TABLE OF CONTENTS
Exhibit 10.2
TABLE OF CONTENTS
ARTICLES | PAGE & SA NUMBER | |||
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 | ||
1-1. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] |
SA-1 | ||
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe & Engine Base Year | ||||
1-2. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] |
SA-2 & SA-6 |
P.A. No. 1980 | SA-24 | |||
Table of Contents, Page i | BOEING PROPRIETARY | |||
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe & Engine Base Year
| ||||
1-3. | 777-200IGW 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 | SA-4, SA-5, SA-6, SA-7 & SA-9 | ||
1-4. | 777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE 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 | SA-5, SA-6 & SA-9 | ||
1-5. | 777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION | SA-10, SA-11, SA-12 & SA-15 |
P.A. No. 1980 | SA-24 | |||
Table of Contents, Page ii | BOEING PROPRIETARY | |||
1-6. | 777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION | SA-13 | ||
1-7. | 777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Base Year | SA-24 | ||
TABLE | SA NUMBER | |||
2. | 777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION | SA-15 & SA-16 | ||
3. | 777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION | SA-15 & SA-16 |
P.A. No. 1980 | SA-24 | |||
Table of Contents, Page iii | BOEING PROPRIETARY | |||
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year | ||||
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-24 | ||
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 | SA-24 | |||
Table of Contents, Page iv | 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-24 | ||
Attachment C | Information Regarding QADP Rights | SA-23 | ||
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-04205R2 | Aircraft Performance Guarantees 777-323ER | SA-24 | ||
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 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | 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 |
P.A. No. 1980 | SA-24 | |||
Table of Contents, Page v | BOEING PROPRIETARY | |||
Supplemental Agreement No. 24
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 day of May, 2011, (SA-24) 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 (capitalized terms used herein without definition shall have the meanings specified therefor in such Purchase Agreement) relating to Boeing Model 777 aircraft (the Purchase Agreement); and
WHEREAS, Customer has provided notice to exercise as a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and
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-24 legend, is substituted in lieu thereof to reflect the changes made by this SA-24.
2. | Table 1-7: |
Table 1-7 entitled 777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
P.A. No. 1980 | i | SA-24 | ||
BOEING PROPRIETARY |
3. | 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 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4. | Letter Agreement No. 6-1162-AKP-110R3: |
Attachment B entitled Information Regarding MADP Rights to Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights and Substitution Rights is deleted in its entirety and a revised Attachment B, attached hereto, is substituted in lieu thereof [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] via this SA-24.
b. Nothing in this SA-24 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.
5. | Letter Agreement No. AAL-PA-1980-LA-04205R1: |
Letter Agreement No. AAL-PA-1980-LA-04205R1 entitled Aircraft Performance Guarantees 777-323ER is deleted in its entirety and a revised Letter Agreement No. AAL-PA-1980-LA-04205R2, attached hereto, is substituted in lieu thereof to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], which is being exercised via this SA-24.
EXPIRATION. This SA-24 is valid through May 31, 2011, at which time it will expire if not executed by both parties hereto.
P.A. No. 1980 | ii | SA-24 | ||
BOEING PROPRIETARY |
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 Supplemental Agreement No. 24, the terms of the exhibits will control.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY | AMERICAN AIRLINES, INC. | |||||
By: | By: |
Name: | Christopher L Odegard | Name: |
Its: | Attorney-In-Fact | Its: |
P.A. No. 1980 | iii | SA-24 | ||
BOEING PROPRIETARY |
Table 1-7
777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft
Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
AAL-PA-01980 | ||||
SA-20 APR 55725 | ||||
SA-22, SA-23 and SA-24 APR 56305 | Boeing Proprietary | SA-23 | ||
Page 1 |
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-24 | ||
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:
[CONFIDENTIAL PORTION OMITTED | ||
AND FILED SEPARATELY WITH THE | ||
COMMISSION PURSUANT TO A | ||
REQUEST FOR CONFIDENTIAL | ||
TREATMENT] | N/A | |
[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] |
** [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].
P.A. No. 1980 | BFE1-2 | SA-24 | ||
Page 2 | ||||
BOEING PROPRIETARY |
2. | On-dock Dates and Other Information. |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:
Item | Preliminary On-Dock Dates | |||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2012 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2012 | ||||
Aircraft | Aircraft | |||
Seats | [CONFIDENTIAL | PORTION | ||
Galleys/Furnishings | OMITTED | AND FILED | ||
Antennas & Mounting Equipment | SEPARATELY | WITH | ||
Avionics | THE | COMMISSION | ||
Cabin Systems Equipment | PURSUANT | TO A | ||
Miscellaneous Emergency Equipment | REQUEST | FOR | ||
Textiles/Raw Material | CONFIDENTIAL | TREATMENT] |
Item | Preliminary On-Dock Dates | |||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 | ||||
Aircraft | Aircraft | |||
Seats | [CONFIDENTIAL | PORTION |
P.A. No. 1980 | BFE1-2 | SA-24 | ||
Page 3 | ||||
BOEING PROPRIETARY |
Galleys/Furnishings | OMITTED | AND FILED | ||
Antennas & Mounting Equipment | SEPARATELY | WITH | ||
Avionics | THE | COMMISSION | ||
Cabin Systems Equipment | PURSUANT | TO A | ||
Miscellaneous Emergency Equipment | REQUEST | FOR | ||
Textiles/Raw Material | CONFIDENTIAL | TREATMENT] |
P.A. No. 1980 | BFE1-2 | SA-24 | ||
Page 4 | ||||
BOEING PROPRIETARY |
Item | Preliminary On-Dock Dates | |||
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 | ||||
Aircraft | Aircraft | |||
Seats | [CONFIDENTIAL | PORTION | ||
Galleys/Furnishings | OMITTED | AND FILED | ||
Antennas & Mounting Equipment | SEPARATELY | WITH | ||
Avionics | THE | COMMISSION | ||
Cabin Systems Equipment | PURSUANT | TO A | ||
Miscellaneous Emergency Equipment | REQUEST | FOR | ||
Textiles/Raw Material | CONFIDENTIAL | TREATMENT] |
3. | Additional Delivery Requirements - Import. |
[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]
P.A. No. 1980 | BFE1-2 | SA-24 | ||
Page 5 | ||||
BOEING PROPRIETARY |
Attachment B to Letter Agreement 6-1162-AKP-110R3 (Model 777)
Information Regarding MADP Rights
[CONFIDENTIAL PORTION
OMITTED AND FILED
SEPARATELY WITH THE
COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL
TREATMENT]
PA No. 1980 | SA No. 24 | Page 1 of 1 |
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 | ||
AAL-PA-1980-LA-04205R2
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas ###-###-####
Subject: | Aircraft Performance Guarantees 777-323ER |
Reference: | Purchase Agreement No. PA-1980 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 777-323ER aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
For the Aircraft set forth in Table 1-7, which are exercised via Supplemental Agreements No. 22, 23 and 24, Boeing agrees to provide Customer with the guarantees set forth in Attachment A hereto. These guarantees are exclusive and will expire upon delivery of the Aircraft to Customer.
1. [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].
2. | Confidential Treatment. |
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
AAL-PA-1980-LA-04205R2 | SA-24 | |||
Performance Guarantees 777-323ER | Page 1 | |||
BOEING PROPRIETARY |
The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207 | ||
Very truly yours, | ||||
THE BOEING COMPANY | ||||
By | ||||
Its | Attorney-In-Fact |
ACCEPTED AND AGREED TO this | ||||
Date: |
American Airlines, Inc. | ||||
By | ||||
Its |
AAL-PA-1980-LA-04205R2 | SA-24 | |||
Performance Guarantees 777-323ER | Page 2 | |||
BOEING PROPRIETARY |