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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
[ü]Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2010.
[ ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From to .
Commission file number 1-2691.
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American Airlines, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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13-1502798
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4333 Amon Carter Blvd.
Fort Worth, Texas
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76155
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(817) 963-1234
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Not Applicable
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(Former name, former address and former fiscal year , if changed since last report)
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. ¨ Large Accelerated Filer ¨ Accelerated Filer þ Non-accelerated Filer
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock, $1 par value – 1,000 shares as of July 10, 2010.
EXPLANATORY NOTE
This Form 10-Q/A (Amendment No. 1) to American Airlines, Inc.’s (American’s) Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2010, initially filed with the Securities and Exchange Commission (SEC) on July 21, 2010 (Original Filing) is being filed in response to communications received from the SEC in connection with a confidential treatment request with respect to (i) Exhibit 10.1, Purchase Agreement No. 1977 Supplement 34 dated as of July 21, 2010, and (ii) Exhibit 10.2, Purchase Agreement No. 3219 Supplement No. 2 dated as of July 21, 2010. Item 6 of Part II of the Original Filing is hereby amended to include revised redacted versions of Exhibits 10.1 and 10.2.
Item 6. Exhibits
Exhibits required to be filed by Item 601 of Regulation S-K. Where the amount of securities authorized to be issued under any of American’s long-term debt agreements does not exceed 10 percent of American’s assets, pursuant to paragraph (b) (4) of Item 601 of Regulation S-K, in lieu of filing such as an exhibit, American hereby agrees to furnish to the Commission upon request a copy of any agreement with respect to such long-term debt.
The following exhibits are included herein:
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10.1
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Supplemental Agreement No. 34 to Purchase Agreement No. 1977 by and between American Airlines, Inc. and The Boeing Company dated as of July 21, 2010. Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.
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10.2
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Supplemental Agreement No. 2 to Purchase Agreement No. 3219 by and between American Airlines, Inc. and The Boeing Company dated as of July 21, 2010. Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.
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12
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Computation of ratio of earnings to fixed charges for the three and six months ended June 30, 2010 and 2009.
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
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31.2
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
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32
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Certification pursuant to Rule 13a-14(b) and section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code).
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101
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The following materials from American Airlines, Inc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICAN AIRLINES, INC.
Date: December 9, 2010 BY: /s/ Isabella D. Goren
Isabella D. Goren
Senior Vice President and Chief Financial Officer
Supplemental Agreement No. 34
to
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 July 21, 2010, (Supplemental Agreement Number 34) 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 (the Purchase Agreement). Capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;
WHEREAS, pursuant to Letter Agreement No. 6-1162-AKP-075 titled Aircraft Purchase Rights and Substitution Rights (the “Rights Letter”), Boeing and Customer have agreed to, among other things, the treatment of aircraft Purchase Rights;
WHEREAS, pursuant to Purchase Agreement No. 1977 Supplement Agreement No. 19 (“SA 19”), Boeing and Customer have agreed to, among other things, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];
WHEREAS, pursuant to Letter Agreement No. 6-1162-LAJ-936 titled Special Matters for Model 737, 757, 767 and 777 Aircraft (“Special Matters Letter”), Boeing and Customer have agreed to, among other things, treatment of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];
P.A. No. 1977 SA-34
AAL
BOEING PROPRIETARY
WHEREAS, Customer and Boeing desire to amend the Purchase Agreement to reflect the following:
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1)
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Boeing [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and Customer exercises the aforementioned aircraft, which were not previously exercised by Customer on their respective MADP Exercise Date of [CONFIDENTIAL PORTION AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and
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2)
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Customer exercises the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT A REQUEST FOR CONFIDENTIAL TREATMENT]; and
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3)
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Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT A REQUEST FOR CONFIDENTIAL TREATMENT]; and
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4)
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Customer exercises the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT A REQUEST FOR CONFIDENTIAL TREATMENT]; and
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5)
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Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT A REQUEST FOR CONFIDENTIAL TREATMENT]; and
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6)
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A [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT A REQUEST FOR CONFIDENTIAL TREATMENT], which Customer subsequently exercises in accordance with the terms and conditions for such Rights Aircraft as set forth in the Rights Letter; and
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7)
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[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT A REQUEST FOR CONFIDENTIAL TREATMENT], as more specifically provided for in Letter Agreement No. AAL-PA-1977-LA-01073 entitled [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT A REQUEST FOR CONFIDENTIAL TREATMENT] and Permitted Transactions 3 (LA-01073).
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NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
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1.
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The Table of Contents is removed in its entirety and replaced with the new Table of Contents, attached hereto, to add Table 1E entitled Aircraft Delivery, Description, Price, and Advance Payments – SA-34 Exercised Aircraft and Letter Agreement No. AAL-PA-1977-LA-01073 entitled Advance Payments and Permitted Transactions 3 and set forth the appropriate SA-34 references;
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2.
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Table 1E entitled Aircraft Delivery, Description, Price, and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]– SA-34 Exercised Aircraft is added to set forth the Rights Aircraft being exercised via this Supplemental Agreement;
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3.
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Supplemental Exhibit BFE1 entitled Buyer Furnished Equipment Variables is removed in its entirety and replaced with a new BFE1, which sets forth the appropriate preliminary on-dock dates for the Rights Aircraft being exercised via this Supplemental Agreement;
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4.
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Attachment B to Letter Agreement No. 6-1162-AKP-075 entitled Aircraft Purchase Rights and Substitution Rights is removed in its entirety and replaced with a new Attachment B, which reflects, among other things, the MADP, which are being exercised via this Supplemental Agreement;
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5.
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Attachment C to Letter Agreement No. 6-1162-AKP-075 entitled Aircraft Purchase Rights and Substitution Rights is removed in its entirety and replaced with a new Attachment C, which reflects, among other things, the QADP, which are being exercised and declined via this Supplemental Agreement;
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6.
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LA-01073 entitled Advance Payments and Permitted Transactions 3, attached hereto [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] being exercised via this Supplemental Agreement and the aforementioned letter agreement is hereby made part of the Purchase Agreement;
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7.
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Upon execution of this Supplemental Agreement No. 34, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
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P.A. No. 1977 SA-34
AAL
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, 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:
By: Its: Attorney-In-Fact Its:
P.A. No. 1977 SA-34
AAL
BOEING PROPRIETARY
TABLE OF CONTENTS
SA
NUMBER
ARTICLE
1. Quantity, Model and Description SA21
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
1 Aircraft Delivery, Description, Price and SA29
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
1A Aircraft Delivery, Description, Price and SA33
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
1B Aircraft Delivery, Description, Price and SA33
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
1C Aircraft Delivery, Description, Price and SA33
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
1D Aircraft Delivery, Description, Price and SA33
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] – Boeing Sky Interior Aircraft
1E Aircraft Delivery, Description, Price and SA34
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] – SA-34 Exercised Aircraft
EXHIBITS
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A.
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Aircraft Configuration
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A1 Aircraft Configuration SA33
A2 Aircraft Configuration SA33
B Aircraft Delivery Requirements and Responsibilities
C Defined Terms
SUPPLEMENTAL EXHIBITS
AE1 [CONFIDENTIAL PORTION OMITTED AND FILED SA20
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Optional Features
BFE1 BFE Variables
SA34
CS1 Customer Support Variables
SLP1 Service Life Policy Components
EE1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Warranty and Patent Indemnity
PA No. 1977 SA34
LETTER AGREEMENTS
6-1162-AKP-070 Miscellaneous Commitments for Model 737, 757,
767 and 777 Aircraft
6-1162-AKP-072R1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-AKP-073 Accident Claims and Litigation
6-1162-AKP-074R2 Business Considerations
6-1162-AKP-075 Aircraft Purchase Rights and Substitution Rights
- Attachment A
- Attachment B SA34
- Attachment C SA34
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 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Sharing
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-1405 Multiple Operating Weight Program
Attachment B1
6-1162-CLO-1035 Aircraft Performance Guarantees SA28
6-1162-CLO-1038 Advance Payments and Permitted Transactions SA31
6-1162-CLO-1082 Advance Payments and Permitted Transactions 2 SA32
AAL-PA-1977-LA-01073 Advance Payments and Permitted Transactions 3 SA34
PA No. 1977 SA34
Table 1E To
Purchase Agreement No. 1977
Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
SA-34 Exercised Aircraft
[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]
Table 1E To
Purchase Agreement No. 1977
Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
SA-34 Exercised Aircraft
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Page 2
AAL-PA-01977 SA-34 Boeing Proprietary
54080-1F.TXT
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit BFE1 to Purchase Agreement Number 1977
P.A. No. 1977 BFE1
SA34 AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 737 AIRCRAFT
This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other variables applicable to the Aircraft.
1. Supplier Selection.
Customer will:
1.1 Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:
Galley System Complete
Galley Inserts Complete
Seats (passenger) Complete
Cabin Systems Equipment Complete
Miscellaneous Emergency Equipment Complete
Cargo Handling Systems Complete
For a new certification, supplier requires notification [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Cargo Handling System on-dock date.
P.A. No. 1977 BFE1-1
SA34 AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
2. On-dock Dates
On or before [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in-sequence installation of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth below:
Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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P.A. No. 1977 BFE1-2
SA34 AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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P.A. No. 1977 BFE1-3
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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P.A. No. 1977 BFE1-4
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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P.A. No. 1977 BFE1-5
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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P.A. No. 1977 BFE1-6
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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P.A. No. 1977 BFE1-7
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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Cargo Systems
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Provision Kits
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Winglets
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P.A. No. 1977 BFE1-8
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
Item Preliminary On-Dock Dates
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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Seats
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Galleys/Furnishings
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Antennas & Mounting Equipment
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Avionics
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Cabin Systems Equipment
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Miscellaneous Emergency Equipment
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Textiles/Raw Material
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P.A. No. 1977 BFE1-9
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
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P.A. No. 1977 BFE1-10
SA34
AAL
BOEING PROPRIETARY
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P.A. No. 1977 BFE1-11
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
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P.A. No. 1977 BFE1-12
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
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P.A. No. 1977 BFE1-13
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
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P.A. No. 1977 BFE1-14
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
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P.A. No. 1977 BFE1-15
SA34
AAL
BOEING PROPRIETARY
BOEING PROPRIETARY
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3.
|
Additional Delivery Requirements
|
Customer will insure that Customer’s BFE suppliers provide sufficient information to enable Boeing, when acting as Importer of Record for Customer’s BFE, to comply with all applicable provisions of the U.S. Customs Service.
P.A. No. 1977 BFE1-16
SA34
AAL
BOEING PROPRIETARY
AAL-PA-1977-LA-01073
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Advance Payments and Permitted Transactions 3
|
Reference:
|
Purchase Agreement No. 1977 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-823 aircraft (the Aircraft)
|
This Letter Agreement amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
|
1.
|
Advance Payments for Aircraft.
|
Notwithstanding Article 4.2 and Table 1D of the Purchase Agreement, which set forth Boeing’s standard [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Schedule for exercised Rights Aircraft (“the Standard [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Schedule”), Boeing and Customer agree that the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Schedule for all [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] described as to be purchased via Supplemental Agreement No. 34 and the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH T
HE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with deliveries scheduled for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and any Rights Aircraft with deliveries scheduled [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], which Customer subsequently exercises in accordance with the terms and conditions for such Rights Aircraft as set forth in Letter Agreement No. 6-1162-AKP-075 entitled Aircraft Purchase Rights and Substitution Rights (the “SA 34 Relevant Aircraft”) (except for any SA 34 Relevant Aircraft subject to Permitted Transactions, as defined in Paragraph 2 below), is hereby amended as follows:
|
1.1
|
Customer will make Advance Payments to Boeing in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of each SA 34 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and will do so as follows: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (the “Modified [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Schedule”).
|
|
1.2
|
Notwithstanding Section 1.3 of Letter Agreement No. 6-1162-AKP-070 entitled Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft, Customer will pay Boeing [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] as provided in Paragraph 1.3 below. “[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Interest will be due and payable [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Boeing will invoice Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for which Interest is due. Interest will begin [CONFIDENTIA
L PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
|
|
1.3
|
The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The Interest Rate thereafter shall [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
|
2. Permitted Transactions
For the purposes of this Paragraph 2, SA-34 Relevant Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Notwithstanding Article 9.2 of the AGTA, Boeing agrees that Customer may from time to time prior to delivery of any SA 34 Relevant Aircraft enter into arrangements and agreements with lenders, lessors or other parties (whose business includes, but may not be limited to, the financing of aircraft) for the purpose of (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and/or (b) consummating [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to which the right to purchase an SA 34 Relevant Aircraft, and the corresponding obligation to make [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] with respect thereto, are conveyed to such a party [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]” and, together with an [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Facility, the “Permitted Transactions”).
For the purpose of securing an [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Facility and notwithstanding the provisions of the Security Agreement between Boeing and Customer dated as of October 16, 2002, as may be subsequently amended or revised, Customer may [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] including the right to purchase an SA 34 Relevant Aircraft provided that Customer and Customer’s financiers accept Boeing’s customary terms and conditions for consenting [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] including, but not limited to, the following:
|
(i)
|
if Customer’s financier gives notice that it intends to exercise its [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing shall have the right to assume those rights with respect to such SA 34 Relevant Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and received and retained by Boeing with respect to that SA 34 Relevant Aircraft (Manufacturer’s Option);
|
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(ii)
|
Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and obligations of Customer;
|
|
(iii)
|
Boeing shall not be subject to any additional liability as a result of the pledge of security which Boeing would not otherwise be subject to under the Purchase Agreement;
|
|
(iv)
|
the pledge of security shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the SA 34 Relevant Aircraft, or any other things [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and
|
|
(v)
|
In lieu of the concessions granted to Customer under the Purchase Agreement, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. In calculating the amount payable by the financier for an SA 34 Relevant Aircraft, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and this irrespective of whether the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
|
To assist Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer may execute [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Any such [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be subject to the conditions that (i) it shall not subject Boeing to any liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement and (ii) no such assignment will require Boeing to divest itself of title to or possession of the aircraft [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], the Purchase Agreement in connection with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is contingent upon Boeing’s consent, which shall not be unreasonably withheld or delayed. Boeing agrees to cooperate in good faith with Customer and to take such actions as may be reasonably requested by Customer to facilitate Permitted Transactions. In no event may Customer subject more than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Notwithstanding Paragraph 1.1 above, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION P
URSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in respect of any SA 34 Relevant Aircraft that is subjected to a Permitted Transaction will be made in accordance with the Standard [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] for all SA 34 Relevant Aircraft that are not subject to Permitted Transactions will be made in accordance with Paragraphs 1 above.
For avoidance of doubt, nothing within this Letter Agreement is intended to, nor shall it, derogate the rights and obligations of Boeing and Customer with regard to the financing of aircraft at or following delivery in accordance with Article 9.2 of the AGTA.
3. Confidential Treatment.
Customer and Boeing understand certain commercial and financial information contained in this Letter Agreement is considered by Boeing and Customer as confidential. Customer and Boeing agree that each will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of the other, disclose this Letter Agreement or any information contained herein to any other person or entity, except as required by law or government regulation.
Very truly yours,
THE BOEING COMPANY
By
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 21, 2010
AMERICAN AIRLINES, INC.
By
Its __________
P.A. No. 1977 SA-34
Advance Payments and Permitted Transactions 3
BOEING PROPRIETARY
P.A. No. 1977 SA-34
Advance Payments and Permitted Transactions 3
BOEING PROPRIETARY
Supplemental Agreement No. 2
to
Purchase Agreement No. 3219
between
The Boeing Company
and
American Airlines, Inc.
Relating to Boeing Model 787-9 Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 2, entered into as of July 21, 2010, (SA 2) 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. 3219 dated as of October 15, 2008, relating to Boeing Model 787-9 aircraft (the Purchase Agreement). Capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;
WHEREAS, on or about June 22, 2009, Boeing provided Customer with a revised delivery schedule for the Aircraft and did so in the form of Supplemental Agreement No. 1. Supplemental Agreement No. 1 was never executed by Customer and Boeing thus resulting in this Supplemental Agreement No. 2 being the first such supplement to Purchase Agreement No. 3219.
WHEREAS, the deliveries of the Aircraft have been rescheduled as set forth herein;
WHEREAS, Customer and Boeing entered into Letter Agreement No. 6-1162-CLO-1031 entitled Performance Guarantee Matters whereby Boeing had the obligation to provide to Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];
WHEREAS, Customer has selected the [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. The Table of Contents is removed in its entirety and replaced with a revised Table of Contents, attached hereto, which sets forth the appropriate SA-2 references. The Table of Contents is hereby made part of the Purchase Agreement.
2. Table 1 entitled “Aircraft Delivery, Description, Price and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is deleted in its entirety and replaced with a revised Table 1 R1, attached hereto, which reflects revised delivery dates for the Firm Aircraft. Table 1 R1 is hereby made part of the Purchase Agreement.
3. Table 1 entitled “Aircraft Delivery, Description, Price and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is deleted in its entirety as Customer has chosen the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4. Supplemental Exhibit BFE1 entitled “Buyer Furnished Equipment Variables” is deleted in its entirety and replaced with a revised BFE1, attached hereto, which sets forth [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Supplemental Exhibit BFE1 is hereby made part of the Purchase Agreement.
5. Supplemental Exhibit EE1 entitled [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is deleted in its entirety as Customer has chosen the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
6. Letter Agreement No. 6-1162-CLO-1031 entitled “Performance Guarantee Matters” is deleted in its entirety and replaced with a revised letter agreement, which sets for the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Letter Agreement No. 6-1162-CLO-1031R1 is hereby made part of the Purchase Agreement.
7. Letter Agreement No. 6-1162-CLO-1032 entitled [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is deleted in its entirety and replaced with a revised letter agreement, which sets forth revised dates for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Letter Agreement No. 6-1162-CLO-1032R1 is hereby made part of the Purchase Agreement.
8. Letter Agreement No. 6-1162-CLO-1045 entitled [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is deleted in its entirety and replaced with a revised letter agreement, which sets forth the current execution date as it relates to the Aircraft set forth in Table 1 and Attachment C to Letter Agreement No. 6-1162-TRW-0664 entitled Aircraft Purchase Rights and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Letter Agreement No. No. 6-1162-CLO-1045R1 is hereby made part of the Purchase Agreement.
9. Letter Agreement No. 6-1162-CLO-1048 entitled “Final Matters” is deleted in its entirety in consideration of the terms and conditions set forth in this Supplemental Agreement No. 2.
10. Attachments A, B, and C to Letter Agreement No. 6-1162-TRW-0664 entitled “Aircraft Purchase Rights and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]” are deleted in their entirety and replaced with revised Attachments A, B, and C, which set forth the revised [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Revised Attachments A, B, and C are hereby made part of the Purchase Agreement.
11. Letter Agreement No. 6-1162-TRW-0665 entitled [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is deleted in its entirety as Customer has chosen the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
12. Letter Agreement No. 6-1162-TRW-0666 entitled [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is deleted in its entirety as Customer has chosen the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
13. Letter Agreement No. 6-1162-TRW-0674 entitled “Business Considerations” is deleted in its entirety and replaced with a revised letter agreement, which [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Letter Agreement No. 6-1162-TRW-0674R1 is hereby made part of the Purchase Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
P.A. No. 3219 SA-2
AAL
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, 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:
By: Its: Attorney-In-Fact Its:
P.A. No. 3219 SA-2
AAL
BOEING PROPRIETARY
TABLE OF CONTENTS
SA
ARTICLES NUMBER
1. Quantity, Model and Description
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
6. Confidential Treatment
TABLE
1. Aircraft Information Table – TRENT SA-2
1 R1. Aircraft Information Table – GENX SA-2
EXHIBIT
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
C. Defined Terms
SUPPLEMENTAL EXHIBITS
AE1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
BFE1. Buyer Furnished Equipment Variables SA-2
CS1. 787 Customer Support Document
EE1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
EE1. [CONFIDENTIAL PORTION OMITTED AND FILED SA-2
SEPARATELY THE WITH COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
SLP1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
P.A. No. 3219 SA-2
BOEING PROPRIETARY
LETTER AGREEMENTS
3219-01 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3219-02 Special Terms – Seats and In-Flight Entertainment
3219-04 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3219-05 Spare Parts Commitments
3219-06 Spare Parts Initial Provisioning
3219-08 Open Configuration Matters
6-1162-AKP-071R1 Purchase Obligations
6-1162-AKP-072R2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-AKP-073R1 Accident Claims and Litigation
6-1162-CLO-1031R1 [CONFIDENTIAL PORTION OMITTED SA-2
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-CLO-1032R1 [CONFIDENTIAL PORTION OMITTED SA-2
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-CLO-1039 [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-CLO-1043 787 Inspection Process
6-1162-CLO-1042 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-CLO-1045R1 [CONFIDENTIAL PORTION OMITTED SA-2
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-CLO-1046 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-CLO-1047 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-CLO-1048 Final Matters SA-2
6-1162-CLO-1049 CS1 Matters
6-1162-TRW-0664 Aircraft Purchase Rights and Substitution
Rights
Attachment A – MADP Exercise Dates SA-2
Attachment B – QADP Exercise Dates SA-2
Attachment C – MADP & QADP SA-2
Rights Aircraft
6-1162-TRW-0665 [CONFIDENTIAL PORTION OMITTED SA-2
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
|
6-1162-TRW-0666
|
[CONFIDENTIAL PORTION OMITTED
|
SA-2
|
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
|
6-1162-TRW-0667
|
[CONFIDENTIAL PORTION OMITTED AND FILED
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|
|
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
|
|
|
CONFIDENTIAL TREATMENT]
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6-1162-TRW-0668
|
[CONFIDENTIAL PORTION OMITTED AND FILED
|
|
|
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
|
|
|
CONFIDENTIAL TREATMENT]
|
6-1162-TRW-0670 Miscellaneous Commitments for Model 787 Aircraft
6-1162-TRW-0671 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-TRW-0672 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-TRW-0673 Confidentiality
6-1162-TRW-0674R1 Business Considerations SA-2
P.A. No. 3219 SA-2
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit BFE1 to Purchase Agreement Number 3219
P.A. No. 3219 BFE1 SA-2
PA_Supp_Ex_BFE1 Rev.: 4/10/07
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 787 AIRCRAFT
This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other requirements applicable to the Aircraft.
1. Supplier Selection.
Customer will select and notify Boeing of the suppliers of the following items by the following dates:
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. Certification Document.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3. Import
Customer will insure that Customer’s BFE suppliers provide sufficient information to enable Boeing, when acting as Importer of Record for Customer’s BFE, to comply with all applicable provisions of the U.S. Customs Service.
P.A. No. 3219 BFE1-1 SA-2
PA_Supp_Ex_BFE1
BOEING PROPRIETARY
4. Delivery 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
|
Premium Class (PC) Seats
|
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
|
Lifevests [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(As specified in Option Number ____________)
Galley Meal Carts [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(As specified in Option Number ____________)
P.A. No. 3219 BFE1-2 SA-2
PA_Supp_Ex_BFE1
BOEING PROPRIETARY
6-1162-CLO-1031R1
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport
Texas 75261-9616
Subject: Performance Guarantee Matters
|
Reference:
|
(a)
|
Purchase Agreement No. 3219 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787-923 aircraft (the Aircraft)
|
|
|
(b)
|
Letter Agreement No. 6-1162-TRW-0671 entitled Performance Guarantees (the Performance Guarantees)
|
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
1. Performance Guarantees:
[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. 3219 SA-2
Performance Guarantee Matters Rev.: 04/03/08
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-CLO-1031R1 Page 2
2. [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].
3. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
P.A. No. 3219 SA-2
Performance Guarantee Matters Rev.: 04/03/08
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-CLO-1031R1 Page 3
4. 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.
Very truly yours,
THE BOEING COMPANY
By
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 21, 2010
AMERICAN AIRLINES, INC.
By
Its
P.A. No. 3219 SA-2
Performance Guarantee Matters Rev.: 04/03/08
BOEING PROPRIETARY
6-1162-CLO-1032R1
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport
Texas 75261-9616
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
|
Reference:
|
(a)
|
Purchase Agreement No. 3219 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787-923 aircraft (the Aircraft)
|
|
|
(b)
|
Purchase Agreement No. 1979 between The Boeing Company and American Airlines, Inc. relating to Model 767-323ER aircraft
|
|
|
(c)
|
Purchase Agreement No. 1980 between The Boeing Company and American Airlines, Inc relating to Model 777-223IGW aircraft
|
|
|
(d)
|
Security Agreement dated October 16, 2002, as subsequently amended, between The Boeing Company and American Airlines, Inc.
|
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
1. Introduction.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
P.A. No. 3219 SA-2
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
BOEING PROPRIETARY
2.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
2.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
2.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
2.4 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3. [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].
4. Availability of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:
4.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:
4.1.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4.1.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]:
4.2.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4.2.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
5. Purchase Obligations.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
6.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
6.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
6.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
7. Subsequent Agreement Amendments.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
8. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
P.A. No. 3219 SA-2
Reconfirmation Rights
BOEING PROPRIETARY
9. Confidential Treatment.
Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to 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.
Very truly yours,
THE BOEING COMPANY
By
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 21, 2010
AMERICAN AIRLINES, INC.
By
Its
Attachments:
|
1.
|
[CONFIDENTIAL PORTION OMITTED
|
|
2.
|
AND FILED SEPARATELY WITH THE
|
|
3.
|
COMMISSION PURSUANT TO A REQUEST
|
|
4.
|
FOR CONFIDENTIAL TREATMENT]
|
P.A. No. 3219 SA-2
Reconfirmation Rights
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-CLO-1045R1 Page 2
6-1162-CLO-1045R1
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport
Texas 75261-9616
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
|
Reference:
|
(a)
|
Purchase Agreement No. 3219 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787-923 aircraft (the Aircraft)
|
|
(b)
|
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
|
|
(c)
|
Letter Agreement No. 6-1162-TRW-0664 entitled Aircraft Purchase Rights and Substitution Rights
|
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
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. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.
P.A. No. 3219 SA-2
Treatment of Aircraft Delivering Beyond the MFC Period
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-CLO-1045R1 Page 2
3 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.
Very truly yours,
THE BOEING COMPANY
By
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 21, 2010
AMERICAN AIRLINES, INC.
By
Its
P.A. No. 3219 SA-2
Treatment of Aircraft Delivering Beyond the MFC Period
BOEING PROPRIETARY
6-1162-TRW-0674R1
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Business Considerations
|
Reference:
|
Purchase Agreement No. 3219 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787-923 aircraft (Aircraft) and 787-323 and 787-823 Substitute Aircraft (each Substitute Aircraft)
|
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
1. Basic Credit.
[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. 3219 SA-2
Business Considerations
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-TRW-0674R1
Page 2
2. Simulator Package[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].
3. Delivery Reschedule Credit Memorandum.
[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].
4. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
P.A. No. 3219 SA-2
Business Considerations
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-TRW-0674R1
Page 3
5. Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in this Letter Agreement are considered by Boeing and Customer as confidential. Customer and Boeing agree that each will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of the other, disclose this Letter Agreement or any information contained herein to any other person or entity, except as provided in this Letter Agreement and or the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 21, 2010
AMERICAN AIRLINES, INC.
By
|
|
Its
|
P.A. No. 3219 SA-2
Business Considerations
BOEING PROPRIETARY
