Supplemental Agreement No. 29 to Purchase Agreement No. 1980 between The Boeing Company and AMERICANAIRLINES, INC Relating to Boeing Model 777 Aircraft
Exhibit 10.1
Supplemental Agreement No. 29
to
Purchase Agreement No. 1980
between
The Boeing Company
and
AMERICAN AIRLINES, INC
Relating to Boeing Model 777 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into this 12_ day of March , 2012, (SA-29) 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 and Boeing have agreed pursuant to Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights and Substitution Rights (777 Aircraft Purchase & Substitution Rights Letter), among other things, to:
a) revise the delivery position of one specified MADP Right (the Revised MADP Right) as follows:
Prior to SA-29 | Pursuant to SA-29 | |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
b) revise the delivery positions of the following specified QADP Rights (Revised QADP Rights) as follows:
P.A. No. 1980 | 1 | SA-29 |
BOEING PROPRIETARY
Prior to SA-29 | Pursuant to SA-29 | |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
quarter of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
quarter of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
quarter of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
quarter of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
c) convert two MADP Rights (Former [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MADP Rights) into two QADP Rights, each with an option exercise date of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Quarter [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] QADP Rights).
Prior to SA-29 | Pursuant to SA-29 | |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
quarter of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
P.A. No. 1980 | 2 | SA-29 |
BOEING PROPRIETARY
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
quarter of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
d) convert one QADP Right (Former QADP Right) into an MADP Right with an option exercise date of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (New MADP Right).
Prior to SA-29 | Pursuant to SA-29 | |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
quarter of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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-29 legend, is substituted in lieu thereof to reflect the changes made by this SA-29.
P.A. No. 1980 | 3 | SA-29 |
BOEING PROPRIETARY
2. | Attachments B and C to Letter Agreement No. 6-1162-AKP-110R3: |
Attachment B entitled Information Regarding MADP Rights to Letter Agreement No. 6-1162-AKP-110R3 is deleted in its entirety and a revised Attachment B (Revised Attachment B), attached hereto, is substituted in lieu thereof.
Attachment C entitled Information Regarding QADP Rights to Letter Agreement No. 6-1162-AKP-110R3 is deleted in its entirety and a revised Attachment C (Revised Attachment C), attached hereto, is substituted in lieu thereof.
Revised Attachment B incorporates revisions that:
a) | specify the revised delivery position of the Revised MADP Right; |
b) | incorporate the conversion of each of the two Former [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MADP Rights into two [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Quarter [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] QADP Rights by eliminating each of the two Former [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MADP Rights from Revised Attachment B; and |
c) | incorporate the conversion of the Former QADP Right into the New MADP Right by adding the New MADP Right to Revised Attachment B. |
Revised Attachment C incorporates revisions that:
a) | specify the revised delivery positions of each of the two Revised QADP Rights; |
b) | incorporate the conversion of each of the two Former [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MADP Rights into two [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Quarter [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] QADP Rights by adding each of the two [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Quarter [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] QADP Rights to Revised Attachment C; and |
c) | incorporate the conversion of the Former QADP Right into the New MADP Right by eliminating the Former QADP Right from Revised Attachment C. |
3. | Customer Chapter 11: |
P.A. No. 1980 | 4 | SA-29 |
BOEING PROPRIETARY
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. 29. The parties agree that this Supplemental Agreement No. 29 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. 29 shall not affect any rights of Customer or Boeing under the Bankruptcy Code.
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/ Beverly Goulet | |||
Name: The Boeing Company | Name: Beverly K. Goulet | |||
Its: Attorney-In-Fact | Its: VP Corporate Development and Treasurer |
P.A. No. 1980 | 5 | SA-29 |
BOEING PROPRIETARY
TABLE OF CONTENTS
ARTICLES | PAGE & SA | |||
1. | Quantity, Model and Description | 1, SA-20 | ||
2. | Delivery Schedule | 1, SA-20 | ||
3. | Price | 1, SA-20 | ||
4. | Payment | 2, SA-20 | ||
5. | Miscellaneous | 2, SA-20 | ||
TABLE | SA NUMBER | |||
1. | 777-200ER Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Base Year | SA-25, SA-26, SA-28 |
P.A. No. 1980 | Table of Contents, Page i | SA-29 |
BOEING PROPRIETARY
TABLE | SA NUMBER | |||
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 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Jul. 2001 Engine Base Year | SA-15 & SA-16 | ||
EXHIBIT | SA NUMBER | |||
A. | Aircraft Configuration | |||
A1. | Aircraft Configuration 777-323ER | SA-20 | ||
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 |
P.A. No. 1980 | Table of Contents, Page ii | SA-29 |
BOEING PROPRIETARY
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 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | 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-29 | ||
Attachment C | Information Regarding QADP Rights | SA-29 | ||
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 | ||
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 | Table of contents, Page iii | SA-29 |
BOEING PROPRIETARY
Attachment B to Letter Agreement 6-1162-AKP-110R3 (Model 777)
Information Regarding MADP Rights
MSN | Exercise Date | Delivery Month/Year | ||
41665 | SA-20 | [CONFIDENTIAL | ||
31546 | SA-22 | PORTION | ||
31547 | SA-23 | OMITTED | ||
33125 | SA-24 | AND | ||
41666 | SA-25 | FILED | ||
67680 | [CONFIDENTIAL PORTION | SEPARATELY | ||
OMITTED AND | WITH | |||
71938 | FILED SEPARATELY | THE | ||
71939 | WITH THE COMMISSION | COMMISSION | ||
71940 | PURSUANT TO | PURSUANT TO | ||
71942 | A REQUEST FOR | A REQUEST FOR | ||
101794 | CONFIDENTIAL | CONFIDENTIAL | ||
67655 | TREATMENT] | TREATMENT] |
In addition to (i) revising the delivery position of MSN 67665 from [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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 eliminates the following two MADP Rights from Revised Attachment B (due to their conversion to QADP Rights and being added to Revised Attachment C):
67660 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE | ||
101795 | COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
PA No. 1980 | SA No. 29 | Page 1 of 1 |
SA-29, Page 7 of 8
Attachment C to Letter Agreement 6-1162-AKP-110R3 (Model 777)
Information Regarding QADP Rights
MSN | Exercise Date | Delivery Quarter | ||||
101789 | [CONFIDENTIAL | [CONFIDENTIAL | ||||
31543 | SA-20 | PORTION | ||||
101790 | PORTION | OMITTED | SA-21 | |||
41668 | SA-23 | AND | ||||
31548 | SA-25 | FILED | ||||
41669 | OMITTED | SEPARATELY | SA-27 | |||
68870 | AND | WITH | SA-21 | |||
67660 | FILED | THE | SA-29 | |||
101795 | SEPARATELY | COMMISSION | SA-29 | |||
68872 | WITH | PURSUANT | ||||
68870 | THE | TO | SA-21 | |||
68864 | COMMISSION | A | ||||
101798 | PURSUANT | REQUEST | ||||
101801 | TO | FOR | ||||
101790 | A REQUEST FOR | CONFI - | SA-29 | |||
41669 | CONFIDENTIAL | DENTIAL | SA-27 | |||
181031 | TREATMENT] | TREATMENT] | SA-29 |
In addition to (i) revising the delivery positions of MSNs 101790 and 181031 and (ii) reflecting the addition of MSNs 67660 and 101795 (due to their conversion to QADP Rights from MADP Rights) both as specified above, SA-29 eliminates the following QADP Right from Revised Attachment C (due to its conversion to MADP Right and being added to Revised Attachment B):
101794 | [CONFIDENTIAL PORTION OMITTED AND FILED S EPARATELY WITH THE | COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | SA-29 |
PA No. 1980 | SA No. 29 | Page 1 of 1 |
SA-29, Page 8 of 8