Supplemental Agreement No. 28 to Purchase Agreement No. 1980 between The Boeing Company and American airlines, inc Relating to Boeing Model 777 Aircraft

EX-10.1 2 aa-ex101x2012630.htm AA - Ex 10.1 - 2012.6.30


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 No. AAL-PA-1980-LA-1105629 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
SA-25, SA-26, SA-28
CS1.
Customer Support Variables
 
CS1-2
Customer Support Variables - 777-323ER
SA-20
SLP1
Service Life Policy Components
 
EE1‑BR1.
Engine Escalation and Engine Warranty
SA‑15
EE1-2.
Engine Escalation, Engine Warranty and Patent Indemnity - 777-323ER
SA-20
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
SA-20
AAL-PA-1980-LA-04205R4
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
SA-21
AAL-PA-1980-LA-1003344
Open Configuration Matters -777-323ER
SA-20
AAL-PA-1980-LA-1104563
Performance Guarantees for Rights Aircraft
SA-23
AAL-PA-1980-LA-1105629
Advance Payments and Permitted Transactions
SA-25

P.A. No. 1980                                                 SA-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.
http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html


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