Supplemental Agreement No. 28
Exhibit 10.1
Supplemental Agreement No. 28
to
Purchase Agreement No. 1980
between
The Boeing Company
and
American airlines, inc
Relating to Boeing Model 777 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 1st day of June, 2012, (SA‑28) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (Boeing) and American Airlines, Inc. (Customer);
RECITALS:
WHEREAS, Boeing and Customer entered into Purchase Agreement No. 1980 dated as of October 31, 1997, as amended and supplemented relating to Boeing Model 777 aircraft (the Purchase Agreement) (capitalized terms used herein without definition shall have the meanings specified therefor in such Purchase Agreement); and
WHEREAS, Customer has provided notice to exercise as a 777-323ER Aircraft a MADP Right with delivery scheduled for [*CTR]; and
WHEREAS, Boeing and Customer mutually agree to the final configuration of its 777-323ER Aircraft as herein set forth (Options).
NOW THEREFORE, In consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
1. | Table of Contents: |
The “Table of Contents” to the Purchase Agreement is deleted in its entirety and a revised “Table of Contents,” attached hereto and identified with an “SA‑28” legend, is substituted in lieu thereof to reflect the changes made by this SA‑28.
2. | Table 1-7: |
Table 1-7 entitled 777-323ER Aircraft Delivery, Description, Price and Advance Payments is deleted in its entirety and a revised Table 1-7, attached hereto, is substituted in lieu thereof to set forth the 777-323ER aircraft with delivery scheduled for [*CTR].
P.A. No. 1980 Page 1 SA‑28
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. | Exhibit A2. |
Exhibit A2 entitled “Aircraft Configuration between The Boeing Company and American Airlines, Inc. Relating to 777-323ER Aircraft” (Exhibit A2) attached hereto and identified with an “SA-28” legend is added to the Purchase Agreement to document Buyer's decisions for Options comprising the configuration of its 777-323ER Aircraft unless and until later changed in accordance with the Purchase Agreement.
4. | Supplemental Exhibit BFE1-2: |
Supplemental Exhibit BFE1-2 entitled “Buyer Furnished Equipment Variables relating to Boeing Model 777-323ER Aircraft” is deleted in its entirety and a revised BFE1-2, attached hereto, is substituted in lieu thereof to set forth the preliminary BFE on-dock dates for the [*CTR] 777-323ER Aircraft.
5. | Letter Agreement No. 6-1162-AKP-110R3: |
Attachment B to Letter Agreement No. 6‑1162‑AKP‑110R3 entitled “Aircraft Purchase Rights and Substitution Rights” which itself is entitled “Information Regarding MADP Rights” (Attachment B) is deleted in its entirety and a revised Attachment B, attached hereto, is substituted in lieu thereof to set forth the exercise of the [*CTR] MADP Right via this SA-28.
Nothing in this SA-28 precludes Customer from hereafter exercising its Substitution Right in accordance with Paragraph 5 of Letter Agreement No. 6‑1162‑AKP‑110R3 entitled Aircraft Purchase Rights and Substitution Rights.
6. | Letter Agreement No. AAL-PA-1980-LA-04205R3: |
Letter Agreement No. AAL-PA-1980-LA-04205R3 entitled “Aircraft Performance Guarantees - 777-323ER” is deleted in its entirety and a revised Letter Agreement No. AAL-PA-1980-LA-04205R4, attached hereto, is substituted in lieu thereof to apply the performance guarantees stated therein to the [*CTR] Aircraft, which is being exercised via this SA-28, in addition to all Aircraft set forth in Table 1-7, which were exercised via Supplemental Agreement Numbers 22, 23, 24, 25 and 26.
7. | Letter Agreement No. AAL-PA-1980-LA-1105629: |
The parties mutually agree that Customer's exercise of its rights for the [*CTR] 777-323ER Aircraft and execution of this SA-28 as of June 1, 2012 is (i) [*CTR] established by subparagraph (b) of Article 1.4 of Letter Agreement ▇▇. ▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ entitled “Advance Payments and Permitted Transactions” (Purchase Rights Requirements) and that (ii) as of the effective date of this SA-28, June 1, 2012, [*CTR].
P.A. No. 1980 Page 2 SA‑28
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
8. | Customer Chapter 11: |
Boeing acknowledges that Customer is a debtor in possession under chapter 11 of title 11 of the United States Code (the Bankruptcy Code) in the cases styled “In re AMR Corporation, et al.” pending in the United States Bankruptcy Court for the Southern District of New York, case no. 11-15643 (SHL) (Jointly Administered). Customer believes that it has all requisite authority to enter into this Supplemental Agreement No. 28. The parties agree that this Supplemental Agreement No. 28 does not constitute an assumption, rejection, or assumption and assignment of the Purchase Agreement or cause the Purchase Agreement as a whole to become a new post-petition agreement and that entry into this Supplemental Agreement No. 28 shall not affect any rights of Customer or Boeing under the Bankruptcy Code.
The Purchase Agreement will be deemed to be amended to the extent provided herein and as so amended will continue in full force and effect. In the event of any inconsistency between the above provisions and the provisions contained in the referenced exhibits to this SA-28, the terms of the exhibits will control. Notwithstanding the foregoing, the provisions of Paragraph 8 of this Supplemental Agreement No. 28 shall control in all instances.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY AMERICAN AIRLINES, INC.
By: /s/ The Boeing Company By: /s/ American Airlines, Inc.
Name:__The Boeing Company Name: American Airlines, Inc.
Its: Attorney‑In‑Fact Its: VP Corporate Development & Treasurer
P.A. No. 1980 Page 3 SA‑28
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
TABLE OF CONTENTS
ARTICLES | SA NUMBER | |
1. | Quantity, Model and Description | SA-20 |
2. | Delivery Schedule | SA-20 |
3. | Price | SA-20 |
4. | Payment | SA-20 |
5. | Miscellaneous | SA-20 |
TABLE | ||
1. | 777‑200ER Aircraft Information Table: [*CTR] Jul. [*CTR] Airframe Base Year Jul. [*CTR] Engine Base Year | Original Purchase Agreement, SA‑3, SA‑17, SA‑18 & SA-26 |
1‑1. | 777‑200IGW Aircraft Information Table: 1999 Deliveries Jul. 1995 Airframe & Engine Base Year | SA‑1 |
1‑2. | 777‑200IGW Aircraft Information Table: 2000‑2001 Deliveries Jul. 1995 Airframe & Engine Base Year | SA‑2 & SA‑6 |
1‑3. | 777‑200IGW Aircraft Information Table: 2000‑2001 Deliveries Jul. 1995 Airframe Base Year Jul. 1997 Engine Base Year | SA‑4, SA‑5, SA‑6, SA‑7 & SA‑9 |
1‑4. | 777‑200IGW Aircraft Information Table: 2000‑2001 Deliveries Jul. 1995 Airframe Base Year Jul. 1998 Engine Base Year | SA‑5, SA‑6 & SA‑9 |
1‑5. | 777‑223IGW Aircraft Information Table: 2001‑2002 Deliveries Jul. 1995 Airframe Base Year Jul. 1999 Engine Base Year | SA‑10, SA‑11, SA‑12 & SA‑15 |
1‑6. | 777‑200IGW Aircraft Information Table: 2003 Deliveries Jul. 1995 Airframe Base Year Jul. 1995 Engine Base Year | SA‑13 |
1-7. | 777-323ER Aircraft Jul. [*CTR] Base Year | SA-25, SA-26, SA-28 |
2. | 777‑223IGW Aircraft Information Table: 2009‑2010 Deliveries Jul. 1995 Airframe Base Year Jul. 2001 Engine Base Year | SA‑15 & SA‑16 |
3. | 777‑223IGW Aircraft Information Table: 2006‑2010 Deliveries Jul. 1995 Airframe Base Year [*CTR] Jul. 2001 Engine Base Year | SA‑15 & SA‑16 |
P.A. No. 1980 SA-28
Table of Contents, Page i
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
EXHIBIT | SA NUMBER | |||
A. | Aircraft Configuration | |||
A1. | Aircraft Configuration - 777-323ER | SA-20 | ||
A2 | Aircraft Configuration - 777-323ER | SA-28 | ||
B. | Aircraft Delivery Requirements and Responsibilities | SA-20 | ||
C. | Defined Terms | SA-20 | ||
SUPPLEMENTAL EXHIBITS | SA NUMBER | |||
AE1. | Escalation Adjustment Airframe and Optional Features - 777-323ER | SA-20 | ||
BFE1. | BFE Variables | |||
BFE1-2. | BFE Variables - 777-323ER | ▇▇-▇▇, ▇▇-▇▇, ▇▇-▇▇ | ||
▇▇▇. | Customer Support Variables | |||
CS1-2 | Customer Support Variables - 777-323ER | SA-20 | ||
SLP1 | Service Life Policy Components | |||
EE1‑BR1. | Engine Escalation and Engine Warranty | SA‑15 | ||
EE1-2. | Engine Escalation, Engine Warranty and Patent Indemnity - 777-323ER | SA-20 | ||
LETTER AGREEMENTS | PA or SA NUMBER | |||
6‑1162‑AKP‑070 | Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft | |||
6‑1162‑AKP‑071R1 | Purchase Obligations | PA3219 | ||
6‑1162‑AKP‑072R3 | [*CTR] | SA-20 | ||
6‑1162‑AKP‑073R1 | Accident Claims and Litigation | PA3219 | ||
6‑1162‑AKP‑109R3 | Business Considerations | SA-20 | ||
6‑1162‑AKP‑110R3 | Aircraft Purchase Rights and Substitution Rights | SA-20 | ||
Attachment A | Description and Price for Eligible Models | SA-20 | ||
Attachment B | Information Regarding MADP Rights | SA-28 | ||
Attachment C | Information Regarding QADP Rights | SA-27 | ||
Attachment D | Forms of Purchase Agreement Supplement | SA-20 | ||
Attachment E | Letter Agreements | SA-20 | ||
Attachment F | Information regarding MADP and QADP Rights if no 787s are reconfirmed | SA-20 | ||
6‑1162‑AKP‑111 | Aircraft Performance Guarantees | |||
AAL-PA-1980-LA-1003346 | Aircraft Performance Guarantees - 777-323ER | ▇▇-▇▇ | ||
▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | Aircraft Performance Guarantees- 777-323ER | SA-28 | ||
P.A. No. 1980 SA-28
Table of Contents, Page ii
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
LETTER AGREEMENTS, continued | PA or SA NUMBER | |
6‑1162‑AKP‑112 | Spares Matters | |
6‑1162‑AKP‑113 | Model 777 Miscellaneous Commitments | |
6‑1162‑AKP‑114R1 | Installation of Cabin Systems Equipment | SA-22 |
AAL-PA-1980-LA-1003493 | Installation of Cabin Systems Equipment - 777-323ER | SA-20 |
6‑1162‑AKP‑115 | Component and System Reliability Commitments | |
6‑1162‑AKP‑116 | Price Adjustment on Rolls‑Royce Engines | |
6‑1162‑AKP‑117 | Delivery Schedule | |
6‑1162‑AKP‑118R2 | Confidentiality | SA-20 |
6‑1162‑AKP‑204 | Multiple Operating Weight Program Model 777‑200IGW Aircraft | SA-6 |
AAL-PA-1980-LA-1003536R1 | Multiple Operating Weight Program, Model 777-323ER Aircraft | ▇▇-▇▇ |
▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | Open Configuration Matters -777-323ER | ▇▇-▇▇ |
▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇▇ Guarantees for Rights Aircraft | ▇▇-▇▇ |
▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇ | ▇▇▇▇▇▇▇ Payments and Permitted Transactions | SA-25 |
P.A. No. 1980 SA-28
Table of Contents, Page iii
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit A2 to Purchase Agreement Number 1980
relating to
BOEING MODEL 777-323ER AIRCRAFT
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 1
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Exhibit A2
AIRCRAFT CONFIGURATION
Dated ___________________, 2012
relating to
BOEING MODEL 777-300ER AIRCRAFT
The Detail Specification is Boeing document number [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The Detail Specification provides further description of Customer's configuration set forth in this Exhibit A. Such Detail Specification will be comprised of Boeing configuration specification [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as amended to incorporate the optional features (Options) listed below, including the effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). As soon as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect such Options. The Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 2
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
CR | Title | [*CTR]Price Per A/C | Follow On Price Per A/C |
[CONFIDENTIAL | [CONFIDENTIAL | IB | IB |
IB | IB | ||
PORTION | PORTION | NC | NC |
OMITTED | OMITTED | [*CTR] | NC |
AND | AND | [*CTR] | [*CTR] |
FILED | FILED | NC | NC |
NC | NC | ||
SEPARATELY | SEPARATELY | NC | NC |
WITH | WITH | NC | NC |
NC | NC | ||
THE | THE | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
COMMISSION | COMMISSION | [*CTR] | [*CTR] |
NC | NC | ||
PURSUANT | PURSUANT | NC | NC |
NC | NC | ||
TO | TO | [*CTR] | [*CTR] |
NC | NC | ||
A | A | NC | NC |
NC | NC | ||
REQUEST | REQUEST | NC | NC |
NC | NC | ||
FOR | FOR | NC | NC |
NC | NC | ||
CONFIDENTIAL | CONFIDENTIAL | [*CTR] | [*CTR] |
NC | NC | ||
TREATMENT] | TREATMENT] | NC | NC |
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 3
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
CR | Title | [*CTR] Price Per A/C | Follow On Price Per A/C |
[CONFIDENTIAL | [CONFIDENTIAL | NC | NC |
PORTION | PORTION | NC | NC |
OMITTED | OMITTED | [*CTR] | [*CTR] |
AND | AND | [*CTR] | [*CTR] |
FILED | FILED | NC | NC |
SEPARATELY | SEPARATELY | [*CTR] | [*CTR] |
WITH | WITH | NC | NC |
THE | THE | NC | NC |
[*CTR] | [*CTR] | ||
COMMISSION | COMMISSION | NC | NC |
NC | NC | ||
PURSUANT | PURSUANT | NC | NC |
NC | NC | ||
TO | TO | NC | NC |
[*CTR] | [*CTR] | ||
A | A | NC | NC |
NC | NC | ||
REQUEST | REQUEST | NC | NC |
NC | NC | ||
FOR | FOR | NC | NC |
NC | NC | ||
CONFIDENTIAL | CONFIDENTIAL | NC | NC |
NC | NC | ||
TREATMENT] | TREATMENT] | NC | NC |
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 4
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
CR | Title | [*CTR] Price Per A/C | Follow On Price Per A/C |
[CONFIDENTIAL | [CONFIDENTIAL | NC | NC |
PORTION | PORTION | NC | NC |
OMITTED | OMITTED | [*CTR] | [*CTR] |
AND | AND | [*CTR] | [*CTR] |
FILED | FILED | [*CTR] | [*CTR] |
SEPARATELY | SEPARATELY | [*CTR] | [*CTR] |
WITH | WITH | [*CTR] | [*CTR] |
THE | THE | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
COMMISSION | COMMISSION | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
PURSUANT | PURSUANT | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
TO | TO | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
A | A | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
REQUEST | REQUEST | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
FOR | FOR | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
CONFIDENTIAL | CONFIDENTIAL | NC | NC |
NC | NC | ||
TREATMENT] | TREATMENT] | NC | NC |
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
NC | NC | ||
NC | NC | ||
[*CTR] | [*CTR] | ||
NC | NC | ||
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 5
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
CR | Title | [*CTR] Price Per A/C | Follow On Price Per A/C |
[CONFIDENTIAL | [CONFIDENTIAL | NC | NC |
PORTION | PORTION | NC | NC |
OMITTED | OMITTED | NC | NC |
AND | AND | [*CTR] | [*CTR] |
FILED | FILED | [*CTR] | [*CTR] |
SEPARATELY | SEPARATELY | [*CTR] | [*CTR] |
WITH | WITH | [*CTR] | [*CTR] |
THE | THE | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
COMMISSION | COMMISSION | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
PURSUANT | PURSUANT | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
TO | TO | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
A | A | [*CTR] | [*CTR] |
REQUEST | REQUEST | [*CTR] | [*CTR] |
FOR | FOR | [*CTR] | [*CTR] |
CONFIDENTIAL | CONFIDENTIAL | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
NC | NC | ||
[*CTR] | [*CTR] | ||
TREATMENT] | TREATMENT] | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 6
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
CR | Title | [*CTR] Price Per A/C | Follow On Price Per A/C |
[*CTR] | [*CTR] | ||
[CONFIDENTIAL | [CONFIDENTIAL | [*CTR] | [*CTR] |
PORTION | PORTION | [*CTR] | [*CTR] |
OMITTED | OMITTED | [*CTR] | [*CTR] |
AND | AND | [*CTR] | [*CTR] |
FILED | FILED | [*CTR] | [*CTR] |
SEPARATELY | SEPARATELY | NC | NC |
WITH | WITH | [*CTR] | [*CTR] |
THE | THE | [*CTR] | [*CTR] |
NC | NC | ||
COMMISSION | COMMISSION | NC | NC |
[*CTR] | [*CTR] | ||
PURSUANT | PURSUANT | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
TO | TO | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
A | A | [*CTR] | [*CTR] |
REQUEST | REQUEST | [*CTR] | [*CTR] |
FOR | FOR | [*CTR] | [*CTR] |
CONFIDENTIAL | CONFIDENTIAL | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
TREATMENT] | TREATMENT] | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
NC | NC | ||
NC | NC | ||
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
NC | NC | ||
NC | NC | ||
NC | NC | ||
NC | NC | ||
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 7
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
CR | Title | [*CTR] Price Per A/C | Follow On Price Per A/C |
[CONFIDENTIAL | [CONFIDENTIAL | NC | NC |
PORTION | PORTION | [*CTR] | [*CTR] |
OMITTED | OMITTED | NC | NC |
AND | AND | [*CTR] | [*CTR] |
FILED | FILED | [*CTR] | [*CTR] |
SEPARATELY | SEPARATELY | NC | NC |
WITH | WITH | NC | NC |
THE | THE | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
COMMISSION | COMMISSION | NC | NC |
[*CTR] | [*CTR] | ||
PURSUANT | PURSUANT | NC | NC |
[*CTR] | [*CTR] | ||
TO | TO | NC | NC |
NC | NC | ||
A | A | NC | NC |
REQUEST | REQUEST | NC | NC |
FOR | FOR | [*CTR] | [*CTR] |
CONFIDENTIAL | CONFIDENTIAL | NC | NC |
NC | NC | ||
TREATMENT] | TREATMENT] | NC | NC |
NC | NC | ||
[*CTR] | [*CTR] | ||
NC | NC | ||
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 8
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
CR | Title | [*CTR] Price Per A/C | Follow On Price Per A/C |
[CONFIDENTIAL | [CONFIDENTIAL | NC | NC |
PORTION | PORTION | NC | NC |
OMITTED | OMITTED | NC | NC |
AND | AND | NC | NC |
FILED | FILED | NC | NC |
SEPARATELY | SEPARATELY | [*CTR] | [*CTR] |
WITH | WITH | [*CTR] | [*CTR] |
THE | THE | NC | NC |
NC | NC | ||
COMMISSION | COMMISSION | NC | NC |
NC | NC | ||
PURSUANT | PURSUANT | [*CTR] | [*CTR] |
[*CTR] | NC | ||
TO | TO | NC | NC |
NC | NC | ||
A | A | NC | NC |
REQUEST | REQUEST | NC | NC |
FOR | FOR | NC | NC |
CONFIDENTIAL | CONFIDENTIAL | NC | NC |
[*CTR] | [*CTR] | ||
TREATMENT] | TREATMENT] | [*CTR] | [*CTR] |
NC | NC | ||
NC | NC | ||
NC | NC | ||
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 9
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
CR | Title | [*CTR] Price Per A/C | Follow On Price Per A/C |
[CONFIDENTIAL | [CONFIDENTIAL | NC | NC |
PORTION | PORTION | NC | NC |
OMITTED | OMITTED | NC | NC |
AND | AND | NC | NC |
FILED | FILED | NC | NC |
SEPARATELY | SEPARATELY | [*CTR] | [*CTR] |
WITH | WITH | [*CTR] | [*CTR] |
THE | THE | NC | NC |
NC | NC | ||
COMMISSION | COMMISSION | NC | NC |
NC | NC | ||
PURSUANT | PURSUANT | NC | NC |
NC | NC | ||
TO | TO | NC | NC |
[*CTR] | [*CTR] | ||
A | A | NC | NC |
REQUEST | REQUEST | NC | NC |
FOR | FOR | NC | NC |
CONFIDENTIAL | CONFIDENTIAL | NC | NC |
NC | NC | ||
TREATMENT] | TREATMENT] | NC | NC |
NC | NC | ||
[*CTR] | [*CTR] | ||
[*CTR] | [*CTR] | ||
NC | NC | ||
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 10
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
CR | Title | [*CTR] Price Per A/C | Follow On Price Per A/C |
[CONFIDENTIAL | [CONFIDENTIAL | [*CTR] | [*CTR] |
PORTION | [*CTR] | [*CTR] | |
OMITTED | PORTION | NC | NC |
AND | OMITTED | [*CTR] | [*CTR] |
FILED | AND | [*CTR] | [*CTR] |
SEPARATELY | FILED | [*CTR] | [*CTR] |
WITH | [*CTR] | [*CTR] | |
THE | SEPARATELY | [*CTR] | [*CTR] |
WITH | [*CTR] | [*CTR] | |
COMMISSION | THE | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
PURSUANT | COMMISSION | [*CTR] | [*CTR] |
[*CTR] | [*CTR] | ||
TO | PURSUANT | [*CTR] | [*CTR] |
NC | NC | ||
A | TO | [*CTR] | [*CTR] |
REQUEST | A | [*CTR] | [*CTR] |
FOR | REQUEST | NC | NC |
CONFIDENTIAL | FOR | NC | NC |
[*CTR] | [*CTR] | ||
TREATMENT] | CONFIDENTIAL | NC | NC |
IB | IB | ||
IB | IB | ||
TREATMENT] | NC | NC | |
[*CTR] | [*CTR] | ||
TOTALS: | [*CTR] | [*CTR] | |
Purchase Agreement No. 1980 Supplemental Agreement No. 28
Exhibit A2 Page 11
BOEING PROPRIETARY
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
American Airlines, Inc.
Supplemental Exhibit BFE1-2
to Purchase Agreement Number 1980
P.A. No. 1980 BFE1-2 SA-28
Page 1
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 777-323ER AIRCRAFT
This Supplemental Exhibit BFE1-2 contains supplier selection dates, on-dock dates and other requirements applicable to the Model 777-323ER aircraft (Aircraft).
1. | Supplier Selection. |
Customer will:
Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:
Galley System | August 1, 2011** |
Galley Inserts | August 1, 2011** |
Seats (Suites) | N/A |
Seats (F/C, B/C, Premium E/C) | March 1, 2011** |
Seats (Economy class) | August 1, 2011** |
Overhead & Audio System | August 1, 2011** |
In-Seat Video System | *** |
Miscellaneous Emergency Equipment | August 1, 2011 |
** Part numbers can be provided at a later date.
*** IFE Supplier Selection is concurrent with the longest lead passenger seat program.
P.A. No. 1980 BFE1-2 SA-28
Page 2
BOEING PROPRIETARY
2. | On-dock Dates and Other Information. |
Boeing has provided Customer with the BFE requirements electronically in My Boeing Fleet (MBF) through My Boeing Configuration (MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:
Item | Preliminary On-Dock Dates [*CTR] 2012 [*CTR] 2012 | |
Aircraft | Aircraft | |
Seats | [*CTR] | [*CTR] |
Galleys/Furnishings | [*CTR] | [*CTR] |
Antennas & Mounting Equipment | [*CTR] | [*CTR] |
Avionics | [*CTR] | [*CTR] |
Cabin Systems Equipment | [*CTR] | [*CTR] |
Miscellaneous Emergency Equipment | [*CTR] | [*CTR] |
Textiles/Raw Material | [*CTR] | [*CTR] |
Item | Preliminary On-Dock Dates [*CTR] 2013 [*CTR] 2013 | |
Aircraft | Aircraft | |
Seats | [*CTR] | [*CTR] |
Galleys/Furnishings | [*CTR] | [*CTR] |
Antennas & Mounting Equipment | [*CTR] | [*CTR] |
Avionics | [*CTR] | [*CTR] |
Cabin Systems Equipment | [*CTR] | [*CTR] |
Miscellaneous Emergency Equipment | [*CTR] | [*CTR] |
Textiles/Raw Material | [*CTR] | [*CTR] |
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1980 BFE1-2 SA-28
Page 3
BOEING PROPRIETARY
Item | Preliminary On-Dock Dates [*CTR] 2013 [*CTR] 2013 | |
Aircraft | Aircraft | |
Seats | [*CTR] | [*CTR] |
Galleys/Furnishings | [*CTR] | [*CTR] |
Antennas & Mounting Equipment | [*CTR] | [*CTR] |
Avionics | [*CTR] | [*CTR] |
Cabin Systems Equipment | [*CTR] | [*CTR] |
Miscellaneous Emergency Equipment | [*CTR] | [*CTR] |
Textiles/Raw Material | [*CTR] | [*CTR] |
Item | Preliminary On-Dock Dates [*CTR] 2013 [*CTR] 2013 | |
Aircraft | Aircraft | |
Seats | [*CTR] | [*CTR] |
Galleys/Furnishings | [*CTR] | [*CTR] |
Antennas & Mounting Equipment | [*CTR] | [*CTR] |
Avionics | [*CTR] | [*CTR] |
Cabin Systems Equipment | [*CTR] | [*CTR] |
Miscellaneous Emergency Equipment | [*CTR] | [*CTR] |
Textiles/Raw Material | [*CTR] | [*CTR] |
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 1980 BFE1-2 SA-28
Page 4
BOEING PROPRIETARY
Item | Preliminary On-Dock Dates [*CTR] 2013 [*CTR] 2013 | |
Aircraft | Aircraft | |
Seats | [*CTR] | [*CTR] |
Galleys/Furnishings | [*CTR] | [*CTR] |
Antennas & Mounting Equipment | [*CTR] | [*CTR] |
Avionics | [*CTR] | [*CTR] |
Cabin Systems Equipment | [*CTR] | [*CTR] |
Miscellaneous Emergency Equipment | [*CTR] | [*CTR] |
Textiles/Raw Material | [*CTR] | [*CTR] |
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
1. | Additional Delivery Requirements - Import. |
Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer's BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer's BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.
▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇_▇▇▇▇▇▇/▇▇▇▇▇_▇▇▇▇▇▇▇.▇▇▇▇
P.A. No. 1980 BFE1-2 SA-28
Page 5
BOEING PROPRIETARY
Attachment B to Letter Agreement 6-1162-AKP-110R3 (Model 777)
Information Regarding MADP Rights
MSN | Exercise Date | Delivery Month/Year |
41,665 | SA-20 | [*CTR] |
31,546 | SA-22 | [*CTR] |
31,547 | SA-23 | [*CTR] |
33,125 | SA-24 | [*CTR] |
41,666 | SA-25 | [*CTR] |
67,680 | SA-28 | [*CTR] |
[*CTR] | [*CTR] | |
71,938 | [*CTR] | [*CTR] |
71,939 | [*CTR] | [*CTR] |
71,940 | [*CTR] | [*CTR] |
101,794 | [*CTR] | [*CTR] |
71,942 | [*CTR] | [*CTR] |
67,655 | [*CTR] | [*CTR] |
SA-29 was executed on March 12, 2012 and provided the following:
In addition to (i) revising the delivery position of MSN 67655 from [*CTR] to [*CTR] and (ii) adding the MADP Right for MSN 101794 due to its conversion to MADP Right from a QADP Right (as described in Revised Attachment C), SA-29 eliminated the following two MADP Rights from Revised Attachment B (due to their conversion to QADP Rights and being added to Revised Attachment C):
67,660 | [*CTR] | [*CTR] |
101,795 | [*CTR] | [*CTR] |
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
PA No. 1980 SA No. 28
Attachment B to Letter Agreement 6-1162-AKP-110R3 Page 1 of 1
