Supplemental Agreement No. 38 to Purchase AgreementNo. 1977 between TheBoeing Company and AmericanAirlines, Inc. Relating to Boeing Model 737-800 Aircraft

THE BOEING COMPANY

AMERICAN AIRLINES, INC.

/s/ The Boeing Company

/s/ American Airlines, Inc.

Attorney-In-Fact

Vice President - Fleet Planning

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