C to the AGTA.
IFE/CCS is deemed to be BFE for the purposes of the Product Assurance
Document and the Customer Support Document.
5. Remedies.
5.1 If Customer does not comply with any of its material obligations
set forth herein, Boeing will provide to Customer written notice of such
non-compliance and in the event Customer has not cured such non-compliance by
the date of compliance (which shall be a reasonable period of time in Boeing's
reasonable judgment) provided in such notice, then Boeing may:
5.1.1 to the extent that such delay is attributable to such
non-compliance, take the following steps:
5.1.1.1 delay delivery of the Aircraft pursuant to
the provisions of Article 7, "Excusable Delay", of the AGTA; or
5.1.1.2 deliver the Aircraft without part or all of
the IFE/CCS installed, or with part or all of the IFE/CCS inoperative
(notwithstanding the provisions of Section 3.1 of the AGTA and even though such
IFE/CCS is required in order to obtain certification of such Aircraft in
accordance with such provisions), in either event Boeing shall be relieved of
all obligations to install or certify such IFE/CCS; and
5.1.2 also increase the Aircraft Price by the amount of
Boeing's additional costs to the extent attributable to such noncompliance
(except such cost increase shall not include any such costs Boeing has recovered
from any Vendors involved), provided, however, Boeing will use best reasonable
efforts to mitigate such costs. Notwithstanding the preceding sentence, Boeing
has no obligation to recover costs from Vendors.
P.A. No. 1977
365
American Airlines, Inc.
6-1162-AKP-080 Page 6
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. Advance Payments.
6.1 An estimated price for the IFE/CCS purchased by Boeing will be
included in the Aircraft Advance Payment Base Price to establish the Advance
Payments for each Aircraft.
6.2 The Aircraft Price will include the actual IFE/CCS prices and any
associated transportation costs charged Boeing by Vendors.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. Customer's Indemnification of Boeing.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
366
American Airlines, Inc.
6-1162-AKP-080 Page 7
9. 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 in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------
Its Attorney-In-Fact
----------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------
AMERICAN AIRLINES, INC.
By
----------------------------
Its
---------------------------
Attachments
P.A. No. 1977
367
Attachment A to
6-1162-AKP-080 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
368
Attachment B to
6-1162-AKP-080 Page 1
ATTACHMENT B
PROJECT MANAGER
This Attachment B describes the functions that Boeing will perform as Project
Manager to support (i) the development and integration of the IFE/CCS and (ii)
the FAA certification of the IFE/CCS when installed on the Aircraft.
1. Project Management.
Boeing will perform the following functions for the IFE/CCS. Boeing will
have authority to make day-to-day management decisions, and decisions on
technical details which in Boeing's reasonable opinion do not significantly
affect form, fit, function, cost or aesthetics. Boeing will be responsible for:
A. Managing the development of all program schedules;
B. Evaluating and approving Vendor's program management and
developmental plans;
C. Defining program metrics and status requirements;
D. Scheduling and conducting (including notifying Customer of) (i)
program status reviews and (ii) meetings to discuss any changes,
at intervals mutually agreed to by Boeing and Customer. Customer
will have the right to attend such status meetings between Boeing
and Vendor regarding the Aircraft;
E. Scheduling and conducting design and schedule reviews with
Customer and Vendors;
F. Monitoring compliance with schedules;
G. Evaluating and approving any recovery plans or plan revisions
which may be required of either Vendors or Customer;
H. Leading the development of a joint IFE/CCS project management plan
(the Program Plan) and;
I. Managing the joint development of the System Specification.
P.A. No. 1977
369
Attachment B to
6-1162-AKP-080 Page 2
2. System Integration.
Boeing's performance as Project Manager will include the functions of
systems integrator (Systems Integrator). As Systems Integrator Boeing will
perform the following functions:
A. As required, assist Vendors in defining their system
specifications for the IFE/CCS, approve such specifications and
develop an overall system functional specification;
B. Coordinate Boeing, Customer and Vendor teams to ensure sufficient
Vendor and Vendor sub system testing and an overall cabin system
acceptance test are included in the Program Plan; and
C. Organize and conduct technical coordination meetings with Customer
and Vendors to review responsibilities, functionality, Aircraft
installation requirements and overall program schedule, direction
and progress.
3. Seat Integration.
A. Boeing will coordinate the interface requirements between seat
suppliers and Vendors. Interface requirements are defined in
Boeing Document Nos. D6-36230, "Passenger Seat Design and
Installation"; D6-36238, "Passenger Seat Structural Design and
Interface Criteria"; D222W232, "Seat Wiring and Control
Requirements"; and D222W013-4, "Seat Assembly Functional Test
Plan".
B. The Vendors will be required to coordinate integration testing and
provide seat assembly functional test procedures for seat
electronic parts to seat suppliers and Boeing, as determined by
Boeing.
C. The Vendors will assist the seat suppliers in the preparation of
seat assembly functional test plans.
P.A. No. 1977
370
6-1162-AKP-081
American Airlines, Inc.
P.O. Box 619616
Dallas-Ft. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company
and American Airlines, Inc. relating to Model 737-823
Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
SECTION 7.5. CONFIDENTIAL TREATMENT. Customer and Boeing understand
that the information contained in this Letter Agreement and the information
provided pursuant to this Letter Agreement is considered by Boeing and Customer
as confidential. Customer and Boeing agree that each will treat this Letter
Agreement, the information contained herein, and all information provided
pursuant to this Letter Agreement as confidential and will not, without the
prior written consent of the other, disclose this Letter Agreement, any
information contained herein, or any information provided pursuant to this
Letter Agreement to any other person or entity, except as provided in this
Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
371
APPENDIX 1 to
6-1162-AKP-081
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
372
APPENDIX 2 to
6-1162-AKP-081
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
373
APPENDIX 3 to
6-1162-AKP-081
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
374
APPENDIX 3-A to
6-1162-AKP-081
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
375
6-1162-AKP-082
American Airlines, Inc.
P. O. Box 619616
Dallas/Ft. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737 823 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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 in the applicable Purchase
Agreement.
P.A. No. 1977
376
American Airlines, Inc.
6-1162-AKP-082 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------
Its Attorney In Fact
----------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------
AMERICAN AIRLINES, INC.
By
-----------------------------------------
Its
----------------------------------------
P.A. No. 1977
377
6-1162-AKP-083
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737-823 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
7. Confidential Treatment.
Customer and Boeing understand that certain commercial and financial
information contained in this Letter Agreement and the information provided
pursuant hereto are considered by Boeing and Customer as confidential. Customer
and Boeing agree that each will treat this Letter Agreement, the information
contained herein and the information provided pursuant hereto as confidential
and will not, without the prior written consent of the other, disclose this
Letter Agreement, any information contained herein and the information provided
pursuant hereto to any other person or entity, except as provided in this Letter
Agreement or in the Purchase Agreement.
P.A. No. 1977
378
American Airlines, Inc.
6-1162-AKP-083 Page 2
Very truly yours,
THE BOEING COMPANY
By
---------------------------------------
Its Attorney-In-Fact
---------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------------
AMERICAN AIRLINES, INC.
By
---------------------------------------
Its
---------------------------------------
P.A. No. 1977
379
APPENDIX I to
6-1162-AKP-083
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
380
APPENDIX II to
6-1162-AKP-083
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
381
6-1162-AKP-084
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company
and American Airlines, Inc. relating to Model 737-823
Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
9. Confidential Treatment.
Customer and Boeing understand that the information contained in
this Letter Agreement and all information provided pursuant to this Letter
Agreement are considered by Boeing and Customer as confidential. Customer and
Boeing agree that each will treat this Letter Agreement, the information
contained herein, and all information provided pursuant to this Letter
Agreement as confidential and will not, without the prior written consent of
the other, disclose this Letter Agreement, any information contained herein, or
any information provided
P.A. No. 1977
382
American Airlines
6-1162-AKP-084 Page 2
pursuant to this Letter Agreement to any other person or entity, except as
provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
------------------------------------------
Its Attorney-In-Fact
-----------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
---------------------------------
AMERICAN AIRLINES, INC.
By
------------------------------------------
Its
-----------------------------------------
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment D: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment D-1: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
383
Attachment A to
6-1162-AKP-084
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
384
Attachment B to
6-1162-AKP-084
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
385
Attachment C to
6-1162-AKP-084
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
386
Attachment D to
6-1162-AKP-084
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. ▇▇. ▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇-▇ to
6-1162-AKP-084
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
388
6-1162-AKP-085
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Component Reliability Commitments for the 737
Reference: Purchase Agreement No. 1977 between The Boeing Company
and American Airlines, Inc. relating to Model 737-823
Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
1. Component Reliability Mean Time Between Unscheduled Removal (MTBUR)
and Mean Time Between Failure (MTBF) Program for Specified Components
Manufactured to Boeing's Detailed Design.
1.1 Scope.
1.1.1 Program Term.
The Component Reliability Mean Time Between Unscheduled
Removal (MTBUR) and Mean Time Between Failure (MTBF) Program as set forth
herein (the Program) will be, with respect to each Specified Component (as
hereinafter defined), in effect for a term of five (5) consecutive years after
delivery of the first Model 737-600, 737- 700 or 737-800 aircraft to any
customer in which the first of each such Specified Component is installed (the
Program Term). Except as otherwise provided herein, all provisions of the
Program and Boeing's obligations hereunder will terminate, with respect to each
Specified Component, at the end of the last day of the Program Term applicable
to each such Component.
P.A. No. 1977
389
American Airlines, Inc.
6-1162-AKP-085 Page 3
1.1.2 Covered Aircraft.
The Program will apply to any Specified Component
installed in any Aircraft operated by Customer (the Covered Aircraft) during
the Program Term.
1.2. Definitions.
For purposes of the Program, the following definitions will apply:
1.2.1 "BITE" means Built-In-Test Equipment.
1.2.2 "Chargeable Unscheduled Removal" for any
Specified Component means the removal of such Component from a Covered Aircraft
during any Reporting Period or Special Reporting Period for such Component due
to a known or suspected malfunction or defect, including a removal made in
response to BITE. However, the unscheduled removal of a Specified Component
will not constitute a Chargeable Unscheduled Removal in any of the following
events:
(a) The removal of the Specified Component
is caused by any operation, service or maintenance of such Component, the
Covered Aircraft or a system in which such Component is installed which is not
in accordance with Boeing's applicable written instructions, unless Customer
can establish that such operation, service or maintenance is in accordance with
recognized standards for commercial air carriers;
(b) The removal is for maintenance
convenience;
(c) The removal is for purposes of
condition analysis other than any removals that are determined to be otherwise
covered by this Letter Agreement;
(d) The removal is due to a cause which is
incidental to or a consequence of a failure of another part;
(e) Prior to such removal, a remedy for
the cause for such removal has been offered to Customer in writing by Boeing
and Customer has not accomplished such remedy within the time period set forth
in Section 1.6.1 herein; or
(f) The removal is caused by Customer's
failure to repair or replace all faulty component parts of the Specified
Component when performing service or maintenance on such Component.
P.A. No. 1977
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American Airlines, Inc.
6-1162-AKP-085 Page 3
1.2.3 "Customer's Fleet" or "Fleet" means all
Covered Aircraft operated by Customer during any Reporting Period or Special
Reporting Period.
1.2.4 "Fleet Achieved MTBF" or "Fleet Achieved
MTBUR" for any Specified Component during any Reporting Period or Special
Reporting Period for such Component is the value obtained by use of the
following formula:
Fleet Achieved MTBF = Fleet Component Hours
or Fleet Verified Failures or
Fleet Achieved MTBUR Fleet Unscheduled
Removals, respectively
1.2.5 "Fleet Component Hours" for any Specified
Component are the total Fleet flying hours (Covered Aircraft takeoff to
touchdown) during any Reporting Period or Special Reporting Period for such
Component multiplied by the number of such Components per Covered Aircraft.
1.2.6 "Fleet Verified Failures" or "Fleet
Unscheduled Removals" for any Specified Component are the total number of
Verified Failures or Chargeable Unscheduled Removals, respectively, of such
Component experienced by a Fleet during any Reporting Period or Special
Reporting Period for such Component.
1.2.7 "MTBF Deficiency" or "MTBUR Deficiency" for
any Specified Component occurs when, for any Reporting Period for such
Component, four (4) or more Verified Failures or four (4) or more Chargeable
Unscheduled Removals are experienced and the Fleet Achieved MTBF or Fleet
Achieved MTBUR for such Reporting Period is less than the "Target Critical
Value" with respect to such Component, as determined by the procedure in
Section 1.7 herein.
1.2.8 "Special MTBF Deficiency" or "Special MTBUR
Deficiency" for any Specified Component occurs when, for any Special Reporting
Period for such Component, three (3) or more Verified Failures or Chargeable
Unscheduled Removals are experienced and Fleet Achieved MTBF or Fleet Achieved
MTBUR for such Component during such Special Reporting Period does not exceed
50% percent of the MTBF or MTBUR Target for such Component.
1.2.9 "MTBUR Target" or "MTBF Target" for any
Specified Component will be the applicable value specified for such Component
in Section 1.9 herein.
P.A. No. 1977
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American Airlines, Inc.
6-1162-AKP-085 Page 4
1.2.10 "Reporting Period" for each Specified
Component in a Fleet will be the number of consecutive months, including the
month immediately preceding the month of any report furnished by Customer
hereunder, during which at least four (4) Verified Failures or Chargeable
Unscheduled Removals have occurred. The initial Reporting Period will commence
on the first day of the first full calendar month following the date Customer's
first Covered Aircraft is delivered.
1.2.11 "Special Reporting Period" for each
Specified Component in a Fleet will be the number of consecutive months,
including the month immediately preceding the month of any report furnished by
Customer hereunder, wherein (i) at least three (3) Verified Failures or
Chargeable Unscheduled Removals of such Component occur and (ii) no more than
three (3) Covered Aircraft are operated by Customer during such period.
1.2.12 "Specified Component" or "Component" means
any part identified in Section 1.9 herein or any later configurations thereof
installed on a Covered Aircraft or sold by Boeing to Customer as a spare part
during the Program Term.
1.2.13 "Turnaround-Time" for each Specified
Component during any Reporting Period or Special Reporting Period is the
average time in calendar days consumed in the receiving, inspection, test,
repair, modification, replacement, packaging and shipping preparation necessary
to confirm or restore the serviceability of all such Components experiencing a
Chargeable Unscheduled Removal or Verified Failure which are removed and
processed during such Reporting Period or Special Reporting Period. Specific
Turnaround-Time periods are defined as follows:
(a) For Specified Components processed by
Boeing, the Turnaround-Time will start on the date on which both the Component
and Customer's return order or claim pertaining to such Component have been
received by Boeing and will end on the date the serviceable or replacement
Component is shipped by Boeing to Customer (which shall be fifteen (15)
calendar days), plus a maximum of five (5) days transportation time for return
shipment from Boeing to Customer. Boeing will use the most expeditious method
of transportation, including air shipment, to the maximum extent practicable.
(b) For Specified Components processed by
Customer, the average Turnaround-Time will not exceed a period beginning with
the date of removal of the Specified Component and ending fifteen (15) calendar
days after such date, unless a longer period is (i) justified due to a delay by
Boeing in providing parts required to repair or modify such Specified
Components or (ii) established by agreement between Boeing and Customer.
P.A. No. 1977
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American Airlines, Inc.
6-1162-AKP-085 Page 5
1.2.14 "Verified Failure" for any Specified
Component means an unscheduled removal of such Component from a Fleet during
any Reporting Period or Special Reporting Period due to a failure in such
Component where such failure is the primary cause for removal and is
subsequently confirmed by Boeing's approved shop test, investigative processes,
inspection findings or BITE failure confirmation records. However, the
unscheduled removal of a Specified Component due to a failure of such Component
will not constitute a "Verified Failure" in any of the following events:
(a) The failure of such Specified
Component is caused by any operation, service or maintenance of such Component,
the Covered Aircraft or a system in which such Component is installed which is
not in accordance with Boeing's applicable written instructions, unless
Customer can establish that such operation, service, maintenance or overhaul is
in accordance with recognized standards for commercial air carriers;
(b) The failure of the Specified Component
is due to a cause which is incidental to or a consequence of a failure of
another part;
(c) Prior to such failure a remedy for
such failure has been offered to Customer and Customer has not accomplished
such remedy within the time period set forth in Section 1.6.1 herein; or
(d) The failure is caused by Customer's
failure to repair or replace all faulty or discrepant component parts of the
Specified Component when performing service or maintenance on such Component.
1.3 Remedies.
1.3.1 If Customer notifies Boeing within one
hundred twenty (120) days after completion of the most recent Reporting Period
or Special Reporting Period with respect to any Specified Component that an
MTBUR Deficiency or an MTBF Deficiency exists or that a Special MTBUR
Deficiency or Special MTBF Deficiency for such Specified Component for such
Period exists, then Boeing will:
(a) Upon Customer's request, promptly
provide technical assistance and recommendations to Customer of the type and
extent which Boeing determines in its reasonable opinion is appropriate for
correcting such Deficiency;
(b) Promptly investigate the circumstances
and possible causes of any such Deficiency, and, if such investigation
indicates a design review is appropriate, promptly initiate a review of the
design of such Component and, if redesign is practicable, promptly redesign
such Component. If
P.A. No. 1977
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American Airlines, Inc.
6-1162-AKP-085 Page 6
such redesign requires modification of deficient Specified Components, Boeing
will promptly either (i) modify such deficient Components at no charge to
Customer or (ii) provide retrofit kits required to accomplish such modification
at no-charge to Customer and reimburse Customer for the direct labor costs to
incorporate such retrofit kits. Boeing's reimbursement amount will not exceed
Boeing's reasonable estimate of the labor hours required therefor by Customer,
using the warranty labor reimbursement agreement then in effect between Boeing
and Customer; and
(c) Upon Customer's request, promptly
provide to Customer on a no-charge loan basis the quantity of additional spare
Specified Components, or component systems of, determined by the formula set
forth in Section 1.8 herein. Such spare Specified Component(s) will be in a
new or used-serviceable condition.
1.3.2 Upon receipt of each subsequent monthly
report submitted by Customer pursuant to Section 1.5.2 herein, Boeing will
monitor the Fleet Achieved MTBUR and/or Fleet Achieved MTBF with respect to the
deficient Specified Component and, depending on the reliability performance of
such Component, either (i) if a Deficiency continues to exist, and at
Customer's request, promptly furnish any additional spare Component(s)
available to Customer under the terms of the Program or (ii) if a Deficiency no
longer exists and subject to separate agreement between Customer and Boeing,
Boeing will:
(a) sell such loaned spare Component(s) to
Customer as additional follow-on spare parts, and/or
(b) arrange for the incorporation of such
loaned spare Component(s) in one or more of Customer's follow-on Aircraft.
If Customer and Boeing cannot reach agreement on either alternative
1.3.2(a) or 1.3.2(b) above, Customer will be responsible for the return
promptly after notice from Boeing to Customer of such failure to agree to
Boeing of any spare Component(s) loaned hereunder.
1.4 Extended Remedies.
Notwithstanding the expiration of the Program Term for any
Specified Component, if an MTBUR Deficiency, Special MTBUR Deficiency, MTBF
Deficiency or Special MTBF Deficiency exists with regard to such Specified
Component on such expiration date, and Customer notifies Boeing of such
Deficiency within one hundred twenty (120) days after such date, Boeing will
either:
P.A. No. 1977
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1.4.1 Extend the Program for such Specified
Component until such Deficiency is corrected, in which case the provisions of
Section 1.3 herein will remain in full force and effect with respect to such
Specified Component, or
1.4.2 Negotiate in good faith with Customer to
reach a mutually agreeable settlement regarding such Deficiency.
1.5 Administrative Requirements.
1.5.1 If no MTBUR Deficiency, Special MTBUR
Deficiency, MTBF Deficiency or Special MTBF Deficiency exists with respect to a
Specified Component for any Reporting Period, or, if applicable, Special
Reporting Period, no reports need be filed. If a Deficiency is being claimed,
the reports identified in Section 1.5.2 below covering the Reporting Period or
Special Reporting Period during which such Deficiency occurred will accompany
such claim.
1.5.2 After such a Deficiency has been claimed or
when any remedies, as set forth in Section 1.3 herein, are being provided to
Customer, Customer will provide monthly reports to Boeing. Such reports will
include the calculation of the Fleet Achieved MTBUR or Fleet Achieved MTBF for
the most recently completed Reporting Period or, if applicable, Special
Reporting Period (which will include the same number of months in the Reporting
Period or Special Reporting Period initially selected by Customer pursuant to
Section 1.2.10 or 1.2.11 herein for the Specified Component involved) and will
be submitted to Boeing within thirty (30) days after the last day of each
successive month.
1.5.3 Upon request, Customer will submit to
Boeing adequate proof that any removal of a Specified Component for a reason
claimed by Customer to constitute a Chargeable Unscheduled Removal or Verified
Failure does in fact constitute such Removal or such Failure. Customer will
afford Boeing a reasonable opportunity to investigate the cause of any claimed
Deficiency and will provide such additional information as is reasonably
necessary to monitor the Program or to investigate any claimed Deficiency.
Customer records supporting such reports and any additional pertinent
information related thereto will be maintained for a minimum of one (1) year
after submittal of the report or related information. All such records and any
other data in Customer's possession reasonably required for the proper
administration of the Program will, upon request, be made available at
Customer's facilities for examination by Boeing.
1.5.4 All reports submitted to Boeing will be
addressed to the attention of Boeing's Product Assurance Contracts Regional
Manager at Renton, Washington.
P.A. No. 1977
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1.6 Conditions and Limitations.
1.6.1 If, to improve the Fleet Achieved MTBUR or
Fleet Achieved MTBF for a Specified Component, Boeing provides service
bulletins, service letters or other written instructions (instructions) or
offers no-charge retrofit kits (kits) pertaining to such Component, Customer
will accomplish such instructions or install such kits within a period of three
hundred sixty-five (365) days after availability of such instructions or kits
at Customer's facility or such longer period as may be established by mutual
agreement between Boeing and Customer. In the event that Customer requests in
writing and extension beyond three hundred sixty-five (365) days, Boeing will
not unreasonably withhold its agreement to such an extension. If Customer does
not accomplish the instructions or install the kits within the time periods
indicated, all removals of Specified Components affected by such instructions
or kits which occur after expiration of such time periods and prior to
accomplishment by Customer of such instructions or kits on all affected
Specified Components in Customer's possession will be excluded from the
calculations which determine whether or not remedies are available under the
Program.
1.6.2 The Program is not a warranty or an
agreement to modify any Specified Component to conform to new developments in
the state of design or manufacturing art. Boeing's sole obligations under the
Program and Customer's sole remedy and relief for all matters arising under or
by virtue of the Program will be as set forth herein. This Section 1 and the
rights and remedies of Customer and obligations of Boeing herein are subject to
the disclaimer and release and Exclusion of Consequential and Other Damages
provisions of Part 2 of Exhibit C to the AGTA. Notwithstanding the preceding
sentence, this shall not impede or waive Customer's rights under the Product
Assurance Document.
1.7 Determination of Target Critical Values for MTBUR and
MTBF Targets.
1.7.1 Definitions.
R = number of Fleet Unscheduled Removals (for
MTBUR) or Fleet Verified Failures (for
MTBF) during Reporting Period.
M = applicable MTBUR Target or MTBF Target for
the Specified Component (as set forth in
Section 1.9 herein).
C = Critical Value Multiplier (determined using
the table below) which corresponds to the
value of "R" as defined above.
(Interpolation is to be used for values not
shown in the table below.)
P.A. No. 1977
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1.7.2 Target Critical Value Calculation.
The Target Critical Value (used to determine if an
MTBUR Deficiency or an MTBF Deficiency exists) for any Specified Component will
be calculated as follows:
Target Critical Value = CM
1.7.3 Table of Critical Value Multipliers.
R C R C
-- -- -- ---
4 .436 18 .712
5 .486 19 .719
6 .525 20 .726
7 .556 25 .754
8 .582 30 .776
9 .604 40 .803
10 .622 50 .824
11 .638 75 .855
12 .652 100 .874
13 .665 200 .911
14 .677 300 .926
15 .687 400 .935
16 .697 500 .943
17 .704 1000 or .946
more
Note: The table values are derived from the chi-square
confidence limits for the exponential distribution.
Each critical value multiplier is the reciprocal of a
90% one-sided upper confidence limit.
1.8 Additional Spare Specified Components Formula.
1.8.1 Definitions.
M = applicable MTBUR or MTBF Target for the
Specified Component
m = Fleet Achieved MTBUR or MTBF
P.A. No. 1977
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N = total number of installed Specified
Components, i.e, number of Covered Aircraft
operated during the Reporting Period or, if
applicable, Special Reporting Period times
the number of such Specified Components
installed per Covered Aircraft.
T = Turnaround-Time (in calendar days)
u = Average daily utilization (total actual
Fleet flying hours, takeoff to touchdown,
divided by total number of Fleet in-service
calendar days) during the latest Reporting
Period or, if applicable, Special Reporting
Period
The quantity of spare Specified Components (Q) to be offered pursuant to
Section 1.3.1(c) is:
Q = (T)(u)(N)(M-m)
-----
(Mm)
1.8.2 If Q is less than 1, then Customer will be
entitled to one (1) spare Specified Component. Any value of Q greater than 1
will be rounded to the nearest whole number.
1.9 Specified Components.
Qty.
Part Part Per MTBUR MTBF
Number Name A/C Target Target
------ ---- --- ------ ------
285A1010 Stall Management Computer/ 2 15,000 30,000
Yaw Damper (SMYD)
285A1200 Flap/Slat Electronics Unit (FSEU) 1 15,000 20,000
285A1300 Engine Accessory Unit (EAU) 1 15,000 30,000
285A1600 Proximity Switch Electronics Unit 1 15,000 20,000
(PSEU)
Note: The above listing may be subject to change based on the ongoing
design of the Aircraft systems in which the Specified Components
will be incorporated. Should change occur, a final listing will be
furnished Customer prior to delivery of the first Aircraft.
P.A. No. 1977
398
American Airlines, Inc.
6-1162-AKP-085 Page 11
2. Supplier Component Reliability Commitments.
2.1 Supplier MTBUR/MTBF Commitments.
Boeing has obtained component reliability commitments and, for
fault tolerant systems, system reliability commitments, enforceable by
Customer, from suppliers of certain systems, accessories, equipment and parts
as listed on Attachment A hereto which are selected and purchased by Boeing but
which are not manufactured to Boeing's detailed design and which will be
installed in the Aircraft at time of delivery (Supplier Commitments). These
commitments are based on the supplier's contractual targets for Mean Time
Between Unscheduled Removals (MTBUR) and Mean Time Between Failures (MTBF).
Boeing will furnish copies of such supplier MTBUR/MTBF commitment to Customer,
in Boeing Document No. D6-56115, "Supplier Product Support and Product
Assurance Document - All Boeing Model Airplanes," prior to delivery of the
first Aircraft.
2.2 Boeing Support of Supplier MTBUR/MTBF Commitment.
Customer will be responsible for submitting any reliability reports
directly to suppliers, however if any supplier defaults in the performance of
any material obligation with respect to the Supplier Commitments obtained by
Boeing pursuant to Section 2.1 above, then the terms and conditions set forth
in Section 1 of this Letter Agreement will apply with respect to the supplier
component involved, as if such component was a "Specified Component" (as
defined in Section 1.2.12 of such Section 1) provided by Boeing, except that:
2.2.1 Customer will, within three (3) months
after the occurrence of such default, submit to Boeing's Product Assurance
Contracts Regional Manager at Renton, Washington, reasonable proof that such
default has occurred.
2.2.2 The MTBUR and MTBF target values used will
be the target values specified in the Supplier Commitments obtained by Boeing
as described in Section 2.1 above.
2.2.3 Boeing will have the right to assign any or
all of its applicable obligations and liabilities with respect to Section 2.1
to any supplier that Boeing may select, provided that Boeing will remain
obligated, pursuant to this Section 2, to such applicable Section 1 provisions
in the event of any further default by any such supplier.
At Boeing's request, Customer will assign to Boeing, and Boeing will be
subrogated to, any of Customer's rights against such supplier as Boeing may
reasonably require to permit Boeing to seek remedies from such supplier
comparable to those provided by Boeing to Customer pursuant to such Section 1.
P.A. No. 1977
399
American Airlines, Inc.
6-1162-AKP-085 Page 12
3. 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 in the
Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1977
400
Attachment A to 6-1162-AKP-085
Page 1
------------------------------------------------------------------------------------------------------------------------------------
Nomenclature QPA Supplier Boeing P/N Supplier P/N MTBF Target MTBUR Target
------------------------------------------------------------------------------------------------------------------------------------
Air Cycle Machine 2 Allied AES S210A001-1 2206400-1 25000 22500
*Power Distribution Panel P91 1 Allied Canada S281A601-1XXX 1151932-1 SER 1 60000 60000
*Power Distribution Panel P92 1 Allied Canada S281A601-2XXX 1151934-1 SER 1 60000 60000
Standby Power Control Unit 1 Allied Canada S281A601-3000 1151952-1 SER 1 17000 15000
(currently being re-evaluated)
290 Amp Latching Held Contactor 5 Allied Canada S281A601-10 1151968-1 SER 1 75000 15000
290 Amp Electrically Held Contactor 1 Allied Canada S281A601-11 1151970-1 SER 1 75000 15000
Differential Protection Current
Transformer 5 Allied Canada S281A601-12 1152018-1 SER 1 100000 75000
**Basic APU Core 1 Allied Engines S351A401-201 3500702 10000 8500
**Electronic Control Unit 1 Allied Engines S351A401-221 2118966-221 18000 15000
**Fuel Control Unit 1 Allied Engines S351A401-201 411921-4 18000 15000
**Fuel Flow Divider 1 Allied Engines S351A401-201 3883830-1 78900 44400
**Ignition Unit 1 Allied Engines S351A401-201 3888058-5 41600 31600
**Ignition Lead 1 Allied Engines S351A401-201 3876132-12 250000 100000
**Ignition Plug 1 Allied Engines S351A401-201 305766-1 180000 15700
**Lube Module 1 Allied Engines S351A401-201 4131020-3 22000 10800
**Low Oil Pressure Switch 1 Allied Engines S351A401-201 3876225-1 70000 35000
**Temperature Control Valve 1 Allied Engines S351A401-201 160550-1 100000 80000
**Total Pressure (P1) Sensor 1 Allied Engines S351A401-201 3876226-1 45000 20600
**Delta Pressure Sensor 1 Allied Engines S351A401-201 3876227-2 40000 21220
**Inlet Pressure (P2) Sensor 1 Allied Engines S351A401-201 3876225-2 45000 20220
**Surge Control Valve 1 Allied Engines S351A401-201 3291238-2 24000 15000
**Speed Sensor 1 Allied Engines S351A401-201 3876223-1 300000 112000
**EGT Thermocouples (2 ▇▇▇▇▇) 1 Allied Engines S351A401-201 3876271-1 200000 100000
**Data Memory Module (DMM) 1 Allied Engines S351A401-201 3876287-1 120000 96000
**Inlet Guide Vane Actuator 1 Allied Engines S351A401-201 3886188-2 37400 29300
**Low Oil Quantity Switch 1 Allied Engines S351A401-201 3876298-3 50000 40000
**Oil Cooler 1 Allied Engines S351A401-201 160564-1 210000 189000
**APU Wiring Harness 1 Allied Engines S351A401-201 3888407-2 280000 154000
**Starter/Generator 1 Allied Engines S351A401-201 28B545-7 16000 14000
**Start Converter Unit 1 Allied Engines S351A401-241 1151858-241 10000 7000
**Start Power Unit 1 Allied Engines S351A401-261 1151984-261 16700 15000
**Bleed Control Valve 1 Allied Engines S351A401-201 3291214-2 24000 15000
Refuel Panel Indicator 3 BFGoodrich S345A001-001 10037-0750 96000 60000
Refuel Panel Indicator 3 BFGoodrich S345A001-005 10037-0770 96000 60000
Processor 1 BFGoodrich S345A001-010 30128-01 30000 17000
------------------------------------------------------------------------------------------------------------------------------------
* = Reliability targets include only the chassis, rigid bus, wiring, connectors
and terminals
** = MTBF and MTBUR are calculated in APU operating hours
*** = Initial MTBF is 9000 and initial MTBUR is 2250 (initial target is from
delivery of each airlines 1st airplane to 24 months)
401
Attachment A to 6-1162-AKP-085
Page 2
------------------------------------------------------------------------------------------------------------------------------------
Nomenclature QPA Supplier Boeing P/N Supplier P/N MTBF Target MTBUR Target
------------------------------------------------------------------------------------------------------------------------------------
Compensator 3 BFGoodrich S345A001-020 20202-01 6700000 600000
Tank Unit LT/RT#2 2 BFGoodrich S345A001-114 20200-0210 8500000 1200000
▇▇▇▇ ▇▇▇▇ ▇▇▇ #▇, #▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ 20200-0213 8500000 1200000
▇▇▇▇ ▇▇▇▇ ▇▇▇ #▇, #▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ 20200-0214 8500000 1200000
▇▇▇▇ ▇▇▇▇ ▇▇▇ #▇, #▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ 20200-0216 8500000 1200000
▇▇▇▇ ▇▇▇▇ ▇▇▇ #▇, #▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ 20200-0115 8500000 1200000
Tank Unit LT/RT #1 2 BFGoodrich S345A001-113 20200-0212 8500000 1200000
Tank Unit LT/RT #3 2 BFGoodrich S345A001-115 20200-0211 8500000 1200000
Tank Unit LT/RT #4 2 BFGoodrich S345A001-116 20200-0209 8500000 1200000
Tank Unit LT/RT #5 2 BFGoodrich S345A001-117 20200-0207 8500000 1200000
Tank Unit LT/RT #6 2 BFGoodrich S345A001-118 20200-0208 8500000 1200000
Tank Unit LT/RT #7 2 BFGoodrich S345A001-119 20200-0206 8500000 1200000
Tank Unit LT/RT #8 2 BFGoodrich S345A001-120 20200-0205 8500000 1200000
Tank Unit ▇▇/▇▇ #▇▇, #▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ 20200-0202 8500000 1200000
Tank Unit LT/RT #9 2 BFGoodrich S345A001-109 20200-0104 8500000 1200000
Tank Unit LT/RT #10 2 BFGoodrich S345A001-110 20200-0103 8500000 1200000
Stall Management Computer/Yaw Damper 2 Boeing 285A1010 30000 15000
Flap/Slat Electronics ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 20000 15000
Engine Accessory ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 30000 15000
Proximity Switch Electronics ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 20000 15000
Airborne Vibration Monitor 1 Endevco S360N021-203 6672M203 30000 30000
Airborne Vibration Monitor 1 Endevco S360N021-213 6672M213 30000 30000
Anti-Collision Light Power Supply 4 ▇▇▇▇▇▇ S283A305-101 ▇▇-▇▇▇▇-▇ 60,000 15000
Aft Position Navigation Light 2 ▇▇▇▇▇▇ S283A313-103 ▇▇-▇▇▇▇-▇ 60,000 15000
Navigation Light Assembly 1 ▇▇▇▇▇▇ S283A313-1 ▇▇-▇▇▇▇-▇ 60,000 15000
Navigation Light Assembly 1 ▇▇▇▇▇▇ S283A313-2 ▇▇-▇▇▇▇-▇ 60,000 15000
Anti-Collision Light Assembly 2 ▇▇▇▇▇▇ ▇▇-▇▇▇▇-▇ 60,000 15000
Integrated Wingtip Lens Assembly 1 ▇▇▇▇▇▇ ▇▇-▇▇▇▇-▇ 60,000 15000
Integrated Wingtip Lens Assembly 1 ▇▇▇▇▇▇ ▇▇-▇▇▇▇-▇ 60,000 15000
Upper Strobe Light 1 ▇▇▇▇▇▇ S283A305-1 ▇▇-▇▇▇▇-▇ 35,000 15000
Lower Strobe Light 1 ▇▇▇▇▇▇ S283A305-2 ▇▇-▇▇▇▇-▇ 35,000 15000
Strobe Light Lens Assembly 2 ▇▇▇▇▇▇ ▇▇-▇▇▇▇-▇ 35,000 15000
Strobe Light Reflector Assembly 2 ▇▇▇▇▇▇ ▇▇-▇▇▇▇-▇ 35,000 15000
Retractable Landing Light 1 ▇▇▇▇▇▇ S283A321-1 ▇▇-▇▇▇▇-▇ 35,000 15000
Retractable Landing Light 1 ▇▇▇▇▇▇ S283A321-2 ▇▇-▇▇▇▇-▇ 35,000 15000
Cable 1 ▇▇▇▇▇▇ S283A305-201 ▇▇-▇▇▇▇-▇ 60000 15000
------------------------------------------------------------------------------------------------------------------------------------
* = Reliability targets include only the chassis, rigid bus, wiring, connectors
and terminals
** = MTBF and MTBUR are calculated in APU operating hours
*** = Initial MTBF is 9000 and initial MTBUR is 2250 (initial target is from
delivery of each airlines 1st airplane to 24 months)
402
Attachment A to 6-1162-AKP-085
Page 3
------------------------------------------------------------------------------------------------------------------------------------
Nomenclature QPA Supplier Boeing P/N Supplier P/N MTBF Target MTBUR Target
------------------------------------------------------------------------------------------------------------------------------------
Cable 1 ▇▇▇▇▇▇ S283A305-202 ▇▇-▇▇▇▇-▇ 60000 15000
Cable 1 ▇▇▇▇▇▇ S283A305-203 ▇▇-▇▇▇▇-▇ 60000 15000
Cable 1 ▇▇▇▇▇▇ S283A305-201 ▇▇-▇▇▇▇-▇▇ 60000 15000
Cable 1 ▇▇▇▇▇▇ S283A305-202 ▇▇-▇▇▇▇-▇▇ 60000 15000
Air Data Inertial
Reference Unit (ADIRU) 2 Honeywell S242A101-001 HG2050AC01 17000 15000
ISDU 1 Honeywell ▇▇-▇▇▇▇▇-▇▇▇ CG1135AC03 12000 10000
FCC 2 Honeywell ▇▇-▇▇▇▇▇-▇ 4051600-915 15000
Window Heat Control Unit 4 Koito ▇▇-▇▇▇▇▇-▇ 83000-05603 33884 23000
Main Rudder Power Control Unit 1 Parker Hannifin S251A301-1 381500-1001 32118 27674
Standby Rudder Power Control Unit 1 Parker Hannifin S251A302-1 381200-1001 171900 92447
Wiper Motor 1 Rosemount ▇▇-▇▇▇▇▇-▇▇ 2313M-347-1 38000 38000
Wiper Motor Converter 1 Rosemount ▇▇-▇▇▇▇▇-▇▇ 2313M-348-1 38000 38000
Logic Control Module 1 Rosemount S417T108-15 1742F7 60000 60000
ADM Sextant S242W600-100 C17001AA01 100000
Autothrottle Computer 1 Smiths Industries ▇▇-▇▇▇▇▇-▇▇ 760SUE1-1 ***18000 ***4500
Autothrottle Servo Motor 2 Smiths Industries S254A114-1 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇/▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ 762187 25000 9000
Generator Control ▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ 762185 25000 ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Generator 2 Sundstrand S281A001-101 761574 18000 10800
Horizontal Stabilizer
Ballscrew Assy 1 Umbra Cuscinetti ▇▇-▇▇▇▇▇-▇ 07322P000-1 2500000 n/a
Trailing Edge Flap Ball Screws 2 Umbra Cuscinetti S256A401-1 B21733 100000 n/a
Trailing Edge Flap Drive Screws 2 Umbra Cuscinetti S256A401-2 B21734 100000 n/a
Trailing Edge Flap Drive
Ball Screws 4 Umbra Cuscinetti S256A401-3 B21735 100000 n/a
Airborne Vibration Monitor 1 Vibrometer S360N021-103 ▇▇▇-▇▇▇-▇▇▇ 30000 30000
Airborne Vibration Monitor 1 Vibrometer S360N021-113 241-258-031-1 30000 30000
Stabilizer Trim Motor 1 ▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇-▇ 6355 35000 33250
Stabilizer Trim Motor 1 ▇▇▇▇▇▇▇ ▇▇-▇▇▇▇▇-▇ B0001-01 35000 33250
APU Upper Detector 1 ▇▇▇▇▇▇▇▇▇ Safety Systems S332T100-27 902013 160000 40000
APU Lower Detector 1 ▇▇▇▇▇▇▇▇▇ Safety Systems S332T100-28 902014 160000 40000
Engine Upper Detector 2 ▇▇▇▇▇▇▇▇▇ Safety Systems S332T100-29 902015-01 60000 15000
Engine Lower Detector 2 ▇▇▇▇▇▇▇▇▇ Safety Systems S332T100-30 902016-01 60000 15000
Engine After Core Detector 2 ▇▇▇▇▇▇▇▇▇ Safety Systems S332T100-31 902017-01 60000 15000
Engine Right Side Detector 2 ▇▇▇▇▇▇▇▇▇ Safety Systems S332T100-38 902018-01 60000 15000
APU Exhaust Detector 1 ▇▇▇▇▇▇▇▇▇ Safety Systems S332T100-42 902020 160000 40000
Engine After Core Detector 2 ▇▇▇▇▇▇▇▇▇ Safety Systems S332T100-43 902862 60000 15000
Engine Lower Detector 2 ▇▇▇▇▇▇▇▇▇ Safety Systems S332T100-44 902864 60000 15000
Module 1 ▇▇▇▇▇▇▇▇▇ Safety Systems S332A250-1 901950-01 15000 15000
------------------------------------------------------------------------------------------------------------------------------------
* = Reliability targets include only the chassis, rigid bus, wiring, connectors
and terminals
** = MTBF and MTBUR are calculated in APU operating hours
*** = Initial MTBF is 9000 and initial MTBUR is 2250 (initial target is from
delivery of each airlines 1st airplane to 24 months)
403
6-1162-AKP-088
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1978 between The Boeing Company and
American Airlines, Inc. relating to Model 757-223 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3. 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 Purchase Agreement.
P.A. No. 1978
404
American Airlines, Inc.
6-1162-AKP-088 Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------------------
Its Attorney-In-Fact
------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------------
AMERICAN AIRLINES, INC.
By
------------------------------------------
Its
------------------------------------------
P.A. No. 1978
405
6-1162-AKP-089
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇/▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1978 between The Boeing
Company and American Airlines, Inc. relating to Model
757-223 aircraft
This letter agreement ("Letter Agreement") is entered into on the date
below, and constitutes a part of the above-referenced Purchase Agreement, as
the same may hereafter be amended, modified or supplemented and including,
without limitation, as part thereof the exhibits, appendices, schedules,
attachments and letter agreements thereto (the "757-223 Purchase Agreement").
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
11. 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 in
the Applicable Purchase Agreements.
P.A. No.1978
406
American Airlines, Inc.
6-1162-AKP-089 Page 2
Very truly yours,
THE BOEING COMPANY
By
--------------------------------------
Its Attorney-In-Fact
-------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------------
AMERICAN AIRLINES, INC.
By
--------------------------------------
Its
-------------------------------------
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment D: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment E: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No.1978
407
ATTACHMENT A-1 TO
LETTER AGREEMENT 6-1162-AKP-089
757-223
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
408
ATTACHMENT A-2 TO
LETTER AGREEMENT 6-1162-AKP-089
757-323
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
409
ATTACHMENT B TO
LETTER AGREEMENT 6-1162-AKP-089 (MODEL 757)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
410
ATTACHMENT C TO
LETTER AGREEMENT 6-1162-AKP-089 (MODEL 757)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
411
Attachment D to
6-1162-AKP-089
Page 1 of 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
412
Attachment E to
6-1162-AKP-089
Page 1
[CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
413
6-1162-AKP-090
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 1978 between The Boeing Company and
American Airlines, Inc. relating to Model 757-223 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
1. Aircraft Performance Guarantees.
The only Performance Guarantees applicable to the Aircraft are
those set forth in Attachment A hereto. Such Performance Guarantees are
exclusive and will expire upon delivery of the Aircraft to Customer.
2. 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
P.A. 1978
414
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 in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------
Its Attorney-In-Fact
----------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------
AMERICAN AIRLINES, INC.
By
-----------------------------
Its
----------------------------
Attachment
P.A. 1978
415
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 1
MODEL 757-223 PERFORMANCE GUARANTEES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MAXIMUM STRUCTURAL PAYLOAD
4 SOUND LEVELS
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEES
P.A. No. 1978
416
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 757- 223 Aircraft with a
maximum takeoff weight of at least 250,000 pounds, a maximum
landing weight of 198,000 pounds, a maximum zero fuel weight
of 184,000 pounds and a fuel capacity of 11,276 U.S. gallons,
and equipped with Boeing furnished RB211-535E4-B engines.
2 FLIGHT PERFORMANCE
2.1 MISSION
2.1.1 MISSION PAYLOAD
The payload for a stage length of 3,040 nautical miles in
still air (equivalent to a distance of 2,523 nautical miles
with a 78 knot headwind, representative of a Miami to Seattle
route) using the conditions and operating rules defined below,
shall not be less than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Conditions and operating rules:
Stage The stage length is defined as the sum of the
Length: distances for the climbout maneuver, climb,
cruise, and descent.
Takeoff: The airport altitude is 11 feet.
The airport temperature is 73 degrees F.
The runway length is 10,502 feet.
P.A. No. 1978
417
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 3
An Aircraft center of gravity location at the
most forward center of gravity limit.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA
Regulations.
Climbout Following the takeoff to 35 feet, the Aircraft
Maneuver: accelerates to 250 KCAS while climbing to 1,500
feet above the departure airport altitude and
retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude
at 250 KCAS.
The Aircraft then accelerates at a rate of climb
of 500 feet per minute to a climb speed of 290
KCAS.
The climb continues at 290 KCAS until 0.80 Mach
number is reached.
The climb continues at 0.80 Mach number to the
initial cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.80 Mach number.
The initial cruise altitude is 31,000 feet.
P.A. No. 1978
418
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 4
A step climb or multiple step climbs of 4,000
feet altitude may be used when beneficial to
minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise
thrust except during a step climb when maximum
climb thrust may be used.
Descent: The Aircraft descends from the final cruise
altitude at 250 KCAS to an altitude of 1,500 feet
above the destination airport altitude.
Throughout the descent, the cabin pressure will be
controlled to a maximum rate of descent equivalent
to 300 feet per minute at sea level.
The temperature is standard day during descent.
Approach The Aircraft decelerates to the final approach
and speed while extending landing gear and flaps, then
Landing descends and lands.
Maneuver:
The destination airport altitude is 429 feet.
Fixed For the purpose of this guarantee and for the
Allowances: purpose of establishing compliance with this
guarantee, the following shall be used as fixed
quantities and allowances:
Taxi-out:
Fuel 585 Pounds
Time 0.250 Hours
P.A. No. 1978
419
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 5
Takeoff and Climbout Maneuver:
Fuel 885 Pounds
Distance 4.5 Nautical Miles
Approach and Landing Maneuver:
Fuel 370 Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel 310 Pounds
Time 0.133 Hours
Usable reserve fuel remaining upon completion of
the approach and landing maneuver: [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.] Pounds
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.1.2 MISSION BLOCK FUEL
The block fuel for a stage length of 3,040 nautical miles in
still air (equivalent to a distance of 2,523 nautical miles
with a 78 knot headwind, representative of a Miami to Seattle
route) with a [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] pound payload using
the conditions and operating rules defined below, shall not be
more than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. No. 1978
420
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 6
Conditions and operating rules are the same as Paragraph 2.1.1
except as follows:
Block Fuel: The block fuel is defined as the sum of the fuel
used for taxi-out, takeoff and climbout maneuver,
climb, cruise, descent, approach and landing
maneuver, and taxi-in.
Fixed
Allowances: For the purpose of this guarantee and for the
purpose of establishing compliance with this
guarantee, the following shall be used as fixed
quantities and allowances:
Operational Empty Weight, OEW
(Paragraph 2.12.4): [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
Taxi-out:
Fuel 585 Pounds
Time 0.250 Hours
Takeoff and Climbout Maneuver:
Fuel 875 Pounds
Distance 4.5 Nautical Miles
Approach and Landing Maneuver:
Fuel 370 Pounds
Taxi-in (shall be consumed from the
reserve fuel):
Fuel 310 Pounds
Time 0.133 Hours
Usable reserve fuel remaining upon completion of
the approach and landing maneuver: [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.] Pounds
P.A. No. 1978
421
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 7
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.1.3 OPERATIONAL EMPTY WEIGH BASIS
The Operational Empty Weight (OEW) derived in Paragraph 2.1.4
is the basis for the mission guarantees of Paragraphs 2.1.1
and 2.1.2.
P.A. No. 1978
422
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 8
2.1.4 757-223 WEIGHT SUMMARY - AMERICAN AIRLINES
Pounds
------
Standard Model Specification MEW 118,394
Detail Specification D6-44010
dated 6-19-87
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Quantity Pounds Pounds
* Seat Weight Included: #
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
---------------------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
423
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 9
2.1.5 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
Quantity Pounds Pounds Pounds
Standard Items Allowance 3,297
Unusable Fuel 261
Oil 195
Oxygen Equipment 63
Miscellaneous Equipment 178
Medical Kit 1
First Aid Kit 4
Smoke Hoods 5
Megaphones 2
Flashlights 8
Life Vest (Crew) 10
Crash Axe 1
Smoke Goggles 4
Survival Packs 6
Emergency Transmitters 2
Galley Structure & Fixed Inserts 2,600
Operational Items Allowance #
Crew and Crew Baggage 1,360
Flight Crew 2 340
Cabin Crew 6 810
Baggage 8 160
Briefcases 2 50
Removable Service Equipment #
Passenger Service Equipment #
Carts #
Food and Beverage 2,400
Potable Water - 60 Gallons 531
Waste Tank Disinfectant 100
Emergency Equipment 1,339
Escape Slides 2 212
Slide Rafts 6 636
Life Rafts 2 200
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.] # #
Total Standard and Operational Items Allowance #
-----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
424
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 10
3 MAXIMUM STRUCTURAL PAYLOAD
The maximum structural payload, as represented by the maximum
design zero fuel weight minus the OEW (based on the American
Airlines weight allowances derived in Paragraph 2.1.4) shall
not be less than the following guarantee value:
NOMINAL: 50,720 Pounds
TOLERANCE: -1,225 Pounds
GUARANTEE: 49,495 Pounds
4 SOUND LEVELS
4.1 COMMUNITY SOUND LEVELS
The Aircraft shall be certified in accordance with Stage 3
requirements of FAR Part 36, essentially equivalent to ICAO
Annex 16, Volume 1, Chapter 3.
4.2 INTERIOR SOUND LEVELS IN FLIGHT
The sound level at the head position of a seated pilot or
passenger during cruise shall not be more than the following
guarantee value:
Overall Sound Pressure Levels OASPL
-----
Pilot's Inboard Ear NOMINAL: 80 dB
TOLERANCE: +3 dB
GUARANTEE: 83 dB
Passenger Aisle Seats NOMINAL: 83 dB
Forward of Station 645 TOLERANCE: +3 dB
GUARANTEE: 86 dB
Passenger Aisle Seats NOMINAL: 87 dB
At Station 683 and Aft TOLERANCE: +3 dB
GUARANTEE: 90 dB
P.A. No. 1978
425
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 11
Speech Interference Levels SIL
---
Pilot's Inboard Ear NOMINAL: 66 dB
TOLERANCE: +3 dB
GUARANTEE: 69 dB
Passenger Aisle Seats NOMINAL: 68 dB
Forward of Station 645 TOLERANCE: +3 dB
GUARANTEE: 71 dB
Passenger Aisle Seats NOMINAL: 63 dB
At Station 683 and Aft TOLERANCE: +3 dB
GUARANTEE: 66 dB
4.3 RAMP SOUND LEVELS
The sound level at ramp locations during Aircraft ground
operation shall not be more than the following guarantee
value:
A-weighted Sound Levels dBA
---
Forward and Aft NOMINAL: 82 dBA
Cargo Doors TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
Passenger Entry Doors NOMINAL: 82 dBA
(left side) TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
Underwing Fueling NOMINAL: 82 dBA
Locations TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based on the
Aircraft configuration as defined in Revision S of Detail
Specification D6-44010-75 (hereinafter referred to as the
Detail Specification). Appropriate adjustment shall be made
for changes in such Detail Specification approved by the
Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause
P.A. No. 1978
426
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 12
changes to the flight performance, sound levels, and/or weight
and balance of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the
guarantees.
5.2 The guarantee payload of Paragraph 2.1.1 and the Maximum
Structural Payload guarantee of Section 3 will be adjusted by
Boeing for the effect of the following on OEW in its evidence
of compliance with the guarantees:
(1) Changes to the Detail Specification including Change
Requests, Master Changes, Change Orders or any other changes
mutually agreed upon between the Customer and Boeing or
otherwise allowed by the Purchase Agreement.
(2) The difference between the component weight allowances
given in Appendix IV of the Detail Specification and the
actual weights.
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified
variations therefrom; altitudes are pressure altitudes.
6.2 The FAA Regulations (FAR) referred to in this Attachment are,
unless otherwise specified, the 757-200 Certification Basis
regulations specified in the Type Certificate Data Sheet A2NM,
Revision 3, dated December 30, 1986.
6.3 In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of any
such law, governmental regulation or requirement that affects
the certification basis for the Aircraft as described in
Paragraph 6.2, and as a result thereof, a change is made to
the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in
this Attachment shall be appropriately modified to reflect any
such change.
P.A. No. 1978
427
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 13
6.4 The takeoff portion of the mission guarantees are based on
hard surface, level and dry runways with no wind or obstacles,
no clearway or stopway, 210 mph tires, with anti-skid
operative, and with the Aircraft center of gravity at the most
forward limit unless otherwise specified. The takeoff
performance is based on no engine bleed for air conditioning
or thermal anti-icing and the Auxiliary Power Unit (APU)
turned off. Unbalanced field length calculations and the
improved climb performance procedure will be used for takeoff
as required.
6.5 The climb, cruise and descent portions of the mission
guarantees include allowances for normal power extraction and
engine bleed for normal operation of the air conditioning
system. Normal electrical power extraction shall be defined
as not less than a 110 kilowatts total electrical load.
Normal operation of the air conditioning system shall be
defined as pack switches in the "Auto" position, the
temperature control switches in the "Auto" position that
results in a nominal cabin temperature of 75degreesF, and all
air conditioning systems operating normally. This operation
allows a maximum cabin pressure differential of 8.6 pounds per
square inch at higher altitudes, with a nominal Aircraft cabin
ventilation rate of 3,680 cubic feet per minute including
passenger cabin recirculation (nominal recirculation is 55
percent). The APU is turned off unless otherwise specified.
6.6 The climb, cruise and descent portions of the mission
guarantees are based on an Aircraft center of gravity location
of 26 percent of the mean aerodynamic chord.
6.7 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel density
of 6.70 pounds per U.S. gallon.
P.A. No. 1978
428
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 14
6.8 Sound pressure levels are measured in decibels (dB) referred
to the standard reference pressure of 20 micro Pascals.
Overall sound pressure level (OASPL) is defined to be the
sound pressure level for the frequency range from 45 to 11,200
Hz. Speech interference level (SIL) is defined to be the
arithmetic average of sound pressure levels in the three
octave bands with center frequencies at 1,000, 2,000 and 4,000
Hz. A-weighted sound level (dBA) is as defined in American
National Standards Association S1.4-1983 for the frequency
range from 45 to 11,200 Hz.
6.9 The guarantee for interior sound levels in flight pertains to
normal operation of an Aircraft in cruise during straight and
level flight at an altitude of 35,000 feet and 0.80 Mach
number. The Aircraft shall have a complete interior
installation including standard thermal/ acoustic insulation,
all lining and partition panels, a full shipset of fabric
upholstered seats and floor covering in the passenger cabin.
The interior configuration is defined in LOPS-5720-2810. The
procedures used for the measurement of interior sound levels
shall be equivalent to those in SAE ARP 1323.
6.10 The guarantee for ramp sound levels pertains to a parked
Aircraft during in-service turn around with the APU, all
environmental control system packs, environmental control
system recirculation fans, electronic equipment cooling fans
and vent fans operating and with the main propulsion engines
not operating. The guarantees pertain to APU and environmental
control system pack operation at an outside ambient
temperature of 25degreesC (77 degrees F). The procedures used
for the measurement of ramp sound levels shall be equivalent
to those in SAE ARP 1307.
P.A. No. 1978
429
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 15
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3, and 4 shall
be based on the conditions specified in those sections, the
Aircraft configuration of Section 5 and the guarantee
conditions of Section 6.
7.2 Compliance with the takeoff portion of the mission guarantees
and the community sound level guarantees shall be based on the
FAA approved Airplane Flight Manual for the Model 757-200.
7.3 Compliance with the climb, cruise and descent portions of the
mission guarantees shall be established by calculations based
on flight test data obtained from an aircraft in a
configuration similar to that defined by the Detail
Specification.
7.4 The OEW used for compliance with the mission guarantee and the
maximum structural payload guarantee shall be the actual MEW
plus the Standard and Operational Items Allowance in Paragraph
3-60-0 of the Detail Specification.
7.5 The data derived from tests shall be adjusted as required by
conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
7.6 Compliance with the guarantee for interior sound levels in
flight shall be demonstrated by Boeing Document D047N403.
Compliance with the guarantee for ramp sound levels shall be
demonstrated by Boeing Document D527N125. The compliance
documentation shall be based on sound level surveys on
production 757-200 aircraft, acoustically similar to the
Customer's Aircraft. These sound levels shall be adjusted for
sound level increases resulting from Buyer Furnished
Equipment, Boeing Purchased Equipment and from changes to the
Detail Specification approved by the Customer and Boeing or
otherwise allowed by the Purchase Agreement.
P.A. No. 1978
430
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 16
7.7 Compliance shall be based on the performance of the airframe
and engines in combination, and shall not be contingent on the
engine meeting its manufacturer's performance specification.
8 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are
those set forth in this Attachment.
P.A. No. 1978
431
6-1162-AKP-091
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1978 between The Boeing Company and
American Airlines, Inc. relating to Model 757-223 Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. 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 in the Purchase Agreement.
P.A. No. 1978
432
American Airlines, Inc.
6-1162-AKP-091 Page 2
Very truly yours,
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
-------------------------------
Its
------------------------------
Attachments
P.A. No. 1978
433
Attachment A to
6-1162-AKP-091
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
434
Attachment B to
6-1162-AKP-091
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
435
6-1162-AKP-092
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: 757 Miscellaneous Commitments
Reference: Purchase Agreement No. 1978 between The Boeing Company
and American Airlines, Inc. relating to Model 757-223
Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
5. Confidential Treatment.
Customer and Boeing understand that certain commercial and
financial information contained in this Letter Agreement are considered by
Boeing and Customer as confidential. Customer and Boeing agree that each will
treat this Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of the other,
disclose this Letter Agreement or any information contained herein to any other
person or entity, except as provided in this Letter Agreement or in the
Purchase Agreement.
P.A. No.1978
436
American Airlines, Inc.
6-1162-AKP-092 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
437
6-1162-AKP-093
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Escalation Sharing
Reference: Purchase Agreement No. 1978 between The Boeing Company
and American Airlines, Inc. relating to Model 757-223
Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
1. Commitment.
Boeing agrees to share one-half of the Escalation Adjustment to the
Airframe Price and the Optional Features Price of each Aircraft which is
attributable to each of the years 1997 and 1998, as more fully set forth in
this Letter Agreement; provided, however, in no event will Boeing's share of
such Escalation Adjustment exceed three percent (3%) for each such year.
All escalation calculations under this Letter Agreement will be
made in accordance with the Airframe Escalation Adjustment Document, using
actual escalation indices published for the applicable period.
2. Computation of 1997 Escalation Factors.
For purposes of determining the Escalation Sharing Factor ("ESF")
applicable to each Aircraft pursuant to Section 4 of this Letter Agreement, a
1997 Unadjusted Escalation Factor and a 1997 Adjusted Escalation Factor will be
determined in accordance with Sections 2.1 and 2.2 below.
P.A. No. 1978
438
American Airlines, Inc.
6-1162-AKP-093 Page 2
2.1 1997 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula
will be the 1997 Unadjusted Escalation Factor ("UEF(97)"):
UEF(97) = (LM(97)/LM(96)) - 1
where:
LM(97) = the sum of the "L" factor and the "M"
factor, in each case computed in accordance
with the Airframe Escalation Adjustment
Document using a notional delivery month of
December 1997
LM(96) = 1.0507 (which is the sum of the "L" factor
and the "M" factor, in each case computed
in accordance with the Airframe Escalation
Adjustment Document using a notional
delivery month of December 1996)
2.2 1997 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth
in (a) or (b) below, as applicable, will be the 1997 Adjusted Escalation Factor
("AEF(97)"):
a) If the UEF(97) factor determined pursuant to
Section 2.1 is greater than six percent (0.06), then the 1997 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(97) = (LM(97)/LM(96)) - .03
b) If the UEF(97) factor determined pursuant to
Section 2.1 is less than or equal to six percent (0.06), then the 1997 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(97) = (((LM(97)/LM(96)) - 1) / 2) + 1
3. Computation of 1998 Escalation Factors.
For purposes of determining the ESF applicable to each Aircraft
pursuant to Article 4 of this Letter Agreement, a 1998 Unadjusted Escalation
Factor and a 1998 Adjusted Escalation Factor will be determined in accordance
with Sections 3.1 and 3.2 below.
P.A. No. 1978
439
American Airlines, Inc.
6-1162-AKP-093 Page 3
3.1 1998 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula
will be the 1998 Unadjusted Escalation Factor ("UEF98"):
UEF(98) = (LM(n)/LM(97)) - 1
where:
LM(n) = the sum of the "L" factor and the "M"
factor, in each case computed in accordance
with the Airframe Escalation Adjustment
Document using (i) in the case of an
Aircraft delivered in 1998, the Scheduled
Delivery Month of the applicable Aircraft,
or (ii) in the case of an Aircraft
delivered in any year after 1998, a
notional delivery month of December 1998
3.2 1998 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth
in (a) or (b) below, as applicable, will be the 1998 Adjusted Escalation Factor
("AEF(98)"):
a) If the UEF(98) factor determined pursuant to
Section 3.1 is greater than six percent (0.06), then the 1998 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(98) = (LM(n)/LM(97)) - .03
b) If the UEF(98) factor determined pursuant to
Section 3.1 is less than or equal to six percent (0.06), then the 1998 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(98) = (((LM(n)/LM(97)) - 1) / 2) + 1
4. Credit Memoranda.
4.1 Aircraft Delivered in 1998.
If applicable, Boeing will issue to Customer a credit
memorandum with respect to each Aircraft delivered in 1998. The amount of
each credit memorandum will be determined in accordance with the following
formula:
P.A. No. 1978
440
American Airlines, Inc.
6-1162-AKP-093 Page 4
CM(98) = [P(o) x LM(n)] - [P(o) x ESF]
where:
CM(98) = the dollar amount of the credit memorandum
provided, however, if as a result of the
foregoing formula the CM(98) factor is a
negative number, then the CM(98) factor will
be deemed to be zero for all purposes
P(o) = the Airframe Price and the Optional
Features price applicable to the Aircraft
ESF = (LM(96)) x (AEF(97)) x (AEF(98)) (such
factors being determined pursuant to
Sections 2.1, 2.2 and 3.2, respectively)
4.2 Aircraft Delivered in 1999 and thereafter.
Boeing will issue to Customer a credit memorandum with respect to
each Aircraft delivered in 1999 and each subsequent year. The amount of each
such credit memorandum will be determined in accordance with the following
formula:
CM(esc) = CM(n) x (LM(x)/LM(98))
where:
CM(esc) = the dollar amount of the credit memorandum
CM(n) = [P(o) x LM(98)] - [P(o) x ESF]
where:
P(o) = the Airframe Price and the Optional Features Price
applicable to the Aircraft
LM(98) = the sum of the "L" factor and the "M" factor, in each
case computed in accordance with the Airframe
Escalation Adjustment Document using a notional
delivery month of December ▇▇▇▇
▇▇▇ = (LM(96)) x (AEF(97)) x (AEF(98)) (such factors being
determined pursuant to Sections 2.1, 2.2 and 3.2,
respectively)
P.A. No. 1978
441
American Airlines, Inc.
6-1162-AKP-093 Page 5
LM(x) = the sum of the "L" factor and the "M" factor, in each
case computed in accordance with the Airframe
Escalation Adjustment Document using the Scheduled
Delivery Month of the applicable Aircraft
4.3 Application of Credit Memoranda.
Each credit memorandum will be applied in lieu of cash
payments by Customer to pay in part the balance of the Aircraft Price due at
the time of delivery of the Aircraft with respect to which such credit
memorandum was issued.
5. Confidential Treatment.
Customer and Boeing understand that certain commercial and
financial information contained in this Letter Agreement are considered by
Boeing and Customer as confidential. Customer and Boeing agree that each will
treat this Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of the other,
disclose this Letter Agreement or any information contained herein to any other
person or entity, except as provided in this Letter Agreement or the Purchase
Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1978
442
6-1162-AKP-094
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
References: (a) Purchase Agreement No. 1978 (PA 1978), dated as of even
date herewith, between The Boeing Company (Boeing) and
American Airlines, Inc. (Customer) relating to the Model
757-223 Aircraft described therein (PA 1978 Aircraft)
(b) Purchase Agreement No. 1440 (PA 1440) dated as of July 21,
1988 (PA 1440) between Boeing and Customer relating to the
Model 757-223 Aircraft described therein (PA 1440
Aircraft)
(c) Letter Agreement No. 6-1162-RGP-266 to PA 1440 dated as of
February 1, 1991
(d) Letter Agreement No. 6-1162-DJV-289 to PA 1440 dated as of
August 21, 1996
(e) Letter Agreement No. 6-1162-RGP-878 to PA 1440 dated as of
March 7, 1995
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements PA 1978 and PA 1440. All capitalized terms used herein
but not otherwise defined in this Letter Agreement shall have the same meanings
assigned thereto in Exhibit C to PA 1978 or in PA 1440 (as appropriate).
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
443
American Airlines, Inc.
6-1162-AKP-094
Page 2
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 in the
Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
Attachments
P.A. No. 1978
444
Attachment A to
6-1162-AKP-094
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
445
Attachment B to
6-1162-AKP-094 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
446
6-1162-AKP-095
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Price Adjustment on Rolls-Royce Engines
Reference: Purchase Agreement No. 1978 between The Boeing Company and
American Airlines, Inc. relating to Model 757-223 aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
1. It is understood by the parties that the Aircraft Basic Price of
each Aircraft includes an aggregate Engine Price for Two (2) Rolls-Royce Model
RB211-535E4B Engines of Fourteen Million Two Hundred Fourteen Thousand Dollars
($14,214,000). Such price may be adjusted by Rolls-Royce to reflect any change
incorporated in such Engines in order to satisfy any new rules or regulations,
or changes or amendments to the existing rules or regulations, issued by the
FAA, or other applicable U.S. Federal Agency, after July 26, 1995 (Engine
Modification).
2. Within 20 working days subsequent to the execution of the Purchase
Agreement, Boeing will place a purchase order with Rolls-Royce for the Engines
to be installed on the Aircraft. Notwithstanding other terms of this Letter
Agreement, the Engine Price adjustment specified in Section 1 shall not apply
to any Engines for which the scheduled delivery date to Boeing is less than
twenty-four (24) months after the later of (i) the date of such purchase order
between Boeing and Rolls-Royce or (ii) the date of Rolls-Royce notification to
Boeing of such Engine Price adjustment.
3. The parties therefore agree that notwithstanding the provisions of
Article 3 of the AGTA, if any Engine Modification is incorporated by
Rolls-Royce on Engines installed on any of the Aircraft (other than Engines
subject to Section 2) (i) Boeing will adjust the Aircraft Price of any such
Aircraft by the amount that Rolls-Royce adjusts the Engine Price, as provided
in Section 1 above; (ii) if any Engine Modification requires any change,
modification or alteration to the Aircraft on which such Engines are installed
(Aircraft
P.A. No. 1978
447
American Airlines, Inc.
6-1162-AKP-095 Page 2
Modification), the cost of accomplishing the Aircraft Modification will be
added to the Aircraft Price of such Aircraft; (iii) notwithstanding the
provisions of Article 7 of the AGTA, the time of delivery of such Aircraft will
be extended to the extent of any delay attributable to any such Engine
Modification or Aircraft Modification and said delay will be deemed an
Excusable Delay under the provisions of the Purchase Agreement; and (iv) Boeing
will, if necessary, revise the Detail Specification as required to reflect the
effects of any Engine Modification or Aircraft Modification.
4. 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 in the
Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1978
448
6-1162-AKP-097
American Airlines, Inc.
P. O. Box 619616
Dallas/Ft. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1978 between The Boeing Company
and American Airlines, Inc. relating to Model 757-223
Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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 in the
applicable Purchase Agreement.
P.A. No. 1978
449
American Airlines, Inc.
6-1162-AKP-097 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1978
450
6-1162-AKP-099
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1979 between The Boeing Company
and American Airlines, Inc. relating to Model 767-323ER
Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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 in the
Purchase Agreement.
P.A. No. 1979
451
American Airlines, Inc.
6-1162-AKP-099 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1979
452
6-1162-AKP-100
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇/▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1979 between The Boeing Company and
American Airlines, Inc. relating to Model 767-323ER Aircraft
This letter agreement ("Letter Agreement") is entered into on the date
below, and constitutes a part of the above-referenced Purchase Agreement, as the
same may hereafter be amended, modified or supplemented and including, without
limitation, as part thereof the exhibits, appendices, schedules, attachments and
letter agreements thereto (the "767-323ER Purchase Agreement").
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
11. 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 in the
Applicable Purchase Agreements.
P.A. No. 1979
453
American Airlines, Inc.
6-1162-AKP-100 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------
Its Attorney-In-Fact
----------------------------
ACCEPTED AND AGREED TO this
____ day of __________ , 1997:
AMERICAN AIRLINES, INC.
By
----------------------------
Its
---------------------------
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment D: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment E: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. No. 1979
454
Attachment A-1 to
Letter Agreement 6-1162-AKP-100
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
455
Attachment A-2 to
Letter Agreement 6-1162-AKP-100
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
456
Attachment A-3 to
Letter Agreement 6-1162-AKP-100
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
457
Attachment B to
Letter Agreement 6-1162-AKP-100 (Model 767)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
458
Attachment C to
Letter Agreement 6-1162-AKP-100 (Model 767)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
459
Attachment D to
6-1162-AKP-100
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
460
Attachment E to
6-1162-AKP-100
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
461
6-1162-AKP-101
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 1979 between The Boeing Company and
American Airlines, Inc. relating to Model 767-323ER Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
1. Aircraft Performance Guarantees.
The only Performance Guarantees applicable to the Aircraft are
those set forth in Attachment A hereto. Such Performance Guarantees are
exclusive and will expire upon delivery of the Aircraft to Customer.
2. 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
P.A. No. 1979
462
American Airlines, Inc.
6-1162-AKP-101 Page 2
or any information contained herein to any other person or entity,
except as provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------------------
Its Attorney-In-Fact
-----------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------------
AMERICAN AIRLINES, INC.
By
-----------------------------------------
Its
-----------------------------------------
P.A. No. 1979
463
Attachment A to
6-1162-AKP-101 Page 1
MODEL 767-323ER PERFORMANCE GUARANTEES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 SOUND LEVELS
4 MAXIMUM STRUCTURAL PAYLOAD
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEES
P.A. No. 1979
464
Attachment A to
6-1162-AKP-101 Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 767-323ER Aircraft with a
maximum takeoff weight of at least 408,000 pounds, a maximum
landing weight of 310,000 pounds, a maximum zero fuel weight
of 288,000 pounds and a fuel capacity of 24,140 U.S. gallons,
and equipped with Boeing furnished CF6-80C2B6 engines.
2 FLIGHT PERFORMANCE
2.1 MISSION
2.1.1 MISSION PAYLOAD
The payload for a stage length of 5,355 nautical miles in
still air (equivalent to a distance of 4,620 nautical miles
with a 63 knot headwind, representative of a Frankfurt to
Dallas / Ft. Worth route) using the conditions and operating
rules defined below, shall not be less than the following
guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Conditions and operating rules:
Stage The stage length is defined as the sum of the
Length: distances for the climbout maneuver, climb, cruise,
and descent.
Takeoff: The airport altitude is 364 feet.
The airport temperature is 42(degree)F.
The runway length is 13,124 feet.
P.A. No. 1979
465
Attachment A to
6-1162-AKP-101 Page 3
An Aircraft center of gravity location at the most
forward center of gravity limit. Maximum takeoff
thrust is used for the takeoff. The takeoff gross
weight shall conform to FAA Regulations.
Climbout
Maneuver: Following the takeoff to 35 feet, the Aircraft
accelerates to 250 KCAS while climbing to 1,500
feet above the departure airport altitude and
retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude at
250 KCAS.
The Aircraft then accelerates at a rate of climb of
500 feet per minute to a climb speed of 250 KCAS.
The climb continues at 250 KCAS until 0.80 Mach number
is reached.
The climb continues at 0.80 Mach number to the initial
cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.80 Mach number.
The initial cruise altitude is 31,000 feet.
P.A. No. 1979
466
Attachment A to
6-1162-AKP-101 Page 4
A step climb or multiple step climbs of 4,000 feet
altitude may be used when beneficial to minimize fuel
burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise
thrust except during a step climb when maximum climb
thrust may be used.
Descent: The Aircraft descends from the final cruise altitude
at 250 KCAS to an altitude of 1,500 feet above the
destination airport altitude.
Throughout the descent, the cabin pressure will be
controlled to a maximum rate of descent equivalent to
300 feet per minute at sea level. The temperature is
standard day during descent.
Approach The Aircraft decelerates to the final approach speed
and Landing while extending landing gear and flaps, then descends
Maneuver: and lands.
The destination airport altitude is 603 feet.
Fixed Allowances: For the purpose of this guarantee and for the purpose
of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Taxi-out:
Fuel 705 Pounds
Time 0.250 Hours
P.A. No. 1979
467
Attachment A to
6-1162-AKP-101 Page 5
Takeoff and Climbout Maneuver:
Fuel 1,085 Pounds
Distance 4 Nautical Miles
Approach and Landing Maneuver:
Fuel 400 Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel 375 Pounds
Time 0.133 Hours
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
468
Attachment A to
6-1162-AKP-101 Page 6
2.1.2 MISSION BLOCK FUEL
The block fuel for a stage length of 5,355 nautical miles in
still air (equivalent to a distance of 4,620 nautical miles
with a 63 knot headwind, representative of a Frankfurt to
Dallas / Ft. Worth route) with a 43,910 pound payload using
the conditions and operating rules defined below, shall not be
more than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Conditions and operating rules are the same as
Paragraph 2.12.1 except as follows:
Block Fuel: The block fuel is defined as the sum of the
fuel used for taxi-out, takeoff and climbout
maneuver, climb, cruise, descent, approach
and landing maneuver, and taxi-in.
Fixed
Allowances: For the purpose of this guarantee and for
the purpose of establishing compliance with
this guarantee, the following shall be used
as fixed quantities and allowances:
Operational Empty Weight, OEW (Paragraph
2.12.4): 205,260 Pounds
Taxi-out:
Fuel 705 Pounds
Time 0.250 Hours
Takeoff and Climbout Maneuver:
Fuel 1,085 Pounds
Distance 4 Nautical Miles
Approach and Landing Maneuver:
Fuel 400 Pounds
P.A. No. 1979
469
Attachment A to
6-1162-AKP-101 Page 7
Taxi-in (shall be consumed from the
reserve fuel):
Fuel 375 Pounds
Time 0.133 Hours
Usable reserve fuel remaining upon completion
of the approach and landing maneuver:
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.1.3 OPERATIONAL EMPTY WEIGHT BASIS
The Operational Empty Weight (OEW) derived in Paragraph 2.1.4
is the basis for the mission guarantees of Paragraph 2.1.1.
P.A. No. 1979
470
Atachment A to
6-1162-AKP-101 Page 8
2.1.4 767-323ER WEIGHT SUMMARY - AMERICAN AIRLINES
Pounds
Standard Model Specification MEW 175,200
Configuration Specification D6-T10330 Rev. B
dated 14 March 1986
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Quantity Pounds Pounds
* Seat Weight Included: #
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
-----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
471
Attachment A to
6-1162-AKP-101 Page 9
2.1.5 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
Quantity Pounds Pounds Pounds
Standard Items Allowance 5,195
Unusable Fuel 306
Oil 140
Oxygen Equipment 83
Miscellaneous Equipment 37
Galley Structure & Fixed Inserts 4,629
Operational Items Allowance #
Crew and Crew Baggage 2,105
Flight Crew 2 340
Cabin Crew 10 1,500
Baggage 12 240
Briefcases 1 25
Catering Allowance #
(Includes [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.] lb for Duty Free)
Passenger Service Equipment 860
Potable Water - 149 Gallons 1,240
Waste Tank Disinfectant 100
Emergency Equipment #
Cargo System (15 LD-4's) #
Total Standard and Operational Items Allowance #
-----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
472
Attachment A to
6-1162-AKP-101 Page 10
3 MAXIMUM STRUCTURAL PAYLOAD
The maximum structural payload, as represented by the maximum
design zero fuel weight minus the OEW (based on the American
Airlines weight allowances derived in Paragraph 2.1.4) shall
not be less than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
4 SOUND LEVELS
4.1 COMMUNITY SOUND LEVELS
The Aircraft shall be certified in accordance with the Stage 3
requirements of FAR Part 36, essentially equivalent to ICAO
Annex 16, Volume 1, Chapter 3.
4.2 INTERIOR SOUND LEVELS IN FLIGHT
The sound level at the head position of a seated pilot or
passenger during cruise shall not be more than the following
guarantee value:
Overall Sound Pressure Levels
OASPL
-----
Pilot's Inboard Ear: NOMINAL: 76 dB
TOLERANCE: +3 dB
GUARANTEE: 79 dB
Passenger Aisle Seats NOMINAL: 83 dB
Forward of Station 600 TOLERANCE: +3 dB
GUARANTEE: 86 dB
Passenger Aisle Seats NOMINAL: 88 dB
At Station 600 and Aft TOLERANCE: +3 dB
GUARANTEE: 91 dB
P.A. No. 1979
473
Attachment A to
6-1162-AKP-101 Page 11
Speech Interference Levels
SIL
---
Pilot's Inboard Ear: NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
Passenger Aisle Seats NOMINAL: 65 dB
Forward of Station 600 TOLERANCE: +3 dB
GUARANTEE: 68 dB
Passenger Aisle Seats NOMINAL: 63 dB
At Station 600 and Aft TOLERANCE: +3 dB
GUARANTEE: 66 dB
4.3 SOUND LEVELS DURING GROUND OPERATION
The sound level at ramp locations during Aircraft ground
operation shall not be more than the following guarantee
value:
A-weighted Sound Levels
dBA
---
Forward and Aft NOMINAL: 82 dBA
Cargo Doors TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
Passenger Entry Doors NOMINAL: 82 dBA
(left side) TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
Underwing Fueling NOMINAL: 82 dBA
Locations TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based on the
Aircraft configuration as defined in Revision R7 of Detail
Specification D6T10330AAL (hereinafter referred to as the
Detail Specification). Appropriate adjustment shall be made
for changes in such Detail Specification approved by the
Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause
P.A. No. 1979
474
Attachment A to
6-1162-AKP-101 Page 12
changes to the flight performance, sound levels, and/or weight
and balance of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the
guarantees.
5.2 The guarantee payload of Paragraph 2.1.1 and the Maximum
Structural Payload guarantee of Section 3 will be adjusted by
Boeing for the effect of the following on OEW in its evidence
of compliance with the guarantees:
(1) Changes to the Detail Specification including Change
Requests, Master Changes, Change Orders or any other changes
mutually agreed upon between the Customer and Boeing or
otherwise allowed by the Purchase Agreement.
(2) The difference between the component weight allowances
given in Appendix IV of the Detail Specification and the
actual weights.
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified
variations therefrom; altitudes are pressure altitudes.
6.2 The FAA Regulations (FAR) referred to in this Attachment are,
unless otherwise specified, the 767-300 Certification Basis
regulations specified in the Type Certificate Data Sheet A1NM,
Revision 9, dated June 1, 1992.
6.3 In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of any
such law, governmental regulation or requirement that affects
the certification basis for the Aircraft as described in
Paragraph 6.2, and as a result thereof, a change is made to
the configuration and/or the performance of the Aircraft in
order to obtain certification,
P.A. No. 1979
475
Attachment A to
6-1162-AKP-101 Page 13
the guarantees set forth in this Attachment shall be
appropriately modified to reflect any such change.
6.4 The takeoff portion of the mission guarantees are based on
hard surface, level and dry runways with no wind or obstacles,
no clearway or stopway, 225 mph tires, with anti-skid
operative, and with the Aircraft center of gravity at the most
forward limit unless otherwise specified. The takeoff
performance is based on no engine bleed for air conditioning
or thermal anti-icing and the Auxiliary Power Unit (APU)
turned off. Unbalanced field length calculations and the
improved climb performance procedure will be used for takeoff
as required.
6.5 The climb, cruise and descent portions of the mission
guarantees include allowances for normal power extraction and
engine bleed for normal operation of the air conditioning
system. Normal electrical power extraction shall be defined as
not less than a 140 kilowatts total electrical load. Normal
operation of the air conditioning system shall be defined as
pack switches in the "Auto" position, the temperature control
switches in the "Auto" position that results in a nominal
cabin temperature of 75(degree)F, and all air conditioning
systems operating normally. This operation allows a maximum
cabin pressure differential of 8.6 pounds per square inch at
higher altitudes, with a nominal Aircraft cabin ventilation
rate of 5,700 cubic feet per minute including passenger cabin
recirculation (nominal recirculation is 50 percent). The APU
is turned off unless otherwise specified.
6.6 The climb, cruise and descent portions of the mission
guarantees are based on an Aircraft center of gravity location
of 25 percent of the mean aerodynamic chord.
P.A. No. 1979
476
Attachment A to
6-1162-AKP-101 Page 14
6.7 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel density
of 6.70 pounds per U.S. gallon.
6.8 Sound pressure levels are measured in decibels (dB) referred
to the standard reference pressure of 20 micro Pascals.
Overall sound pressure level (OASPL) is defined to be the
sound pressure level for the frequency range from 45 to 11,200
Hz. Speech interference level (SIL) is defined to be the
arithmetic average of sound pressure levels in the three
octave bands with center frequencies at 1,000, 2,000 and 4,000
Hz. A-weighted sound level (dBA) is as defined in American
National Standards Association S1.4-1983 for the frequency
range from 45 to 11,200 Hz.
6.9 The guarantee for interior sound levels in flight pertains to
normal operation of an Aircraft in cruise during straight and
level flight at an altitude of 35,000 feet and 0.80 Mach
number. The Aircraft shall have a complete interior
installation including standard thermal/acoustic insulation,
all lining and partition panels, a full shipset of fabric
upholstered seats and floor covering in the passenger cabin.
The interior configuration is defined in LOPA 673-490. The
procedures used for the measurement of interior sound levels
shall be equivalent to those in SAE ARP 1323.
6.10 The guarantee for ramp sound levels pertains to a parked
Aircraft during in-service turn around with the APU, all
environmental control system packs, environmental control
system recirculation fans, electronic equipment cooling fans
and vent fans operating, and with the main propulsion engines
not operating. The guarantees pertain to APU and environmental
control system pack operation at an outside ambient
temperature of 25(degree)C (77(degree)F). The procedures
P.A. No. 1979
477
Attachment A to
6-1162-AKP-101 Page 15
used for the measurement of ramp sound levels shall be
equivalent to those in SAE ARP 1307.
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3, and 4 shall
be based on the conditions specified in those sections, the
Aircraft configuration of Section 5 and the guarantee
conditions of Section 6.
7.2 Compliance with the takeoff portion of the mission guarantees
and the community sound level guarantees shall be based on the
FAA approved Airplane Flight Manual for the Model 767-300.
7.3 Compliance with the climb, cruise and descent portions of the
mission guarantees shall be established by calculations based
on flight test data obtained from an aircraft in a
configuration similar to that defined by the Detail
Specification.
7.4 The OEW used for compliance with the mission guarantee and the
maximum structural payload guarantee shall be the actual MEW
plus the Standard and Operational Items Allowance in Paragraph
3-60-0 of the Detail Specification.
7.5 The data derived from tests shall be adjusted as required by
conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
7.6 Compliance with the guarantee for interior sound levels in
flight shall be demonstrated by Boeing Document D047T309.
Compliance with the guarantee for ramp sound levels shall be
demonstrated by Boeing Document D047T900. The compliance
documentation shall be based on sound level surveys on
production 767-300 aircraft acoustically similar to the
P.A. No. 1979
478
Attachment A to
6-1162-AKP-101 Page 16
Customer's Aircraft. These sound levels shall be adjusted for
sound level increases resulting from Buyer Furnished
Equipment, Boeing Purchased Equipment and from changes to the
Detail Specification approved by the Customer and Boeing or
otherwise allowed by the Purchase Agreement.
7.7 Compliance shall be based on the performance of the airframe
and engines in combination, and shall not be contingent on the
engine meeting its manufacturer's performance specification.
8 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are
those set forth in this Attachment.
P.A. No. 1979
479
6-1162-AKP-102
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL
Reference: Purchase Agreement No. 1979 between The Boeing Company and
American Airlines, Inc. relating to Model 67-323ER Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
This Letter Agreement cancels and supersedes Letter Agreement 6-1162-APS-1048,
dated June 23, 1989, between Boeing and Customer.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. 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 in the Purchase Agreement.
P.A. No. 1979
480
American Airlines, Inc.
6-1162-AKP-102 Page 2
Very truly yours,
THE BOEING COMPANY
By
--------------------------------
Its Attorney-In-Fact
--------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------
AMERICAN AIRLINES, INC.
By
--------------------------------
Its
-------------------------------
Attachments
P.A. No. 1979
481
Attachment A to
6-1162-AKP-102
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
482
Attachment B to
6-1162-AKP-102
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
483
6-1162-AKP-103
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: 767 Miscellaneous Commitments
Reference: Purchase Agreement No. 1979 between The Boeing Company and
American Airlines, Inc. relating to Model 767-323ER Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3. 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 in the
Purchase Agreement.
P.A. No.1979
484
American Airlines, Inc.
6-1162-AKP-103 Page 2
Very truly yours,
THE BOEING COMPANY
By
-------------------------------------
Its Attorney-In-Fact
------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
-------------------------------------
Its
------------------------------------
P.A. No.1979
485
6-1162-AKP-104
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Escalation Sharing
Reference: Purchase Agreement No. 1979 between The Boeing Company
and American Airlines, Inc. relating to Model 767-323ER
Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
1. Commitment.
Boeing agrees to share one-half of the Escalation Adjustment to the
Airframe Price and the Optional Features Price of each Aircraft which is
attributable to each of the years 1997 and 1998, as more fully set forth in
this Letter Agreement; provided, however, in no event will Boeing's share of
such Escalation Adjustment exceed three percent (3%) for each such year.
All escalation calculations under this Letter Agreement will be
made in accordance with the Airframe Escalation Adjustment Document, using
actual escalation indices published for the applicable period.
2. Computation of 1997 Escalation Factors.
For purposes of determining the Escalation Sharing Factor ("ESF")
applicable to each Aircraft pursuant to Section 4 of this Letter Agreement, a
1997 Unadjusted Escalation Factor and a 1997 Adjusted Escalation Factor will be
determined in accordance with Sections 2.1 and 2.2 below.
P.A. No.1979
486
American Airlines, Inc.
6-1162-AKP-104 Page 2
2.1 1997 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula
will be the 1997 Unadjusted Escalation Factor ("UEF(97)"):
UEF(97) = (LM(97)/LM(96)) - 1
where:
LM(97) = the sum of the "L" factor and the "M"
factor, in each case computed in accordance
with the Airframe Escalation Adjustment
Document using a notional delivery month of
December 1997
LM(96) = 1.0507 (which is the sum of the "L" factor
and the "M" factor, in each case computed
in accordance with the Airframe Escalation
Adjustment Document using a notional
delivery month of December 1996)
2.2 1997 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth
in (a) or (b) below, as applicable, will be the 1997 Adjusted Escalation Factor
("AEF(97)"):
a) If the UEF(97) factor determined pursuant to
Section 2.1 is greater than six percent (0.06), then the 1997 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(97) = (LM(97)/LM(96)) - .03
b) If the UEF97 factor determined pursuant to
Section 2.1 is less than or equal to six percent (0.06), then the 1997 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(97) = (((LM(97)/LM(96)) - 1) / 2) + 1
3. Computation of 1998 Escalation Factors.
For purposes of determining the ESF applicable to each Aircraft
pursuant to Article 4 of this Letter Agreement, a 1998 Unadjusted Escalation
Factor and a 1998 Adjusted Escalation Factor will be determined in accordance
with Sections 3.1 and 3.2 below.
P.A. No.1979
487
American Airlines, Inc.
6-1162-AKP-104 Page 3
3.1 1998 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula
will be the 1998 Unadjusted Escalation Factor ("UEF98"):
UEF98 = (LMn/LM97) - 1
where:
LMn = the sum of the "L" factor and the "M"
factor, in each case computed in accordance
with the Airframe Escalation Adjustment
Document using (i) in the case of an
Aircraft delivered in 1998, the Scheduled
Delivery Month of the applicable Aircraft,
or (ii) in the case of an Aircraft
delivered in any year after 1998, a
notional delivery month of December 1998
3.2 1998 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth
in (a) or (b) below, as applicable, will be the 1998 Adjusted Escalation Factor
("AEF98"):
a) If the UEF98 factor determined pursuant to
Section 3.1 is greater than six percent (0.06), then the 1998 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF98 = (LMn/LM97 ) - .03
b) If the UEF98 factor determined pursuant to
Section 3.1 is less than or equal to six percent (0.06), then the 1998 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF98 = (((LMn/LM97 ) - 1) / 2) + 1
4. Credit Memoranda.
4.1 Aircraft Delivered in 1998.
If applicable, Boeing will issue to Customer a credit
memorandum with respect to each Aircraft delivered in 1998. The amount of each
credit memorandum will be determined in accordance with the following formula:
P.A. No. 1979
488
American Airlines, Inc.
6-1162-AKP-104 Page 4
CM98 = [Po x LMn] - [Po x ESF]
where:
CM98 = the dollar amount of the credit memorandum
provided, however, if as a result of the
foregoing formula the CM98 factor is a
negative number, then the CM98 factor will
be deemed to be zero for all purposes
Po = the Airframe Price and the Optional
Features price applicable to the Aircraft
ESF = (LM96) x (AEF97) x (AEF98) (such factors
being determined pursuant to Sections 2.1,
2.2 and 3.2, respectively)
4.2 Aircraft Delivered in 1999 and thereafter.
Boeing will issue to Customer a credit memorandum with respect to
each Aircraft delivered in 1999 and each subsequent year. The amount of each
such credit memorandum will be determined in accordance with the following
formula:
CMesc = CMn x (LMx/LM98)
where:
CMesc = the dollar amount of the credit memorandum
CMn = [Po x LM98] - [Po x ESF]
where:
Po = the Airframe Price and the Optional
Features Price applicable to the Aircraft
LM98 = the sum of the "L" factor and the "M"
factor, in each case computed in accordance with the
Airframe Escalation Adjustment Document using a
notional delivery month of December ▇▇▇▇
▇▇▇ = (LM96) x (AEF97) x (AEF98) (such factors
being determined pursuant to Sections 2.1,
2.2 and 3.2, respectively)
P.A. No. 1979
489
American Airlines, Inc.
6-1162-AKP-104 Page 5
LMx = the sum of the "L" factor and the "M"
factor, in each case computed in accordance with the
Airframe Escalation Adjustment Document using the
Scheduled Delivery Month of the applicable Aircraft
4.3 Application of Credit Memoranda
Each credit memorandum will be applied in lieu of cash
payments by Customer to pay in part the balance of the Aircraft Price due at
the time of delivery of the Aircraft with respect to which such credit
memorandum was issued.
5. Confidential Treatment.
Customer and Boeing understand that certain commercial and
financial information contained in this Letter Agreement are considered by
Boeing and Customer as confidential. Customer and Boeing agree that each will
treat this Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of the other,
disclose this Letter Agreement or any information contained herein to any other
person or entity, except as provided in this Letter Agreement or the Purchase
Agreement.
Very truly yours,
THE BOEING COMPANY
By
--------------------------------------
Its Attorney-In-Fact
-------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------------
AMERICAN AIRLINES, INC.
By
--------------------------------------
Its
-------------------------------------
P.A. No. 1979
490
6-1162-AKP-105
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
References: (a) Purchase Agreement No. 1979 (PA 1979), dated as of
even date herewith, between The Boeing Company
(Boeing) and American Airlines, Inc. (Customer)
relating to the Model 767-323ER Aircraft described
therein (PA 1979 Aircraft)
(b) Purchase Agreement No. 1513 dated as of June 23, 1989
(PA 1513) between Boeing and Customer relating to the
Model 767-323ER Aircraft described therein (PA 1513
Aircraft)
(c) Letter Agreement 6-1162-AKP-017, dated as of May 28,
1997, to PA 1513
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements PA 1979 and PA 1513. All capitalized terms used herein
but not otherwise defined in this Letter Agreement shall have the same meanings
assigned thereto in Exhibit C to PA 1979 or in PA 1513 (as appropriate).
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
5. Confidential Treatment.
Customer and Boeing understand that certain commercial and
financial information contained in this Letter Agreement are considered by
Boeing and Customer as confidential. Customer and Boeing agree that each will
treat this Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of the other,
disclose this Letter Agreement or any information contained herein to any other
person or entity, except as provided in this Letter Agreement or in the
Purchase Agreement.
P.A. No.1979
491
American Airlines, Inc.
6-1162-AKP-105
Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------------
Its Attorney-In-Fact
-----------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
---------------------------
AMERICAN AIRLINES, INC.
By
------------------------------------
Its
-----------------------------------
P.A. No. 1979
492
Attachment A to
6-1162-AKP-105 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
493
6-1162-AKP-106
American Airlines, Inc.
P. O. Box 619616
Dallas/Ft. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1979 between The Boeing Company
and American Airlines, Inc. relating to Model 767-323ER
Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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 in the
applicable Purchase Agreement.
P.A. No. 1979
494
American Airlines, Inc.
6-1162-AKP-106 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------
Its Attorney-In-Fact
----------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------
Its
----------------------------------------
P.A. No. 1979
495
6-1162-AKP-109
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1980 between The Boeing Company and American
Airlines, Inc. relating to Model 777-223IGW Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
4. 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 Purchase Agreement.
P.A. No. 1980
496
American Airlines, Inc.
6-1162-AKP-109 Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------------------
Its Attorney-In-Fact
------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------------------
AMERICAN AIRLINES, INC.
By
------------------------------------------
Its
------------------------------------------
P.A. No. 1980
497
6-1162-AKP-110
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇/▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW aircraft
This letter agreement ("Letter Agreement") is entered into on the date
below, and constitutes a part of the above-referenced Purchase Agreement, as
the same may hereafter be amended, modified or supplemented and including,
without limitation, as part thereof the exhibits, appendices, schedules,
attachments and letter agreements thereto (the "777-223IGW Purchase
Agreement").
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
12. 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 in
the Applicable Purchase Agreements.
P.A. No.1980
498
American Airlines, Inc.
6-1162-AKP-110 Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------------
Its Attorney-In-Fact
-----------------------------------
ACCEPTED AND AGREED TO this
day of , 1997:
---- --------------------------
AMERICAN AIRLINES, INC.
By
-----------------------------------
Its
----------------------------------
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment D: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment E: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No.1980
499
ATTACHMENT A-1 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
500
ATTACHMENT A-2 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
501
ATTACHMENT A-3 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
502
ATTACHMENT A-4 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
503
ATTACHMENT A-5 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
504
ATTACHMENT A-6 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
505
ATTACHMENT A-7 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
506
ATTACHMENT A-8 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
507
ATTACHMENT A-9 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
508
ATTACHMENT A-10 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
509
ATTACHMENT A-11 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
510
ATTACHMENT B TO
LETTER AGREEMENT 6-1162-AKP-110 (MODEL 777)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
511
ATTACHMENT C TO
LETTER AGREEMENT 6-1162-AKP-110 (MODEL 777)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
512
Attachment D to
6-1162-AKP-110
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
513
6-1162-AKP-111
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
1. Aircraft Performance Guarantees.
The only Performance Guarantees applicable to the Aircraft are those
set forth in Attachment A hereto. Such Performance Guarantees are exclusive and
will expire upon delivery of the Aircraft to Customer.
2. 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
P.A. No. 1980
514
American Airlines, Inc.
6-1162-AKP-111 Page 2
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------
Its Attorney-In-Fact
----------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------
Its
----------------------------------------
Attachment
P.A. No. 1980
515
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 1
MODEL 777 200 IGW PERFORMANCE GUARANTEES
GE90-90B ENGINES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 SOUND LEVELS
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEES
P.A. No. 1980
516
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance Guarantees")
are applicable to the 777-200 IGW Aircraft with a maximum takeoff weight
of 648,000 pounds, a maximum landing weight of 460,000 pounds, and a
maximum zero fuel weight of 430,000 pounds, and equipped with Boeing
furnished GE90-90B engines.
2 FLIGHT PERFORMANCE
2.1 TAKEOFF
The FAA approved takeoff field length at a gross weight at the start of
the ground roll of 648,000 pounds, at a temperature of 86degreesF, at a
sea level altitude, an alternate forward center of gravity limit of 23
percent of the mean aerodynamic chord, and using maximum takeoff thrust,
shall not be more than the following guarantee value:
GUARANTEE: 10,800 Feet
2.2 LANDING
The operational landing field length at a gross weight of 460,000 pounds,
at a sea level altitude, on a standard day, using an FAA approved flap
setting, and satisfying the conditions and operating rules defined below,
shall not be more than the following guarantee value:
GUARANTEE: 5,100 Feet
Conditions and operating rules:
The operational landing field length is defined as 115 percent of the
horizontal distance from 50 feet altitude to a complete stop.
The approach speed will be VREF+5 ▇▇▇▇
The air time from 50 feet altitude to main gear touchdown will be
4.56 seconds.
P.A. No. 1980
517
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 3
The speed at 50 feet altitude will be defined as the approach speed.
The speed at main gear touchdown will be 98.38 percent of the speed
at 50 feet altitude. The speed at brake application will be 97.05
percent of the speed at 50 feet altitude.
The time delays from main gear touchdown will be as follows:
Spoiler actuation 1 seconds
Brake application 1 seconds
Reverse thrust selection 2 seconds
Reversers deployed 4 seconds
The runway condition is wet. The wet runway coefficient of friction
is defined to be 0.200.
The airplane is in the landing configuration throughout.
Reverse thrust application will be consistent with operating
instructions provided by Boeing to the Customer. Reverse thrust
operation with these instructions shall not exceed engine operating
limitations provided by the engine manufacturer to Boeing.
2.3 MISSION
2.3.1 MISSION PAYLOAD
The payload for a stage length of 6,491 nautical miles in still air
(representative of a Dallas / Ft. Worth to Tokyo route) using the
conditions and operating rules defined below, shall not be less than
the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No. 1980
518
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 4
Conditions and operating rules:
Stage The stage length is defined as the sum of the distances for the
Length: climbout maneuver, climb, cruise, and descent.
Takeoff: The airport altitude is 603 feet.
The airport temperature is 95degreesF.
The runway length is 13,400 feet.
An Aircraft center of gravity location of 23 percent of the
mean aerodynamic chord.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA Regulations.
Climbout
Maneuver: Following the takeoff to 35 feet, the Aircraft accelerates to
250 KCAS while climbing to 1,500 feet above the departure
airport altitude and retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the departure airport
altitude to 10,000 feet altitude at 250 KCAS.
The Aircraft then accelerates at a rate of climb of 500 feet
per minute to a climb speed of 311 KCAS.
The climb continues at 311 KCAS until 0.84 Mach number is
reached.
The climb continues at 0.84 Mach number to the initial cruise
altitude.
The temperature is standard day during climb.
P.A. No. 1980
519
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 5
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.84 Mach number.
The initial cruise altitude is 31,000 feet.
A step climb or multiple step climbs of 4,000 feet altitude may
be used when beneficial to minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise thrust except
during a step climb when maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise altitude at 250
KCAS to an altitude of 1,500 feet above the destination airport
altitude.
Throughout the descent, the cabin pressure will be controlled
to a maximum rate of descent equivalent to 300 feet per minute
at sea level.
The temperature is standard day during descent.
Approach The Aircraft decelerates to the final approach speed while
and Landing extending landing gear and flaps, then descends and lands.
Maneuver:
The destination airport altitude is 139 feet.
P.A. No. 1980
520
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 6
Fixed Allowances: For the purpose of this guarantee and for the purpose of
establishing compliance with this guarantee, the following
shall be used as fixed quantities and allowances:
Taxi-out:
Fuel 1,080 Pounds
Time 0.250 Hours
Takeoff and Climbout Maneuver:
Fuel 1,670 Pounds
Distance 4.7 Nautical Miles
Approach and Landing Maneuver:
Fuel 540 Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel 580 Pounds
Time 0.133 Hours
Usable reserve fuel remaining upon completion of the approach
and landing maneuver: [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
521
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 7
2.3.2 MISSION BLOCK FUEL
The block fuel for a stage length of 6,491 nautical miles in still air
(representative of a Dallas / Ft. Worth to Tokyo route) with a
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] pound payload using the conditions and operating rules
defined below, shall not be more than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Conditions and operating rules are the same as Paragraph 2.3.1 except
as follows:
Block Fuel: The block fuel is defined as the sum of the fuel used
for taxi-out, takeoff and climbout maneuver, climb,
cruise, descent, approach and landing maneuver, and
taxi-in.
Takeoff: The airport altitude is 603 feet.
The takeoff gross weight is not limited by the airport
conditions.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude at
250 KCAS.
The Aircraft then accelerates at a rate of climb of
500 feet per minute to a climb speed of 310 KCAS.
The climb continues at 310 KCAS until 0.84 Mach
number is reached.
Fixed
Allowances: For the purpose of this guarantee and for the purpose
of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Operational Empty Weight, OEW (Paragraph 2.3.4):
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] Pounds
P.A. No. 1980
522
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 8
Takeoff and Climbout Maneuver:
Fuel 1,650 Pounds
Distance 4.6 Nautical Miles
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
2.3.3 OPERATIONAL EMPTY WEIGHT basis
The Operational Empty Weight (OEW) derived in Paragraph 2.3.4 is the
basis for the mission guarantees of Paragraphs 2.3.1 and 2.3.2.
2.3.4 777-200 IGW WEIGHT SUMMARY - AMERICAN AIRLINES
Pounds
------
Standard Model Specification MEW 287,500
Configuration Specification D019W004 Rev. A
dated 29 February 1996
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
523
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 9
Quantity Pounds Pounds
* Seat Weight Included: #
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.3.5 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
Qty Pounds Pounds Pounds
Standard Items Allowance 7,377
Unusable Fuel 625
Oil 175
Oxygen Equipment 70
Passenger Portable 10 70
Miscellaneous Equipment 72
First Aid Kits 4 12
Crash Axe 1 3
Megaphones 2 7
Flashlights 13 18
Fire Gloves 1 1
Smoke Goggles 4 1
Smoke Hoods 6 30
Galley Structure &
Fixed Inserts 6,435
Operational Items Allowance #
Crew and Crew Baggage 2,030
Flight Crew 2 430
Cabin Crew 10 1,600
Catering Allowance
(2.5 meals) #
First Class # #
Business Class # #
Economy Class # #
Passenger Service
Equipment #
Potable Water -
172 Gallons 1,434
Waste Tank Disinfectant 150
Emergency Equipment 1,980
Slide Rafts 8 1,512
Life Vests # #
Locator Transmitter 2 7
-----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
524
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 10
Cargo System #
Fwd ▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ # #
▇▇▇ ▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ # #
Total Standard and Operational Items Allowance #
-----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.3.6 AMERICAN AIRLINES LOPA 777-200 IGW ICX-8183
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
3 MANUFACTURER'S EMPTY WEIGHT
3.1 The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the
value in Section 3-60-00 of Detail Specification D019W004 plus one
percent.
3.2 The maximum structural payload, as represented by the maximum design
zero fuel weight minus the OEW (based on the American Airlines weight
allowances derived in Paragraph 2.3.4) shall not be less than the
following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No. 1980
525
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 11
4 SOUND LEVELS
4.1 COMMUNITY SOUND LEVELS
The Aircraft shall be certified in accordance with Stage 3
requirements of FAR Part 36, essentially equivalent to ICAO Annex 16,
Volume 1, Chapter 3.
4.2 INTERIOR SOUND LEVELS IN FLIGHT
The sound level at the head position of a seated pilot or passenger
during cruise shall not be more than the following guarantee value:
Overall Sound Pressure Levels OASPL
-----
Pilot's Inboard Ear NOMINAL: 77 dB
TOLERANCE: +3 dB
GUARANTEE: 80 dB
Passenger Aisle Seats NOMINAL: 82 dB
Forward of Station 620 TOLERANCE: +3 dB
GUARANTEE: 85 dB
Passenger Aisle Seats NOMINAL: 86 dB
At Station 804 and TOLERANCE: +3 dB
Aft to Station 1250 GUARANTEE: 89 dB
Passenger Aisle Seats NOMINAL: 89 dB
At Station 1300 and Aft TOLERANCE: +2 dB
GUARANTEE: 91 dB
Speech Interference Levels SIL
---
Pilot's Inboard Ear NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
Passenger Aisle Seats NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
4.3 RAMP SOUND LEVELS
The sound level at ramp locations during aircraft ground operation shall
not be more than the following guarantee value:
P.A. No. 1980
526
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 12
A-weighted Sound Levels dBA
---
Forward and Aft NOMINAL: 81 dBA
Cargo Doors TOLERANCE: +2 dBA
GUARANTEE: 83 dBA
Passenger Entry Doors NOMINAL: 77 dBA
(left side) TOLERANCE: +2 dBA
GUARANTEE: 79 dBA
Underwing Fueling NOMINAL: 78 dBA
Locations TOLERANCE: +2 dBA
GUARANTEE: 80 dBA
20-meter perimeter NOMINAL: 86 dBA
(with APU Exhaust TOLERANCE: +2 dBA
Muffler 4900CG7003) GUARANTEE: 88 dBA
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based on the Aircraft
configuration as defined in Revision A of Detail Specification D019W004
(hereinafter referred to as the Detail Specification). Appropriate
adjustment shall be made for changes in such Detail Specification approved
by the Customer and Boeing or otherwise allowed by the Purchase Agreement
which cause changes to the flight performance, sound levels, and/or weight
and balance of the Aircraft. Such adjustment shall be accounted for by
Boeing in its evidence of compliance with the guarantees.
5.2 The guarantee payload of Paragraph 2.3.1 and the Maximum Structural
Payload guarantee of Paragraph 3.2 will be adjusted by Boeing for the
effect of the following on OEW and the Manufacturer's Empty Weight
guarantee of Paragraph 3.1 will be adjusted by Boeing for the following in
its evidence of compliance with the guarantees:
(1) Changes to the Detail Specification including Change Requests,
Master Changes, Change Orders or any other changes mutually agreed upon
between the Customer and Boeing or otherwise allowed by the Purchase
Agreement.
P.A. No. 1980
527
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 13
(2) The difference between the component weight allowances given in
Appendix IV of the Detail Specification and the actual weights.
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and specified variations therefrom; altitudes
are pressure altitudes.
6.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, the 777-200 Certification Basis regulations specified
in the Type Certificate Data Sheet T-00001SE, Revision 4, dated April 18,
1996.
6.3 In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for the
Aircraft as described in Paragraph 6.2, and as a result thereof, a change
is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.
6.4 The takeoff and landing guarantees, and the takeoff portion of the mission
guarantees are based on hard surface, level and dry runways with no wind
or obstacles, no clearway or stopway, 235 mph tires, with anti-skid
operative, and with the Aircraft center of gravity at the most forward
limit unless otherwise specified. The takeoff performance is based on no
engine bleed for air conditioning or thermal anti-icing and the Auxiliary
Power Unit (APU) turned off. The improved climb performance procedure
will be used for takeoff as required. The landing performance is based on
the use of automatic spoilers.
6.5 The climb, cruise and descent portions of the mission guarantees include
allowances for normal power extraction and engine bleed for normal
P.A. No. 1980
528
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 14
operation of the air conditioning system. Normal electrical power
extraction shall be defined as not less than a 212 kilowatts total
electrical load. Normal operation of the air conditioning system shall be
defined as pack switches in the "Auto" position, the temperature control
switches in the "Auto" position that results in a nominal cabin temperature
of 75degreesF, and all air conditioning systems operating normally. This
operation allows a maximum cabin pressure differential of 8.6 pounds per
square inch at higher altitudes, with a nominal Aircraft cabin ventilation
rate of 7,600 cubic feet per minute including passenger cabin recirculation
(nominal recirculation is 50 percent). The APU is turned off unless
otherwise specified.
6.6 The climb, cruise and descent portions of the mission guarantees are based
on an Aircraft center of gravity location, as determined by Boeing, not to
be aft of 30 percent of the mean aerodynamic chord.
6.7 Performance, where applicable, is based on a fuel Lower Heating Value
(LHV) of 18,580 BTU per pound and a fuel density of 6.70 pounds per U.S.
gallon.
6.8 Sound pressure levels are measured in decibels (dB) referred to the
standard reference pressure of 20 micro Pascals. Overall sound pressure
level (OASPL) is defined to be the sound pressure level for the frequency
range from 45 to 11,200 Hz. Speech interference level (SIL) is defined to
be the arithmetic average of sound pressure levels in the three octave
bands with center frequencies at 1,000, 2,000 and 4,000 Hz. A-weighted
sound level (dBA) is as defined in American National Standards Association
S1.4-1983 for the frequency range from 45 to 11,200 Hz.
6.9 The guarantee for interior sound levels in flight pertains to normal
operation of an Aircraft in cruise during straight and level flight at an
altitude of 35,000 feet at 0.84 Mach number. All BFE galley inserts and
inflight entertainment systems with associated cooling equipment, if any,
will be turned off. The Aircraft shall have a
P.A. No. 1980
529
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 15
complete interior installation including standard thermal/acoustic
insulation, all lining and partition panels, a full ship set of fabric
upholstered seats and floor covering in the passenger cabin and flight deck
consisting of a carpet. The interior configuration is defined in LOPA
ICX-8183. The procedures used for the measurement of interior sound levels
shall be equivalent to those in SAE ARP 1323.
6.10 The guarantee for ramp sound levels pertains to a parked Aircraft during
in service turn around with the APU, all environmental control system
packs, environmental control system recirculation fans, electronic
equipment cooling fans and vent fans operating, and with the main
propulsion engines not operating. The guarantee for ramp sound levels on
the 20-meter perimeter pertains to sound levels measured on a rectangular
perimeter 20 meters on either side of the Aircraft centerline, 20 meters
forward of the nose of the fuselage and 20 meters aft of the tail of the
fuselage. The aircraft configuration must include the APU exhaust muffler
(4900CG7003). The procedures used for the measurement of ramp sound
levels shall be equivalent to those in SAE ARP 1307.
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3 and 4 shall be based on
the conditions specified in those sections, the Aircraft configuration of
Section 5 and the guarantee conditions of Section 6.
7.2 Compliance with the takeoff guarantee, the takeoff portion of the mission
guarantees, and the community sound level guarantees shall be based on the
FAA approved Airplane Flight Manual for the Model 777-200IGW except that
the takeoff weight used to show compliance with Paragraphs 2.1, 2.3.1, and
2.3.2 may exceed the takeoff weight limit appearing on the Weight
Limitations page in the FAA approved Airplane Flight Manual for the Model
777-200IGW in which case such guarantee
P.A. No. 1980
530
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 16
compliance shall not be construed as authorizing operation at such a
weight.
7.3 Compliance with the distance portion of the landing guarantee shall be
established by calculations of segment performance based on flight and
ground test data obtained from an aircraft in a configuration similar to
that defined by the Detail Specification.
7.4 Compliance with the ground roll reverser retarding force portion of the
landing guarantee shall be established by calculations of segment
performance based on flight and ground test data obtained from an aircraft
in a configuration similar to that defined by the Detail Specification.
7.5 Compliance with the climb, cruise and descent portions of the mission
guarantees shall be established by calculations based on flight test data
obtained from an aircraft in a configuration similar to that defined by
the Detail Specification.
7.6 Compliance with the takeoff guarantee and the takeoff portion of the
mission guarantee shall not be contingent upon acceptance of a Change
Request, Master Change, Change Order, or other changes to allow operation
at an alternate forward center of gravity limit.
7.7 The OEW used for compliance with the mission guarantees and the maximum
structural payload guarantee shall be the actual MEW plus the Standard and
Operational Items Allowance in Paragraph 3-60-00 of the Detail
Specification.
7.8 Compliance with the Manufacturer's Empty Weight guarantee shall be based
on information in the "Weight and Balance Control and Loading Manual -
Aircraft Report."
7.9 The data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance with
established engineering practices to show compliance with these
guarantees.
P.A. No. 1980
531
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 17
7.10 Compliance with the guarantees for interior sound levels in flight and
ramp sound levels during ground operation shall be demonstrated by reports
based on a sound level survey on the Customer's Aircraft, a production
777-200 aircraft, or on another aircraft acoustically similar to the
Customer's Aircraft, whichever is available as determined by Boeing.
Compliance will be based on sound level measurements from a representative
number of seats. These sound levels shall be adjusted for sound level
increases resulting from Buyer Furnished Equipment, Boeing Purchased
Equipment, and from changes to the Configuration Specification approved by
the Customer and Boeing or otherwise allowed by the Purchase Agreement.
Compliance with the guarantee for ramp sound levels shall be demonstrated
by Boeing Document D047W211.
7.11 Compliance shall be based on the performance of the airframe and engines
in combination, and shall not be contingent on the engine meeting its
manufacturer's performance specification.
8 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those set
forth in this Attachment.
MODEL 777-200 IGW PERFORMANCE GUARANTEES
TRENT 892 ENGINES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 SOUND LEVELS
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEES
P.A. No. 1980
532
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 18
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 777- 200 IGW Aircraft with a
maximum takeoff weight of at least 648,000 pounds, a maximum landing
weight of 460,000 pounds, and a maximum zero fuel weight of 430,000
pounds, and equipped with Boeing furnished Trent 892 engines.
2 FLIGHT PERFORMANCE
2.1 TAKEOFF
The FAA approved takeoff field length at a gross weight at the start of
the ground roll of 648,000 pounds, at a temperature of 86 degrees F, at a
sea level altitude, an alternate forward center of gravity limit of 23
percent of the mean aerodynamic chord and using maximum takeoff thrust,
shall not be more than the following guarantee value:
GUARANTEE: 10,500 Feet
2.2 LANDING
The operational landing field length at a gross weight of 460,000 pounds,
at a sea level altitude, on a standard day, using an FAA approved flap
setting, and satisfying the conditions and operating rules defined below,
shall not be more than the following guarantee value:
GUARANTEE: 5,100 Feet
Conditions and operating rules:
The operational landing field length is defined as 115 percent of the
horizontal distance from 50 feet altitude to a complete stop.
The approach speed will be VREF+5 ▇▇▇▇
The air time from 50 feet altitude to main gear touchdown will be 4.56
seconds.
P.A. No. 1980
533
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 19
The speed at 50 feet altitude will be defined as the approach speed.
The speed at main gear touchdown will be 98.38 percent of the speed at
50 feet altitude. The speed at brake application will be 97.05
percent of the speed at 50 feet altitude.
The time delays from main gear touchdown will be as follows:
Spoiler actuation 1 seconds
Brake application 1 seconds
Reverse thrust selection 2 seconds
Reversers deployed 4 seconds
The runway condition is wet. The wet runway coefficient of friction
is defined to be 0.200.
The airplane is in the landing configuration throughout.
Reverse thrust application will be consistent with operating
instructions provided by Boeing to the Customer. Reverse thrust
operation with these instructions shall not exceed engine operating
limitations provided by the engine manufacturer to Boeing.
2.3 MISSION
2.3.1 MISSION PAYLOAD
The payload for a stage length of 6,491 nautical miles in still air
(representative of a Dallas / Ft. Worth to Tokyo route) using the
conditions and operating rules defined below, shall not be less than
the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No. 1980
534
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 20
Conditions and operating rules:
Stage
Length: The stage length is defined as the sum of the distances for the
climbout maneuver, climb, cruise, and descent.
Takeoff: The airport altitude is 603 feet.
The airport temperature is 95 degrees F.
The runway length is 13,400 feet.
An Aircraft center of gravity location of 23 percent of the mean
aerodynamic chord.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA Regulations.
Climbout
Maneuver: Following the takeoff to 35 feet, the Aircraft accelerates to 250
KCAS while climbing to 1,500 feet above the departure airport
altitude and retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the departure airport
altitude to 10,000 feet altitude at 250 KCAS.
The Aircraft then accelerates at a rate of climb of 500 feet per
minute to a climb speed of 316 KCAS.
The climb continues at 316 KCAS until 0.84 Mach number is
reached.
The climb continues at 0.84 Mach number to the initial cruise
altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
P.A. No. 1980
535
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 21
Cruise: The Aircraft cruises at 0.84 Mach number.
The initial cruise altitude is 31,000 feet.
A step climb or multiple step climbs of 4,000 feet altitude may
be used when beneficial to minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise thrust except
during a step climb when maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise altitude at 250 KCAS
to an altitude of 1,500 feet above the destination airport
altitude.
Throughout the descent, the cabin pressure will be controlled to
a maximum rate of descent equivalent to 300 feet per minute at
sea level.
The temperature is standard day during descent.
Approach
and Landing
Maneuver: The Aircraft decelerates to the final approach speed while
extending landing gear and flaps, then descends and lands.
The destination airport altitude is 139 feet.
Fixed
Allowances: For the purpose of this guarantee and for the purpose of
establishing compliance with this guarantee, the following shall
be used as fixed quantities and allowances:
P.A. No. 1980
536
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 22
Taxi-out:
Fuel 900 Pounds
Time 0.250 Hours
Takeoff and Climbout Maneuver:
Fuel 1,925 Pounds
Distance 4.8 Nautical Miles
Approach and Landing Maneuver:
Fuel 560 Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel 480 Pounds
Time 0.133 Hours
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.3.2 MISSION BLOCK FUEL
The block fuel for a stage length of 6,491 nautical miles in still air
(representative of a Dallas / Ft. Worth to Tokyo route) with a
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] pound payload using the conditions and operating rules
defined below, shall not be more than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. No. 1980
537
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 23
Conditions and operating rules are the same as Paragraph 2.3.1 except
as follows:
Block Fuel: The block fuel is defined as the sum of the fuel
used for taxi-out, takeoff and climbout maneuver,
climb, cruise, descent, approach and landing
maneuver, and taxi-in.
Takeoff: The airport altitude is 603 feet.
The takeoff gross weight is not limited by the airport
conditions.
Fixed
Allowances: For the purpose of this guarantee and for the purpose
of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Operational Empty Weight, OEW (Paragraph 2.3.4):
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] Pounds
Takeoff and Climbout Maneuver:
Fuel 1,900 Pounds
Distance 4.6 Nautical Miles
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
2.3.3 OPERATIONAL EMPTY WEIGHT BASIS
The Operational Empty Weight (OEW) derived in Paragraph 2.3.4 is the
basis for the mission guarantees of Paragraphs 2.3.1 and 2.3.2.
2.3.4 777-200 IGW WEIGHT SUMMARY - AMERICAN AIRLINES
Pounds
------
Standard Model Specification MEW 280,300
Configuration Specification D019W004 Rev. A
dated 29 February 1996
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
538
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 24
Changes for: American Airlines
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Quantity Pounds Pounds
* Seat Weight Included: #
---------------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.3.5 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
Qty Pounds Pounds Pounds
Standard Items Allowance 7,377
Unusable Fuel 625
Oil 175
Oxygen Equipment 70
Passenger Portable 10 70
P.A. No. 1980
539
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 25
Miscellaneous Equipment 72
First Aid Kits 4 12
Crash Axe 1 3
Megaphones 2 7
Flashlights 13 18
Fire Gloves 1 1
Smoke Goggles 4 1
Smoke Hoods 6 30
Galley Structure & Fixed
Inserts 6,435
Operational Items Allowance #
Crew and Crew Baggage 2,030
Flight Crew 2 430
Cabin Crew 10 1,600
Catering Allowance (2.5 meals) #
First Class # #
Business Class # #
Economy Class # #
Passenger Service Equipment 1,956
Potable Water - 172 Gallons 1,434
Waste Tank Disinfectant 150
Emergency Equipment 1,980
Slide Rafts 8 1,512
# # #
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Locator Transmitter 2 7
Cargo System #
Fwd ▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ # #
▇▇▇ ▇▇-▇ ▇▇▇▇▇▇▇▇▇▇ # #
Total Standard and Operational Items Allowance #
-----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.3.6 AMERICAN AIRLINES LOPA 777-200 IGW ICX-8183
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No. 1980
540
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 26
3 MANUFACTURER'S EMPTY WEIGHT
3.1 The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the
value in Section 3-60-00 of Detail Specification D019W004 plus one
percent.
3.2 The maximum structural payload, as represented by the maximum design zero
fuel weight minus the OEW (based on the American Airlines weight
allowances derived in Paragraph 2.3.4) shall not be less than the
following guarantee value:
NOMINAL: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
TOLERANCE: SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
GUARANTEE: CONFIDENTIAL TREATMENT.]
4 SOUND LEVELS
4.1 COMMUNITY SOUND LEVELS
The Aircraft shall be certified in accordance with Stage 3 requirements of
FAR Part 36, essentially equivalent to ICAO Annex 16, Volume 1, Chapter 3.
4.2 INTERIOR SOUND LEVELS IN FLIGHT
The sound level at the head position of a seated pilot or passenger during
cruise shall not be more than the following guarantee value:
Overall Sound Pressure Levels OASPL
-----
Pilot's Inboard Ear NOMINAL: 77 dB
TOLERANCE: +3 dB
GUARANTEE: 80 dB
Passenger Aisle Seats NOMINAL: 82 dB
Forward of Station 620 TOLERANCE: +3 dB
GUARANTEE: 85 dB
Passenger Aisle Seats NOMINAL: 86 dB
At Station 804 and TOLERANCE: +3 dB
Aft to Station 1250 GUARANTEE: 89 dB
P.A. No. 1980
541
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 27
Passenger Aisle Seats NOMINAL: 92 dB
At Station 1300 and Aft TOLERANCE: +2 dB
GUARANTEE: 94 dB
Speech Interference Levels
SIL
---
Pilot's Inboard Ear NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
Passenger Aisle Seats NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
4.3 RAMP SOUND LEVELS
The sound level at ramp locations during aircraft ground operation shall
not be more than the following guarantee value:
A-weighted Sound Levels dBA
---
Forward and Aft NOMINAL: 81 dBA
Cargo Doors TOLERANCE: +2 dBA
GUARANTEE: 83 dBA
Passenger Entry Doors NOMINAL: 77 dBA
(left side) TOLERANCE: +2 dBA
GUARANTEE: 79 dBA
P.A. No. 1980
542
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 28
Underwing Fueling NOMINAL: 78 dBA
Locations TOLERANCE: +2 dBA
GUARANTEE: 80 dBA
20-meter perimeter NOMINAL: 86 dBA
(with APU Exhaust TOLERANCE: +2 dBA
Muffler 4900CG7003) GUARANTEE: 88 dBA
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based on the Aircraft
configuration as defined in Revision A of Detail Specification D019W004
(hereinafter referred to as the Detail Specification). Appropriate
adjustment shall be made for changes in such Detail Specification approved
by the Customer and Boeing or otherwise allowed by the Purchase Agreement
which cause changes to the flight performance, sound levels, and/or weight
and balance of the Aircraft. Such adjustment shall be accounted for by
Boeing in its evidence of compliance with the guarantees.
5.2 The guarantee payload of Paragraph 2.3.1 and the Maximum Structural
Payload guarantee of Paragraph 3.2 will be adjusted by Boeing for the
effect of the following on OEW and the Manufacturer's Empty Weight
guarantee of Paragraph 3.1 will be adjusted by Boeing for the following in
its evidence of compliance with the guarantees:
(1) Changes to the Detail Specification including Change Requests,
Master Changes, Change Orders or any other changes mutually agreed upon
between the Customer and Boeing or otherwise allowed by the Purchase
Agreement.
(2) The difference between the component weight allowances given in
Appendix IV of the Detail Specification and the actual weights.
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and
P.A. No. 1980
543
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 29
specified variations therefrom; altitudes are pressure altitudes.
6.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, the 777-200 Certification Basis regulations specified
in the Type Certificate Data Sheet T-00001SE, Revision 4, dated April 18,
1996.
6.3 In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for the
Aircraft as described in Paragraph 6.2, and as a result thereof, a change
is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.
6.4 The takeoff and landing guarantees, and the takeoff portion of the mission
guarantees are based on hard surface, level and dry runways with no wind
or obstacles, no clearway or stopway, 235 mph tires, with anti-skid
operative, and with the Aircraft center of gravity at the most forward
limit unless otherwise specified. The takeoff performance is based on no
engine bleed for air conditioning or thermal anti-icing and the Auxiliary
Power Unit (APU) turned off. The improved climb performance procedure
will be used for takeoff as required. The landing performance is based on
the use of automatic spoilers.
6.5 The climb, cruise and descent portions of the mission guarantees include
allowances for normal power extraction and engine bleed for normal
operation of the air conditioning system. Normal electrical power
extraction shall be defined as not less than a 212 kilowatts total
electrical load. Normal operation of the air conditioning system shall be
defined as pack switches in the "Auto" position, the temperature control
switches in the "Auto" position that results in a nominal cabin
temperature of 75 degrees F, and all air conditioning systems operating
normally. This
P.A. No. 1980
544
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 30
operation allows a maximum cabin pressure differential of 8.6 pounds per
square inch at higher altitudes, with a nominal Aircraft cabin ventilation
rate of 7,600 cubic feet per minute including passenger cabin
recirculation (nominal recirculation is 50 percent). The APU is turned
off unless otherwise specified.
6.6 The climb, cruise and descent portions of the mission guarantees are based
on an Aircraft center of gravity location, as determined by Boeing, not to
be aft of 30 percent of the mean aerodynamic chord.
6.7 Performance, where applicable, is based on a fuel Lower Heating Value
(LHV) of 18,580 BTU per pound and a fuel density of 6.70 pounds per U.S.
gallon.
6.8 Sound pressure levels are measured in decibels (dB) referred to the
standard reference pressure of 20 micro Pascals. Overall sound pressure
level (OASPL) is defined to be the sound pressure level for the frequency
range from 45 to 11,200 Hz. Speech interference level (SIL) is defined to
be the arithmetic average of sound pressure levels in the three octave
bands with center frequencies at 1,000, 2,000 and 4,000 Hz. A-weighted
sound level (dBA) is as defined in American National Standards Association
S1.4-1983 for the frequency range from 45 to 11,200 Hz.
6.9 The guarantee for interior sound levels in flight pertains to normal
operation of an Aircraft in cruise during straight and level flight at an
altitude of 35,000 feet at 0.84 Mach number. All BFE galley inserts and
inflight entertainment systems with associated cooling equipment, if any,
will be turned off. The Aircraft shall have a complete interior
installation including standard thermal/acoustic insulation, all lining
and partition panels, a full ship set of fabric upholstered seats and
floor covering in the passenger cabin and flight deck consisting of a
carpet. The interior configuration is defined in LOPA ICX-8183. The
procedures used for the measurement of interior sound levels shall be
equivalent to those in SAE ARP 1323.
P.A. No. 1980
545
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 31
6.10 The guarantee for ramp sound levels pertains to a parked Aircraft during
in service turn around with the APU, all environmental control system
packs, environmental control system recirculation fans, electronic
equipment cooling fans and vent fans operating, and with the main
propulsion engines not operating. The guarantee for ramp sound levels on
the 20-meter perimeter pertains to sound levels measured on a rectangular
perimeter 20 meters on either side of the Aircraft centerline, 20 meters
forward of the nose of the fuselage and 20 meters aft of the tail of the
fuselage. The aircraft configuration must include the APU exhaust muffler
(4900CG7003). The procedures used for the measurement of ramp sound
levels shall be equivalent to those in SAE ARP 1307.
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3 and 4 shall be based on
the conditions specified in those sections, the Aircraft configuration of
Section 5 and the guarantee conditions of Section 6.
7.2 Compliance with the takeoff guarantee, the takeoff portion of the mission
guarantees, and the community sound level guarantees shall be based on the
FAA approved Airplane Flight Manual for the Model 777-200IGW except that
the takeoff weight used to show compliance with Paragraphs 2.1, 2.3.1, and
2.3.2 may exceed the takeoff weight limit appearing on the Weight
Limitations page in the FAA approved Airplane Flight Manual for the Model
777-200IGW in which case such guarantee compliance shall not be construed
as authorizing operation at such a weight.
7.3 Compliance with the distance portion of the landing guarantee shall be
established by calculations of segment performance based on flight and
ground test data obtained from an aircraft in a configuration similar to
that defined by the Detail Specification.
P.A. No. 1980
546
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 32
7.4 Compliance with the ground roll reverser retarding force portion of the
landing guarantee shall be established by calculations of segment
performance based on flight and ground test data obtained from an aircraft
in a configuration similar to that defined by the Detail Specification.
7.5 Compliance with the climb, cruise and descent portions of the mission
guarantees shall be established by calculations based on flight test data
obtained from an aircraft in a configuration similar to that defined by
the Detail Specification.
7.6 Compliance with the takeoff guarantee and the takeoff portion of the
mission guarantee shall not be contingent upon acceptance of a Change
Request, Master Change, Change Order, or other changes to allow operation
at an alternate forward center of gravity limit.
7.7 The OEW used for compliance with the mission guarantees and the maximum
structural payload guarantee shall be the actual MEW plus the Standard and
Operational Items Allowance in Paragraph 3-60-00 of the Detail
Specification.
7.8 Compliance with the Manufacturer's Empty Weight guarantee shall be based
on information in the "Weight and Balance Control and Loading Manual -
Aircraft Report."
7.9 The data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance with
established engineering practices to show compliance with these
guarantees.
7.10 Compliance with the guarantees for interior sound levels in flight and
ramp sound levels during ground operation shall be demonstrated by reports
based on a sound level survey on the Customer's Aircraft, a production
777-200 aircraft, or on another aircraft acoustically similar to the
Customer's Aircraft, whichever is available as determined by Boeing.
Compliance will be based on sound level measurements from a representative
P.A. No. 1980
547
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 33
number of seats. These sound levels shall be adjusted for sound level
increases resulting from Buyer Furnished Equipment, Boeing Purchased
Equipment, and from changes to the Configuration Specification approved by
the Customer and Boeing or otherwise allowed by the Purchase Agreement.
Compliance with the guarantee for ramp sound levels shall be demonstrated
by Boeing Document D047W211.
7.11 Compliance shall be based on the performance of the airframe and engines
in combination, and shall not be contingent on the engine meeting its
manufacturer's performance specification.
8 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those set
forth in this Attachment.
P.A. No. 1980
548
6-1162-AKP-112
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1980 between The Boeing Company
and American Airlines, Inc. relating to Model
777-223IGW Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. 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 in the
Purchase Agreement.
549
American Airlines, Inc.
6-1162-AKP-112 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
Attachments
550
Attachment A to
6-1162-AKP-112
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
551
Attachment B to
6-1162-AKP-112
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
552
P.A. No. 1980
6-1162-AKP-113
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: 777 Miscellaneous Commitments
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
5. Confidential Treatment.
Customer and Boeing understand that certain commercial and financial
information contained in this Letter Agreement are considered by Boeing and
Customer as confidential. Customer and Boeing agree that each will treat this
Letter Agreement and the information contained herein as confidential and will
not, without the prior written consent of the other, disclose this Letter
Agreement or any information contained herein to any other person or entity,
except as provided in this Letter Agreement or the Purchase Agreement.
P.A. No. 1980
553
American Airlines, Inc.
6-1162-AKP-113 Page 2
Very truly yours,
THE BOEING COMPANY
By
--------------------------------
Its Attorney-In-Fact
--------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------
AMERICAN AIRLINES, INC.
By
--------------------------------
Its
-------------------------------
P.A. No. 1980
554
6-1162-AKP-114
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Installation of Cabin Systems Equipment
Reference: Purchase Agreement No. 1980 between The Boeing
Company and American Airlines, Inc. relating to Model
777-223IGW Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
Customer desires Boeing to install in the Aircraft the inflight entertainment
and cabin communications systems (IFE/CCS) described in Attachment A to this
Letter Agreement.
Because of the complexity of the IFE/CCS, special attention and additional
resources will be required during the development, integration, certification,
and manufacture of the Aircraft to achieve proper operation of the IFE/CCS at
the time of delivery of the Aircraft. To assist Customer, Boeing will perform
the functions of project manager (the Project Manager) as set forth in
Attachment B.
1. Responsibilities.
1.1 Customer's responsibilities:
1.1.1 Provide Customer's IFE/CCS system requirements to Boeing;
1.1.2 Select the IFE/CCS suppliers (Vendors) from among those
suppliers identified in the Change Requests listed in Attachment A to this
Letter Agreement (Customer has selected such Vendors as of the date of this
Letter Agreement);
P.A. No. 1980
555
American Airlines,Inc.
6-1162-AKP-114 Page 2
1.1.3 Promptly after selecting Vendors, participate with Boeing
in meetings with Vendors to ensure that Vendor's functional system
specifications meet Customer's and Boeing's respective requirements;
1.1.4 Select Vendor part numbers and provide such part numbers
to Boeing by as soon as reasonably possible following Vendor selection (Customer
has selected such part numbers as of the date of this Letter Agreement);
1.1.5 Negotiate and obtain agreements on product assurance,
product support following Aircraft delivery (including spares support), and any
other terms desirable to Customer in its own discretion directly with Vendors;
1.1.6 Provide pricing information for part numbers selected
above to Boeing by a mutually selected date;
1.1.7 Negotiate and obtain agreements with any required service
providers; and
1.1.8 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] to include in Customer's contract with any seat supplier a condition
obligating such seat supplier to enter into and comply with a Boeing approved
bonded stores agreement. This bonded stores agreement (in form and substance
reasonably satisfactory to Boeing) will set forth the procedures concerning the
use, handling and storage for the Boeing owned IFE/CCS equipment during the time
such equipment is under the seat supplier's control.
1.2 Boeing will in a timely manner:
1.2.1 Responsibly perform the functions of Project Manager in
accordance with the terms of this Letter Agreement and Attachment B;
1.2.2 Provide Aircraft interface requirements to Vendors as
specified in Boeing Document D6-36440, "Standard Cabin Systems Requirements
Document" (SCSRD) and as specified in Section 3.A of Attachment B;
1.2.3 Assist Vendors in the development of their IFE/CCS system
specifications and approve such specifications;
P.A. No. 1980
556
American Airlines,Inc.
6-1162-AKP-114 Page 3
1.2.4 Negotiate terms and conditions (except for price, product
assurance, product support following Aircraft delivery and any other terms
desirable to Customer in its own discretion) and enter into contracts with
Vendors and manage such contracts for the IFE/CCS;
1.2.5 Coordinate the resolution of technical issues with
Vendors;
1.2.6 Ensure that at time of Aircraft delivery the IFE/CCS
configuration and functionality meets the requirements of the Detail
Specification including all Change Requests contained in Attachment A to this
Letter Agreement as such Attachment A may be amended from time to time;
1.2.7 Prior to or at delivery of the applicable Aircraft, obtain
FAA certification of the Aircraft with the IFE/CCS installed therein, including
the Systems Software identified in Section 2.1 of this Letter Agreement; and
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2. Software.
IFE/CCS systems may contain software of the following two types:
2.1 The software required to operate and certify the IFE/CCS
systems on the Aircraft is the Systems Software and it is considered a part of
the IFE/CCS for purposes of this Letter Agreement.
2.2 The software accessible to the Aircraft passengers and cabin crews
which controls Customer's specified optional features is Customer's Software and
it is not a part of the IFE/CCS for purposes of this Letter Agreement.
2.2.1 Customer is solely responsible for specifying Customer's
Software functional and performance requirements and ensuring that Customer's
Software meets such requirements. Customer and Customer's Software supplier will
have total responsibility for the writing, certification, modification,
revision, or correction of any of Customer's Software. Boeing will not perform
the functions and obligations described in Section 1.2 above, nor the Project
Manager's functions described in Attachment B, for Customer's Software.
P.A. No. 1980
557
American Airlines,Inc.
6-1162-AKP-114 Page 4
2.2.2 The omission of any Customer's Software or the lack of any
functionality of Customer's Software will not be a valid condition for
Customer's rejection of the Aircraft at the time of Aircraft delivery.
2.2.3 Boeing has no obligation to approve any documentation to
support Customer's Software certification. Notwithstanding the preceding
sentence, Boeing will, however, only review and operate Customer's Software if
in Boeing's reasonable opinion such review and operation is necessary to certify
the IFE/CCS system on the Aircraft.
2.2.4 Boeing will not be responsible for obtaining FAA
certification for Customer's Software.
3. Changes.
3.1 After Boeing and Vendor have entered into a contract for the purchase
of the IFE/CCS, changes to such contract may only be made by Boeing; provided,
however, that such changes will be made with the prior consent of Customer.
Notwithstanding the foregoing, Customer may request changes at any time. Any
such Customer request for changes to the IFE/CCS specification after the
Boeing/Vendor contract has been signed must be made in writing directly to
Boeing. Boeing shall respond to such request by Customer in a timely manner. If
such change is technically feasible and Boeing has the resources and time to
incorporate such change, then Boeing shall negotiate with the Vendor to
incorporate such change into the contract for the IFE/CCS. Any Vendor price
increase resulting from such a change will be negotiated between Customer and
Vendor.
3.2 Boeing and Customer recognize that the developmental nature of
the IFE/CCS may require changes to the IFE/CCS or the Aircraft in order to
ensure (i) compatibility of the IFE/CCS with the Aircraft and all other Aircraft
systems, and (ii) FAA certification of the Aircraft with the IFE/CCS installed
therein. In such event Boeing will notify Customer and recommend to Customer the
most practical means for incorporating any such change. If within 15 days (or
such longer period of time as may be mutually agreed in writing) after such
notification Customer and Boeing through negotiations cannot mutually agree on
the incorporation of any such change or alternate course of action, then the
remedies available to Boeing in Section 5 shall apply.
3.3 The incorporation into the Aircraft of any mutually agreed change
to the IFE/CCS may result in Boeing adjusting the price of the Change Request
contained in Attachment A to this Letter Agreement.
P.A. No. 1980
558
American Airlines,Inc.
6-1162-AKP-114 Page 5
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3.5 Boeing's obligation to obtain FAA certification of the Aircraft
with the IFE/CCS installed is limited to the IFE/CCS as described in Attachment
A, as Attachment A may be amended from time to time.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
4. Exhibits B and C to the AGTA.
IFE/CCS is deemed to be BFE for the purposes of the Product Assurance
Document and the Customer Support Document.
5. Remedies.
5.1 If Customer does not comply with any of its material
obligations set forth herein, Boeing will provide to Customer written notice of
such non-compliance and in the event Customer has not cured such non-compliance
by the date of compliance (which shall be a reasonable period of time in
Boeing's reasonable judgment) provided in such notice, then Boeing may:
5.1.1 to the extent that such delay is attributable to such
non-compliance, take the following steps:
5.1.1.1 delay delivery of the Aircraft pursuant to
the provisions of Article 7, "Excusable Delay", of the AGTA; or
5.1.1.2 deliver the Aircraft without part or all of
the IFE/CCS installed, or with part or all of the IFE/CCS inoperative
(notwithstanding the provisions of Section 3.1 of the AGTA and even though such
IFE/CCS is required in order to obtain certification of such Aircraft in
accordance with such provisions), in either event Boeing shall be relieved of
all obligations to install or certify such IFE/CCS; and
5.1.2 also increase the Aircraft Price by the amount of Boeing's
additional costs to the extent attributable to such noncompliance (except such
cost increase shall not include any such costs Boeing has recovered from any
Vendors involved), provided, however, Boeing will use best reasonable efforts to
mitigate such costs. Notwithstanding the preceding sentence, Boeing has no
obligation to recover costs from Vendors.
P.A. No. 1980
559
American Airlines,Inc.
6-1162-AKP-114 Page 6
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. Advance Payments.
6.1 An estimated price for the IFE/CCS purchased by Boeing will be
included in the Aircraft Advance Payment Base Price to establish the Advance
Payments for each Aircraft.
6.2 The Aircraft Price will include the actual IFE/CCS prices and any
associated transportation costs charged Boeing by Vendors.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. Customer's Indemnification of Boeing.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
9. 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 in the Purchase Agreement.
P.A. No. 1980
560
American Airlines,Inc.
6-1162-AKP-114 Page 7
Very truly yours,
THE BOEING COMPANY
By
------------------------------
Its Attorney-In-Fact
----------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------
AMERICAN AIRLINES, INC.
By
------------------------------
Its
----------------------------
Attachments
P.A. No. 1980
561
Attachment A to
6-1162-AKP-114
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
562
Attachment B to
6-1162-AKP-114
Page 1
ATTACHMENT B
PROJECT MANAGER
This Attachment B describes the functions that Boeing will perform as Project
Manager to support (i) the development and integration of the IFE/CCS and (ii)
the FAA certification of the IFE/CCS when installed on the Aircraft.
1. Project Management.
Boeing will perform the following functions for the IFE/CCS. Boeing
will have authority to make day-to-day management decisions, and decisions on
technical details which in Boeing's reasonable opinion do not significantly
affect form, fit, function, cost or aesthetics. Boeing will be responsible for:
A. Managing the development of all program schedules;
B. Evaluating and approving Vendor's program management and
developmental plans;
C. Defining program metrics and status requirements;
D. Scheduling and conducting (including notifying Customer of)
(i) program status reviews and (ii) meetings to discuss any
changes, at intervals mutually agreed to by Boeing and
Customer. Customer will have the right to attend such status
meetings between Boeing and Vendor regarding the Aircraft;
E. Scheduling and conducting design and schedule reviews with
Customer and Vendors;
F. Monitoring compliance with schedules;
G. Evaluating and approving any recovery plans or plan
revisions which may be required of either Vendors or
Customer;
H. Leading the development of a joint IFE/CCS project
management plan (the Program Plan) and;
I. Managing the joint development of the System Specification.
P.A. No. 1980
563
Attachment B to
Letter Agreement No. 6-1162-AKP-114
Page 2
2. System Integration.
Boeing's performance as Project Manager will include the functions
of systems integrator (Systems Integrator). As Systems Integrator Boeing will
perform the following functions:
A. As required, assist Vendors in defining their system
specifications for the IFE/CCS, approve such specifications
and develop an overall system functional specification;
B. Coordinate Boeing, Customer and Vendor teams to ensure
sufficient Vendor and Vendor sub system testing and an
overall cabin system acceptance test are included in the
Program Plan; and
C. Organize and conduct technical coordination meetings with
Customer and Vendors to review responsibilities,
functionality, Aircraft installation requirements and
overall program schedule, direction and progress.
3. Seat Integration.
A. Boeing will coordinate the interface requirements between
seat suppliers and Vendors. Interface requirements are
defined in Boeing Document Nos. D6-36230, "Passenger Seat
Design and Installation"; D6-36238, "Passenger Seat
Structural Design and Interface Criteria"; D222W232,
"Seat Wiring and Control Requirements"; and D222W013-4,
"Seat Assembly Functional Test Plan".
B. The Vendors will be required to coordinate integration
testing and provide seat assembly functional test
procedures for seat electronic parts to seat suppliers and
Boeing, as determined by Boeing.
C. The Vendors will assist the seat suppliers in the
preparation of seat assembly functional test plans.
P.A. No. 1980
564
6-1162-AKP-115
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Component and System Reliability Commitments
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
1. Component Reliability Mean Time Between Unscheduled Removal (MTBUR)
and Mean Time Between Failure (MTBF) Program For Specified Components
Manufactured To Boeing's Detailed Design.
1.1 Scope.
1.1.1 Program Term.
The Component Reliability MTBUR and MTBF
Program as set forth herein (the Program) will be, with respect to each
Specified Component (as hereinafter defined), in effect for a term of five (5)
consecutive years after delivery of the first Model 777 aircraft by Boeing to
any customer in which the first of each such Specified Component is installed
(the Program Term). Except as otherwise provided herein, all provisions of the
Program and Boeing's obligations hereunder will terminate, with respect to each
Specified Component, at the end of the last day of the Program Term applicable
to each such Component.
1.1.2 Covered Aircraft.
The Program will apply to any Specified
Component installed in any Aircraft operated by Customer (the Covered Aircraft)
during the Program Term.
P.A. No. 1980
565
1.2 Definitions.
For purposes of the Program, the following definitions
will apply:
1.2.1 "BITE" means Built-In-Test Equipment.
1.2.2 "Chargeable Unscheduled Removal" for any
Specified Component means the removal of such Component from a Covered Aircraft
during any Reporting Period or Special Reporting Period for such Component due
to a known or suspected malfunction or defect, including a removal made in
response to BITE. However, the unscheduled removal of a Specified Component
will not constitute a Chargeable Unscheduled Removal in any of the following
events:
(a) The removal of the Specified Component
is caused by any operation, service or maintenance of such Component, the
Covered Aircraft or a system in which such Component is installed which is not
in accordance with Boeing's applicable written instructions, unless Customer
can establish that such operation, service or maintenance is in accordance with
recognized standards for commercial air carriers;
(b) The removal is for maintenance
convenience;
(c) The removal is for purposes of
condition analysis, other than any removals that are determined to be otherwise
covered by this Letter Agreement;
(d) The removal is due to a cause which is
incidental to or a consequence of a failure of another part;
(e) Prior to such removal, a remedy for
the cause for such removal has been offered to Customer in writing by Boeing
and Customer has not accomplished such remedy within the time period set forth
in Section 1.6.1 herein; or
(f) The removal is caused by Customer's
failure to repair or replace all faulty component parts of the Specified
Component when performing service or maintenance on such Component.
1.2.3 "Customer's Fleet" or "Fleet" means all
Covered Aircraft operated by Customer during any Reporting Period or Special
Reporting Period.
P.A. No. 1980
566
American Airlines, Inc.
6-1162-AKP-115 Page 3
1.2.4 "Fleet Achieved MTBF" or "Fleet Achieved
MTBUR" for any Specified Component during any Reporting Period or Special
Reporting Period for such Component is the value obtained by use of the
following formula:
Fleet Achieved MTBF = Fleet Component Hours
or ---------------------
Fleet Achieved MTBUR Fleet Verified Failures or Fleet
Unscheduled Removals, respectively
1.2.5 "Fleet Component Hours" for any Specified
Component are the total Fleet flying hours (Covered Aircraft takeoff to
touchdown) during any Reporting Period or Special Reporting Period for such
Component multiplied by the number of such Components per Covered Aircraft.
1.2.6 "Fleet Verified Failures" or "Fleet
Unscheduled Removals" for any Specified Component are the total number of
Verified Failures or Chargeable Unscheduled Removals, respectively, of such
Component experienced by a Fleet during any Reporting Period or Special
Reporting Period for such Component.
1.2.7 "MTBF Deficiency" or "MTBUR Deficiency" for
any Specified Component occurs when, for any Reporting Period for such
Component, four (4) or more Verified Failures or four (4) or more Chargeable
Unscheduled Removals are experienced and the Fleet Achieved MTBF or Fleet
Achieved MTBUR for such Reporting Period is less than the "Target Critical
Value" with respect to such Component, as determined by the procedure in
Section 1.7 herein.
1.2.8 "Special MTBF Deficiency" or "Special MTBUR
Deficiency" for any Specified Component occurs when, for any Special Reporting
Period for such Component, three (3) or more Verified Failures or Chargeable
Unscheduled Removals are experienced and Fleet Achieved MTBF or Fleet Achieved
MTBUR for such Component during such Special Reporting Period does not exceed
50% percent of the MTBF or MTBUR Target for such Component.
1.2.9 "MTBUR Target" or "MTBF Target" for any
Specified Component will be the applicable value specified for such Component
in Section 1.9 herein.
1.2.10 "Reporting Period" for each Specified
Component in a Fleet will be the number of consecutive months, including the
month immediately preceding the month of any report furnished by Customer
hereunder, during which at least four (4) Verified Failures or Chargeable
Unscheduled Removals have occurred. The initial Reporting Period will commence
on the first
P.A. No. 1980
567
American Airlines, Inc.
6-1162-AKP-115 Page 4
day of the first full calendar month following the date Customer's first
Covered Aircraft is delivered.
1.2.11 "Special Reporting Period" for each
Specified Component in a Fleet will be the number of consecutive months,
including the month immediately preceding the month of any report furnished by
Customer hereunder, wherein (i) at least three (3) Verified Failures or
Chargeable Unscheduled Removals of such Component occur and (ii) no more than
three (3) Covered Aircraft are operated by Customer during such period.
1.2.12 "Specified Component" or "Component" means
any part identified in Section 1.9 herein or any later configurations thereof
installed on a Covered Aircraft or sold by Boeing to Customer as a spare part
during the Program Term.
1.2.13 "Turnaround-Time" for each Specified
Component during any Reporting Period or Special Reporting Period is the
average time in calendar days consumed in the receiving, inspection, test,
repair, modification, replacement, packaging and shipping preparation necessary
to confirm or restore the serviceability of all such Components experiencing a
Chargeable Unscheduled Removal or Verified Failure which are removed and
processed during such Reporting Period or Special Reporting Period. Specific
Turnaround-Time periods are defined as follows:
(a) For Specified Components processed by
Boeing, the Turnaround-Time will start on the date on which both the Component
and Customer's return order or claim pertaining to such Component have been
received by Boeing and will end on the date the serviceable or replacement
Component is shipped by Boeing to Customer (which shall be fifteen (15)
calendar days), plus a maximum of five (5) days transportation time for return
shipment from Boeing to Customer. Boeing will use the most expeditious method
of transportation, including air shipment, to the maximum extent practicable.
(b) For Specified Components processed by
Customer, the average Turnaround-Time will not exceed a period beginning with
the date of removal of the Specified Component and ending fifteen (15) calendar
days after such date, unless a longer period is (i) justified due to a delay by
Boeing in providing parts required to repair or modify such Specified
Components or (ii) established by agreement between Boeing and Customer.
1.2.14 "Verified Failure" for any Specified
Component means an unscheduled removal of such Component from a Fleet during
any Reporting Period or Special Reporting Period due to a failure in such
Component where such failure is the primary cause for removal and is
subsequently confirmed by Boeing's approved shop test, investigative processes,
inspection findings or
P.A. No. 1980
568
American Airlines, Inc.
6-1162-AKP-115 Page 5
BITE failure confirmation records. However, the unscheduled removal of a
Specified Component due to a failure of such Component will not constitute a
"Verified Failure" in any of the following events:
(a) The failure of such Specified
Component is caused by any operation, service or maintenance of such Component,
the Covered Aircraft or a system in which such Component is installed which is
not in accordance with Boeing's applicable written instructions, unless
Customer can establish that such operation, service, maintenance or overhaul is
in accordance with recognized standards for commercial air carriers;
(b) The failure of the Specified Component
is due to a cause which is incidental to or a consequence of a failure of
another part;
(c) Prior to such failure a remedy for
such failure has been offered to Customer and Customer has not accomplished
such remedy within the time period set forth in Section 1.6.1 herein; or
(d) The failure is caused by Customer's
failure to repair or replace all faulty or discrepant component parts of the
Specified Component when performing service or maintenance on such Component.
1.3 Remedies.
1.3.1 If Customer notifies Boeing within one
hundred twenty (120) days after completion of the most recent Reporting Period
or Special Reporting Period with respect to any Specified Component that an
MTBUR Deficiency or an MTBF Deficiency exists or that a Special MTBUR
Deficiency or Special MTBF Deficiency for such Specified Component for such
Period exists; then Boeing will:
(a) Upon Customer's request, promptly
provide technical assistance and recommendations to Customer of the type and
extent which Boeing determines in its reasonable opinion is appropriate for
correcting such Deficiency;
(b) Promptly investigate the circumstances
and possible causes of any such Deficiency, and, if such investigation
indicates a design review is appropriate, promptly initiate a review of the
design of such Component and, if redesign is practicable, promptly redesign
such Component. If such redesign requires modification of deficient Specified
Components, Boeing will promptly either (i) modify such deficient Components at
no charge to Customer or (ii) provide retrofit kits required to accomplish such
modification at no-charge to Customer and reimburse Customer for the direct
labor costs to incorporate such retrofit kits. Boeing's reimbursement amount
will not exceed
P.A. No. 1980
569
American Airlines, Inc.
6-1162-AKP-115 Page 6
Boeing's reasonable estimate of the labor hours required therefor by Customer,
using the warranty labor reimbursement agreement then in effect between Boeing
and Customer; and
(c) Upon Customer's request, promptly
provide to Customer on a no-charge loan basis the quantity of additional spare
Specified Components, or component systems thereof, determined by the formula
set forth in Section 1.8 herein. Such spare Specified Component(s) will be in
a new or used-serviceable condition.
1.3.2 Upon receipt of each subsequent monthly
report submitted by Customer pursuant to Section 1.5.2 herein, Boeing will
monitor the Fleet Achieved MTBUR and/or Fleet Achieved MTBF with respect to the
deficient Specified Component and, depending on the reliability performance of
such Component, either (i) if a Deficiency continues to exist, and at
Customer's request, promptly furnish any additional spare Component(s)
available to Customer under the terms of the Program or (ii) if a Deficiency no
longer exists and subject to separate agreement between Customer and Boeing,
Boeing will:
(a) sell such loaned spare Component(s) to
Customer as additional follow-on spare parts, and/or
(b) arrange for the incorporation of such
loaned spare Component(s) in one or more of Customer's follow-on Aircraft.
If Customer and Boeing cannot reach agreement on either alternative
1.3.2(a) or 1.3.2(b) above, Customer will be responsible for the return
promptly after notice from Boeing to Customer of such failure to agree to
Boeing of any spare Component(s) loaned hereunder.
1.4 Extended Remedies.
Notwithstanding the expiration of the Program Term for
any Specified Component, if an MTBUR Deficiency, Special MTBUR Deficiency, MTBF
Deficiency or Special MTBF Deficiency exists with regard to such Specified
Component on such expiration date, and Customer notifies Boeing of such
Deficiency within one hundred twenty (120) days after such date, Boeing will
either:
1.4.1 Extend the Program for such Specified
Component until such Deficiency is corrected, in which case the provisions of
Section 1.3 herein will remain in full force and effect with respect to such
Specified Component, or
P.A. No. 1980
570
American Airlines, Inc.
6-1162-AKP-115 Page 7
1.4.2 Negotiate in good faith with Customer to
reach a mutually agreeable settlement regarding such Deficiency.
1.5. Administrative Requirements.
1.5.1 If no MTBUR Deficiency, Special MTBUR
Deficiency, MTBF Deficiency or Special MTBF Deficiency exists with respect to a
Specified Component for any Reporting Period, or, if applicable, Special
Reporting Period, no reports need be filed. If a Deficiency is being claimed,
the reports identified in Section 1.5.2 below covering the Reporting Period or
Special Reporting Period during which such Deficiency occurred will accompany
such claim.
1.5.2 After such a Deficiency has been claimed or
when any remedies, as set forth in Section 1.3 herein, are being provided to
Customer, Customer will provide monthly reports to Boeing. Such reports will
include the calculation of the Fleet Achieved MTBUR or Fleet Achieved MTBF for
the most recently completed Reporting Period or, if applicable, Special
Reporting Period (which will include the same number of months in the Reporting
Period or Special Reporting Period initially selected by Customer pursuant to
Section 1.2.10 or 1.2.11 herein for the Specified Component involved) and will
be submitted to Boeing within thirty (30) days after the last day of each
successive month.
1.5.3 Upon request, Customer will submit to
Boeing adequate proof that any removal of a Specified Component for a reason
claimed by Customer to constitute a Chargeable Unscheduled Removal or Verified
Failure does in fact constitute such Removal or such Failure. Customer will
afford Boeing a reasonable opportunity to investigate the cause of any claimed
Deficiency and will provide such additional information as is reasonably
necessary to monitor the Program or to investigate any claimed Deficiency.
Customer records supporting such reports and any additional pertinent
information related thereto will be maintained for a minimum of one (1) year
after submittal of the report or related information. All such records and any
other data in Customer's possession reasonably required for the proper
administration of the Program will, upon request, be made available at
Customer's facilities for examination by Boeing.
1.5.4 All reports submitted to Boeing will be
addressed to the attention of Boeing's Product Assurance Regional Manager at
Renton, Washington.
1.6. Conditions and Limitations.
1.6.1 If, to improve the Fleet Achieved MTBUR or
Fleet Achieved MTBF for a Specified Component, Boeing provides service
bulletins,
P.A. No. 1980
571
American Airlines, Inc.
6-1162-AKP-115 Page 8
service letters or other written instructions (instructions) or offers
no-charge retrofit kits (kits) pertaining to such Component, Customer will
accomplish such instructions or install such kits within a period of three
hundred sixty-five (365) days after availability of such instructions or kits
at Customer's facility or such longer period as may be established by mutual
agreement between Boeing and Customer in their reasonable discretion. In the
event that Customer requests in writing an extension beyond three hundred
sixty-five (365) days, Boeing will not unreasonably withhold its agreement to
such an extension. If Customer does not accomplish the instructions or install
the kits within the time periods indicated, all removals of Specified
Components affected by such instructions or kits which occur after expiration
of such time periods and prior to accomplishment by Customer of such
instructions or kits on all affected Specified Components in Customer's
possession will be excluded from the calculations which determine whether or
not remedies are available under the Program.
1.6.2 The Program is not a warranty or an
agreement to modify any Specified Component to conform to new developments in
the state of design or manufacturing art. Boeing's sole obligations under the
Program and Customer's sole remedy and relief for all matters arising under or
by virtue of the Program will be as set forth herein. This Section 1 and the
rights and remedies of Customer and obligations of Boeing herein are subject to
the disclaimer and release and Exclusion of Consequential and Other Damages
provisions of Part 2 of Exhibit C to the AGTA. Notwithstanding the preceding
sentence this shall not impede or waive Customer's rights under the Product
Assurance Document.
1.7 Determination of Target Critical Values for MTBUR and
MTBF Targets.
1.7.1 Definitions.
R = number of Fleet Unscheduled Removals (for
MTBUR) or Fleet Verified Failures (for
MTBF) during Reporting Period.
M = applicable MTBUR Target or MTBF Target for
the Specified Component (as set forth in
Section 1.9 herein).
C = Critical Value Multiplier (determined using
the table below) which corresponds to the
value of "R" as defined above.
(Interpolation is to be used for values not
shown in the table below.)
1.7.2 Target Critical Value Calculation.
P.A. No. 1980
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American Airlines, Inc.
6-1162-AKP-115 Page 9
The Target Critical Value (used to
determine if an MTBUR Deficiency or an MTBF Deficiency exists) for any
Specified Component will be calculated as follows:
Target Critical Value = CM
1.7.3 Table of Critical Value Multipliers.
R C R C
- - - -
4 .436 18 .712
5 .486 19 .719
6 .525 20 .726
7 .556 25 .754
8 .582 30 .776
9 .604 40 .803
10 .622 50 .824
11 .638 75 .855
12 .652 100 .874
13 .665 200 .911
14 .677 300 .926
15 .687 400 .935
16 .697 500 .943
17 .704 1000 .946
or more
Note: The table values are derived from the chi-square
confidence limits for the exponential distribution.
Each critical value multiplier is the reciprocal of a
90% one-sided upper confidence limit.
1.8 Additional Spare Specified Components Formula.
1.8.1 Definitions.
M = applicable MTBUR or MTBF Target
for the Specified Component
m = Fleet Achieved MTBUR or MTBF
N = total number of installed
Specified Components, i.e.,
number of Covered Aircraft
operated during the Reporting
Period or, if applicable,
Special Reporting Period times
the number of such Specified
Components installed per
Covered Aircraft
P.A. No. 1980
573
American Airlines, Inc.
6-1162-AKP-115 Page 10
T = Turnaround-Time (in calendar
days)
u = Average daily utilization
(total actual Fleet flying
hours, takeoff to touchdown,
divided by total number of
Fleet in-service calendar days)
during the latest Reporting
Period or, if applicable,
Special Reporting Period
The quantity of spare Specified Components (Q) to be offered
pursuant to Section 1.3.1(c) is:
Q = (T)(u)(N)(M-m)
-----
(Mm)
1.8.2 If Q is less than 1, then Customer will be
entitled to one (1) spare Specified Component. Any value of Q greater than 1
will be rounded to the nearest whole number.
1.9 Specified Components.
Qty.
Part Part Per MTBUR MTBF
Number Name A/C Target Target
------ ---- --- ------ ------
285W0019-101 Card, ECS 2 25,000 50,000
Miscellaneous
285W0114-1 Radio Tuning Panel 3 13,500 15,000
285W0013-1 Entertainment 1 50,000 77,000
Multi-Plexer/Controller
285W0027-1 Zone Mgt. Unit 3 15,000 47,000
▇▇▇▇▇▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mod. 32 75,000 103,000
285W0029-1 Ovhd. Elec. Unit 102 146,000 240,000
285W0012-1 Cabin Area 3 16,000 25,000
Control Panel
285W0011-1 Cabin System 1 6,000 24,000
Control Panel
P.A. No. 1980
574
American Airlines, Inc.
6-1162-AKP-115 Page 11
285W0035-1 Seat Elec. Unit 135 131,000 170,500
285W0034-1 Cabin System Mgt. Unit 1 23,000 48,000
285W0024 Cabin Attnds. Handset 10 108,000 120,000
285W0026-1 Pass. Address Cabin 1 8,000 16,000
Interphone Controller
285W0037-101 Card File Power Supply 1 7,800 13,000
285W0038-101 Card File Power Supply 1 7,800 13,000
285W0020-101 Card File ARINC Signal 4 15,000 25,000
Gateway Card
285W0212-1 OPAS OPCF 2 409,500 455,000
Card File LRU
1.9 Specified Components. (continued)
--------------------
Qty.
Part Part Per MTBUR MTBF
Number Name A/C Target Target
------ ---- --- ------ ------
285W0259-1 Ovhd. Panel ARINC 629 2 103,000 120,000
▇-▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇-▇ ▇▇▇▇. Panel ARINC 629 4 71,000 120,000
S-OPIC Card
285W0219-1 Ovhd. Panel ARINC 629 2 24,300 27,000
S-OPBC LRU
285W0023-1 Flap Slat Elec. 2 5,000 15,000
Unit (FSEU)
285W0015-101 Warning Elec. 2 11,500 15,000
Unit (WEU)
285W0017-101 WLG Card, Hyd. 4 25,000 60,000
Ind. Module
Note: The above listing may be subject to change based on the ongoing
design of the Aircraft systems in which the Specified Components
will
P.A. No. 1980
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American Airlines, Inc.
6-1162-AKP-115 Page 12
be incorporated. Should change occur, a final listing will be
furnished Customer prior to delivery of the first Aircraft.
2. Supplier Component Reliability And System Reliability Commitments.
2.1 Supplier Commitments.
Boeing will use diligent efforts to obtain component
reliability commitments and, for fault tolerant systems, system reliability
commitments, enforceable by Customer, from suppliers of certain systems,
accessories, equipment and parts which are selected and purchased by Boeing but
which are not manufactured to Boeing's detailed design and which will be
installed in the Aircraft at time of delivery (Supplier Commitments). Such
Supplier Commitments will be based on the supplier's contractual targets for
Mean Time Between Unscheduled Removals (MTBUR), Mean Time Between Failures
(MTBF) and, for fault tolerant systems, Mean Time between Maintenance Memos
(MTMM) or Mean Time between Status Messages (MTSM). Boeing will furnish copies
of such Supplier Commitments to Customer in Boeing Document No. D6-56115,
"Supplier Product Support and Product Assurance Document - All Boeing Model
Airplanes," prior to delivery of the first Aircraft by Boeing to Customer.
2.2 Boeing Support of Supplier MTBUR/MTBF and MTBMA
Commitments.
Customer will be responsible for submitting any
reliability reports directly to suppliers, however if any supplier defaults in
the performance of any material obligation with respect to the Supplier
Commitments obtained by Boeing pursuant to Section 2.1 above, then the terms
and conditions set forth in Section 1 of this Letter Agreement will apply with
respect to the supplier component involved, as if such component was a
"Specified Component" (as defined in Section 1.2.12 of such Section 1) provided
by Boeing, except that:
2.2.1 Customer will, within three (3) months
after the occurrence of such default, submit to Boeing's Product Assurance
Regional Manager at Renton, Washington, reasonable proof that such default has
occurred.
2.2.2 The MTBUR and MTBF target values used will
be the target values specified in the Supplier Commitments obtained by Boeing
as described in Section 2.1 above.
2.2.3 Boeing will have the right to assign any or
all of its applicable obligations and liabilities with respect to Section 1 to
any supplier that Boeing may select, provided that Boeing will remain
obligated, pursuant to
P.A. No. 1980
576
American Airlines, Inc.
6-1162-AKP-115 Page 13
this Section 2.2, to such applicable Section 1 provisions in the event of any
further default by any such supplier.
2.2.4 Reliability will be measured in terms of
MTMM or MTSM wherein the Maintenance Memo or Status Message, as applicable, is
provided to the Aircraft's on-board maintenance system when internal components
of the specified system have failed, but at least one additional and like
failure would be required before Aircraft dispatch integrity requirements could
no longer be met.
2.2.5 Reliability deficiencies would be based on
an excessive level of Maintenance Memos or Status Messages wherefor removal of
the specified system from the Aircraft would not be a requirement.
2.2.6 Remedies for such deficiencies would apply
to the affected fleet of 777 aircraft as well as the Aircraft.
2.2.7 To support such fleet-wide remedies, all
operators of 777 aircraft will be strongly encouraged to provide reliability
data on a monthly basis whether or not they are claiming an MTMM or MTSM
reliability deficiency.
At Boeing's request, Customer will assign to Boeing, and Boeing will be
subrogated to, any of Customer's rights against such supplier as Boeing may
reasonably require to permit Boeing to seek remedies from such supplier
comparable to those provided by Boeing to Customer pursuant to such Section 1.
3. 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 in the
Purchase Agreement.
P.A. No. 1980
577
American Airlines, Inc.
6-1162-AKP-115 Page 14
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1980
578
6-1162-AKP-116
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Price Adjustment on Rolls-Royce Engines
Reference: Purchase Agreement No. 1980 between The Boeing Company
and American Airlines, Inc. relating to Model
777-223IGW Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All
capitalized terms used herein but not otherwise defined in this Letter
Agreement shall have the same meanings assigned thereto in Exhibit C to the
Purchase Agreement or elsewhere in such Purchase Agreement.
1. It is understood by the parties that the Aircraft Basic Price of
each Aircraft includes an aggregate Engine Price for two (2) Rolls-Royce Model
RB211-Trent-892 Engines of Twenty-Four Million Two Hundred Seventy-Two Thousand
One- Hundred Ten Dollars ($24,272,110). Such price may be adjusted by
Rolls-Royce to reflect any change incorporated in such Engines in order to
satisfy any new rules or regulations, or changes or amendments to the existing
rules or regulations, issued by the FAA, or other applicable U.S. Federal
Agency, after July 26, 1995 (Engine Modification).
2. Within 20 working days subsequent to the execution of the Purchase
Agreement, Boeing will place a purchase order with Rolls-Royce for the Engines
to be installed on the Aircraft. Notwithstanding other terms of this Letter
Agreement, the Engine Price adjustment specified in Section 1 shall not apply
to any Engines for which the scheduled delivery date to Boeing is less than
twenty-four (24) months after the later of (i) the date of such purchase order
between Boeing and Rolls-Royce or (ii) the date of Rolls-Royce notification to
Boeing of such Engine Price adjustment.
3. The parties therefore agree that notwithstanding the provisions of
Article 3 of the AGTA, if any Engine Modification is incorporated by
Rolls-Royce on Engines installed on any of the Aircraft (other than Engines
subject to Section 2 hereof): (i) Boeing will adjust the Aircraft Price of any
such Aircraft by the amount that Rolls-Royce adjusts the Engine Price, as
provided in Section 1 above; (ii) if any Engine Modification requires any
change, modification
P.A. No. 1980
579
or alteration to the Aircraft on which such Engines are installed (Aircraft
Modification), the cost of accomplishing the Aircraft Modification will be
added to the Aircraft Price of such Aircraft; (iii) notwithstanding the
provisions of Article 7 of the AGTA, the time of delivery of such Aircraft will
be extended to the extent of any delay attributable to any such Engine
Modification or Aircraft Modification and said delay will be deemed an
Excusable Delay under the provisions of the Purchase Agreement; and (iv) Boeing
will, if necessary, revise the Detail Specification as required to reflect the
effects of any Engine Modification or Aircraft Modification.
4. 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 in the
Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1980
580
6-1162-AKP-117
American Airlines, Inc.
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement Nos. 1977, 1978, 1979 and 1980 (collectively,
the Purchase Agreements) between The Boeing Company and American
Airlines, Inc. relating to Model 737-823, 757-223, 767-323ER and
777-223IGW aircraft, respectively
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreements referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the applicable Purchase
Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
581
American Airlines, Inc.
6-1162-AKP-117
Page 2
Very truly yours,
THE BOEING COMPANY
By
--------------------------------
Its Attorney-In-Fact
-------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------------
AMERICAN AIRLINES, INC.
By
-------------------------------
Its
-------------------------------
P.A. Nos. 1977, 1978, 1979 and 1980
582
6-1162-AKP-118
American Airlines, Inc.
P. O. Box 619616
Dallas/Ft. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW Aircraft
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreement referenced above. All capitalized
terms used herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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 in the applicable Purchase
Agreement.
P.A. No. 1980
583
American Airlines, Inc.
6-1162-AKP-118 Page 2
Very truly yours,
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
------------------------------
Its
-----------------------------
P.A. No. 1980