Supplemental Agreement No. 38 to Purchase Agreement No. 1977 between The Boeing Company and American Airlines, Inc. for Boeing 737-800 Aircraft

THE BOEING COMPANY

AMERICAN AIRLINES, INC.

/s/ The Boeing Company

/s/ American Airlines, Inc.

Attorney-In-Fact

Vice President - Fleet Planning

Summary

This agreement is an amendment to a previous purchase agreement between The Boeing Company and American Airlines, Inc. for Boeing 737-800 aircraft. It updates the delivery schedule, payment terms, and related tables to reflect changes in the delivery and payment arrangements for certain aircraft. The agreement also confirms the application of advance payments already made by American Airlines. Both parties agree to the revised terms as of September 26, 2014.

EX-10.1 2 d809072dex101.htm EXHIBIT EX-10.1

Exhibit 10.1

Supplemental Agreement No. 38

Purchase Agreement No. 1977

between

The Boeing Company

and

American Airlines, Inc.

Relating to Boeing Model 737-800 Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of September 26, 2014, (Supplemental Agreement Number 38) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (Boeing) and AMERICAN AIRLINES, INC., a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 1977 dated October 31, 1997, relating to Boeing Model 737-823 aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement; and

WHEREAS, Boeing and Customer desire to [*CTR] the delivery of [*CTR] 737-823 aircraft both delivering in [*CTR] 2015 and bearing manufacturer serial numbers [*CTR].

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-38” legend is substituted in lieu thereof to reflect the changes made by this SA-38.

P.A. No. 1977

AAL

SA-38

Page 1

BOEING PROPRIETARY

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY

WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL

TREATMENT]

2. Revision of Table 1F:

Table 1F entitled “Aircraft Delivery, Description, Price and Advance Payments – Purchased Aircraft” is deleted in its entirety and a revised Table 1F attached hereto and identified with an “SA-38” legend is substituted in lieu thereof to reflect the changes made by this SA-38.

3. Payments:

Boeing confirms that Customer has previously paid Boeing advance payments of [*CTR] in respect of each [*CTR] for an aggregate total sum of [*CTR] in excess of Customer’s advance payment obligations (such aggregate total being referred to as the Exceedance). The parties agree to apply the Exceedance to Customer’s [*CTR] as follows:

[*CTR]

P.A. No. 1977

AAL

SA-38

Page 2

BOEING PROPRIETARY

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY

WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL

TREATMENT]

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

P.A. No. 1977

AAL

SA-38

Page 3

TABLE OF CONTENTS


ARTICLES		SA NUMBER
1.	Quantity, Model and Description	SA-21
2.	Delivery Schedule
3.	Price
4.	Payment
5.	Miscellaneous

TABLE
1	Aircraft Delivery, Description, Price and Advance Payments	SA-29

1A	Aircraft Delivery, Description, Price and Advance Payments – Deferred Aircraft	SA-33

1B	Aircraft Delivery, Description, Price and Advance Payments – Exercised MADP Aircraft	SA-33

1C	Aircraft Delivery, Description, Price and Advance Payments – Exercised STAP Aircraft	SA-33

1D	Aircraft Delivery, Description, Price and Advance Payments – Boeing Sky Interior Aircraft	SA-33

1E	Aircraft Delivery, Description, Price and Advance Payments – SA-34 Exercised Aircraft	SA-34

1F	Aircraft Delivery, Description, Price and Advance Payments – Purchased Aircraft	SA-38

EXHIBITS
A	Aircraft Configuration
A1	Aircraft Configuration	SA-33
A2	Aircraft Configuration	SA-33
B	Aircraft Delivery Requirements and Responsibilities
C	Defined Terms

SUPPLEMENTAL EXHIBITS
AE1	Escalation Adjustment Airframe and Optional Features	SA-20
BFE1	BFE Variables	SA-35
CS1	Customer Support Variables
SLP1	Service Life Policy Components
EE1	Engine Escalation, Engine Warranty and Patent Indemnity

BOEING PROPRIETARY

P.A. No. 1977

Table of Contents

SA-38

Page 1

TABLE OF CONTENTS, continued


LETTER AGREEMENTS		SA NUMBER
6-1162-AKP-070	Miscellaneous Commitments for Model 737, 757,767 and 777 Aircraft

~~6-1162-AKP-072R1~~	[*CTR]

	Terminated Per AAL-PA-1977-LA-1105595

6-1162-AKP-073	Accident Claims and Litigation

6-1162-AKP-074R2	Business Considerations

6-1162-AKP-075R1	Aircraft Purchase Rights and Substitution Rights	SA-35

	- Attachment A	SA-35

	- Attachment B	SA-35

	- ~~Attachment C~~	SA-35

6-1162-AKP-076	Aircraft Performance Guarantees

6-1162-AKP-077	Spares Matters

6-1162-AKP-078	Model 737 Miscellaneous Commitments

6-1162-AKP-079	[*CTR]

6-1162-AKP-080	Installation of Cabin Systems Equipment

6-1162-AKP-081	Model 737 Maintenance Cost Commitment

6-1162-AKP-082	Confidentiality

6-1162-AKP-083	Model 737 Introduction Cost Commitment

6-1162-AKP-084	Performance Retention Commitment

6-1162-AKP-085	Component Reliability Commitments

6-1162-AKP-117	Delivery Schedule

6-1162-SSM-1405R1	Multiple Operating Weight Program Attachment B	SA-35

	- Attachment B	SA-35

6-1162-CLO-1035	Aircraft Performance Guarantees	SA-28

AAL-PA-1977-LA-1105509	Aircraft Performance Guarantees, 737-700	SA-35

AAL-PA-1977-LA-1105511	Aircraft Performance Guarantees, 737-900ER	SA-35

6-1162-CLO-1038	Advance Payments and Permitted Transactions	SA-31

P.A. No. 1977

Table of Contents

SA-38

Page 2


		BOEING PROPRIETARY

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY

WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL

TREATMENT]

TABLE OF CONTENTS, continued


LETTER AGREEMENTS, Continued		SA NUMBER
6-1162-CLO-1082	Advance Payments and Permitted Transactions 2	SA-32

AAL-PA-1977-LA-01073	Advance Payments and Permitted Transactions 3	SA-34

AAL-PA-1977-LA-1105271	Advance Payments and Permitted Transactions 4	SA-35

AAL-PA-1977-LA-1105272R1	Business Considerations 2	SA-36

AAL-PA-1977-LA-1105616	Open Configuration Matters	SA-35

AAL-PA-1977-LA-1105863	Performance Guarantees for Rights Aircraft	SA-35

AAL-PA-1977-LA-08834	Business Considerations 3	SA-36

AAL-PA-1977-LA-08835	[*CTR]	SA-36

AAL-PA-1977-LA-1106665	[*CTR]	SA-36

AAL-PA-1977-LA-1106666	[*CTR]	SA-36

AAL-LA-1106678	Assignment Matters	SA-36

P.A. No. 1977

Table of Contents

SA-38

Page 3


		BOEING PROPRIETARY

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY

WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL

TREATMENT]

Table 1F To Purchase Agreement No. 1977

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft



Airframe Model/MTOW:	737-800	[*CTR] pounds	Detail Specification:	D019A001AAL38P-2 (as may be subsequently amended)

Engine Model/Thrust:	CFM56-7B24	[*CTR] pounds	Airframe Price Base Year/Escalation Formula:		[*CTR]

Airframe Price:		[*CTR]	Engine Price Base Year/Escalation Formula:

Optional Features:		[*CTR]


Sub-Total of Airframe and Features:		[*CTR]	Airframe Escalation Data:

Engine Price (Per Aircraft):		[*CTR]	Base Year Index (ECI):		[*CTR]

Aircraft Basic Price (Excluding BFE/SPE):		[*CTR]	Base Year Index (CPI):		[*CTR]


Buyer Furnished Equipment (BFE) Estimate:		[*CTR]

Seller Purchased Equipment (SPE) Estimate:		[*CTR]

Deposit per Aircraft:		[*CTR]

Delivery

Date

Number of

Aircraft

Escalation
Factor
(Airframe)

Aircraft Serial
Number

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

Total

[*CTR]

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

Boeing Proprietary


		SA-38		Page 1

Table 1F To Purchase Agreement No. 1977

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft

Delivery

Date

Number of

Aircraft

Escalation
Factor
(Airframe)

Aircraft Serial
Number

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

Total

[*CTR]

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

Boeing Proprietary


		SA-38		Page 2

Table 1F To Purchase Agreement No. 1977

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft

Delivery

Date

Number of

Aircraft

Escalation
Factor
(Airframe)

Aircraft Serial
Number

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

Total

[*CTR]

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

Boeing Proprietary


		SA-38		Page 3

Table 1F To Purchase Agreement No. 1977

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft

Delivery

Date

Number of

Aircraft

Escalation
Factor
(Airframe)

Aircraft Serial
Number

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

Total

[*CTR]

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

Boeing Proprietary


		SA-38		Page 4

Table 1F To Purchase Agreement No. 1977

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft

Delivery

Date

Number of

Aircraft

Escalation
Factor
(Airframe)

Aircraft Serial
Number

Escalation Estimate
Adv Payment Base
Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

Total

[*CTR]

Total:

[*CTR]

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

Boeing Proprietary


		SA-38		Page 5