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(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to the rejection or modification of financings related to aircraft. The Debtors record an estimated claim associated with the rejection or modification of a financing when the applicable motion is filed with the Bankruptcy Court to reject or modify such financing and the Debtors believe that it is probable the motion will be approved, and there is sufficient information to estimate the claim. Modifications of the financings related to certain aircraft remain subject to conditions, including reaching agreement on definitive documentation. See above, “Special Protection Applicable to Leases and Secured Financing of Aircraft and Aircraft Equipment,” for further information.

(2)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to entry of orders treating as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors record an estimated claim associated with the treatment of claims with respect to facility agreements when the applicable motion is filed with the Bankruptcy Court and the Debtors believe that it is probable that the motion will be approved, and there is sufficient information to estimate the claim. See above, “Rejection of Executory Contracts,” for further information.

(3)

Pursuant to the Support Agreement, as defined and further described in Note 12 to the Condensed Consolidated Financial Statements, the Debtors agreed to allow certain post-petition unsecured claims on obligations.  As a result, the Company recorded reorganization charges to adjust estimated allowed claim amounts previously recorded on rejected special facility revenue bonds of $127 million, which is included in the table above.

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1.	Effective portion of gain (loss)

2.	Ineffective portion of gain (loss)

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•

Unless they elect to receive alternative treatment, holders of prepetition unsecured claims against AMR or American that also are guaranteed by either such company (Double-Dip Unsecured Claims) will receive shares of preferred stock of AAG (the AAG Preferred Stock) that will be mandatorily convertible into shares of AAG Common Stock on each of the 30th, 60th, 90th and 120th day after the effective date of the Plan. Upon the conversion of the remaining AAG Preferred Stock on the 120th day after the effective date of the Plan, all AAG Preferred Stock will have been converted to AAG Common Stock and no AAG Preferred Stock will remain outstanding. The conversion price of the AAG Preferred Stock will vary on each conversion date, based on the volume weighted average price of the shares of the AAG Common Stock on the five trading days immediately preceding each conversion date, at a 3.5% discount, subject to a cap and a floor price. The AAG Preferred Stock allocable to the Double-Dip Unsecured Claims will have a face amount equal to the allowed amount of their claims, including post-petition interest at the non-default rate;

•	Holders of prepetition unsecured claims (other than claims of the Debtors' unions) that are not Double-Dip Unsecured Claims (and holders of Double-Dip Unsecured Claims that elect to receive such treatment) will receive shares of AAG Preferred Stock, as well as shares of AAG Common Stock;

•	Holders of existing AMR equity interests (including stock, warrants, restricted stock units and options) will receive a distribution of shares of AAG Common Stock representing 3.5% of the total number of shares of AAG Common Stock (on an as-converted basis) in addition to the potential to receive shares of AAG Common Stock above such amount; and

•	The satisfaction of certain labor-related claims through the allocation to such claims of shares of AAG Common Stock representing 23.6% of the total number of such shares of AAG Common Stock ultimately distributed to holders of prepetition general unsecured claims against the Debtors.

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•	American closed its private offering of the Series 2013-1 EETCs in the aggregate face amount of $664 million. See Note 6 to the Condensed Consolidated Financial Statements for further information.

•	In January 2013, American placed into service its first Boeing 777-300 ER aircraft.

•	LATAM Airlines Group announced it will join oneworld®, and American filed applications with regulators for codeshare agreements with TAM and LAN Colombia. Pending approval, this will strengthen American's existing service to Latin America.

•	American and Finnair announced Finnair's intent to join the transatlantic joint business American shares with British Airways and Iberia, providing additional connections across the Atlantic.

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(a)	Wages, salaries and benefits decreased primarily as a result of modifications to pension and other post-employment benefits and reductions in certain work groups during 2012. See Note 8 and Note 9 to the Condensed Consolidated Financial Statements for further information, respectively.

(b)	Maintenance, materials and repairs increased primarily due to timing of materials and repairs expenses.

(c)	Aircraft rental expense increased primarily due to new aircraft deliveries in 2013.

(d)	Food service increased primarily as a result of increased passengers boarded and enhanced product offerings.

(e)	Special charges increased primarily as a result of merger related expenses.

(f)	Other operating expenses increased primarily due to increases in outsourced services and volatility in foreign exchange rates.

(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to the rejection or modification of financings related to aircraft. The Debtors record an estimated claim associated with the rejection or modification of a financing when the applicable motion is filed with the Bankruptcy Court to reject or modify such financing and the Debtors believe that it is probable the motion will be approved, and there is sufficient information to estimate the claim. Modifications of the financings related to certain aircraft remain subject to conditions, including reaching agreement on definitive documentation. See above, “Special Protection Applicable to Leases and Secured Financing of Aircraft and Aircraft Equipment,” for further information.

(2)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to entry of orders treating as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors record an estimated claim associated with the treatment of claims with respect to facility agreements when the applicable motion is filed with the Bankruptcy Court and the Debtors believe that it is probable that the motion will be approved, and there is sufficient information to estimate the claim. See above, “Rejection of Executory Contracts,” for further information.

(3)

Pursuant to the Support Agreement, as defined and further described in Note 13 to the Condensed Consolidated Financial Statements, the Debtors agreed to allow certain post-petition unsecured claims on obligations.  As a result, the Company recorded reorganization charges to adjust estimated allowed claim amounts previously recorded on rejected special facility revenue bonds of $127 million, which is included in the table above.

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Exhibit 10.1

2012 OMNIBUS RESTRUCTURE AGREEMENT

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 737-823, 787-8, 787-923, 777 and 737-MAX Aircraft

AAL-LA-08833

THIS 2012 OMNIBUS RESTRUCTURE AGREEMENT (2012 Omnibus Restructure Agreement) is entered into as of January 11, 2013, 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, and together with Boeing, individually, a Party, and collectively, the Parties);

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 1977 dated October 31, 1997, relating to Boeing Model 737-823 aircraft, as amended and supplemented (Purchase Agreement No. 1977);

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 1980 dated October 31, 1997, relating to Boeing Model 777 aircraft, as amended and supplemented (Purchase Agreement No. 1980);

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 3219 dated October 15, 2008, relating to Boeing Model 787-923 aircraft, as amended and supplemented (Purchase Agreement No. 3219);

WHEREAS, Boeing and Customer entered into the Aircraft General Terms Agreement No. AGTA-AAL dated October 31, 1997, as amended and supplemented (AGTA);

WHEREAS, [*CTR]

 

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WHEREAS, Boeing and Customer entered into certain other aircraft purchase agreements and related financing agreements, including associated letter agreements, and certain other agreements, each as amended and supplemented and more particularly described in Exhibit 6 attached hereto, (Boeing Related Agreements) and Exhibit 7 attached hereto (Reaffirmed Agreements);

WHEREAS, Boeing acknowledges that Customer is a debtor in possession under chapter 11 of title 11 of the United States Code (Bankruptcy Code) in the cases styled “In re AMR Corporation, et al.”, filed on November 29, 2011 (Petition Date) and pending in the United States Bankruptcy Court for the Southern District of New York (Court), case no. 11-15643 (SHL) (Jointly Administered) (Pending Cases);

WHEREAS, the Parties desire to restructure and amend Purchase Agreement No. 1977, Purchase Agreement No. 1980, and Purchase Agreement No. 3219 in accordance with and subject to certain terms and conditions listed herein;

WHEREAS, subject to the terms and conditions herein, Boeing and Customer desire that Customer assume the Boeing Related Agreements and, to the extent applicable, the Reaffirmed Agreements, in accordance with Section 365 of the Bankruptcy Code, and that Customer and Boeing otherwise reaffirm and agree that the Reaffirmed Agreements are to remain in effect in accordance with their existing terms;

WHEREAS, the Parties desire to resolve certain claims of Boeing and its Affiliates that have been asserted or may be asserted in the Pending Cases, and to agree upon mutual releases of other claims between Customer and its Affiliates and Boeing and its Affiliates;

WHEREAS, the Parties desire to enter into a [*CTR] financing commitment letter agreement in regard to Boeing Model 737 aircraft (737 [*CTR] Letter Agreement) and a [*CTR] financing commitment letter agreement in regard to Boeing Model 787 aircraft, respectively, in accordance with and subject to the terms and conditions set forth herein, each in the form and substance attached hereto as Exhibits 8 and 9 (collectively, 737 and 787 [*CTR] Letter Agreements); and

WHEREAS, Boeing and Customer desire to enter into Purchase Agreement No. 03735, relating to Boeing Model 737-MAX aircraft in accordance with and subject to the terms and conditions listed herein, inclusive of associated letter agreements, each in the form and substance attached hereto as Exhibit 5 (Purchase Agreement No. 03735).

NOW THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and adequacy of which is acknowledged, Customer and Boeing hereby agree as follows:

 

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1. Definitions.

(a) Affiliate means any individual, partnership, corporation, or other entity of whatever nature, directly or indirectly controlling or controlled by or under direct or indirect common control with another individual, partnership, corporation, or other entity of whatever nature. For purposes of this definition, “control” means the power to direct the management and policies of the other individual, partnership, corporation, or other entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

(b) Amending Documents means [*CTR] in the form and substance attached hereto as Exhibit 10 ([*CTR]), Letter Agreement AAL-LA-1106678 in the form and substance attached hereto Exhibit 4A, and each of SA 3, SA 33 and SA 36 and the associated letter agreements that are referenced in SA 3, SA 33 and SA 36 and that are to be executed and delivered by Boeing and Customer at Closing pursuant to this 2012 Omnibus Restructure Agreement and in the form of the applicable Exhibits attached hereto.

(c) Aviall Agreement means that certain Settlement of Claim and Release Agreement between Customer and Aviall Services, Inc. (Aviall) in the form and substance attached hereto as Exhibit 11.

(d) Assumption and Approval Order means an order of the Court (i) approving and authorizing the assumption by Customer of the Existing Purchase Agreements (as amended by the applicable Amending Documents) and the assumption by Customer of the Boeing Related Agreements, (ii) approving and authorizing in all respects this 2012 Omnibus Restructure Agreement and all of the actions and transactions contemplated herein, including, without limitation, the approval and authorization of the entering into and the effectiveness of Purchase Agreement No. 03735, the 737 and 787 [*CTR] Letter Agreements, the Aviall Agreement, the BCCELC Agreement and each of the Amending Documents, each in accordance with the terms hereof and thereof, (iii) approving and authorizing in all respects the Jeppesen Assumption and Cure Agreement and all of the actions and transactions contemplated in such Agreement, including, without limitation, the assumption by Customer of the agreement(s) that are to be assumed pursuant to the terms of such Agreement (such agreement(s) to be assumed, the Assumed Affiliate Agreements), and (iv) issued by the Court under and pursuant to the appropriate provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, including, without limitation 11 U.S.C. §§105, 363 and 365 and Federal Rules of Bankruptcy Procedure 9014 and 9019, and following such notice and opportunity for a hearing as provided by the rules of the Court and the Bankruptcy Code. The Parties acknowledge that the proposed form of the Assumption and Approval Order submitted to the Court by Customer in connection with a motion requesting such approvals and

 

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authorizations will be in a form determined reasonably satisfactory to both Parties. Any such determination on behalf of Boeing will only apply to such portions of the Assumption and Approval Order that relate to the approvals and authorizations required of the Court in regard to this 2012 Omnibus Restructure Agreement, and such determination will not be unreasonably withheld or delayed by Boeing.

(e) BCCELC Agreement means that certain Settlement of Claim and Release Agreement between Customer and BCC Equipment Leasing Corporation (BCCELC) in the form and substance attached hereto as Exhibit 12.

(f) Closing means the execution and delivery by Boeing and Customer of duplicate counterpart originals of each of the Closing Documents, and the completion of all other Closing Actions as defined in and set forth in Section 2(g), below.

(g) Closing Documents means the Amending Documents, Purchase Agreement No. 03735, the 737 and 787 [*CTR] Letter Agreements, the Jeppesen Assumption and Cure Agreement, the Aviall Agreement, the BCCELC Agreement and that [*CTR]

(h) Conditions Precedent means each of the conditions precedent set forth in Section 2 (a) below.

(i) [*CTR]

(j) Effective Date means the date and time the Closing is effected and completed as provided in Section 2 (g) below.

(k) Execution Date means the date of Boeing and Customer entering into this 2012 Omnibus Restructure Agreement as set forth on the first page hereof.

(l) Existing Purchase Agreements means Purchase Agreement No. 1977, Purchase Agreement No. 1980, Purchase Agreement No. 3219 and the AGTA.

(m) Final Approval Date means the first date upon which both of the following events have occurred: (i) the Assumption and Approval Order has been entered on the docket of the Court, and (ii) such Assumption and Approval Order is in full force and effect and is not, in any way, stayed as to its effectiveness, including by order of the Court or pursuant to Federal Rule of Bankruptcy Procedure 6004(h) or otherwise.

(n) Jeppesen Assumption and Cure Agreement means that Assumption and Cure Agreement (Jeppesen Sanderson, Inc.) between Customer and Jeppesen Sanderson, Inc, (Jeppesen) in the form and substance attached hereto as Exhibit 13.

(o) Knowledge means, with respect to a Party, [*CTR]

 

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(p) Reaffirmed Agreements has the meaning set forth in the Recitals to this 2012 Omnibus Restructure Agreement.

(q) Restructured Purchase Agreements means Purchase Agreement No. 1977, Purchase Agreement No. 1980 and Purchase Agreement No. 3219, as amended pursuant to the terms of this 2012 Omnibus Restructure Agreement.

(r) SA 3 means Supplemental Agreement No. 3 to Purchase Agreement No. 3219, in the form and substance attached hereto as Exhibit 1.

(s) SA 33 means Supplemental Agreement No. 33 to Purchase Agreement No. 1980, in the form and substance attached hereto as Exhibit 3.

(t) SA 36 means Supplemental Agreement No. 36 to Purchase Agreement No. 1977, in the form and substance attached hereto as Exhibit 2.

(u) 737 Operating Lease Commitment means (i) that certain Letter Agreement 5-1005 CMC-2377, dated July 19, 2011, between Boeing and Customer (including all the exhibits, annexes and schedules thereto), together with (ii) that certain Letter Agreement 5-1005 CMC-2386, dated November 7, 2011, between Boeing and Customer (including the annex thereto), which amended Letter Agreement 5-1005-CMC-2377.

All other capitalized terms used herein but not otherwise defined in this 2012 Omnibus Restructure Agreement shall have the same meaning assigned in the Existing Purchase Agreements, as applicable in connection with the context in which used.

2. Effectiveness and Conditions Precedent.

(a) The Closing and corresponding occurrence of the Effective Date shall be subject to the satisfaction of all of the following Conditions Precedent:

 

(i)

Customer has assumed, pursuant to section 365 of the Bankruptcy Code, each of the Existing Purchase Agreements as amended by this 2012 Omnibus Restructure Agreement and the Amending Documents, and each of the Boeing Related Agreements and Assumed Affiliate Agreements, and to the extent applicable, the Reaffirmed Agreements; provided that notwithstanding anything to the contrary set forth in this 2012 Omnibus Restructure Agreement, the Existing Purchase Agreements (each as amended by the Amending Documents), the Boeing Related Agreements, and the Assumed Affiliate Agreements shall only be deemed assumed pursuant to section 365 of the Bankruptcy Code upon Closing;

 

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(ii)

The Court shall have entered the Assumption and Approval Order and such order shall be in full force and effect and not subject to any stay at the time of Closing;

 

(iii)

[*CTR]

 

(iv)

[*CTR]

 

(v)

[*CTR]

 

(vi)

[*CTR]

 

(vii)

[*CTR]

 

(viii)

Customer and each of Jeppesen, BCCELC and Aviall, as applicable, have entered into the Jeppesen Assumption and Cure Agreement, the BCCELC Agreement and the Aviall Agreement, respectively.

(b) Satisfaction of the Conditions Precedent set forth in clauses (a) (iii), (iv) and (v) of this Section 2 may be waived in whole or in part by [*CTR]

(c) Satisfaction of the Conditions Precedent set forth in clause (a)(vi) and (a)(vii) of this Section 2 may be waived in whole or in part by [*CTR]

 

(d)

[*CTR]

 

(e)

[*CTR]

(f) If the Assumption and Approval Order entered by the Court imposes material conditions upon Boeing or Customer that are not in the proposed form of the Assumption and Approval Order as determined reasonably satisfactory by Boeing and Customer in accordance with the provisions of Section 1(d) of this 2012 Omnibus Restructure Agreement [*CTR]

(g) Provided that all Conditions Precedent have been satisfied or waived in writing at or prior thereto, a Closing shall be held [*CTR]

(i) Boeing and Customer shall execute and deliver to each other duplicate counterpart originals of each of the Closing Documents;

(ii) Each of Customer and Boeing and the applicable Affiliates of Boeing, respectively, will take such actions and execute and deliver to each other such documentation as reasonably required to effect the matters set forth in Section 7(b), Section 7(d),
Section 7(e)(i), (iii), (iv) and (v) and Section 7(f)(i), below;

 

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(iii) Customer will make the payments required under Section 7(e) (ii), below;

(iv) [*CTR]

(v) [*CTR]

(vi) Each of Customer and Boeing, respectively, will execute such additional documents and take such further actions as reasonably requested by the other and necessary to implement the provisions of this 2012 Omnibus Restructure Agreement in accordance with the terms hereof.

Upon completion of the Closing Actions, (i) the Existing Purchase Agreements as amended by this 2012 Omnibus Restructure Agreement and the Amending Documents, and each of the Boeing Related Agreements and Assumed Affiliate Agreements, and to the extent applicable the Reaffirmed Agreements, shall be deemed assumed pursuant to section 365 of the Bankruptcy Code, (ii) the Closing Documents, and all other matters that the terms and conditions of this 2012 Omnibus Restructure Agreement provide will be effective upon or take place upon or after the Effective Date, including, without limitation, the provisions of Section 7(g) and Section 7(h), shall be effective, binding and enforceable in accordance with their respective terms, and (iii) Closing shall be deemed effected and completed. [*CTR]

3. Amendments Relating to Restructured Purchase Agreements.

(a) Upon execution at Closing of SA 3 to Purchase Agreement No. 3219 and the associated letter agreements referenced therein, all in the form of Exhibit 1 hereto, the Purchase Agreement No. 3219 shall be amended and revised on the Effective Date, as follows:

(i) [*CTR]. To reflect [*CTR] Table 1(R1) to Purchase Agreement No. 3219 will be deleted and replaced by both Table 1 (R2) to Purchase Agreement No. 3219 entitled “787-923 Aircraft Delivery, Description, Price and Advance Payments” and Table 2 to Purchase Agreement No. 3219 entitled “787-8 Aircraft Delivery, Description, Price and Advance Payments, each in the form and substance incorporated into Exhibit 1 attached hereto and identified with a “SA 3” legend (Revised Table 1R2 and Table 2). All references to Table 1 and/or Table 1 (R1) in Purchase Agreement No. 3219 and any supplemental agreements and associated letter agreements to Purchase Agreement No. 3219 shall be deemed to refer to Revised Table 1(R2) and/or Table 2, as applicable.

(ii) Letter Agreement 6-1162-CL0-1032R1 entitled [*CTR] is terminated and no longer of any further force and effect.

 

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(iii) [*CTR] Letter Agreement 6-1162-TRW-0670 entitled “Miscellaneous Commitments for Model 787 Aircraft” of Purchase Agreement No. 3219 (Original Miscellaneous Commitments Letter), to be reflected in Letter Agreement
6-1162-TRW-0670R1 entitled “Miscellaneous Commitments for Model 787 Aircraft” in the form and substance incorporated into Exhibit 1 attached hereto and identified with a “SA 3” legend (Revised Miscellaneous Commitments Letter), [*CTR] will be replaced in the Revised Miscellaneous Commitments Letter with the following:

[*CTR]

The Revised Miscellaneous Commitments Letter will supersede and replace in its entirety the Original Miscellaneous Commitments Letter. All references to Letter Agreement 6-1162-TRW-0670 in Purchase Agreement No. 3219 and any supplemental agreements and associated letter agreements to Purchase Agreement No. 3219 shall be deemed to refer to the Revised Miscellaneous Commitments Letter.

(iv) [*CTR]

Letter Agreement 6-1162-TRW-0674R2 entitled “Business Considerations” in the form and substance incorporated into Exhibit 1 attached hereto and identified with a “SA 3” legend (Revised Business Considerations Letter) will replace and supersede in its entirety both Letter Agreement 6-1162-TRW-0674 and Letter Agreement 6-1162-TRW-0674R1 to Purchase Agreement No. 3219. All references to Letter Agreement 6-1162-TRW-0674 or 6-1162-TRW-0674R1 in Purchase Agreement No. 3219 and any supplemental agreements and associated letter agreements to Purchase Agreement No. 3219 shall be deemed to refer to the Revised Business Considerations Letter.

(v) [*CTR] to be reflected in Letter Agreement 6-1162-CLO-1047R1, entitled [*CTR] in the form and substance incorporated into Exhibit 1 attached hereto and identified with a “SA 3” legend (Revised [*CTR] Letter), in which the following changes to Letter Agreement 6-1162-CLO-1047, entitled [*CTR] (Original [*CTR] Letter) will be made:

 

(1)

[*CTR]

 

(2)

[*CTR]

 

[*CTR]

 

(3)

[*CTR]

 

[*CTR]

 

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The Revised [*CTR] Letter will supersede and replace in its entirety the Original [*CTR] Letter. All references to Letter Agreement 6-1162-CLO-1047 in Purchase Agreement No. 3219 and any supplemental agreements and associated letter agreements to Purchase Agreement No. 3219 shall be deemed to refer to the Revised [*CTR] Letter.

(vi) Attachments A, B, and C to the 787 Purchase Rights/Substitution Letter, will be replaced and superseded in their entirety by Attachments A(R1), B(R1), and C(R1) each in the form and substance incorporated into Exhibit 1 attached hereto and identified with a “SA 3” legend. All references to Attachments A, B, and C to the 787 Purchase Rights/Substitution Letter in Purchase Agreement No. 3219 and any supplemental agreements and associated letter agreements to Purchase Agreement No. 3219 shall be deemed to refer to Attachments A(R1), B(R1) and C(R1).

(vii) Letter Agreements to Purchase Agreement No. 3219 6-1162-CLO-1031R1 entitled [*CTR] and 6-1162-TRW-0671 entitled [*CTR] will be replaced and superseded in their entirety by [*CTR] All references to Letter Agreements 6-1162-CLO-1031, 6-1162-CLO-1031R1 and 6-1162-TRW-0671 in Purchase Agreement No. 3219 and any supplemental agreements and associated letter agreements to Purchase Agreement No. 3219 shall be deemed to refer to the [*CTR]

(viii) Letter Agreement AAL-PA-3219-LA-08838 to Purchase Agreement No. 3219 entitled “[*CTR]” in the form and substance in the form and substance incorporated into Exhibit 1 attached hereto and identified with a “SA 3” legend will provide for [*CTR].

(ix) Letter Agreement 6-1162-TRW-0667R1 to Purchase Agreement No. 3219 entitled [*CTR] in the form and substance incorporated into Exhibit 1 attached hereto and identified with a “SA 3” legend ([*CTR] Letter) will supersede and replace in its entirety Letter Agreement 6-1162-TRW-0667. All references to Letter Agreement 6-1162-TRW-0667 in Purchase Agreement No. 3219 and any supplemental agreements and associated letter agreements to Purchase Agreement No. 3219 shall be deemed to refer to the [*CTR] Letter.

(x) Letter Agreement AAL-PA-3219-LA-08836 to Purchase Agreement No. 3219 entitled [*CTR] in the form and substance incorporated into Exhibit 1 attached hereto and identified with a “SA 3” legend will provide for the [*CTR]

 

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(xi) [*CTR]

(xii) The “Table of Contents” to Purchase Agreement No. 3219 will be deleted in its entirety and a revised “Table of Contents,” in the form and substance incorporated into Exhibit 1 attached hereto and identified with a “SA 3” legend will be substituted in lieu thereof to reflect the revisions and amendments effected by SA 3.

(b) Upon execution at Closing of SA 36 to Purchase Agreement No. 1977 associated letter agreements referenced therein, all in the form of Exhibit 2, attached hereto Purchase Agreement No. 1977 shall be amended and revised on the Effective Date, as follows:

(i) Letter Agreement AAL-PA-1977-LA-1105272R1, entitled “Business Considerations 2” of Purchase Agreement No. 1977 (Original Business Considerations 2 Letter) will be revised to [*CTR], to be reflected in Letter Agreement AAL-PA-1977-LA-1105272R1 entitled “Business Considerations 2” in the form and substance incorporated into Exhibit 1 attached hereto and identified with a “SA 36” legend (Revised Business Considerations 2 Letter) which will reflect the above described change by deleting Articles 2a) and 2a)i) in the Original Business Considerations 2 Letter and replace the same in the Revised Business Considerations 2 Letter with the following new provisions:

“a) [*CTR]

i) [*CTR]

The Revised Business Considerations 2 Letter will supersede and replace in its entirety the Original Business Considerations 2 Letter and all references to Letter Agreement AAL-PA-1977-LA-1105272 in Purchase Agreement No. 1977 and any supplemental agreements and associated letter agreements to Purchase Agreement No. 1977 shall be deemed to refer to the Revised Business Considerations 2 Letter.

(ii) [*CTR]

[*CTR]

[*CTR]

Letter Agreement AAL-PA-1977-LA-08834 entitled “Business Considerations 3” (Business Considerations 3 Letter) in the form and substance incorporated into Exhibit 2 attached hereto and identified with a “SA 36” legend will reflect [*CTR]

 

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(iii) Letter Agreements AAL-PA-1977-LA-08835, AAL-PA-1977-LA-110665, and AAL-PA-1977-LA-1106666 to Purchase Agreement No. 1977 respectively entitled “[*CTR]” “[*CTR]”, and “[*CTR]” in the form and substance incorporated into Exhibit 2 attached hereto and identified with a “SA 36” legend will provide for [*CTR]

(iv) The “Table of Contents” to Purchase Agreement No. 1977 will be deleted in its entirety and a revised “Table of Contents,” in the form and substance incorporated into Exhibit 2 attached hereto and identified with a “SA 36” legend will be substituted in lieu thereof to reflect the revisions and amendments made by SA 36.

4. Intentionally Reserved.

5. Additional Agreement Relating to Existing Purchase Agreements.

(a) Upon execution at Closing of SA 36 and SA 33, Boeing will, as of the Effective Date and as further provided in Section 7 below, waive, discharge and release Customer [*CTR]

(b) Upon execution at Closing of SA 3, Boeing will, as of the Effective Date, [*CTR]

(c) At any time prior to the Closing, [*CTR]

(d) At any time prior to the Closing, [*CTR]

6. [*CTR] Delivery.

[*CTR]

7. Cure of Prepetition Claims and Release of Claims.

(a) Boeing, BCCELC, Jeppesen and Aviall have asserted the following claims (as defined in the Bankruptcy Code) (Bankruptcy Claims) in connection with the Pending Cases (collectively, the Boeing Filed Claims):

(i) Claim No. 6644 filed by Boeing in the amount of $2,282,513.15 for interest on late predelivery payments (Boeing Interest Claim).

(ii) Claim No. 8107 filed by Boeing in the amount of $2,231,250.00 in connection with financing commitment fees (Boeing Commitment Claim).

 

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(iii) Claim No. 9086 filed by BCCELC in the amount of $140,000.00 in connection with Designated Basic Rent Payments (as such term is defined in that certain Purchase Agreement (N921TW) between BCCELC and Customer, dated April 27, 2012, and that certain Purchase Agreement (N922TW) between BCCELC and Customer, dated April 27, 2012, such Purchase Agreements, collectively, the BCCELC Purchase Agreements) for aircraft with U.S. Registration Nos. N921TW and N922TW (BCCELC Claim).

(iv) Claim No. 7556 filed by Boeing in the aggregate amount of $20,515,911.06 (Boeing Spares Claim), of which $13,933,805.13 was asserted as a reclamation claim pursuant to 11 U.S.C. § 546(c) (Boeing Reclamation Claim), of which $6,582,105.93 also was asserted in Claim No. 528 as an administrative expense claim pursuant to 11 U.S.C. § 503(b)(9) (Boeing 503(b)(9) Claim). For avoidance of doubt, the amounts set forth in the Boeing Reclamation Claim and the Boeing 503(b)(9) Claim are not in addition to, but are included within, the aggregate amounts included in the Boeing Spares Claim.

(v) Claim No. 7756 filed by Jeppesen in the aggregate amount of $791,269.36 (Jeppesen Claim), of which $104,872.72 was asserted as a reclamation claim pursuant to 11 U.S.C. § 546(c) (Jeppesen Reclamation Claim), of which $47,760.42 also was asserted in Claim No. 67 as an administrative expense claim pursuant to 11 U.S.C. § 503(b)(9) (Jeppesen 503(b)(9) Claim). For avoidance of doubt, the amounts set forth in the Jeppesen Reclamation Claim and the Jeppesen 503(b)(9) Claim are not in addition to, but are included within, the aggregate amounts included in the Jeppesen Claim.

(vi) Claim Nos. 6857, 6858 and 6859 filed by Aviall in the aggregate amount of $5,224,157.67 (Aviall Claim), of which $1,906,715.80 was asserted as a reclamation claim pursuant to 11 U.S.C. § 546(c) (Aviall Reclamation Claim), and of which $2,565,169.48 also was asserted in Claim No. 45 as an administrative expense claim pursuant to 11 U.S.C. § 503(b)(9) (Aviall 503(b)(9) Claim). For avoidance of doubt, the amounts set forth in the Aviall Reclamation Claim and the Aviall 503(b)(9) Claim are not in addition to, but are included within, the aggregate amounts included in the Aviall Claim.

[*CTR]

(b) [*CTR]

(c) [*CTR] in the aggregate amount of $12,294,844.18 (Boeing Accrued Credit Amount). A schedule of the Boeing Accrued Credit Amount is set forth in Exhibit 14 attached hereto. [*CTR]

 

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(d) Boeing acknowledges and agrees Customer has paid to Boeing and Boeing has received from Customer the amount of [*CTR] to be applied and credited by Boeing to and against the Boeing Spares Claim (Customer Prior Payments). Accordingly, Boeing agrees that after application of the Customer Prior Payments the remaining balance of the Boeing Spares Claim is reduced to [*CTR] (Net Boeing Spares Claim). Boeing further acknowledges and agrees to a reduction in certain invoiced amounts included in the Boeing Spares Claim by the total amount of [*CTR] (Boeing Applicable Credit Amount), which is available for application to and on the Effective Date will be credited against the Net Boeing Spares Claim.

(e) Customer and Boeing, individually and on behalf of their respective Affiliates, agree that in full satisfaction of all Boeing Filed Claims (excluding only the Reserved Aircraft Lease and Debt Transaction Claims):

(i) On the Effective Date, the Boeing Accrued Credit Amount and the Boeing Applicable Credit Amount will be applied to and credited against the Net Boeing Spares Claim, such that the remaining balance of the Net Boeing Spares Claim shall be $6,434,169.60 (Boeing Spares Claim Remaining Balance);

(ii) On the Effective Date, Customer will pay (A) to Boeing an amount equal to the Boeing Spares Claim Remaining Balance; (B) to Aviall, in accordance with the Aviall Agreement, the Aviall Claim in the aggregate amount of $5,224,157.67, and (C) to Jeppesen, in accordance with the Jeppesen Assumption and Cure Agreement, the Jeppesen Claim in the aggregate amount of $791,269.35;

(iii) On the Effective Date, the Boeing Commitment Claim shall be modified to reduce such claim to the amount of $825,000 and to characterize such claim as a general unsecured pre-petition claim, and the Boeing Commitment Claim as so modified, (a) shall be allowed and shall not be subject to offset, defense or counterclaim and (b) shall be deemed to completely and irrevocably satisfy and discharge any and all obligation and liability of Customer for any unpaid commitment fees under that certain Letter Agreement 5-1005 CMC-2342R1 dated July 20, 2010, and that certain Letter Agreement 5-1005 CMC-2290R2 dated October 15, 2008, and the Court and Customer’s claims agent is authorized to adjust the Boeing Commitment Claim on the claims register to reflect such reduced allowed amount as an unsecured claim.

(iv) Upon the occurrence of the Effective Date, and in accordance with Section 5 of this 2012 Omnibus Restructure Agreement, Boeing (i) hereby completely and irrevocably waives, discharges and releases the Boeing Interest Claim, and (ii) agrees it shall not take any action whatsoever to recover, collect, or assert the Boeing Interest Claim against Customer or any of its Affiliates, and (iii) consents to the expungement of the Boeing Interest Claim by Customer’s claims agent; and

 

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(v) [*CTR], the BCCELC Claim shall be allowed in full as a general unsecured pre-petition claim, which shall not be subject to offset, defense or counterclaim.

(f) Boeing agrees that, upon the occurrence of the Effective Date and the payment by Customer of the amount due Boeing in Section 7(e)(ii), above:

(i) Boeing will, and will (as applicable) cause its Affiliates to, withdraw each of the Boeing Filed Claims, excluding only the Boeing Commitment Claim (as modified herein), the BCCELC Claim, and any Reserved Aircraft Lease and Debt Transaction Claims, and

(ii) Boeing shall not and shall cause its Affiliates to not take any action whatsoever to recover, collect, or assert any of the Boeing Filed Claims against Customer or any of its Affiliates, excluding only the Boeing Commitment Claim (as modified herein), the BCCELC Claim, and any Reserved Aircraft Lease and Debt Transaction Claims.

(g) Upon the occurrence of the Effective Date and subject to the provisions of this Section 7, including, without limitation,
Sections 7(i) and 7(j) below, Customer and each of the other Debtors in the Pending Cases (collectively, the Customer Release Parties) hereby completely and irrevocably releases, waives and discharges [*CTR]

(h) Upon the occurrence of the Effective Date and subject to the provisions of this Section 7, including without limitation
Sections 7(i) and 7(j) below, Boeing, for itself and on behalf of each of the other Boeing Release Parties, [*CTR]

(i) [*CTR]

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

(iv) [*CTR]

(v) [*CTR]

(j) For the avoidance of doubt, and notwithstanding anything to the contrary in this 2012 Omnibus Restructure Agreement (including this Section 7), nothing set forth herein shall constitute, or shall be construed as, a release, waiver or discharge, or a forbearance, diminution, limitation or other modification, of any right, power or remedy, or any claim (including, without limitation, any claim for reimbursement or indemnification), that

 

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Boeing or Boeing Capital Corporation, Thayer Leasing Company—1, Boeing Capital Loan Corporation, BCC Equipment Leasing Corporation, or any agent or trustee acting on behalf of any of the foregoing (collectively, the Boeing MD80 and Debt Parties), has, had or may have, whether arising (or deemed to arise) before or after the Petition Date, and whether known or unknown, against Customer or any Affiliate of Customer, pursuant to or in connection with (i) the debt financing transactions described in Claim No. 12416 filed by Wilmington Trust Company as Security Trustee in connection with the financing transactions referenced therein (such claim, the Wilmington Claim, and all such debt financing transactions, collectively, the Debt Transactions), or (ii) the lease financing transactions described in Claim No. 9087 filed by Thayer Leasing Company-1 (such claim, the Thayer Claim), or the lease financing transactions relating to aircraft with U.S. Registration Nos. [*CTR] and [*CTR] (all such lease financing transactions described in this clause (ii), collectively, the MD80 Leases); or [*CTR]. The foregoing reserved claims, rights, powers or remedies under or in connection with the Debt Transactions and the MD80 Leases are collectively referred to as the Reserved Aircraft Lease and Debt Transaction Claims. [*CTR]

(k) Boeing and Customer hereby agree that the Reaffirmed Agreements (i) have not been terminated, and (ii) to the Knowledge of each of Boeing and Customer, are not subject to any right of termination thereunder due to any fact or circumstance occurring on or prior to the date hereof, and (iii) are as of the date hereof, and upon the occurrence of the Effective Date, shall be and remain, in full force and effect in accordance with their terms.

(l) Boeing, for itself and on behalf of its Affiliates, hereby confirms that in connection with the assumption by the Customer at Closing of the Existing Purchase Agreements as amended by this 2012 Omnibus Restructure Agreement and the Amending Documents, and each of the Boeing Related Agreements and Assumed Affiliate Agreements, and to the extent applicable, the Reaffirmed Agreements, in accordance with Section 365 of the Bankruptcy Code, as contemplated in this 2012 Omnibus Restructure Agreement, Customer has provided adequate assurance that Customer will continue to perform under the terms of each of such agreements.

8. Confidentiality and Disclosure.

(a) Boeing and Customer agree that all commercial and financial information set forth or referred to, in this 2012 Omnibus Restructure Agreement is confidential and proprietary. Accordingly, Boeing and Customer further agree that neither Boeing nor Customer shall disclose any of such information to any other person or entity, without the prior written consent of the other party hereto, provided that, Boeing and Customer may disclose such information to their respective professional advisors who have a need to know such information in connection with the Pending Cases and the transactions contemplated hereby, including without limitation, counsel and advisors retained by

 

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Boeing or Customer in connection with the Pending Cases, negotiation of the amendments and agreements, and the performance of the obligations contemplated in this 2012 Omnibus Restructure Agreement and further, such information may be disclosed in accordance with the following terms of this Section 8 (a). Notwithstanding the foregoing, any information which is contained or referenced in the Existing Purchase Agreements (as such agreements currently exist and as may be amended upon the Effective Date), the [*CTR] or the Boeing Related Agreements, or upon their execution and delivery at Closing, any information which is contained or referenced in Purchase Agreement No. 03735 or the 737 and 787 [*CTR] Letter Agreements, will be governed by and may be disclosed in accordance with the terms of the Existing Purchase Agreements, the [*CTR], the Boeing Related Agreements, Purchase Agreement No. 03735 and the 737 and 787 [*CTR] Letter Agreements, as applicable, including, [*CTR]. In the event of any conflict between this Section 8(a) and the provisions of such Existing Purchase Agreements, the [*CTR] the Boeing Related Agreements, Purchase Agreement No. 03735, and associated letter agreements, and the 737 and 787 [*CTR] Letter Agreements, the terms and conditions of such Existing Purchase Agreements, the [*CTR], the Boeing Related Agreements, Purchase Agreement No. 03735 and associated letter agreements, and the 737 and 787 [*CTR] Letter Agreements will govern and control.

(b) Boeing and Customer acknowledge that (i) on January 27, 2012, the Court issued that certain “Stipulated Protective Order Pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 Establishing Procedures for the Protection of Confidential Information Provided by the Debtors to the Official Committee of Unsecured Creditors” (the Stipulated Protective Order) (Docket No. 891), and (ii) Boeing and Customer may be asked to provide to the Official Committee of Unsecured Creditors, and its counsel and advisors (the Committee), appointed in the Pending Cases, this 2012 Omnibus Restructure Agreement or other information relating to this 2012 Omnibus Restructure Agreement or the matters contemplated herein, including without limitation all of the Existing Purchase Agreements, the [*CTR], the Boeing Related Agreements, Purchase Agreement No. 03735, and the 737 and 787 [*CTR] Letter Agreements (this 2012 Omnibus Restructure Agreement and all such information and agreements referred to herein as Confidential Information). Notwithstanding any provision of the Existing Purchase Agreements (including any associated letter agreement), the [*CTR], the Boeing Related Agreements, Purchase Agreement No. 03735 (including any associated letter agreement), the 737 and 787 [*CTR] Letter Agreements and this Section 8 to the contrary, Customer may provide such Confidential Information to the Committee solely in accordance with the following, unless otherwise agreed by Boeing. [*CTR]

(c) [*CTR]

(d) In accordance with paragraph 21 of the Stipulated Protective Order, Customer acknowledges and agrees that Boeing is an intended beneficiary of the Stipulated

 

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(e) Protective Order and that Boeing is entitled to seek to enforce the terms of the Stipulated Protective Order with respect to the Confidential Information.

(f) Boeing and Customer shall consult with respect to what Confidential Information shall be included in any pleadings filed with the Court, or in any material provided to the Committee, in connection with satisfying the conditions precedent set forth in Section 2, above.

9. Miscellaneous.

(a) No provision of this 2012 Omnibus Restructure Agreement may be amended, supplemented, waived, modified, discharged, terminated, or otherwise varied orally, but only by an instrument in writing that specifically identifies the provision of this 2012 Omnibus Restructure Agreement that it purports to amend, supplement, waive, modify, discharge, terminate, or otherwise vary and is signed by Boeing and Customer. Each such amendment, supplement, waiver, modification, discharge, termination, or variance shall be effective only in the specific instance and for the specific purpose for which it is given. No provision of this 2012 Omnibus Restructure Agreement shall be varied or contradicted by oral communication, course of dealing or performance, or other manner not set forth in an agreement, document, or instrument in writing and signed by Boeing and Customer.

(b) This 2012 Omnibus Restructure Agreement is not intended to provide, and shall not provide, any person not a party hereto with any rights of any nature whatsoever against any of the Parties hereto, and no person not a party hereto shall have any right, power, or privilege in respect of this 2012 Omnibus Restructure Agreement, or have any benefit or interest arising out of this 2012 Omnibus Restructure Agreement, except for such provisions hereof specifically and expressly intended to be for the benefit and interest of the Affiliates of either Party.

(c) This 2012 Omnibus Restructure Agreement and any amendments, waivers, consents, or supplements hereto may be executed in any number of counterparts (or upon separate signature pages bound together into one or more counterparts), each fully-executed set of which when so executed shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.

(d) The headings of the Sections and clauses of this 2012 Omnibus Restructure Agreement are inserted for convenience only and shall not affect the interpretation hereof.

(e) This 2012 Omnibus Restructure Agreement shall be binding upon, and shall inure to the benefit of and shall be enforceable by, the Parties hereto and their respective successors and assigns, in accordance with its terms and subject to the Conditions Precedent, as applicable; [*CTR]

 

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(f) Each of the Parties hereto agrees that the Court shall have exclusive jurisdiction over all matters arising out of or relating to this 2012 Omnibus Restructure Agreement; provided, however, if the Court does not have subject matter jurisdiction over any such matter or declines to hear any dispute in regard to such matter, then the foregoing exclusive jurisdiction shall no longer apply. This 2012 Omnibus Restructure Agreement shall be governed by United States bankruptcy law and to the extent that United States bankruptcy law does not supply a rule of decision, this 2012 Omnibus Restructure Agreement shall be governed by, and construed in accordance with, the laws of the [*CTR], including all matters of validity, performance and enforceability, but without regard to conflict of law principles that would lead to the application of the laws of a state or jurisdiction other than the [*CTR]

(g) This 2012 Omnibus Restructure Agreement and Exhibits on and as of the date hereof constitute the entire agreement of the parties hereto with respect to the subject matter hereof, and all prior understandings or agreements, whether written or oral, between the Parties hereto with respect to such subject matter are superseded in their entireties, except to the extent expressly provided or incorporated herein; provided, however, notwithstanding the foregoing, nothing in this 2012 Omnibus Restructure Agreement shall be considered to supersede, amend, terminate or replace any of the Referenced Agreements except upon and after the occurrence of the Effective Date and then only to the extent expressly provided herein. If there are any discrepancies between, on the one hand, the Closing Documents or any other Exhibit hereto and, on the other hand, any provision of this 2012 Omnibus Restructure Agreement, the provisions of the Closing Documents and any such other Exhibit shall control and govern.

10. Expiration and Good Faith Negotiations.

(a) Except for Sections 8 and 9 herein which shall survive and remain in full force and effect in accordance with their terms, this 2012 Omnibus Restructure Agreement will expire and terminate [*CTR]

(b) In the event of the expiration and termination of this 2012 Omnibus Restructure Agreement, [*CTR]

 

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IN WITNESS WHEREOF, Boeing and Customer have executed this 2012 Omnibus Restructure Agreement as of the Execution Date first above written.

 

THE BOEING COMPANY						AMERICAN AIRLINES, INC.
By:		/s/ The Boeing Company				By:		/s/ American Airlines, Inc
Its:		Attorney-In-Fact				Its:		V.P.

 

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SCHEDULE OF EXHIBITS

TO

2012 OMNIBUS RESTRUCTURE AGREEMENT

 

1		Form of Supplemental Agreement No.3 to Purchase Agreement No. 3219
2		Form of Supplemental Agreement No.36 to Purchase Agreement No. 1977
3		Form of Supplemental Agreement No. 33 to Purchase Agreement No. 1980
4		Schedule of Advance Payment Obligations Due
4A		Form of Letter Agreement AAL-LA-1106678
4B		[*CTR]
5		Form of Purchase Agreement No. 03735 Boeing Model 737 MAX
6		Boeing Related Agreements
7		Reaffirmed Agreements
8		Form of 737 [*CTR] Letter Agreement
9		Form of 787 [*CTR] Letter Agreement
10		[*CTR]
11		Form of Aviall Agreement
12		Form of BCCELC Agreement
13		Form of Jeppesen Assumption and Cure Agreement
14		Summary of Boeing Accrued Credit Amount
15		Schedule of Boeing Affiliates (Section 7(j))

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Exhibit 1

See Supplemental Agreement No. 3 to Purchase Agreement No. 3219 by and between American Airlines, Inc., and The Boeing Company dated as of February 1, 2013 filed in fully executed form as Exhibit 10.2 of this same quarterly filing.

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Exhibit 2

Supplemental Agreement No. 36 to Purchase Agreement No. 1977 by and between American Airlines, Inc., and the Boeing Company dated as of February 1, 2013 filed in fully executed form as Exhibit 10.3 of this same quarterly filing.

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Exhibit 3

Supplemental Agreement No. 33 to Purchase Agreement No. 1980 by and between American Airlines, Inc., and The Boeing Company dated as of February 1, 2013 filed in fully executed form as Exhibit 10.4 of this same quarterly filing.

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Exhibit 4 To The 2012 Omnibus Restructure Agreement

Deferred Advance Payment Obligations for Purchase Agreement No. 1977, Purchase Agreement

No. 1980 and Purchase Agreement No. 3219

for the Period November 1, 2012 through December 31, 2013

Prior to Effective Date

 

[*CTR]		Purchase Agreement No. 1977 [*CTR]		Purchase Agreement No. 1980 [*CTR]		Purchase Agreement No. 3219 [*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]

Note: [*CTR]

Exhibit 4 to 2012 Omnibus Restructure Agreement Deferred Advance Payment Schedule

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-LA-1106678

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		Assignment Matters
References:		1)		Purchase Agreement No. 1977, dated as of October 31, 1997, including all exhibit thereto, together with all letter agreements entered into that by their terms constitute part of such purchase agreement, (as the same has been amended, supplemented and modified to the date hereof, and as the same may hereafter be amended, supplemented and modified from time to time), between Boeing, as manufacturer and seller, and American, as buyer, relating to, among other things, the sale by Boeing and the purchase by American of certain Boeing Model 737-823 Aircraft (Purchase Agreement No. 1977);
		2)		Purchase Agreement No. 1980, dated as of October 31, 1997, including all exhibit thereto, together with all letter agreements entered into that by their terms constitute part of such purchase agreement, (as the same has been amended, supplemented and modified to the date hereof, and as the same may hereafter be amended, supplemented and modified from time to time), between Boeing, as manufacturer and seller, and American, as buyer, relating to, among other things, the sale by Boeing and the purchase by American of certain Boeing Model 777 Aircraft (Purchase Agreement No. 1980);
		3)		Purchase Agreement No. 3219, dated as of October 15, 2008, including all exhibit thereto, together with all letter agreements entered into that by their terms constitute part of such purchase agreement, (as the same has been amended, supplemented and modified to the date hereof, and as the same may hereafter be amended, supplemented and modified from time to time), between Boeing, as manufacturer and seller, and American, as buyer, relating to, among other things, the sale by Boeing and the purchase by American of certain Boeing Model 787 Aircraft (Purchase Agreement No. 3219)

 

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				(Purchase Agreement No. 1977, Purchase Agreement No. 1980, and Purchase Agreement No. 3219, collectively Purchase Agreements);

This letter agreement (Letter Agreement) amends and supplements each of the Purchase Agreements. All terms used but not defined in this Letter Agreement shall have the same meaning as in each of the applicable Purchase Agreements.

 

1.

[*CTR]

[*CTR]

 

(a)

[*CTR]

 

(b)

[*CTR]

 

(c)

[*CTR]

 

(d)

[*CTR]

 

(e)

[*CTR]

 

(f)

[*CTR]

 

(g)

[*CTR]

[*CTR]

[*CTR]

 

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.

 

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Very truly yours,

 

THE BOEING COMPANY
By:
Its:		Attorney-In-Fact

 

ACCEPTED AND AGREED TO this
Date:
AMERICAN AIRLINES, INC.
By:
Its:

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

EXHIBIT 4B

To

2012 Omnibus Restructure Agreement

(Form of [*CTR])

[*], 20[*]

American Airlines, Inc.

P.O. Box 619616

MD 5320

Dallas/Fort Worth Airport, TX 75261-9616

Attention: Beverly K. Goulet, Vice President and Treasurer

Ladies and Gentlemen:

We refer to (a) that certain 2012 Omnibus Restructure Agreement, dated [*], 20[*] (the “Omnibus Agreement”), between The Boeing Company (“Boeing”) and American Airlines, Inc. (“American”), and [*CTR]

The parties hereby agree as follows:

1. [*CTR]

2. [*CTR]

(b) [*CTR]

(c) [*CTR]

[*CTR]

[Intentionally left blank. Signature page follows.]

 

Page 1

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]>

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Best regards,

 

THE BOEING COMPANY
By
The Boeing Company
Vice President Finance and Treasurer

AGREED AND ACCEPTED:

 

AMERICAN AIRLINES, INC.
By
Name:
Title:

Date:

SIGNATURE PAGE

 

Page 3

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Exhibit 5

Purchase Agreement No. 03735 by and between American Airlines, Inc., and The Boeing Company dated as of February 1, 2013 filed in fully executed form as Exhibit 10.7 of this same quarterly filing.

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EXHIBIT 6

BOEING RELATED AGREEMENTS

 

1.

Customer Services General Terms Agreement No. 23-1, dated April 29, 1999, between The Boeing Company and American Airlines, Inc., as modified from time to time, including, without limitation, Supplemental Agreement No. SA-eE dated December 21, 2007, Letter Agreement 6-1181-OC-00622 (as Revised December 19, 2007) and Supplemental Agreement No. SAeE dated February 24, 2012.

 

2.

[*CTR]

 

3.

[*CTR]

 

4.

[*CTR]

 

5.

[*CTR]

 

6.	Letter Agreement AAL-PA-1977-LA-1105601, regarding 737RE aircraft, dated July 19, 2011, between Boeing and Customer, as may be superseded by execution of Purchase Agreement No. 03735 at Closing.

 

7.

[*CTR]

 

8.

[*CTR]

[*CTR]

 

9.

[*CTR]

 

10.

[*CTR]

 

11.

[*CTR]

 

12.

[*CTR]

 

13.

[*CTR]

 

14.

[*CTR]

 

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EXHIBIT 7

Reaffirmed Agreements

 

1.

[*CTR]

 

2.	Letter Agreement 5-1005-CMC-2377 dated July 19, 2011 as amended by letter agreement 5-1005-CMC-2386 dated November 7, 2011, each between Boeing and Customer regarding an Operating Lease Facility for Boeing model 737 aircraft.

 

3.

Purchase Agreement No. 1440, dated as of July 21, 1988, including all exhibits thereto, together with all letter agreements entered into that by their terms constitute part of such purchase agreement, (as the same has been amended, supplemented and modified to the date hereof, and as the same may hereafter be amended, supplemented and modified from time to time), between Boeing, as manufacturer and seller, and Customer, as buyer, relating to, among other things, the sale by Boeing and the purchase by Customer of certain Boeing Model 757-223 Aircraft.

 

4.

Purchase Agreement No. 1978, dated as of October 31, 1997, including all exhibits thereto, together with all letter agreements entered into that by their terms constitute part of such purchase agreement, (as the same has been amended, supplemented and modified to the date hereof, and as the same may hereafter be amended, supplemented and modified from time to time), between Boeing, as manufacturer and seller, and Customer, as buyer, relating to, among other things, the sale by Boeing and the purchase by Customer of certain Boeing Model 757 Aircraft.

 

5.

Purchase Agreement No. 1979, dated as of October 31, 1997, including all exhibits thereto, together with all letter agreements entered into that by their terms constitute part of such purchase agreement, (as the same has been amended, supplemented and modified to the date hereof, and as the same may hereafter be amended, supplemented and modified from time to time), between Boeing, as manufacturer and seller, and Customer, as buyer, relating to, among other things, the sale by Boeing and the purchase by Customer of certain Boeing Model 767 Aircraft.

 

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6.

Purchase Agreement between McDonnell Douglas Corporation (predecessor in interest to Boeing) and Customer, DAC 84-2-D dated February 29, 1984, including all exhibits thereto, together with all letter agreements entered into that by their terms constitute part of such purchase agreement, (as the same has been amended, supplemented and modified to the date hereof, and as the same may hereafter be amended, supplemented and modified from time to time), between Boeing, as manufacturer and seller, and Customer, as buyer, relating to, among other things, the sale by Boeing and the purchase by Customer of certain McDonnell Douglas Model MD82 and related model aircraft.

 

7.

Purchase Agreements between McDonnell Douglas Corporation (predecessor in interest to Boeing), as Manufacturer, and Trans World Airlines, Inc., as Buyer, solely to the extent assigned to Customer prior to the Petition Date, providing, among other things, for the manufacture and sale by Seller to Buyer of certain McDonnell Douglas Model MD83 and related model aircraft, including all exhibits thereto, together with all letter agreements entered into that by their terms constitute part of such purchase agreement, (as the same has been amended, supplemented and modified to the date hereof, and as the same may hereafter be amended, supplemented and modified from time to time).

 

8.

[*CTR]

 

9.

Purchase Agreement (N921TW) dated as of April 27, 2012, between BCC Equipment Leasing Corporation, a Delaware corporation, as Seller, and Customer, as Buyer, relating to one McDonnell Douglas model DC-9-82 (MD-82), in accordance with the terms of that certain BCCELC Agreement (as defined in the 2012 Omnibus Restructure Agreement).

 

10.

Purchase Agreement (N922TW) dated as of April 27, 2012, between BCC Equipment Leasing Corporation, a Delaware corporation, das Seller, and Customer, as Buyer, relating to one McDonnell Douglas model DC-9-82 (MD-82), in accordance with the terms of that certain BCCELC Agreement (as defined in the 2012 Omnibus Restructure Agreement).

 

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						The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

EXHIBIT 8

To

2012 Omnibus Restructure Agreement

(Form of 737 [*CTR] Letter)

February 1, 2013

5-1005-CMC-2342R2

VIA EMAIL

Ms. Beverly Goulet

Vice President

Corporate Development, Treasury & Chief Restructuring Officer

Ms. Patricia Delgadillo

Managing Director – Treasury

Mr. Peter Warlick

Managing Director – Fleet Development and Execution

Mr. Jay W. Hancock

Managing Director

Fleet Transactions

American Airlines, Inc.

P.O. Box 619616

MD 5320

Dallas/Fort Worth Airport, TX 75261-9616

Dear Bev, Patricia, Peter and Jay:

The Boeing Company (“Boeing” or the “Manufacturer”) is pleased to present the following [*CTR] financing commitment (the “Facility”) to AMERICAN AIRLINES, Inc. (“American” or “Borrower”) based on the terms and conditions of this letter agreement (this “Commitment Letter”).

Following is a summary of principal terms and conditions of the loans to be extended under this Facility:

 

Lender:		Boeing or any of its U.S. affiliates (“Lender”), subject to the provisions set forth opposite the caption “Assignment of Loan Obligation”.

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Ms. Beverly Goulet
Ms. Patricia Delgadillo
Mr. Peter Warlick		5-1005-CMC-2342R2
Mr. Jay W. Hancock		Page 2 of 15
American Airlines, Inc.

 

Borrower:		AMERICAN AIRLINES, INC.
Facility Amount:		[*CTR]
Expiration Date:		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
		[*CTR]

 

---

Ms. Beverly Goulet
Ms. Patricia Delgadillo
Mr. Peter Warlick		5-1005-CMC-2342R2
Mr. Jay W. Hancock		Page 3 of 15
American Airlines, Inc.

 

Confidentiality and Disclosure:

(a) Boeing and American agree that all commercial and financial information set forth or referred to in this Commitment Letter is confidential and proprietary. Accordingly, Boeing and American further agree that neither Boeing nor American shall disclose any of such information to any other person or entity [*CTR], without the prior written consent of the other party hereto, [*CTR]

(b) Boeing and American acknowledge that (i) on January 27, 2012, the Bankruptcy Court issued that certain “Stipulated Protective Order Pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 Establishing Procedures for the Protection of Confidential Information Provided by the Debtors to the Official Committee of Unsecured Creditors” (the “Stipulated Protective Order”) (Docket No. 891), and (ii) Boeing and American may be asked to provide to the Official Committee of Unsecured Creditors (the “Committee”), appointed in the Pending Cases, this Commitment Letter or other information relating to this Commitment Letter or the matters contemplated herein (all such information and agreements referred to herein as Confidential Information). Notwithstanding any provision of this Commitment Letter to the contrary, American may provide such Confidential Information to the Committee solely in accordance with the following, unless otherwise agreed by Boeing. [*CTR]

(c) [*CTR]

(d) In accordance with paragraph 21 of the Stipulated Protective Order, American hereby acknowledges and agrees that Boeing is an intended beneficiary of the Stipulated Protective Order and that Boeing is entitled to seek to enforce the terms of the Stipulated Protective Order with respect to the Confidential Information.

(e) Boeing and American shall consult with respect to what Confidential Information shall be included in any pleadings filed with the Court, or in any material provided to the Committee and/or the Committee’s attorneys and advisors, in connection with satisfying the conditions precedent set forth above.

 

---

Ms. Beverly Goulet
Ms. Patricia Delgadillo
Mr. Peter Warlick		5-1005-CMC-2342R21
Mr. Jay Hancock		Signature Page
American Airlines, Inc.

 

The foregoing is a summary of principal terms and conditions of each Loan to be advanced by Lender, is not complete and is qualified in its entirety by reference to the Agreed Documentation. To the extent there is any inconsistency between this Commitment Letter and the terms and conditions set forth in the Agreed Documentation, the terms and conditions of the Agreed Documentation will control [*CTR]

NOTE: [*CTR]

If the terms and conditions of this Commitment Letter meet with your approval, please indicate your acceptance by signing two copies of this letter in the space provided below and returning one signed copy to the undersigned, whereupon this Commitment Letter shall become a binding agreement between Boeing and American. [*CTR]

Best regards,

THE BOEING COMPANY

 

 

The Boeing Company

Vice President Finance and Treasurer

AGREED AND ACCEPTED:

AMERICAN AIRLINES, INC.

 

By:
Its:
Date:

---

Schedule A

[*CTR]

 

[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Schedule B

[*CTR]

[*CTR]

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

ANNEX A

[*CTR]

 

---

ANNEX B

[*CTR]

 

---

Annex C

[*CTR]

 

---

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

EXHIBIT 9

To

2012 Omnibus Restructure Letter

(Form of 787 [*CTR] Letter)

5-1005-CMC-2290 R3

February 1, 2013

Ms. Beverly Goulet

Vice President —Corporate Development, Treasurer & Chief Restructuring Officer

Ms. Patricia Delgadillo

Managing Director—Treasury

Mr. Peter Warlick

Managing Director – Fleet Development and Execution

Mr. Jay W. Hancock

Managing Director, Fleet Transactions

American Airlines, Inc.

P.O. Box 619616

MD 5320

Dallas/Fort Worth Airport, TX 75261-9616

Dear Bev, Patricia, Peter and Jay:

The Boeing Company (“Boeing” or “the Manufacturer”) is pleased to present the following [*CTR] financing commitment (the “Facility”) to AMERICAN AIRLINES, Inc. (“American” or “Borrower”) based on the terms and conditions of this letter agreement (this “Commitment Letter”). [*CTR]

 

Lender:		Boeing or any of its U.S. affiliates (“Lender”).
Borrower:		AMERICAN AIRLINES, INC.
Facility Amount:		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Ms. Beverly Goulet
Ms. Patricia Delgadillo
Mr. Peter Warlick		5-1005-CMC-2290R3
Mr. Jay W. Hancock		Page 2 of 12
American Airlines, Inc.

 

[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

(a) Confidentiality and Disclosure: Boeing and American agree that all commercial and financial information set forth or referred to in this Commitment Letter is confidential and proprietary. Accordingly, Boeing and American further agree that neither Boeing nor American shall disclose any of such information to any other person or entity, without the prior written consent of the other party hereto, [*CTR]

 

---

Ms. Beverly Goulet
Ms. Patricia Delgadillo
Mr. Peter Warlick		5-1005-CMC-2290R3
Mr. Jay W. Hancock		Page 3 of 12
American Airlines, Inc.

 

(b) Boeing and American acknowledge that (i) on January 27, 2012, the Bankruptcy Court issued that certain “Stipulated Protective Order Pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 Establishing Procedures for the Protection of Confidential Information Provided by the Debtors to the Official Committee of Unsecured Creditors” (the “Stipulated Protective Order”) (Docket No. 891), and (ii) Boeing and American may be asked to provide to the Official Committee of Unsecured Creditors (the “Committee”), appointed in the Pending Cases, this Commitment Letter or other information relating to this Commitment Letter or the matters contemplated herein (all such information and agreements referred to herein as Confidential Information). Notwithstanding any provision of this Commitment Letter to the contrary, American may provide such Confidential Information to the Committee solely in accordance with the following, unless otherwise agreed by Boeing. [*CTR]

(c) [*CTR]

(d) In accordance with paragraph 21 of the Stipulated Protective Order, American hereby acknowledges and agrees that Boeing is an intended beneficiary of the Stipulated Protective Order and that Boeing is entitled to seek to enforce the terms of the Stipulated Protective Order with respect to the Confidential Information.

(e) Boeing and American shall consult with respect to what Confidential Information shall be included in any pleadings filed with the Court, or in any material provided to the Committee and/or the Committee’s attorneys and advisors, in connection with satisfying the conditions precedent set forth above.

The foregoing is a summary of principal terms and conditions of each Loan to be advanced by Lender, is not complete and is qualified in its entirety by reference to the Agreed Documentation. To the extent there is any inconsistency between this Commitment Letter and the terms and conditions set forth in the Agreed Documentation, the terms and conditions of the Agreed Documentation will control [*CTR]

 

---

Ms. Beverly Goulet
Ms. Patricia Delgadillo
Mr. Peter Warlick		5-1005-CMC-2290R3
Mr. Jay W. Hancock		Signature Page
American Airlines, Inc.

 

NOTE: [*CTR]

If the terms and conditions of this Commitment Letter meet with your approval, please indicate your acceptance by signing two copies of this letter in the space provided below and returning one signed copy to the undersigned, whereupon this Commitment Letter shall become a binding agreement between Boeing and American. [*CTR]

Best regards,

 

THE BOEING COMPANY

The Boeing Company

Vice President Finance and Treasurer

AGREED AND ACCEPTED:

 

AMERICAN AIRLINES, INC.
By:
Its:
Date:

 

---

Schedule A

[*CTR]

[*CTR]

 

[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]

[*CTR]]

 

[*CTR]

[

*CTR]

[

*CTR]

[

*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[

*CTR]

[

*CTR]

[

*CTR]

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Schedule B

[*CTR]

[*CTR]

 

---

[*CTR]

[*CTR], dated as of [*], 2013 (“Amendment No. 3”), is between AMERICAN AIRLINES, INC., a company incorporated under the laws of Delaware (“American”), and THE BOEING COMPANY, a company incorporated under the laws of Delaware (“Boeing”), acting for itself and on behalf of all of the Affiliates of Boeing.

WITNESSETH:

WHEREAS, [*CTR]

WHEREAS, [*CTR]

WHEREAS, [*CTR]

NOW, THEREFORE, [*CTR]

SECTION 1 [*CTR]

1.1 [*CTR]

[*CTR]

1.2 [*CTR]

(a) [*CTR]

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

(iv) [*CTR]

(v) [*CTR]

(vi) [*CTR]

(b) [*CTR]

SECTION 2 [*CTR]

2.1 [*CTR]

[*CTR]

2.2 [*CTR]

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

[*CTR]

2.3 [*CTR]

“13.10 [*CTR]

[*CTR]

2.4 [*CTR]

(a) [*CTR]

(b) [*CTR]

[*CTR]

(c) [*CTR]

[*CTR]

(d) [*CTR]

[*CTR]

(e) [*CTR]

2.5 [*CTR]

SECTION 3 [*CTR]

[*CTR]

[This space intentionally left blank]

 

2

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered as of the day and year first above written.

 

 

SIGNATURE PAGE

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Exhibit A

[*CTR]

[*CTR]]

 

[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]

 

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EXHIBIT 11

To

2012 Omnibus Restructure Agreement

FORM OF AVIALL AGREEMENT

Settlement of Claim and Release Agreement

(Aviall)

This Settlement of Claim and Release Agreement (Settlement and Release Agreement) is entered into as of             , 2013, by and between Aviall Services, Inc. (Aviall) and American Airlines, Inc., a (American, and together with Aviall, individually, a Party, and collectively, the Parties);

WHEREAS, American 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.” filed on November 29, 2011 (Petition Date) and pending in the United States Bankruptcy Court for the Southern District of New York (the “Court”), case no. 11-15643 (SHL) (Jointly Administered) (the “Pending Cases”);

WHEREAS, Aviall has asserted the following claims (as defined in the Bankruptcy Code) (Bankruptcy Claims) in connection with the Pending Cases: Claim Nos. 6857, 6858 and 6859 filed by Aviall in the aggregate amount of $5,224,157.67 (Aviall Claim), of which $1,906,715.80 was asserted as a reclamation claim pursuant to 11 U.S.C. § 546(c) (Aviall Reclamation Claim), and of which $2,565,169.48 also was asserted in Claim No. 45 as an administrative expense claim pursuant to 11 U.S.C. § 503(b)(9) (Aviall 503(b)(9) Claim);

WHEREAS, American and The Boeing Company (Boeing) have entered into that certain 2012 Omnibus Restructure Agreement dated November [     ], 2013 (2012 Omnibus Restructure Agreement), pursuant to which American and Boeing, among other things, have agreed to resolve certain claims of Boeing and its Affiliates (as such term is defined in the 2012 Omnibus Restructure Agreement);

WHEREAS, [*CTR]

WHEREAS, Aviall is an Affiliate of Boeing and American and Aviall desire to resolve certain claims of Aviall that have been asserted or may be asserted in the Pending Cases, and to agree upon mutual releases of claims between American and its Affiliates and Aviall;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, American and Aviall agree as follows:

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

1.	[*CTR], the rights and obligations of the Parties under this Settlement and Release Agreement are subject to and shall become automatically effective only upon the satisfaction of all of the following conditions precedent (the time of such satisfaction, hereafter, the Aviall Effective Date):

 

a.

The Court shall have issued an order, the proposed form of such order to be in form and substance reasonably satisfactory to each of American and Boeing (acting on behalf of Aviall), approving and authorizing in all respects the entering into and the effectiveness of this Settlement and Release Agreement, and such order shall be in full force and effect and shall not, in any way, be stayed as to its effectiveness, including by order of the Court or pursuant to Federal Rule of Bankruptcy Procedure 6004(h) or otherwise.

 

b.

Closing shall have been completed and the Effective Date shall have occurred in accordance with the term and conditions of and as each of such terms are defined in the 2012 Omnibus Restructure Agreement.

 

c.

American shall have paid to Aviall the Aviall Claim in the aggregate amount of $5,224,157.67.

 

2.

[*CTR]

 

3.

Upon the occurrence of the Aviall Effective Date, Aviall (a) shall withdraw the Aviall Claim with prejudice, and (b) agrees it shall not take any action whatsoever to recover, collect, or assert the Aviall Claim against American or any of its Affiliates, and (c) consents to the expungement of the Aviall Claim from the claims register in the Pending Cases by American’s claims agent. For avoidance of doubt, the amounts set forth in the Aviall Reclamation Claim and the Aviall 503(b)(9) Claim are not in addition to, but are included within the aggregate amounts included in the Aviall Claim.

 

4.

[*CTR]

 

5.

[*CTR]

 

6.

[*CTR]

 

7.

[*CTR]

 

8.

[*CTR]

 

9.

Notwithstanding anything to the contrary set forth in this Settlement and Release Agreement, nothing herein shall be deemed or construed to, amend, alter, waive, limit, release, discharge or otherwise change any condition, obligation, or requirement of American or Aviall set forth in this Settlement and Release Agreement in respect of the following:

 

---

 

a.

[*CTR]

b.

[*CTR]

c.

[*CTR]

 

10.

The Confidentiality and Disclosure provisions contained in Section 8 of the 2012 Omnibus Restructure Agreement shall apply to this Settlement and Release Agreement as if such provisions were fully incorporated herein, and Aviall agrees to be bound thereby as if named a party therein; provided that any consent, agreement or consultation that would be required of or with Aviall in accordance with such provisions shall be deemed given by or to have occurred with Aviall if such consent or agreement is provided by Boeing, on behalf of Aviall, and American shall be entitled to rely upon any such consent, agreement or consultation to the same extent as if given by or undertaken with Aviall.

 

11.	This Settlement and Release Agreement may be executed in one or more counterparts, all of which counterparts shall be treated as the same binding agreement in accordance with the terms provided herein. Facsimile transmission of an executed counterpart is considered due delivery of that counterpart.

 

12.

Each of the parties hereto agrees that the Court shall have exclusive jurisdiction over all matters arising out of or relating to this Settlement and Release Agreement; provided, however, if the Court does not have subject matter jurisdiction over any such matter or declines to hear any dispute in regard to such matter, then the foregoing exclusive jurisdiction shall no longer apply. This Settlement and Release Agreement shall be governed by United States bankruptcy law and to the extent that United States bankruptcy law does not supply a rule of decision, this Settlement and Release Agreement [*CTR]

 

13.

This Settlement and Release Agreement on and as of the date hereof constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and all prior understandings or agreements, whether written or oral, between the parties hereto with respect to such subject matter are superseded in their entireties; provided, that if there are any discrepancies between, on the one hand, this Settlement and Release Agreement and, on the other hand, any provision of the 2012 Omnibus Restructure Agreement, the provisions of the 2012 Omnibus Restructure Agreement shall control and govern.

 

---

 

IN WITNESS WHEREOF, American and Aviall have caused this Settlement and Release Agreement to be signed in duplicate by their duly authorized officers and representatives as of the date written below.

 

AMERICAN AIRLINES, INC.						AVIALL SERVICES, INC.
By:						By:

Printed Name:						Printed Name:

Title:						Title:

 

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EXHIBIT 12

To

2012 Omnibus Restructure Agreement

Form of BCCELC Agreement

Settlement of Claim and Release Agreement

(BCCELC)

This Settlement of Claim and Release Agreement (Settlement and Release Agreement) is entered into as of             , 2013, by and between BCC Equipment Leasing Corporation (BCCELC) and American Airlines, Inc., a (American, and together with BCCELC, individually, a Party, and collectively, the Parties);

WHEREAS, American 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 (the “Court”), case no. 11-15643 (SHL) (Jointly Administered) (the “Pending Cases”);

WHEREAS, BCCELC and American have agreed that BCCELC shall have the following claim (as defined in the Bankruptcy Code) in connection with the Pending Cases: Claim No. 9086 filed by BCCELC in the amount of $140,000.00 in connection with Designated Basic Rent Payments (as such term is defined in that certain Purchase Agreement (N921TW) between BCCELC and Customer, dated April 27, 2012, and that certain Purchase Agreement (N922TW) between BCCELC and Customer, dated April 27, 2012, hereafter referred to as the MD80 Purchase Agreements) for aircraft with U.S. Registration Nos. N921TW and N922TW (BCCELC Claim);

WHEREAS, American and The Boeing Company (Boeing) have entered into that certain 2012 Omnibus Restructure Agreement, pursuant to which American and Boeing, among other things, have agreed to resolve certain claims of Boeing and its Affiliates (as such term is defined in the 2012 Omnibus Restructure Agreement);

WHEREAS, [*CTR]

WHEREAS, BCCELC is an Affiliate of Boeing, and American and BCCELC desire to agree upon mutual releases of claims;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, American and BCCELC agree as follows:

 

1.

[*CTR], the rights and obligations of the Parties under this Settlement and Release Agreement are subject to and shall become automatically effective only upon the satisfaction of all of the following conditions precedent (the time of such satisfaction, hereafter, the BCCELC Effective Date):

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

 

a.

The Court shall have issued an order, the proposed form of such order to be in form and substance reasonably satisfactory to each of American and Boeing (acting on behalf of BCCELC), approving and authorizing in all respects the entering into and the effectiveness of this Settlement and Release Agreement, and such order shall be in full force and effect and shall not, in any way, be stayed as to its effectiveness, including by order of the Court or pursuant to Federal Rule of Bankruptcy Procedure 6004(h) or otherwise.

 

2.

BCCELC agrees, for the avoidance of doubt, that upon the BCCELC Effective Date, the BCCELC Claim shall not be deemed Obligations (as defined in [*CTR]) or form the basis for any claim that (i) [*CTR] ](ii) a default has occurred under the MD80 Purchase Agreements, and none of the Debtors shall have any obligation or liability [*CTR] (whether directly or indirectly) with respect to the BCCELC Claim.

 

3.

As full and complete satisfaction of all obligations and liability of Customer in regard to any Basic Rent or Designated Rent Payments that may be due by American under the MD80 Purchase Agreements, and specifically in satisfaction of the provisions of Section 1.3(a) of each MD80 Purchase Agreement, the BCCELC Claim shall be allowed in full as a general unsecured pre-petition claim, which shall not be subject to offset, defense or counterclaim.

 

4.

Nothing in this Settlement and Release Agreement shall be deemed to amend or terminate any provision of the MD80 Purchase Agreements, which remain in effect in accordance with their respective terms. Entry into this Settlement and Release Agreement shall not affect any rights of American or BCCELC under the Bankruptcy Code, except as specifically provided herein upon the occurrence of the BCCELC Effective Date, provided that, nothing set forth herein shall constitute, or shall be construed as, a release, waiver or discharge, or a forbearance, diminution, limitation or other modification, of the rights, releases, waivers and discharges of Boeing and its Affiliates and American and the other debtors in the Pending Cases set forth in Section 7(g) and (h) of the 2012 Omnibus Restructure Agreement.

 

5.

The Confidentiality and Disclosure provisions contained in Section 8 of the 2012 Omnibus Restructure Agreement shall apply to this Settlement and Release Agreement as if such provisions were fully incorporated herein, and BCCELC agrees to be bound thereby as if named a party therein; provided that any consent, agreement or consultation that would be required of or with BCCELC in accordance with such provisions shall be deemed given by or to have occurred with BCCELC if such consent or agreement is provided by Boeing, and American shall be entitled to rely upon any such consent, agreement or consultation to the same extent as if given by or undertaken with BCCELC.

 

6.	This Settlement and Release Agreement may be executed in one or more counterparts, all of which counterparts shall be treated as the same binding agreement in accordance with the terms provided herein. Facsimile transmission of an executed counterpart is considered due delivery of that counterpart.

 

---

 

 

7.

Each of the parties hereto agrees that the Court shall have exclusive jurisdiction over all matters arising out of or relating to this Settlement and Release Agreement; provided, however, if the Court does not have subject matter jurisdiction over any such matter or declines to hear any dispute in regard to such matter, then the foregoing exclusive jurisdiction shall no longer apply. This Settlement and Release Agreement shall be governed by United States bankruptcy law and to the extent that United States bankruptcy law does not supply a rule of decision, [*CTR]

 

8.

This Settlement and Release Agreement on and as of the date hereof constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and all prior understandings or agreements, whether written or oral, between the parties hereto with respect to such subject matter are superseded in their entireties; provided, that if there are any discrepancies between, on the one hand, this Settlement and Release Agreement and, on the other hand, any provision of the 2012 Omnibus Restructure Agreement, the provisions of the 2012 Omnibus Restructure Agreement shall control and govern.

IN WITNESS WHEREOF, American and BCCELC have caused this Settlement and Release Agreement to be signed in duplicate by their duly authorized officers and representatives as of the date written below.

 

AMERICAN AIRLINES, INC.						BCC EQUIPMENT LEASING CORPORATION
By:						By:

Printed Name:						Printed Name:

Title:						Title:

 

---

EXHIBIT 13

To

2012 Omnibus Restructure Agreement

FORM OF JEPPESEN ASSUMPTION AND CURE AGREEMENT

Settlement of Claim and Release Agreement

(Jeppesen)

This Assumption and Cure Agreement (Assumption and Cure Agreement) is entered into as of             , 2013, by and between Jeppesen Sanderson, Inc. (Jeppesen) and American Airlines, Inc., (American, and together with Jeppesen, individually, a Party, and collectively, the Parties);

WHEREAS, American and its affiliate, American Eagle Airlines, Inc. (Debtors) are debtors in possession under Chapter 11 of Title 11 of the United States Code (Bankruptcy Code) in the cases styled “In re AMR Corporation, et al.” filed on November 29, 2011 (Petition Date) and pending in the United States Bankruptcy Court for the Southern District of New York (Court), case no. 11-15643 (SHL) (Jointly Administered) (Pending Cases);

WHEREAS, Debtors and Jeppesen are parties to commercial agreements in support of Debtor’s operation and maintenance of aircraft as set forth in Attachment A (the Existing Agreements);

WHEREAS, Jeppesen has asserted the following claims (as defined in the Bankruptcy Code) (Bankruptcy Claims) in connection with the Pending Cases: Claim No. 7756 filed by Jeppesen in the aggregate amount of $791,269.36 (Jeppesen Claim), of which $104,872.72 was asserted as a reclamation claim pursuant to 11 U.S.C. § 546(c) (Jeppesen Reclamation Claim), and of which $47,760.42 also was asserted in Claim No. 67 as an administrative expense claim pursuant to 11 U.S.C. § 503(b)(9) (Jeppesen 503(b)(9) Claim);

WHEREAS, American and The Boeing Company (Boeing) have entered into that certain 2012 Omnibus Restructure Agreement dated             [     ], 2013 (2012 Omnibus Restructure Agreement), pursuant to which American and Boeing, among other things, have agreed to resolve certain claims of Boeing and its Affiliates (as such term is defined in the 2012 Omnibus Restructure Agreement);

WHEREAS, [*CTR]

 

Page 1

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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WHEREAS, Jeppesen is an Affiliate of Boeing and American and Jeppesen desire to resolve certain claims of Jeppesen that have been asserted or may be asserted in the Pending Cases, and to agree upon mutual releases of claims between American and its Affiliates and Jeppesen;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, American and Jeppesen agree as follows:

1. Conditions Precedent; Assumption and Cure

1.1 [*CTR], the rights and obligations of the Parties under this Assumption and Cure Agreement are subject to and shall become automatically effective only upon the satisfaction of all of the following conditions precedent set forth in clauses (a), (b) and (c) (the time of such satisfaction, hereafter, the Jeppesen Effective Date).

(a) Except as set forth in Section 4.1 below, the Court shall have issued an order, the proposed form of such order to be in form and substance reasonably satisfactory to each of American and Boeing (acting on behalf of Jeppesen), in the Pending Cases (i) approving and authorizing the assumption by Customer of the Existing Agreements, (ii) approving and authorizing this Assumption and Cure Agreement and all of the actions and transactions contemplated herein, and (iii) that is issued by the Court under and pursuant to the appropriate provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure, including, without limitation 11 U.S.C. §§105, 363 and 365 and Federal Rules of Bankruptcy Procedure 9014 and 9019, and following such notice and opportunity for a hearing as provided by the rules of the Court and the Bankruptcy Code, and such order shall be in full force and effect and shall not, in any way, be stayed as to its effectiveness, including by order of the Court or pursuant to Federal Rule of Bankruptcy Procedure 6004(h) or otherwise (Assumption Order).

(b) American shall have paid to Jeppesen the Cure Payment, as defined in, and as provided for in, Section 2.2, below.

(c) Closing shall have been completed and the Effective Date shall have occurred in accordance with the term and conditions of, and as each of such terms are defined in, the 2012 Omnibus Restructure Agreement.

1.2 Upon satisfaction of the Conditions Precedent set forth in Section 1.1, (i) the Existing Agreements shall be deemed assumed pursuant to section 365 of the Bankruptcy Code, (ii) all other matters that the terms and conditions of this Assumption and Cure Agreement provide will be effective upon or take place upon or after the Jeppesen Effective Date shall be effective, binding and enforceable in accordance with their respective terms.

 

Page 2

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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2. Settlement and Release

2.1 [*CTR]

2.2 Jeppesen agrees that the payment by American to Jeppesen, on the Jeppesen Effective Date, of the amount of $791,269.36 (the “Cure Amount”) shall cure the Jeppesen Claim and shall constitute full and final satisfaction of the Jeppesen Claim. For avoidance of doubt, the amounts set forth in the Jeppesen Reclamation Claim and the Jeppesen 503(b)(9) Claim are not in addition to, but are included within, the aggregate amounts included in the Jeppesen Claim.

2.3 In connection with the assumption of the Existing Agreements, as provided for in Section 1.2 above, Jeppesen acknowledges and agrees that Debtors have provided adequate assurance that Debtors will continue to perform under the terms of the assumed Existing Agreements.

2.4 [*CTR]

2.5 Upon the occurrence of the Jeppesen Effective Date, Jeppesen (a) shall withdraw the Proof of Claim with prejudice and, and (b) agrees it shall not take any action whatsoever to recover, collect, or assert the Jeppesen Claims against American or any of its Affiliates, and (c) consents to the expungement of the Jeppesen Claims from the claims register in the Reorganization Proceeding by American’s claims agent.

2.6 [*CTR]

2.7 [*CTR]

2.8 [*CTR]

3. Reserved Rights

3.1 Notwithstanding anything to the contrary set forth in this Assumption and Cure Agreement, nothing herein shall be deemed or construed to, amend, alter, waive, limit, release, discharge or otherwise change any condition, obligation, or requirement of American or Jeppesen set forth in this Assumption and Cure Agreement in respect of the following:

i. [*CTR]

ii. [*CTR]

iii. [*CTR] with any product or service provided by Jeppesen to or for American or its Affiliates.

 

Page 3

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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4. General Terms and Conditions

4.1 The Confidentiality and Disclosure provisions contained in Section 8 of the 2012 Omnibus Restructure Agreement shall apply to this Assumption and Cure Agreement as if such provisions were fully incorporated herein, and Jeppesen agrees to be bound thereby as if named a party therein; provided that any consent, agreement or consultation that would be required of or with Jeppesen in accordance with such provisions shall be deemed given by or to have occurred with Jeppesen if such consent or agreement is provided by Boeing, on behalf of Jeppesen, and American shall be entitled to rely upon any such consent, agreement or consultation to the same extent as if given by or undertaken with Jeppesen.

4.2 This Assumption and Cure Agreement may be executed in one or more counterparts, all of which counterparts shall be treated as the same binding agreement in accordance with the terms provided herein. Facsimile transmission of an executed counterpart is considered due delivery of that counterpart.

4.3 Each of the parties hereto agrees that the Court shall have exclusive jurisdiction over all matters arising out of or relating to this Assumption and Cure Agreement; provided, however, if the Court does not have subject matter jurisdiction over any such matter or declines to hear any dispute in regard to such matter, then the foregoing exclusive jurisdiction shall no longer apply. This Assumption and Cure Agreement shall be governed by United States bankruptcy law and to the extent that United States bankruptcy law does not supply a rule of decision, [*CTR]

4.4 This Assumption and Cure Agreement on and as of the date hereof constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and all prior understandings or agreements, whether written or oral, between the parties hereto with respect to such subject matter are superseded in their entireties; provided, that if there are any discrepancies between, on the one hand, this Assumption and Cure Agreement and, on the other hand, any provision of the 2012 Omnibus Restructure Agreement, the provisions of the 2012 Omnibus Restructure Agreement shall control and govern.

 

Page 4

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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IN WITNESS WHEREOF, American and Jeppesen have caused this Assumption and Cure Agreement to be signed in duplicate by their duly authorized officers and representatives as of the date written below.

 

JEPPESEN SANDERSON, INC.						AMERICAN AIRLINES, INC.
By:						By:

Printed Name:						Printed Name:

Title:						Title:

 

Acknowledged and Agreed, as to Existing Agreements to which it is a party:
AMERICAN EAGLE AIRLINES, INC.
By:

Printed Name:

Title:

 

Page 5

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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ATTACHMENT A

To

ASSUMPTION AND CURE AGREEMENT

(Jeppesen)

 

[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

 

Page 6

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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EXHIBIT 14

SUMMARY OF BOEING ACCRUED CREDIT AMOUNT

 

[*CTR]
[*CTR]		[*CTR]
[*CTR]
[*CTR]		[*CTR]
Total Boeing Accrued Credit Amount		$12,294,844.18
[*CTR]

Attached: Schedule A to Exhibit 14

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Schedule A to Exhibit 14: [*CTR]

 

Corporate

Customer ID

Invoice Number

Acctg Date

Due Date

Bill of Lading

PO Number

Line Amount

Balance Due

[*CTR]

[*CTR]

[*CTR]

[*CTR]

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[*CTR]

 

Schedule A to Exhibit 14 to 2012 Omnibus Restructure Agreement, [*CTR], Page 1 of 10

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

 

Corporate

Customer ID

Invoice Number

Acctg Date

Due Date

Bill of Lading

PO Number

Line Amount

Balance Due

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---

 

 

Corporate

Customer ID

Invoice Number

Acctg Date

Due Date

Bill of Lading

PO Number

Line Amount

Balance Due

[*CTR]T

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---

 

 

Corporate

Customer ID

Invoice Number

Acctg Date

Due Date

Bill of Lading

PO Number

Line Amount

Balance Due

[*CTR]

[*CTR]

[*CTR]

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[*CTR]

 

---

 

 

Corporate

Customer ID

Invoice Number

Acctg Date

Due Date

Bill of Lading

PO Number

Line Amount

Balance Due

[*CTR]

[*CTR]

[*CTR]

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[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

---

 

 

Corporate

Customer ID

Invoice Number

Acctg Date

Due Date

Bill of Lading

PO Number

Line Amount

Balance Due

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

---

 

 

Corporate

Customer ID

Invoice Number

Acctg Date

Due Date

Bill of Lading

PO Number

Line Amount

Balance Due

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

---

 

 

Corporate

Customer ID

Invoice Number

Acctg Date

Due Date

Bill of Lading

PO Number

Line Amount

Balance Due

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

---

 

 

Corporate

Customer ID

Invoice Number

Acctg Date

Due Date

Bill of Lading

PO Number

Line Amount

Balance Due

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

---

 

 

Corporate

Customer ID

Invoice Number

Acctg Date

Due Date

Bill of Lading

PO Number

Line Amount

Balance Due

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

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[*CTR]

 

---

EXHIBIT 15

To

2012 Omnibus Restructure Agreement

(Schedule Of Boeing Affiliates)

See attached Schedule of Boeing Affiliates.

---

Page 1 of 5

 

Schedule of Boeing Affiliates

 

Name		Place of incorporation
757UA, Inc.		Delaware
ACN 106 604 871 Pty ltd		Australia
AeroSpace Technologies of Australia Limited		Australia
Alleron Inc.		Delaware
Akash, Inc.		Delaware
Alteon Training International Spain, S.L.		Spain
Alteon Training Mexico, S.A. de C.V.		Mexico
Alteon Training Services, Inc.		Delaware
Argon ST, Inc.		Delaware
Astro Limited		Bermuda
Astro-II, Inc.		Vermont
Atara Holding Company		Delaware
Atara Services Norway AS		Norway
Aviall (Canada) Ltd.		Ontario
Aviall Airstocks Limited		Hong Kong
Aviall Asia Limited		Hong Kong
Avlall Australia Holdings Pty Ltd		Australia
Aviall Australia Pty Limited		Australia
Aviall de Mexico, SA de C.V.		Mexico
Aviall Foreign Sales Corporation		Barbados
Aviall Japan Limited		Delaware
Aviall New Zealand		New Zealand
Aviall PTE LTD		Singapore
Aviall Services, Inc.		Delaware
Aviall UK, Inc.		Delaware
Aviall, Inc.		Delaware
Aviation Fleet Services India Management Company Limited		Cyprus
BC Capital Partners L.P.		Delaware
BCC Aruba Leasing A.V.V.		Netherlands Antilles
BCC Bolongo Company		Delaware
BCC Bolongo Limited		Virgin Islands, U.S.
BCC Carbita Point Company		Delaware
BCC Carbita Point Limited		Virgin Islands, U.S.
BCC Cascades Corporation		Delaware
BCC Charlotte Amalie Company		Delaware
BCC Charlotte Amalie Limited		Virgin Islands, U.S.
BCC Cove Corporation		Delaware
BCC Drakes Passage Company		Delaware
BCC Equipment Leasing Corporation		Delaware
BCC Grand Cayman Limited		Cayman Islands
BCC Lindbergh Bay Company		Delaware
BCC Mafolie Hill Company		Delaware
BCC Red Hook Company		Delaware
BITG Corporation		Delaware
BlTG LLP		Washington
BNA International Systems, Inc.		Delaware

---

Page 2 of 5

 

Name		Place of incorporation
BNA Operations International, Inc.		Delaware
BNJ Sales Company L.L.C.		Delaware
BNJ, Inc.		Delaware
Boeing (Asia) Investment Limited		Hong Kong
Boeing (Asia) Services Investment Limited		Hong Kong
Boeing (China) Co., Ltd.		China
Boeing (Gibraltar) Holdings Limited		Gibraltar
Boeing (Gibraltar) Limited		Gibraltar
Boeing 100 North Riverside LLC		Illinois
Boeing Aerospace- TAMS, Inc.		Delaware
Boeing Aerospace (Malaysia) Sdn. Bhd.		Malaysia
Boeing Aerospace Ltd.		Delaware
Boeing Aerospace Middle East Limited		Delaware
Boeing Aerospace Operations- International, Inc.		Delaware
Boeing Aerospace Operations, Inc.		Delaware
Boeing Aerostructures Australia Pty Ltd.		Australia
Boeing Airborne Surveillance Enterprises, Inc.		Delaware
Boeing Aircraft Holding Company		Delaware
Boeing Asia Training Holdings Limited		Hong Kong
Boeing Australia Component Repairs Pty Ltd		Australia
Boeing Australia Holdings Proprietary Limited		Australia
Boeing Brasil Servicos Tecnicos Aeronauticos Ltda.		Brazil
Boeing Canada Holding Ltd.		Alberta
Boeing Canada Operations Ltd.		Alberta
Boeing Capital Corporation		Delaware
Boeing Capital Leasing Limited		Ireland
Boeing Capital Loan Corporation		Delaware
Boeing Capital Securities Inc.		Delaware
Boeing CAS GmbH		Germany
Boeing CAS Holding GmbH		Germany
Boeing China, Inc.		Delaware
Boeing Commercial Space Company		Delaware
Boeing Constructors, Inc.		Texas
Boeing Cyprus Holdings Ltd		Cyprus
Boeing Defence Australia LTD		Australia
Boeing Defence UK Limited		United Kingdom
Boeing Domestic Sales Corporation		Washington
Boeing Enterprises Australia, Inc.		Delaware
Boeing Financial Corporation		Washington
Boeing Global Holdings Corporation		Delaware
Boeing Global Sales Corporation		Delaware
Boeing Helena, Inc.		Delaware
Boeing Hungary, Inc.		Delaware
Boeing India Property Management Private Limited		India
Boeing Intellectual Property Licensing Company		Delaware
Boeing International B.V.		Netherlands
Boeing International B.V. & Co. Holding KGaA		Germany
Boeing International Corporation		Delaware
Boeing International Corporation India Private Limited		India

---

Page 3 of 5

 

Name		Place of incorporation
Boeing International Holdings, Ltd.		Bermuda
Boeing International Logistics Spares, Inc.		Delaware
Boeing International Sales Corporation		Washington
Boeing International Support Systems Company Saudi Arabia Limited		Saudi Arabia
Boeing Investment Company, Inc.		Delaware
Boeing Ireland Limited		Ireland
Boeing Japan Kabushiki Kaisha		Japan
Boeing Kuwait, Inc.		Delaware
Boeing Launch Services, Inc.		Delaware
Boeing Logistics Spares, Inc.		Delaware
Boeing Mexico Service Company, S. de R.L.		Mexico
Boeing Middle East Limited		Delaware
Boeing Netherlands B.V.		Netherlands
Boeing Netherlands C.V.		Netherlands
Boeing Netherlands Leasing, BV.		Netherlands
Boeing Nevada, Inc.		Delaware
Boeing North American Space Alliance Company		Delaware
Boeing Norwegian Holdings AS		Norway
Boeing of Canada Ltd.		Delaware
Boeing Offset Company, Inc. .		Delaware
Boeing Operations International, Incorporated		Delaware
Boeing Overseas, Inc.		Delaware
Boeing Phantom Works Investments, Inc.		Delaware
Boeing Precision Gear, Inc.		Delaware
Boeing Qatar Inc.		Delaware
Boeing Research & Technology Europe, S.L.		Spain
Boeing Russia, Inc.		Delaware
Boeing Sales Corporation		Guam
Boeing Satellite Systems International, Inc.		Delaware
Boeing Satellite Systems, Inc.		Delaware
Boeing Service Company		Texas
Boeing Shanghai Aviation Flight Training Co., Ltd.		China
Boeing Singapore Training and Flight Services Pte. Ltd.		Singapore
Boeing Space Operations Company		Delaware
Boeing Stores, Inc.		Delaware
Boeing Sweden Holdings AB		Sweden
Boeing Training & Flight Services Australia Pty Ltd		Australia
Boeing Training Center Management Company Limited		Cyprus
Boeing Training Leasing Corp.		Delaware
Boeing Training Services Korea LLC		Korea, Republic of
Boeing Travel Management Company		Delaware
Boeing UK Training and Flight Services Holding Limited		United Kingdom
Boeing UK Training and Flight Services Limited		United Kingdom
Boeing United Kingdom Limited		United Kingdom
Boeing US Training and Flight Services L.L.C.		Delaware
Boeing Worldwide Operations Limited		Bermuda
CBSA Leasing II, Inc.		De!aware

---

Page 4 of 5

 

Name		Place of incorporation
CBSA Leasing, Inc.		Delaware
CBSA Partners, LLC		Delaware
CDM Technologies, lnc.		California
C-Map USA, Inc.		Delaware
C-Map/Commercial, Ltd.		Massachusetts
Coherent Systems International Corporation		British Virgin Islands
Coherent Systems International, LLC		Delaware
Connexion by Boeing Ireland Limited		Ireland
Connexion By Boeing of Canada Company		Canada
Continental DataGraphics Limited		United Kingdom
Continental DataGraphics Technical Services India Private Limited		India
Continental Graphics Corporation		Delaware
Continental Graphics Holdings, Inc.		Delaware
Cougar, Ltd .		Bermuda
Cruise L.L.C.		Russian Federation
Digital Receiver Technology, Inc.		Maryland
Dillon, Inc.		Delaware
Douglas Express Limited		Virgin Islands, U.S.
Douglas Federal Leasing Limited		Virgin Islands, U.S.
Douglas Leasing, Inc.		Delaware
Falcon II Leasing Limited		Virgin Islands, U.S.
Falcon Leasing Limited		Virgin Islands, U.S.
Hanway Corporation		Delaware
Hawk Leasing, Inc.		Delaware
Hawker de Havilland Aerospace Pty Limited		Australia
HRL Laboratories, LLC		Delaware
ILS eBusiness Services, Inc.		Delaware
lnsitu Pacific Pty ltd		Australia
lnsitu, Inc.		Washington
Inventory Locator Service, LLC		Delaware
Inventory Locator Service-UK, Inc.		Delaware
Jeppesen (Canada) Ltd.		Quebec
Jeppesen Asia/Pacific Pte. Ltd.		Singapore
Jeppesen Australia Pty Ltd		Australia
Jeppesen DataPian, Inc.		Delaware
Jeppesen GmbH		Germany
Jeppesen Hellas Marine Single Member Limited Liability Company		Greece
Jeppesen India Private Limited		India
Jeppesen ltalia S.r.l.		Italy
Jeppesen Japan K.K.		Japan
Jeppesen Korea Co., Ltd.		Korea, Republic of
Jeppesen Malaysia Sdn. Bhd.		Malaysia
Jeppesen Marine Australia Pty Limited		Australia
Jeppesen Marine, Inc.		Delaware
Jeppesen Norway AS		Norway
Jeppesen Optimization Solution AB		Sweden
Jeppesen Optimization Solutions, Inc.		Delaware
Jeppesen Poland Spolka z ograniczona odpowiedzialnoscia		Poland
Jeppesen Sanderson, Inc.		Delaware
Jeppesen Systems AB		Sweden

---

Page 5 of 5

 

Name		Place of incorporation
Jeppesen U.K. Limited		United Kingdom
Jeppesen Ukraine		Ukraine
Keeler Street Open Space, L.L.C.		Kansas
Kula-One Aircraft Corporation, Limited		Delaware
Kuta-Two Aircraft Corporation		Delaware
Longacres Park, Inc.		Washington
McDonnell Douglas Dakota Leasing, Inc.		Delaware
McDonnell Douglas Express, Inc.		Delaware
McDonnell Douglas F-15 Technical Services Company, Inc.		Delaware
McDonnell Douglas Foreign Sales Corporation		Virgin Islands, U.S.
McDonnell Douglas Helicopter Support Services, Inc.		Delaware
McDonnell Douglas Indonesia Leasing, Inc.		Delaware
McDonnell Douglas Middle East, Ltd.		Delaware
McDonnell Douglas Services, Inc.		Missouri
McDonnell Douglas Truck Services, Inc.		Delaware
MD Indonesia Limited		Virgin Islands, U.S.
MD-Air Leasing Limited		Virgin Islands, U.S.
MDFC-Aircraft Leasing Company		Delaware
MDFC-Aircraft Leasing Limited		Virgin Islands, U.S.
MDFC-Carson Company		Delaware
MDFC-Carson Limited		Virgin Islands, U.S.
MDFC-Express Leasing Company		Delaware
MDFC-Express Leasing Limited		Virgin Islands, U.S.
MDFC-Knoxville Company		Delaware
MDFC-Knoxville Limited		Virgin Islands, U.S.
MDFC-Lakewood Company		Delaware
MDFC-Memphis Company		Delaware
MDFC-Memphis Limited		Virgin Islands, U.S.
MDFC-Reno Company		Delaware
MDFC-Sierra Company		Delaware
MDFC-Spring Limited		Virgin Islands, U.S.
MDFC-Tahoe Company		Delaware
MDFC- Spring Company		Delaware
MD-Federal Holding Company		Delaware
Montana Aviation Research Company		Delaware
Narus Networks Private Limited		India
Narus UK Limited		United Kingdom
Narus, Inc.		Delaware
Pacific Business Enterprises, Inc.		Delaware
RGL-3 Corporation		Delaware
RGL-4 Corporation		Delaware
Sandia National Security LLC		Delaware
Spectrolab, Inc.		California
Taiko Leasing, Inc.		Delaware
Tapestry Solutions, Inc.		California
Team Apache Systems, LLC		Delaware
Thayer Leasing Company-1		Delaware
Wingspan, Inc.		Delaware
Yunnan Alteon Boeing Advanced Flight Training Co., Ltd		China

Exhibit 10.2

Supplemental Agreement No. 3

to

Purchase Agreement No. 3219

between

The Boeing Company

and

American Airlines, Inc.

Relating to Boeing Model 787-9 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 3, entered into as of February 1, 2013, (SA 3) 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 October 15, 2008, relating to Boeing Model 787-923 aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;

WHEREAS, Customer and Boeing desire to amend the Purchase Agreement to reflect the following:

 

(i)

[*CTR] pursuant to the terms and conditions set forth in Letter Agreement 6-1162-TRW-0664 of the Purchase Agreement, entitled “Aircraft Purchase Rights and Substitution Rights” (787 Purchase/Substitution Rights Letter). To reflect [*CTR], Table 1(R1) to the Purchase Agreement will be deleted and replaced by both Table 1(R2) entitled “787-923 Aircraft Delivery, Description, Price and Advance Payments” and Table 2 entitled “787-8 Aircraft Delivery, Description, Price and Advance Payments” (Revised Table 1(R2) and Table 2).

 

(ii)

Letter Agreement 6 1162 CL0 1032R1 entitled [*CTR] is terminated and no longer of any further force and effect

 

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AAL

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

(iii)

[*CTR] in Letter Agreement 6-1162-TRW-0670 entitled “Miscellaneous Commitments for Model 787 Aircraft” of the Purchase Agreement (Original Miscellaneous Commitments Letter), to be reflected in Letter Agreement 6-1162-TRW-0670R1 entitled “Miscellaneous Commitments for Model 787 Aircraft” (Revised Miscellaneous Commitments Letter), in which the first paragraph of Article 1.13.1 as set forth in the Original Miscellaneous Commitments Letter will be replaced in the Revised Miscellaneous Commitments Letter with the following:

[*CTR]

The Revised Miscellaneous Commitments Letter supersedes and replaces in its entirety the Original Miscellaneous Commitments Letter.

 

(iv)

[*CTR]

[*CTR]

Letter Agreement 6-1162-TRW-0674R2 entitled “Business Considerations” (Revised Business Considerations Letter) will replace and supersede in its entirety both Letter Agreement 6-1162-TRW-0674 and Letter Agreement 6-1162-TRW-0674R1 to the Purchase Agreement.

 

(v)

[*CTR], to be reflected in Letter Agreement 6-1162-CLO-1047R1, entitled [*CTR], in which the following changes to Letter Agreement 6-1162-CLO-1047, entitled [*CTR] (Original [*CTR] Letter) will be made:

 

(1)

Articles 1.4 through 1.6 of the Original [*CTR] Letter will be renumbered in the Revised [*CTR] Letter as Articles 1.5 through 1.7

 

(2)

The following new Article 1.4 will be added to the Revised [*CTR] Letter to reflect the agreement of the parties [*CTR]:

[*CTR].

[*CTR]

 

(3)

The following sentence will be added to the end of Article 1.4 of the Original [*CTR] Letter (as renumbered to Article 1.5 in the Revised [*CTR] Letter) in the Revised [*CTR] Letter to reflect agreement of the parties regarding the [*CTR]:

[*CTR]

 

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[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

The Revised [*CTR] Letter will supersede and replace in its entirety the Original [*CTR] Letter.

 

(vi)

Attachments A, B, and C to the 787 Purchase Rights/Substitution Letter, will be replaced and superseded in their entirety by Attachments A(R1), B(R1), and C(R1).

 

(vii)

Letter Agreements to the Purchase Agreement 6-1162-CLO-1031R1 entitled [*CTR] and 6-1162-TRW-0671 entitled [*CTR] will be replaced and superseded in their entirety by [*CTR].

 

(viii)

A new Letter Agreement AAL-PA-3219-LA-08838 to the Purchase Agreement entitled [*CTR] will provide for [*CTR] Aircraft.

 

(ix)

Letter Agreement 6-1162-TRW-0667R1 to the Purchase Agreement entitled [*CTR], will supersede and replace in its entirety Letter Agreement 6-1162-TRW-0667.

 

(x)

A new Letter Agreement AAL-PA-3219-LA-08836 to the Purchase Agreement entitled [*CTR] will provide for the Performance Retention Commitment for the [*CTR].

 

(xi)

[*CTR].

 

(xii)

The “Table of Contents” to the Purchase Agreement will be deleted in its entirety and a revised “Table of Contents,” attached hereto will be substituted in lieu thereof to reflect the revisions and amendments effected by this SA 3.

 

(xiii)

[*CTR].

WHEREAS, Boeing and Customer desire to specify an order of precedence for assignment provisions within the Purchase Agreement, as further amended herein, and therefore Boeing and Customer have concurrently herewith executed Letter Agreement AAL-LA-1106678 entitled “Assignment Matters” (Assignment Letter); and

NOW THEREFORE, in consideration of the mutual covenants herein contained the parties agree to amend the Purchase Agreement through the concurrent execution of the Assignment Letter and this SA 3 to reflect the order of precedence for the assignment provisions and as follows:

 

P.A. No. 3219		SA-3		Page 3
AAL

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

1. Table of Contents

The Table of Contents is deleted in its entirety and replaced with a revised Table of Contents, attached hereto, which sets forth the appropriate SA 3 references. The Table of Contents is hereby made part of the Purchase Agreement.

2. Basic Articles:

The basic articles are deleted in their entirety and new basic articles, attached hereto, are substituted in lieu thereof to effect the following revisions:

 

a)

First Paragraph:

 

1)

Replace reference to 787-923 with “787” aircraft.

 

b)

Article 1 Quantity. Model, and Description.

 

1)

Redefine the term “Aircraft” to mean a 787 aircraft;

 

2)

Replace reference to Exhibit A with “Exhibit A(R1) and Exhibit A2”; and

 

3)

Replace reference to Table 1 with references to Table 1(R2) and Table 2.

 

c)

Article 2 Delivery Schedule, Article 3 Price, Article 4 Payment, and Article 5. Miscellaneous.

 

1)

Replace all references to Table 1 with references to Tables1(R2) and Table 2.

 

2)

Replace all references to Exhibit B with reference to Exhibit B(R1).

 

d)

Article 5.3 BFE Variables.

 

1)

Replace reference to Supplemental Exhibit BFE1 with “Supplemental Exhibit BFE(R1) and Supplemental Exhibit BFE2”.

 

e)

Article 5.4 Customer Support Variables.

 

1)

Replace all references to Model 787-923 with “787” aircraft.

 

f)

Article 5.5 Engine Escalation Variables.

 

1)

[*CTR]

 

g)

Article 5.9 Defined Terms

 

1)

Replace all references to Exhibit C with “Exhibit C(R1)”.

3. Tables

a) Table 1(R1) entitled “Aircraft Information Table—GENX” for the General Electric GENX engine is deleted in its entirety and replaced with a revised Table 1(R2) entitled “787-923 Aircraft Information Table—GENX”, attached hereto. Table 1(R2) is hereby made part of the Purchase Agreement.

 

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[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

b) Table 2 entitled “787-8 Aircraft Information Table – GENX” is added and hereby made part of the Purchase Agreement.

4. Exhibits

a) Exhibit A entitled “Aircraft Configuration” is deleted in its entirety and replaced with a revised Exhibit A(R1) entitled “Aircraft Configuration for 787-923 Aircraft”, attached hereto. Exhibit A(R1) is hereby made part of the Purchase Agreement.

b) Exhibit A2 entitled “Aircraft Configuration for 787-8 Aircraft”, attached hereto, is hereby added and made part of the Purchase Agreement.

c) Exhibit B entitled “Aircraft Delivery Requirements and Responsibilities” is deleted in its entirety and replaced with a revised Exhibit B(R1), attached hereto. Exhibit B(R1) is hereby made part of the Purchase Agreement.

d) Exhibit C entitled “Defined Terms” is deleted in its entirety and replaced with a revised Exhibit C(R1), attached hereto. Exhibit C(R1) is hereby made part of the Purchase Agreement.

 

5.

Supplemental Exhibits

a) Supplemental Exhibit BFE1 entitled “Buyer Furnished Equipment Variables” is deleted in its entirety and replaced with a revised BFE1(R1) entitled “Buyer Furnished Equipment Variables 787-923”, attached hereto. Supplemental Exhibit BFE1(R1) is hereby made part of the Purchase Agreement.

b) Supplemental Exhibit BFE2 entitled “Buyer Furnished Equipment Variables 787-8” is added in its entirety, attached hereto. Supplemental Exhibit BFE2 is hereby made part of the Purchase Agreement.

6. Letter Agreements

a) Letter Agreement No. 3219-05 entitled “Spare Parts Commitments” is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. 3219-05R1 is hereby made part of the Purchase Agreement.

 

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[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

b) Letter Agreement No. 3219-06 entitled “Spare Parts Initial Provisioning” is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. 3219-06R1 is hereby made part of the Purchase Agreement.

c) Letter Agreement No. 3219-08 entitled “Open Configuration Matters” is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. 3219-08R1 is hereby made part of the Purchase Agreement.

d) Letter Agreement No. 6-1162-CLO-1031R1 entitled [*CTR] is deleted in its entirety. Letter Agreement No. 6-1162-CLO-1031R1 is hereby withdrawn from the Purchase Agreement.

e) Letter Agreement No. 6-1162-CLO-1032R1 entitled [*CTR] is deleted in its entirety since it is terminated and no longer of any further force and effect.

f) Letter Agreement No. 6-1162-CLO-1043 entitled “787 Inspection Process” is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. 6-1162-CLO-1043R1 is hereby made part of the Purchase Agreement.

g) Letter Agreement No. 6-1162-CLO-1046R1 entitled [*CTR] is deleted in its entirety. Letter Agreement No. 6-1162-CLO-1046R1 is hereby withdrawn from the Purchase Agreement.

h) Letter Agreement No. 6-1162-CLO-1047 entitled [*CTR] is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. 6-1162-CLO-1047R1 is hereby made part of the Purchase Agreement.

i) Letter Agreement No. 6-1162-CLO-1049 entitled “CSI Matters” is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. No. 6-1162-CLO-1049R1 is hereby made part of the Purchase Agreement.

j) Letter Agreement No. 6-1162-TRW-0664 entitled “Aircraft Purchase Rights and Substitution Rights”, inclusive of Attachments A, B, and C, is deleted in its entirety and replaced with a revised letter agreement (R1), inclusive of revised Attachments A(R1), B(R1) and C(R1). Letter Agreement No. 6-1162- TRW-0664R1 and Attachments A(R1), B(R1) and C(R1) are hereby made part of the Purchase Agreement.

k) Letter Agreement No. 6-1162-TRW-0667 entitled [*CTR] is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. 6-1162-TRW-0667R1 is hereby made part of the Purchase Agreement.

 

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[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

l) Letter Agreement No. 6-1162-TRW-0668 entitled [*CTR] is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. 6-1162-TRW-0668R1 is hereby made part of the Purchase Agreement.

m) Letter Agreement No. 6-1162-TRW-0670 entitled “Miscellaneous Commitments for Model 787 Aircraft” is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. 6-1162-TRW-0670R1 is hereby made part of the Purchase Agreement.

n) Letter Agreement No. 6-1162-TRW-0671 entitled [*CTR] is deleted in its entirety. Letter Agreement No. 6-1162-TRW-0671 is hereby withdrawn from the Purchase Agreement.

o) Letter Agreement No. 6-1162-TRW-0672 entitled [*CTR] is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. 6-1162-TRW-0672R1 is hereby made part of the Purchase Agreement.

p) Letter Agreement No. 6-1162-TRW-0673 entitled “Confidentiality” is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. 6-1162-TRW-0673R1 is hereby made part of the Purchase Agreement.

q) Letter Agreement No. 6-1162-TRW-0674R1 entitled “Business Considerations” is deleted in its entirety and replaced with a revised letter agreement (R2). Letter Agreement No. 6-1162-TRW-0674R2 is hereby made part of the Purchase Agreement.

r) Letter Agreement No. AAL-PA-3219-LA-08836 entitled [*CTR] is added and is hereby made part of the Purchase Agreement.

s) Letter Agreement No. AAL-PA-3219-LA-08837 entitled [*CTR] is added and is hereby made part of the Purchase Agreement.

t) Letter Agreement No. AAL-PA-3219-LA-08838 entitled [*CTR] is added and is hereby made part of the Purchase Agreement.

7. Waiver.

[*CTR]

8. Miscellaneous.

a) References in the Purchase Agreement and any supplemental agreements and associated letter agreements to the tables, exhibits, supplemental exhibits and letter agreements listed in the left column of the below table shall be deemed to refer to the corresponding tables, exhibits, supplemental exhibits and letter agreements listed in the right column of the below table.

 

P.A. No. 3219		SA-3		Page 7
AAL

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Original		Replacement
Table 1 and/or Table 1(R1)		Table 1(R2) and/or Table 2, as applicable
Exhibit A		Exhibit A(R1) and/or Exhibit A2, as applicable
Exhibit B		Exhibit B(R1)
Exhibit C		Exhibit C(R1).
Exhibit BFE1		Exhibit BFE1(R1) and/or Supplemental Exhibit BFE2, as applicable.
Letter Agreement No. 3219-05		Letter Agreement No. 3219-05R1
Letter Agreement No. 3219-06		Letter Agreement No. 3219-06R1
Letter Agreement No. 3219-08		Letter Agreement No. 3219-08R1
Original		Replacement
Letter Agreement No. 6-1162-CLO-1043		Letter Agreement No. 6-1162-CLO-1043R1
Letter Agreement No. 6-1162-CLO-1047		Letter Agreement No. 6-1162-CLO-1047R1
Letter Agreement No. 6-1162-CLO-1049		Letter Agreement No. 6-1162-CLO-1049R1
Letter Agreement No. 6-1162-TRW-0664		Letter Agreement No. 6-1162-TRW-0664R1
Attachments A, B, and C to Letter Agreement No. 6-1162-TRW-0664		Attachments A(R1), B(R1), and C(R1) to Letter Agreement No. 6-1162-TRW-00664R1
Letter Agreement No. 6-1162-TRW-0667		Letter Agreement No. 6-1162-TRW-0667R1
Letter Agreement No. 6-1162-TRW-0668		Letter Agreement No. 6-1162-TRW-0668R1
Letter Agreement No. 6-1162-TRW- 0670		Letter Agreement No. 6-1162-TRW-0670R1
Letter Agreement No. 6-1162-TRW-0672		Letter Agreement No. 6-1162-TRW-0672R1
Letter Agreement No. 6-1162-TRW-0673		Letter Agreement No. 6-1162-TRW-0673R1
Letter Agreement No. 6-1162-TRW-0674R1		Letter Agreement No. 6-1162-TRW-0674R2
Letter Agreements No. 6-1162-CLO-1031 and 6-1162-CLO-1031R1 and 6-1162-TRW-0671		Letter Agreement No. AAL-PA-3219-LA-08837

b) [*CTR]

 

P.A. No. 3219		SA-3		Page 8
AAL

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

The Purchase Agreement will be deemed to be amended to the extent provided herein and as so amended will continue in full force and effect. In the event of any inconsistency between the above provisions and the provisions contained in the referenced exhibits to this SA 3, 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:		/s/ The Boeing Company				By:		/s/ American Airlines, Inc.
Its:		Attorney-In-Fact				Its:		VP Corporate Development and Treasurer

 

P.A. No. 3219		SA-3		Page 9
AAL

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

TABLE OF CONTENTS

 

ARTICLES				SA NUMBER
1.		Quantity, Model and Description		SA-3
2.		Delivery Schedule		SA-3
3.		Price		SA-3
4.		Payment		SA-3
5.		Miscellaneous		SA-3
6.		Confidential Treatment
TABLE
1.		Aircraft Information Table – TRENT		SA-2
1(R2).		787-923 Aircraft Information Table – GENX		SA-3
2.		787-8 Aircraft Information Table – GENX		SA-3
EXHIBIT
A(R1).		Aircraft Configuration for 787-923 Aircraft		SA-3
A2		Aircraft Configuration for 787-8 Aircraft		SA-3
B(R1).		Aircraft Delivery Requirements and Responsibilities		SA-3
C(R1).		Defined Terms		SA-3
SUPPLEMENTAL EXHIBITS
AE1.		[*CTR]
BFE1(R1).		Buyer Furnished Equipment Variables 787-923		SA-3
BFE2.		Buyer Furnished Equipment Variables-787-8		SA-3
CS1.		787 Customer Support Document
EE1.		[*CTR]
EE1.		[*CTR]		SA-2
SLP1.		[*CTR]
LETTER AGREEMENTS
3219-01		[*CTR]
3219-02		Special Terms – Seats and In-Flight Entertainment

 

P.A. No. 3219				SA-3
Table of Contents				Page 1

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT

TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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TABLE OF CONTENTS, continued

 

LETTER AGREEMENTS				SA NUMBER
3219-04		[*CTR]
3219-05R1		Spare Parts Commitments		SA-3
3219-06R1		Spare Parts Initial Provisioning		SA-3
3219-08R1		Open Configuration Matters		SA-3
6-1162-AKP-071R1		Purchase Obligations Terminated per AAL-PA-1977-LA-1105595
6-1162-AKP-072R2		[*CTR] Terminated per AAL-PA-1977-LA-1105595
6-1162-AKP-073R1		Accident Claims and Litigation
6-1162-CLO-1031R1		[*CTR]		SA-2
		[*CTR]		SA-3
6-1162-CLO-1032R1		[*CTR]		SA-3
6-1162-CLO-1039		[*CTR]
6-1162-CLO-1042		[*CTR]
6-1162-CLO-1043R1		787 Inspection Process		SA-3
6-1162-CLO-1045R1		[*CTR]		SA-2
6-1162-CLO-1046R1		[*CTR] Withdrawn		SA-3
6-1162-CLO-1047R1		[*CTR]		SA-3
6-1162-CLO-1048		Final Matters		SA-2
6-1162-CLO-1049R1		CS1 Matters		SA-3
6-1162-TRW-0664R1		Aircraft Purchase Rights and Substitution Rights		SA-3
		Attachment A(R1) – MADP Exercise Dates		SA-3
		Attachment B(R1) – QADP Exercise Dates		SA-3
		Attachment C(R1) – MADP & QADP Rights Aircraft		SA-3
6-1162-TRW-0665		Alternate Engine Selection		SA-2
6-1162-TRW-0666		Trent1000-J Powered 787-9 Performance Retention Commitment		SA-2

 

P.A. No. 3219				SA-3
Table of Contents				Page 2

 

BOEING PROPRIETARY

 

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PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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TABLE OF CONTENTS, continued

 

LETTER AGREEMENTS, Continued				SA NUMBER
6-1162-TRW-0667R1		[*CTR]		SA-3
6-1162-TRW-0668R1		[*CTR]		SA-3
6-1162-TRW-0670R1		Miscellaneous Commitments for Model 787 Aircraft		SA-3
6-1162-TRW-0671		[*CTR] Withdrawn		SA-3
6-1162-TRW-0672R1		[*CTR]		SA-3
6-1162-TRW-0673R1		Confidentiality		SA-3
6-1162-TRW-0674R2		Business Considerations		SA-3
AAL-PA-3219-LA-08836		[*CTR]		SA-3
AAL-PA-3219-LA-08837		[*CTR]		SA-3
AAL-PA-3219-LA-08838		[*CTR]		SA-3
AAL-LA-1106678		Assignment Matters		SA-3

 

P.A. No. 3219				SA-3
Table of Contents				Page 3

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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PURCHASE AGREEMENT NUMBER 3219

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 787 Aircraft

 

SA-3				Articles
P.A. No. 3219				Page 1

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Purchase Agreement No. 3219

between

The Boeing Company

and

American Airlines, Inc.

 

 

This Purchase Agreement No. 3219 dated as of February 1, 2013 between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to the purchase and sale of Model 787 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates and, solely for purposes of the sale by Boeing and purchase by Customer of Model 787 aircraft, amends the terms and conditions of the Aircraft General Terms Agreement dated as of October 31, 1997 between the parties, identified as AGTA-AAL (AGTA).

Article 1. Quantity, Model, and Description.

The aircraft to be delivered to Customer will be designated as Model 787 aircraft (Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in Exhibit A(R1) and Exhibit A2 in the quantities listed in Tables 1(R2) and 2 to this Purchase Agreement.

Article 2. Delivery Schedule.

The Scheduled Delivery Months of the Aircraft are as listed in the attached Tables 1(R2) and 2. Exhibit B(R1) describes certain requirements and responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.

Article 3. Price.

3.1 Aircraft Basic Price. The Aircraft Basic Price [*CTR] for each Aircraft is listed in Tables 1(R2) and 2.

 

P.A. No. 3219				SA-3
Articles				Page 2

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

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3.2 The Advance Payment Base Price. The Advance Payment Base Price for each Aircraft is listed in Tables 1(R2) and 2.

3.3 Aircraft and Advance Payment Price Components. [*CTR]

Article 4. Payment.

4.1 Deposit. Boeing acknowledges receipt of a deposit in the amount shown in Tables 1(R2) and 2 for each Aircraft (Deposit).

4.2 Advance Payments. [*CTR]

4.3 Advance Payments Due. [*CTR]

4.4 Payment of Balance. [*CTR]

Article 5. Miscellaneous.

5.1 Aircraft Information Table. Tables 1(R2) and 2 contain and consolidate information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) Scheduled Delivery Months, (iv) Aircraft Basic Price, (v) applicable escalation factors, (vi) Advance Payment Base Prices, and (vii) Advance Payments and their schedules.

5.2 [*CTR]

5.3 BFE Variables. Supplemental Exhibit BFE1(R1) and Supplemental Exhibit BFE2 to this Purchase Agreement contain vendor selection dates, on-dock dates and other variables applicable to the Aircraft pursuant to the BFE Provisions Document. [*CTR]

5.4 Customer Support Variables. Information, training, support, materials, data, protections, goods and services furnished by Boeing in support of introduction of the Aircraft into Customer's fleet are described in Supplemental Exhibit CS1 (hereinafter referred to as Entitlements). Solely for purposes of the Aircraft, Supplemental Exhibit CS1 supersedes in its entirety Exhibit B to the AGTA, and, for clarity, all references to Exhibit B to the AGTA shall be deemed to refer to Supplemental Exhibit CS1 to the Purchase Agreement. [*CTR]

 

P.A. No. 3219				SA-3
Articles				Page 3

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

5.5 Engine Escalation Variables. [*CTR]

5.6 Service Life Policy Component Variables. Supplemental Exhibit SLP1 to this Purchase Agreement lists the airframe and landing gear components covered by the Service Life Policy for the Aircraft (Covered Components).

5.7 Public Announcement. Boeing may make a public announcement regarding Customer’s purchase of the Aircraft only upon prior written approval of Boeing's press release by Customer. Customer may make such an announcement at its sole discretion.

5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement including, without limitation, the provisions of Article 8 of the AGTA relating to indemnification and insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties. The Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties.

5.9 Defined Terms. Exhibit C(R1) to this Purchase Agreement contains certain defined terms used in the AGTA or elsewhere in this Purchase Agreement. All capitalized terms used in this Purchase Agreement but not otherwise defined shall have the meaning set forth in Exhibit C(R1) to this Purchase Agreement or elsewhere in this Purchase Agreement.

Article 6. Confidential Treatment.

Customer and Boeing understand and agree that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer and Boeing agree to limit the disclosure of its contents to employees of Customer and Boeing with a need to know the contents for purposes of helping Customer and Boeing perform their 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 the other party hereto.

 

P.A. No. 3219				SA-3
Articles				Page 4

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

DATED AS OF FEBRUARY 1, 2013

 

AMERICAN AIRLINES, INC.						THE BOEING COMPANY
BY:		/s/ American Airlines, Inc.				BY:		/s/ The Boeing Company
ITS:		VP Corporate Development				ITS:		Attorney In Fact
		and Treasurer

 

P.A. No. 3219				SA-3
Articles				Page 5

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1(R2) to Purchase Agreement No. PA-03219

787-9 Aircraft Delivery, Description, Price and Advance Payments

 

Airframe Model/MTOW:           787-9		545000 pounds		Detail Specification:		[*CTR]
Engine Model/Thrust:         GENX-1B74/75		74100 pounds		Airframe Price Base Year/Escalation Formula:		[*CTR]		[*CTR]
Airframe Price:		[*CTR]		Engine Price Base Year/Escalation Formula:		[*CTR]		[*CTR]
]]][Optional Features:		[*CTR]
Sub-Total of Airframe and Features:		[*CTR]		Airframe Escalation Data:
Engine Price (Per Aircraft):		[*CTR]		Base Year Index (ECI):		[*CTR]
Aircraft Basic Price (Excluding BFE/SPE):		[*CTR]		Base Year Index (CPI):		[*CTR]
Buyer Furnished Equipment (BFE) Estimate:		[*CTR]		Engine Escalation Data:
				Base Year Index (ECI):		[*CTR]
In-Flight Entertainment (IFE) Estimate:		[*CTR]		Base Year Index (CPI):		[*CTR]
Deposit per Aircraft:		[*CTR]

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Escalation Factor (Engine)

Manufacturer Serial No.

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03219 61897-1F.TXT		Boeing Proprietary		SA-3, Table 1R(2), Page 1

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1(R2) to Purchase Agreement No. PA-03219

787-9 Aircraft Delivery, Description, Price and Advance Payments

 

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03219 61897-1F.TXT		Boeing Proprietary		SA-3, Table 1R(2), Page 2

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1(R2) to Purchase Agreement No. PA-03219

787-9 Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Escalation Factor (Engine)

Manufacturer Serial No.

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[$70,965,000]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Total:

30

 

AAL-PA-03219 61897-1F.TXT		Boeing Proprietary		SA-3, Table 1R(2), Page 3

 

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---

Table 2 to

Purchase Agreement No. PA-03219

787-8 Aircraft Delivery, Description, Price and Advance Payments

 

Airframe Model/MTOW:           787-8		502,500 pounds		Detail Specification:		[*CTR]
Engine Model/Thrust:           GENX-1B70		69,800 pounds		Airframe Price Base Year/Escalation Formula:		[*CTR]
Airframe Price:		[*CTR]		Engine Price Base Year/Escalation Formula:		[*CTR]
Optional Features:		[*CTR]
Sub-Total of Airframe and Features:		[*CTR]]		Airframe Escalation Data:]
Engine Price (Per Aircraft):		[*CTR]		Base Year Index (ECI):		[*CTR]
Aircraft Basic Price (Excluding BFE/SPE):		[*CTR]		Base Year Index (CPI):		[*CTR]
Buyer Furnished Equipment (BFE) Estimate:		[*CTR]		Engine Escalation Data:]
				Base Year Index (ECI):		[*CTR]
In-Flight Entertainment (IFE) Estimate:		[*CTR]		Base Year Index (CPI):		[*CTR]
Deposit per Aircraft:		[*CTR]

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Escalation Factor (Engine)

Manufacturer Serial No.

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[$9,394,100]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]]

[*CTR]

[*CTR]

Total:

12

 

AAL-PA-03219 61918-1F.TXT		Boeing Proprietary		SA-3, Table 2, Page 1

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Exhibit A(R1) to Purchase Agreement Number 3219

 

P.A. No. 3219		SA-3		Exhibit A(R1)

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

AIRCRAFT CONFIGURATION

Dated as of the Effective Date

relating to

BOEING MODEL 787-923 AIRCRAFT

1. [*CTR]

 

P.A. No. 3219		SA-3		Exhibit A(R1)

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Exhibit A2 to Purchase Agreement Number 3219

 

P.A. No. 3219		SA-3		Exhibit A2

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

AIRCRAFT CONFIGURATION

Dated as of the Effective Date

relating to

BOEING MODEL 787-8 AIRCRAFT

1. [*CTR]

 

P.A. No. 3219		SA-3		Exhibit A2

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Exhibit B(R1) to Purchase Agreement Number 3219

 

P.A. No. 3219		SA-3		Exhibit B(R1)

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 787 AIRCRAFT

Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B(R1) documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.

1. GOVERNMENT DOCUMENTATION REQUIREMENTS.

Certain actions are required to be taken by Customer in advance of the Scheduled Delivery Month of each Aircraft with respect to obtaining certain government issued documentation.

1.1 Airworthiness and Registration Documents.

Not later than [*CTR] prior to delivery of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side of the Aircraft. In addition, and not later than [*CTR] prior to delivery of each Aircraft, Customer will, by letter to the regulatory authority having jurisdiction, authorize the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Aircraft.

Customer is responsible for furnishing any temporary or permanent registration certificates required by any Governmental Authority having jurisdiction to be displayed aboard the Aircraft after delivery.

1.2 Certificate of Sanitary Construction.

U.S. Registered Aircraft. Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft after delivery to Customer.

2. INSURANCE CERTIFICATES.

Insurance certificate requirements are defined in Article 8 of the AGTA.

 

P.A. No. 3219		SA-3		Exhibit B(R1), Page-1

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

3. NOTICE OF FLYAWAY CONFIGURATION.

3.1 Flyaway Configuration Notice.

Not later than [*CTR] prior to delivery of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested flyaway configuration of the Aircraft for its ferry flight. This configuration letter should include:

 

(i)

the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method of payment for such fuel, and fuel load for the ferry flight;

 

(ii)

the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling;

 

(iii)

any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer's subsequent Aircraft.

The information contained in such configuration letter may be changed from time to time by the mutual consent of Boeing and Customer.

3.2 Ferry Flight Information.

Customer will provide to Boeing at least [*CTR] prior to delivery of each Aircraft:

(i) a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and

(ii) a complete ferry flight itinerary.

4. DELIVERY ACTIONS BY BOEING.

4.1 Schedule of Inspections. [*CTR]

4.2 Schedule of Demonstration Flights. [*CTR]

4.3 Schedule for Customer's Flight Crew. Boeing will inform Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft.

 

P.A. No. 3219		SA-3		Exhibit B(R1), Page-2

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

4.3.1 [*CTR]

[*CTR]

4.4 [*CTR]

4.5 [*CTR]

4.6 Delivery Papers, Documents and Data. [*CTR]

4.7 Delegation of Authority. Boeing will present a certified copy of a Resolution of Boeing's Board of Directors, designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft including the person executing the transfer of title documents.

4.8 Standard Airworthiness Certificate. Boeing will provide at delivery of each Aircraft the Standard Airworthiness Certificate [*CTR]

5. DELIVERY ACTIONS BY CUSTOMER.

5.1 Aircraft Radio Station License. At delivery Customer will provide a copy of its Aircraft Radio Station License (or a written statement of the location of the original license) to be placed on board the Aircraft following delivery.

5.2 Aircraft Flight Log. At delivery Customer will provide the Aircraft Flight Log for the Aircraft.

5.3 Delegation of Authority. Customer will present to Boeing at delivery of the Aircraft an original or certified copy of Customer's Delegation of Authority designating and authorizing certain persons to act on its behalf in connection with delivery of the specified Aircraft.

 

P.A. No. 3219		SA-3		Exhibit B(R1), Page-3

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

PURCHASE AGREEMENT DEFINITIONS

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Exhibit C(R1) to Purchase Agreement Number 3219

 

P.A. No. 3219		SA-3		Exhibit C(R1)

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

PURCHASE AGREEMENT DEFINITIONS

Dated February 1, 2013

relating to

BOEING MODEL 787 AIRCRAFT

I. Definitions.

The following terms, when used in capitalized form in this Purchase Agreement, including the AGTA and any exhibits, schedules, attachments, supplements, amendments and letter agreements to this Purchase Agreement, have the following meanings:

Advance Payments means the payments made by Customer in advance of delivery with respect of an Aircraft pursuant to Section 4.2 of the Purchase Agreement.

Advance Payment Base Price has the meaning set forth in Section 2.1.6 of the AGTA.

Affiliate, with respect to a specified Person, means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, control when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing.

AGTA has the meaning set forth in the recital of the Aircraft General Terms Agreement dated October 31, 1997 between Boeing and Customer.

Aircraft means any or all, as the context requires, of the Boeing Model 787 aircraft described in Tables 1(R2) and 2 to the Purchase Agreement, together with the Engines and Parts that are incorporated or installed in or attached to such aircraft.

Aircraft Basic Price has the meaning set forth in Section 2.1.4 of the AGTA.

Aircraft Software has the meaning set forth in Part 1 of the Product Assurance Document.

 

P.A. No. 3219		SA-3		Exhibit C(R1), Page-1
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Aircraft Price has the meaning set forth in Section 2.1.7 of the AGTA.

Airframe Escalation Adjustment Document has the meaning set forth in Section 2.1.5 of the AGTA.

Airframe Price has the meaning set forth in Section 2.1.1 of the AGTA.

ATA has the meaning set forth in Section 1 to Part 3 of the Customer Support Document.

Authorized Agent has the meaning set forth in Part 1 of the Product Assurance Document.

Average Direct Hourly Labor Rate has the meaning set forth in Part 1 of the Product Assurance Document.

BFE Provisions Document means the Buyer Furnished Equipment Provisions Document attached to the AGTA as Exhibit A.

Boeing has the meaning set forth in the recital of the AGTA.

Boeing Product has the meaning set forth in Part 1 of the Product Assurance Document.

Buyer Furnished Equipment or BFE has the meaning set forth in Section 1.2 of the AGTA.

Correct or Correction has the meaning set forth in Part 1 of the Product Assurance Document.

Corrected Boeing Product has the meaning set forth in Part 1 of the Product Assurance Document.

Customer has the meaning set forth in the recital of the AGTA.

[*CTR]

Deposit means the deposit made by Customer in respect of an Aircraft pursuant to Section 4.1 of the Purchase Agreement.

 

P.A. No. 3219		SA-3		Exhibit C(R1), Page-2
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Detail Specification means the Detail Specification identified in Exhibit A(R1) and A2 to the Purchase Agreement, as the same is amended from time to time by Boeing and Customer pursuant to Article 4 of the AGTA.

Development Changes has the meaning set forth in Section 4.2 of the AGTA.

Direct Labor has the meaning set forth in Part 1 of the Product Assurance Document.

Direct Materials has the meaning set forth in Part 1 of the Product Assurance Document.

Documents has the meaning set forth in AGTA-AAL, within the first paragraph of section 1 of Part 3 of Exhibit B to the Customer Support Document.

Engine means each of the two engines installed on the Aircraft and identified on Tables 1(R2) and 2 to the Purchase Agreement, together with any and all Parts incorporated or installed in or attached to each such engine.

Engine Price has the meaning set forth in Section 2.1.3 of the AGTA.

[*CTR]

Engine Supplier means the manufacturer of the Engine.

Escalation Adjustment has the meaning set forth in Section 2.1.5 of the AGTA.

Excusable Delay has the meaning set forth in Section 7.1 of the AGTA.

FAA means the Federal Aviation Administration of the United States of America and any agency or instrumentality of the United States government succeeding to its functions.

Failed Component has the meaning set forth in Section 1 of Part 3 to the Product Assurance Document.

Failure has the meaning set forth in Section 1 of Part 3 to the Product Assurance Document.

Federal Aviation Regulations means the regulations promulgated by the FAA from time to time and any official interpretations thereof.

 

P.A. No. 3219		SA-3		Exhibit C(R1), Page-3
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Field Services has the meaning set forth in Section 1 of Part 2 to the Customer Support Document.

Governmental Authority means any federal, state, county, local or foreign governmental entity or municipality or subdivision thereof or any authority, arbitrator, department, commission, board, bureau, body, agency, court or other agency or instrumentality thereof.

Governmental Regulations means: (1) the Type Certificate for the Aircraft; (2) any other certification, license or approval issued or required for the Aircraft by the FAA or any other Governmental Authority having jurisdiction over Boeing or the Aircraft; (3) any other law, rule, order or regulation of the United States Government or any agency or instrumentality thereof, having jurisdiction over the Aircraft or Boeing; (4) all regulations and official interpretations of the certification, license, or approval requirements described in (1), (2) and (3) above; and (5) all airworthiness directives issued by the FAA.

Interface Problem has the meaning set forth in Section 1 of Part 5 of the Product Assurance Document.

Manufacturer Change has the meaning set forth in Section 3.2.1 of the AGTA.

Operator Changes has the meaning set forth in Section 3.3.1 of the AGTA.

Optional Features means those Parts identified as optional features in the Detail Specification.

Optional Features Prices has the meaning set forth in Section 2.1.2 of the AGTA.

Parts means any and all appliances, parts, instruments, appurtenances, accessories, furnishings, and other equipment or property of whatever nature incorporated or installed in or attached to an Aircraft upon delivery or otherwise pursuant to the Purchase Agreement.

Performance Guarantees has the meaning set forth in Section 5.4 of the AGTA.

 

P.A. No. 3219		SA-3		Exhibit C(R1), Page-4
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Person means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

Policy has the meaning set forth in Section 1 of Part 3 of the Product Assurance Document.

Product Assurance Document means the Product Assurance Document attached to the AGTA as Exhibit C.

Proprietary Information has the meaning set forth in Section 1 of Part 5 to the Customer Support Document.

Proprietary Materials has the meaning set forth in Section 1 of Part 5 to the Customer Support Document.

Purchase Agreement means Purchase Agreement No. 3219, of even date herewith, between Boeing and Customer for the purchase of the Aircraft, including, without limitation, the AGTA and any exhibits, schedules, attachments, supplements, amendments and letter agreements to such Purchase Agreement.

Scheduled Delivery Month means, with respect to an Aircraft, the scheduled month and year of delivery for such Aircraft as set forth in Section 2 of the Purchase Agreement.

Seller Furnished Equipment or SFE means those Parts incorporated or installed in, or attached to, the Aircraft by Boeing and designated as “seller furnished equipment.”

Seller Purchased Equipment or SPE means those Parts incorporated or installed in, or attached to, the Aircraft by Boeing and designated as “seller purchased equipment.”

SLP Component has the meaning set forth in Section 1 of Part 3 of Product Assurance Document.

Standard Airworthiness Certificate means a standard airworthiness certificate for transport category aircraft applicable to an Aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation Regulations (or any successor regulations).

 

P.A. No. 3219		SA-3		Exhibit C(R1), Page-5
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Stipulated Rate has the meaning set forth in Section 1.3 of Letter Agreement No. 6-1162-TRW-0670R1.

Supplier Product has the meaning set forth in Part 1 of the Product Assurance Document.

Suppliers has the meaning set forth in Section 1 of Part 4 of the Product Assurance Document.

Taxes has the meaning set forth in Section 2.2 of the AGTA.

Type Certificate means a type certificate for transport category aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation Regulations or any successor regulation.

Warranty Inspections has the meaning set forth in Part 1 of the Product Assurance Document.

II. Interpretive Provisions.

When reference is made to an article, section, attachment, exhibit, schedule or supplement of the AGTA or a Purchase Agreement without further reference to a particular letter agreement, attachment, exhibit, schedule or supplement thereto, such reference shall be deemed to be a reference to the main text of the AGTA or such Purchase Agreement, respectively.

 

P.A. No. 3219		SA-3		Exhibit C(R1), Page-6
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Supplemental Exhibit BFE1(R1) to Purchase Agreement Number 3219

 

P.A. No. 3219		SA-3		Supp. Ex. BFE1(R1)
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 787-923 AIRCRAFT

This Supplemental Exhibit BFE1(R1) 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:

 

[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

2. Certification Document.

[*CTR]

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.

4. Delivery Dates and Other Information

[*CTR]

 

Item		Preliminary On-Dock Dates

 

P.A. No. 3219		SA-3		Supp. Ex. BFE1(R1) , Page-1
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Premium Class (PC) Seats		[*CTR]
[*CTR]		[*CTR]
Lifevests		[*CTR]
(As specified in Option Number                     )
Galley Meal Carts		[*CTR]
(As specified in Option Number                     )

 

P.A. No. 3219		SA-3		Supp. Ex. BFE1(R1), Page-2
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Supplemental Exhibit BFE2 to Purchase Agreement Number 3219

 

P.A. No. 3219		SA-3		Supp. Ex. BFE2
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 787-8 AIRCRAFT

This Supplemental Exhibit BFE2 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:

 

[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

2. Certification Document.

[*CTR]

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.

4. Delivery Dates and Other Information

[*CTR]

 

P.A. No. 3219		SA-3		Supp. Ex. BFE2, Page-1
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Item		Preliminary On-Dock Dates
Premium Class (PC) Seats		[*CTR]
[*CTR]		[*CTR]
Lifevests		[*CTR]
(As specified in Option Number                     )
Galley Meal Carts		[*CTR]
(As specified in Option Number                     )

 

P.A. No. 3219		SA-3		Supp. Ex. BFE2, Page-2
		BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

3219-05R1

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		Spare Parts Commitments
References:		a)		Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
		b)		Customer Services General Terms Agreement No. 23-1 (CSGTA) between Boeing and Customer

 

This letter agreement (Letter Agreement) is entered into as of the date set forth below, and amends and supplements the CSGTA solely for purposes of Boeing 787 aircraft. All capitalized terms used but not defined in this Letter Agreement have the same meaning as in the CSGTA, except for “Aircraft” which will have the meaning as defined in the Purchase Agreement. Unless otherwise stated all references in this Letter Agreement to Articles refer to the Articles contained this Letter Agreement. In consideration of Customer’s purchase of the Aircraft, [*CTR].

1. Definitions.

1.1 Customer’s Demand Date means the delivery date specified by Customer in its Order to Boeing for a Spare Part.

1.2 Customer Hold Time means the period of time between the date on which Boeing requests a decision, information or act related to a material issue from Customer and the date Customer provides such decision or information or performs such act. This includes, but is not limited to time expended (i) waiting for Customer’s clarification of missing order data or Customer’s approval of Boeing’s quote for goods or services, (ii) resolving order discrepancies or technical discrepancies, (iii) obtaining engineering decisions from Customer, (iv) waiting for receipt of a part which has been shipped to a location other than the designated Boeing service center, and (v) resolving any Boeing constraints on processing an Order due to the status of Customer’s credit with Boeing.

 

P.A. No. 3219		SA-3		L.A.3219-05R1
Spare Parts Commitment				Page 1
BOEING PROPRIETARY

 

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1.3 Beyond Economic Repair or BER is the term applied to a part whose repair or overhaul [*CTR]

1.4 Order Date means the date on which an Order is established in accordance with the provisions of the CSGTA.

1.5 Shelf Stock Part means at any time a Spares Prone Part that [*CTR]

1.6 Spares Prone Part means a Boeing Spare Part that is identified and recommended by Boeing in its provisioning data as a part that for the life of the Aircraft can be expected to be replaced during normal aircraft line maintenance or during overhaul of line replaceable units due to, failure, wear, deterioration, maintenance, damage, loss, corrosion, vibration, or temperature.

2. Delivery Commitment for New Spare Parts.

2.1 Boeing will deliver in accordance with the provisions of the CSGTA within the lead times specified below, Boeing Spare Parts other than (i) Boeing Spare Parts ordered as part of Customer’s initial provisioning for an Aircraft or (ii) kits; provided that such Boeing Spare Parts are Ordered after the execution of this Letter Agreement, and are in continuous production for an aircraft model in production on the Order Date.

2.1.1 A Shelf Stock Part will ship either [*CTR].

2.1.2 A Spares Prone Part that is not a Shelf Stock Part will ship either [*CTR].

2.2 For Boeing Spare Parts not in continuous production on the Order Date, Boeing will expend reasonable efforts to meet Customer’s Demand Date.

3. Remedies Regarding Delivery.

3.1 If Boeing anticipates it will be unable to ship a Boeing Spare Part within the applicable commitment time described in Article 2.1, Boeing may take one or more of the following actions

3.1.1 [*CTR]

3.1.2 [*CTR]

3.1.3 [*CTR]

 

P.A. No. 3219		SA-3		L.A.3219-05R1
Spare Parts Commitment				Page 2
BOEING PROPRIETARY

 

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3.2 [*CTR]

3.3 Subject to the limitations described in Article 3.4, if Boeing does not satisfy the requirements of Article 2.1 through one or more of the actions described in Article 3.1, [*CTR]

3.4 The provisions of Article 3.3 will not apply to delay in delivery which is due to (i) the failure of Customer’s carrier to take possession of the Boeing Spare Parts, or (ii) is otherwise permitted by applicable law or contract, including without limitation any provisions relating to excusable delay.

3.5 [*CTR]

4. Spare Part Price Escalation.

[*CTR]

5. Spare Part Price Formula.

5.1 [*CTR]

5.2. [*CTR]

5.3 Any rounding of a number, as required under this Article 5 will be accomplished as follows: if the first digit of the portion to be dropped from the number to be rounded is five or greater, the preceding digit will be raised to the next highest number.

 

6.	Processing Time Commitment for Spare Prone Parts Returned for Repair or Overhaul.

6.1 [*CTR] A Spares Prone Part meeting the criteria defined in this Article 6.1 shall be called a Qualifying In-Production Spares Prone Part.

6.2 [*CTR]

6.3 [*CTR]

6.4 [*CTR]

7. Remedies Regarding Processing Time.

7.1 [*CTR]

 

P.A. No. 3219		SA-3		L.A.3219-05R1
Spare Parts Commitment				Page 3
BOEING PROPRIETARY

 

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7.1.1 [*CTR]

7.1.2 [*CTR]

7.1.3 [*CTR]

7.2 If as a result of an action described in Article 7.1, Boeing provides to Customer a suitable repaired or overhauled Qualifying In-Production Spares Prone Part within the commitment periods described in Article 6.2, or provides reimbursement in accordance with Article 7.1.3, and in either case, thereafter completes the applicable contract as soon as such repaired or overhauled part is available for shipment, Boeing will be deemed to have satisfied the commitments described in Article 6.2.

7.3 [*CTR]

7.4 The provisions of Article 7.3 will not apply to delay in delivery which is due to (i) Customer Hold Time, (ii) the failure of Customer’s carrier to take possession of the applicable Qualifying In-Production Spares Prone Part, or (iii) is otherwise permitted by applicable law or contract, including without limitation any provisions relating to excusable delay.

7.5 The remedies provided in this Article 7 are Customer’s exclusive remedies for Boeing’s failure to comply with the provisions of Article 6.2 and are in lieu of all other damages, claims and remedies of Customer arising at law or otherwise for any failure to meet Customer’s delivery requirements. Customer hereby waives and renounces all other claims and remedies arising at law or otherwise for any such failure to meet Customer’s delivery requirements.

8. Substitution for Obsolete Spare Parts.

After delivery of the first Aircraft, if any unused and undamaged Spare Part purchased by Customer from Boeing for the Aircraft, or other aircraft in Customer’s fleet of the same model type, is rendered obsolete and unusable due to a Boeing initiated change that results in a redesign of the Aircraft or any accessory, equipment or part thereof, (other than a redesign at Customer’s request), [*CTR].

9. Order of Precedence.

In the event of any inconsistency between the terms of this Letter Agreement and the terms of any other provisions of the CSGTA, the terms of this Letter Agreement shall control.

 

P.A. No. 3219		SA-3		L.A.3219-05R1
Spare Parts Commitment				Page 4
BOEING PROPRIETARY

 

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10. Further Discussions.

Boeing and Customer agree and understand that Customer may want to pursue other types of spares provisioning programs, which Boeing may offer now or in the future as well as a unique program, which Customer may suggest. Boeing agrees to enter into good-faith negotiations with Customer on the aforementioned topics.

 

Very truly yours,   THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. 3219		SA-3		L.A.3219-05R1
Spare Parts Commitment				Page 5
BOEING PROPRIETARY

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

3219-06R1

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport

Texas 75261-9616

 

Subject:		Spare Parts Initial Provisioning
References:		a)		Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
		b)		Customer Services General Terms Agreement No. 23-1 (CSGTA) between Boeing and Customer

This letter agreement (Letter Agreement) is entered into on the date below and amends and supplements the CSGTA. All capitalized terms used but not defined in this Letter Agreement have the same meaning as in the CSGTA, except for “Aircraft” which will have the meaning as defined in the Purchase Agreement.

In order to define the process by which Boeing and Customer will (i) identify those Spare Parts and Standards critical to Customer’s successful introduction of the Aircraft into service and its continued operation, (ii) place Orders under the provisions of the CSGTA as supplemented by the provisions of this Letter Agreement for those Spare Parts and Standards, and (iii) manage the return of certain of those Spare Parts which Customer does not use, the parties agree as follows.

1. Definitions.

Provisioning Data means the documentation provided by Boeing to Customer, including but not limited to the Recommended Spare Parts List (RSPL), identifying all Boeing initial provisioning requirements for the Aircraft.

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

Provisioning Items means the Spare Parts and Standards identified by Boeing as initial provisioning requirements in support of the Aircraft, excluding special tools, ground support equipment (GSE), engines and engine parts.

Provisioning Products Guide means the Boeing Manual D6-81834 entitled “Spares Provisioning Products Guide”.

2. Phased Provisioning.

2.1 Provisioning Products Guide. Prior to the initial provisioning meeting Boeing will furnish to Customer a copy of the Provisioning Products Guide.

2.2 Initial Provisioning Meeting. On or about twelve (12) months prior to delivery of the first Aircraft the parties will conduct an initial provisioning meeting where the procedures, schedules, and requirements for training will be established to accomplish phased provisioning of Spare Parts and Standards for the Aircraft in accordance with the Provisioning Products Guide. If the lead time from execution of the Purchase Agreement until delivery of the first Aircraft is less than twelve (12) months, the initial provisioning meeting will be established as soon as reasonably possible after execution of the Purchase Agreement.

2.3 Provisioning Data. During the initial provisioning meeting Customer will provide to Boeing the operational parameter information described in Chapter 6 of the Provisioning Products Guide. After review and acceptance by Boeing of such Customer information, Boeing will prepare the Provisioning Data. Such Provisioning Data will be furnished to Customer on or about [*CTR] after Boeing finalizes the engineering drawings for the Aircraft. The Provisioning Data will be as complete as possible and will cover Provisioning Items selected by Boeing for review by Customer for initial provisioning of Spare Parts and Standards for the Aircraft. Boeing will furnish to Customer revisions to the Provisioning Data until [*CTR].

2.4 Buyer Furnished Equipment (BFE) Provisioning Data. Unless otherwise advised by Boeing, Customer will provide or insure its BFE suppliers provide to Boeing the BFE data in scope and format acceptable to Boeing, in accordance with the schedule established during the initial provisioning meeting.

 

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3. Purchase from Boeing of Spare Parts and Standards as Initial Provisioning for the Aircraft.

3.1 Schedule. In accordance with schedules established during the initial provisioning meeting, Customer may place Orders for Provisioning Items and any GSE, special tools, QEC kits, or engine spare parts, which Customer determines it will initially require for maintenance, overhaul and servicing of the Aircraft and/or engines.

3.2 Prices of Initial Provisioning Spare Parts.

3.2.1 Boeing Spare Parts. [*CTR]

3.2.2 Supplier Spare Parts. [*CTR]

3.3 Standards Kits, Raw Material Kits, Bulk Materials Kits and Service Bulletin Kits. In accordance with schedules established during the initial provisioning meeting, Boeing will furnish to Customer a listing of all components, which could be included in the Standards kits, raw material kits, bulk materials kits and service bulletin kits, which may be purchased by Customer from Boeing. Customer will select, and provide to Boeing its desired content for the kits. Boeing will furnish to Customer as soon as practicable thereafter a statement setting forth a firm price for such kits. Customer will place Orders with Boeing for the kits in accordance with schedules established during the initial provisioning meeting.

4. Delivery.

For Spare Parts and Standards ordered by Customer in accordance with Article 3 of this Letter Agreement, Boeing will, insofar as reasonably possible, deliver to Customer such Spare Parts and Standards on dates reasonably calculated to conform to Customer's anticipated needs in view of the scheduled deliveries of the Aircraft. Customer and Boeing will agree upon the date to begin delivery of the provisioning Spare Parts and Standards ordered in accordance with this Letter Agreement. Where appropriate, Boeing will arrange for shipment of such Spare Parts and Standards which are manufactured by suppliers directly to Customer from the applicable supplier's facility. The routing and method of shipment for initial deliveries and all subsequent deliveries of such Spare Parts and Standards will be as established at the initial provisioning meeting and thereafter by mutual agreement.

 

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5. Substitution for Obsolete Spare Parts.

5.1 Obligation to Substitute Pre-Delivery. [*CTR]

5.2 Delivery of Obsolete Spare Parts and Substitutes. Obsolete or unusable Spare Parts returned by Customer pursuant to this Article 5 will be delivered to Boeing F.O.B. at its Seattle Distribution Center or such other destination as Boeing may reasonably designate. Spare Parts substituted for such returned obsolete or unusable Spare Parts will be delivered to Customer in accordance with the CSGTA. [*CTR]

6. Repurchase of Provisioning Items.

6.1 Obligation to Repurchase. [*CTR]

6.2 Exceptions. [*CTR]

6.3 Notification and Format. Customer will notify Boeing, in writing when Customer desires to return Provisioning Items under the provisions of this Article 6. Customer's notification will include a detailed summary, in part number sequence, of the Provisioning Items Customer desires to return. Such summary will be in the form of listings, tapes, diskettes or other media as may be mutually agreed between Boeing and Customer and will include part number, nomenclature, purchase order number, purchase order date and quantity to be returned. [*CTR]

6.4 Review and Acceptance by Boeing. Upon completion of Boeing's review of any detailed summary submitted by Customer pursuant to Article 6.3, Boeing will issue to Customer a Material Return Authorization (MRA) for those Provisioning Items Boeing agrees are eligible for repurchase in accordance with this Article 6. Boeing will advise Customer of the reason that any Provisioning Item included in Customer's detailed summary is not eligible for return. [*CTR]

6.5 Price and Payment. [*CTR]

6.6 Delivery of Repurchased Provisioning Items. Provisioning Items repurchased by Boeing pursuant to this Article 6 will be delivered to Boeing F.O.B. at its Seattle Distribution Center or such other destination as Boeing may reasonably designate.

 

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7. Title and Risk of Loss.

Title and risk of loss of any Spare Parts or Standards delivered to Customer by Boeing in accordance with this Letter Agreement will pass from Boeing to Customer in accordance with the applicable provisions of the CSGTA. Title to and risk of loss of any Spare Parts or Standards returned to Boeing by Customer in accordance with this Letter Agreement will pass to Boeing upon delivery of such Spare Parts or Standards to Boeing in accordance with the provisions of Article 5.2 or Article 6.6, herein, as appropriate.

8. Termination for Excusable Delay.

In the event of termination of the Purchase Agreement pursuant to Article 7 of the AGTA with respect to any Aircraft, such termination will, [*CTR].

9. Order of Precedence.

In the event of any inconsistency between the terms of this Letter Agreement and the terms of any other provisions of the CSGTA, the terms of this Letter Agreement will control.

 

Very truly yours,   THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

3219-08R1

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport

Texas 75261-9616

 

Subject:		Open Configuration Matters
Reference:		Purchase Agreement 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)

This Letter Agreement amends the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

1. Definitions.

[*CTR]

[*CTR]

[*CTR]

2. Aircraft Configuration.

2.1 Initial Configuration 787-923.

2.1.1 The initial configuration of Customer's Model 787-923 Aircraft has been defined by Aircraft Configuration Specification 787B1-4102-Rev B, July 9, 2007 as described in Article 1 and Exhibit A(R1) of the Purchase Agreement (787-923 Aircraft Configuration). [*CTR].

2.1.2 [*CTR]

2.1.3 [*CTR]

2.1.4 [*CTR]

2.2 Final Configuration Schedule 787-923. [*CTR].

 

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2.3 Initial Configuration 787-8.

2.3.1 The initial configuration of Customer's Model 787-8 Aircraft has been defined by Detail Specification 787B1-4102-Rev F, March 28, 2012 as described in Article 1 and Exhibit A2 of the Purchase Agreement (787-8 Aircraft Configuration). [*CTR]

2.3.2 [*CTR]

2.3.3 [*CTR]

2.3.4 [*CTR]

2.4 Final Configuration Schedule 787-8. [*CTR]

 

3.	Effect on Purchase Agreement.

3.1 Basic Specification. Changes applicable to the basic Model 787-9 and to the Model 787-8 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and completion of the final configuration review described in paragraphs 2.2 and 2.4 above will be incorporated into the 787-923 Aircraft Configuration and the 787-8 Aircraft Configuration by written amendment.

3.2 Intentionally Omitted.

3.3 Performance Guarantees. [*CTR]

3.4 Price Adjustments.

3.4.1 [*CTR]

3.4.2 [*CTR]

3.4.3 [*CTR]

3.4.3.1 [*CTR]

3.4.3.2 [*CTR]

 

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Figure 1

 

Article 3.4.3.2 Table		787-923		787-8
[*CTR]		[*CTR]		[*CTR]

3.4.3.3 [*CTR]

4. Purchase Agreement Amendment.

4.1 Within [*CTR] following final 787-923 and 787-8 Aircraft Configuration of the Boeing Model 787-923 and 787-8 Aircraft, Boeing and Customer will execute a separate written amendment to the Purchase Agreement for the Boeing Model 787-923 and 787-8 aircraft to reflect the following:

4.1.1 Incorporation of those Optional Features which have been agreed to by Customer and Boeing (Customer Configuration Changes) into Exhibit A(R1) (787-923 aircraft) and Exhibit A2 (787-8 aircraft) of the Purchase Agreement; and

4.1.2 [*CTR]

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

5. Confidential Treatment.

The confidentiality of this Letter Agreement is governed by Letter Agreement 6-1162-TRW-0673R1 entitled “Confidentiality”.

 

Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

6-1162-CLO-1043R1

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport

Texas 75261-9616

 

Subject:		787 Inspection Process
Reference:		Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 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. Inspection Process

The AGTA is hereby amended by adding the following new Section 5.6 immediately following Section 5.5 of the AGTA for the 787 Aircraft, the intent of which is to define the 787 inspection process [*CTR]. Notwithstanding the foregoing, the representations, warranties, indemnities and agreements of Boeing made in the AGTA or the Purchase Agreement shall not be affected or deemed waived by reason of any investigation made by Customer pursuant to this Letter Agreement.

“5.6 Inspection Process.

5.6.1 787 Inspection Procedures.

The 787 customer inspection program is similar to other Boeing commercial customer inspection systems with modifications, which are required to support the shortened manufacturing cycle of the 787. [*CTR]. Boeing will make available to Customer on a non-disruption and non-interference basis, access to the 787 Aircraft to perform certain Customer inspections, pursuant to the Customer Quality Support document in Attachment A hereto (which may be amended or supplemented from time to time), except as depicted in paragraph 5.6.2 below.

 

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5.6.2 General.

CQS will facilitate Customer’s inspections of the 787 Aircraft during the manufacturing process through a standard set of hardware inspection opportunities, technical reviews, and data sharing. As an accommodation for the Customer, [*CTR].”

2. Assignment

This Letter Agreement is being provided to Customer as an accommodation and cannot be assigned, in whole or in part, without the prior written consent of Boeing, which such consent shall not be unreasonably withheld or delayed.

3. Confidential Treatment.

Customer understands and agrees that certain commercial and/or financial information contained in this Letter Agreement are considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity, except as may be required by law or governmental regulations.

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

If the foregoing correctly sets forth your understanding or our agreement with respect to the matters set forth above, please indicate your acceptance and approval below. This Letter Agreement will become effective upon signature by Boeing and Customer.

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

6-1162-CLO-1047R1

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport

Texas 75261-9616

 

Subject:		[*CTR]
Reference:		Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (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. [*CTR]

1.1 [*CTR].

1.2 [*CTR].

1.3 [*CTR].

1.4 [*CTR].

1.5 [*CTR].

1.6 [*CTR].

1.7 [*CTR].

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.

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

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:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 3219		SA-3		L.A. 6-1162-CLO-1047R1
[*CTR]				Page 2

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

6-1162-CLO-1049R1

 

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport

Texas 75261-9616

 

Subject:		CS1 Matters
References:		(a)    Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)
		(b)    Supplemental Exhibit CS1 entitled 787 Product Support Document

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.

This letter sets forth terms and conditions, which are beyond Boeing’s normal product support offering as set forth in reference (b).

1. Part 1, paragraph 5.9 regarding Additional Terms and Conditions.

The following sentence is hereby added to the end of paragraph 5.9 of Part 1 of reference (b):

[*CTR]

2. Part 2, paragraph 1.1 regarding Field Service Representation.

The following paragraph replaces and supersedes paragraph 1.1 of Part 2 of reference (b):

[*CTR]

 

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3. Part 2, par. 2.1.4 regarding Engineering Support Services.

The following paragraph replaces and supersedes paragraph 2.1.4 of Part 2 of reference (b):

[*CTR]

4. Part 3, par. 6 regarding Revisions.

The following paragraphs are added after paragraph 6.1 of Part 3 of reference (b):

“6.2 [*CTR]

6.3 [*CTR]

6.4 [*CTR]”

5. Part 3, par. 7 regarding Supplier Technical Data.

The following paragraphs are added following paragraph 7.3 of Part 3 of reference (b):

“7.4 [*CTR]

7.5 [*CTR]

7.6 Customer will be supplied with the following supplier technical data for repairable equipment:

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

(iv) [*CTR]

(v) [*CTR]”

6. Part 6 regarding Other.

Part 6 entitled “Other” as set forth below is hereby added to reference (b).

“787 CUSTOMER SUPPORT DOCUMENT

 

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PART 6: OTHER

1 Additional Technical Data and Documents.

[*CTR]”

7. 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.

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

8. 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:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

6-1162-TRW-0664R1

American Airlines, Inc.

P.O. Box 619616

Dallas/Ft. Worth Airport, Texas 75261-9616

 

Subject:		Aircraft Purchase Rights and Substitution Rights
Reference:		Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)

This letter agreement (Letter Agreement) is entered into on the date below, and constitutes a part of the Purchase Agreement, as the same may hereafter be amended, modified or supplemented and including, without limitation, as part thereof the exhibits, appendices, schedules, attachments and letter agreements thereto.

[*CTR]

[*CTR]

1. Definitions. Capitalized terms used herein and not defined pursuant to this Letter Agreement have the meanings set forth in the Purchase Agreement. The following terms, when used in capitalized form, have the following meanings:

Applicable Delivery Month means: (a) with respect to each Firm Aircraft, the Scheduled Delivery Month for such aircraft; (b) with respect to each Rights Aircraft [*CTR]; (c) with respect to each [*CTR] and specified to Customer pursuant to Section 4.2 hereof; and (d) with respect to each [*CTR] specified therefore (or such other month in which a Delivery Position has been reserved for such aircraft in accordance with the procedures set forth in Section 4.3).

Applicable Purchase Agreement means: (a) when used with respect to any Rights Aircraft or Substitute Aircraft that is a model 787-923 or a 787-8, the Purchase Agreement, as may be supplemented, amended or modified, or (b) when used with respect to any Derivative made available for purchase by Customer, the purchase agreement executed and delivered pursuant to Section 8.2 hereof in connection with Customer's first purchase (if any) of such Derivative, as may be supplemented, amended or modified.

 

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Available Position means any Delivery Position that is available in Boeing's judgment for the delivery of a Rights Aircraft to Customer in connection with the exercise of a [*CTR].

Available Introduction Position means an Introduction Position that is available in Boeing's judgment for the delivery of a Rights Aircraft or Substitute Aircraft (as the case may be) with an interior configuration not previously certified by the FAA.

Business Day means Monday through Friday, except for federal or state holidays.

Committed Month means the month reserved by Boeing and set forth in Attachment A(R1) (as may be subsequently revised) hereto for delivery of each [*CTR].

Delivery Position means that portion of the production rate that is or may from time to time be allocated by Boeing or its Affiliate for the manufacture of a model 787 aircraft (or any Derivative or Successor) and delivery of such aircraft in a specified month.

Derivative means any airframe model that is a derivative of the model 787 (other than a model 787-8 or model 787-3) that is developed by Boeing or an Affiliate of Boeing subsequent to the date hereof.

Eligible Model means all or any combination thereof, as the context requires, of the following listed airframe model types, in each case manufactured in accordance with the applicable Detail Specification identified on Attachment C(R1) (as may be subsequently revised) hereto, as such Detail Specification may be modified from time to time in accordance with Article 4 of the AGTA or as otherwise mutually agreed to by Boeing and Customer:

 

(a)

at any time, the Boeing model 787-923;

 

(b)

in the case of the Boeing model 787-8, such model will be an Eligible Model:

 

PA No. 3219		SA-3		L.A. 6-1162-TRW-0664R1
Aircraft Purchase Rights and Substitution Rights				Page 2

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

(i) [*CTR]

(ii) [*CTR]

(c) any Derivative or Successor Model from and after such time as it is deemed to be an Eligible Model in accordance with the provisions of Section 9 hereof.

Expiration Date [*CTR]

Firm Advance Payments has the meaning set forth in Section 5.3 hereof.

Firm Aircraft means: (a) the [*CTR] identified as of the date hereof on Tables 1(R2) and 2 to the 787 Purchase Agreement; and (b) any aircraft incorporated after the date hereof in an Applicable Purchase Agreement pursuant to Section 8 hereof.

Introduction Position means each Delivery Position for an Aircraft with an interior configuration not previously certified by the FAA that is designated by Boeing in the ordinary course of business as a customer introduction production position.

Launch Program means a program initiated by Boeing to design, manufacture and obtain FAA type certification for a new model type of aircraft (e.g., Model B797), or a new sub-model type of aircraft (e.g., Model 787-10). A Launch Program may require that certain conditions be met by customers ordering aircraft subject to the Launch Program, which may include but not be limited to: (i) minimum number of customers; (ii) engine availability; (iii) use of customers’ aircraft for certification and development purposes; (iv) additional restrictions on optional features available; and (v) restrictions on the availability of Delivery Positions for aircraft purchased pursuant to the exercise of certain purchase rights. Such conditions will no longer be applicable upon completion of the Launch Program.

[*CTR]” as designated in Attachment A(R1) (as may be subsequently revised) hereto, provided that if any such date is not a Business Day, then such [*CTR] shall be the next succeeding Business Day.

[*CTR] has the meaning set forth in Section 4.1 hereof.

[*CTR] has the meaning set forth in Section 2 hereof.

 

PA No. 3219		SA-3		L.A. 6-1162-TRW-0664R1
Aircraft Purchase Rights and Substitution Rights				Page 3

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Modified Exercise Notice means a notice delivered by Customer pursuant to Section 4.3(b) hereof.

Proposal Deposit means, with respect to each Eligible Model, that amount designated in Attachment C(R1) (as may be subsequently revised) hereto as the “[*CTR]” for such model.

Purchase Agreement Supplement means any supplement to an Applicable Purchase Agreement, substantially in the form of Attachment D hereto or otherwise in form and substance reasonably satisfactory to Boeing and Customer, from time to time executed and delivered pursuant to Section 8.1.

Purchase Rights means, collectively, [*CTR] granted pursuant hereto.

[*CTR] means the “Rights Aircraft Exercise Lead Time Exercise Date” as designated in Attachment B(R1) (as may be subsequently revised) hereto, provided that if any such date is not a Business Day, then such [*CTR] shall be the next succeeding Business Day.

[*CTR] has the meaning set forth in Section 4.2 hereof.

[*CTR] has the meaning set forth in Section 2 hereof.

Requested Delivery Month means such month(s) in which Customer desires delivery of a Rights Aircraft subject to a [*CTR], as specified by Customer in a [*CTR].

Rights Aircraft [*CTR]

[*CTR] has the meaning set forth in Section 4.3 hereof.

[*CTR] has the meaning set forth in Section 2 hereof.

Substitute Aircraft means any aircraft which Customer has designated, pursuant to Section 5.1 hereof, to be delivered in lieu of a Firm Aircraft.

Substitution Notice has the meaning set forth in Section 5.1 hereof.

Successor Model means [*CTR]

 

PA No. 3219		SA-3		L.A. 6-1162-TRW-0664R1
Aircraft Purchase Rights and Substitution Rights				Page 4

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Then Current Engine Price means the Engine Price of Rights Aircraft or Substitute Aircraft set by the Engine Supplier as of the date of execution of a Purchase Agreement Supplement entered into by Boeing and Customer.

[*CTR]

2. [*CTR]

3. Information.

3.1 [*CTR]

3.2 [*CTR]

3.3 Concurrently with the disclosure by Boeing or any Affiliate of Boeing to any other customer or potential customer of plans to study the development of a Derivative or a Successor Model, Boeing will make available to Customer information, in reasonable detail, regarding such Derivative or Successor Model, including, but not limited to, the product development activities and schedule with respect thereto.

3.4 Boeing will inform Customer of, and offer Customer the opportunity to participate in, any airline working group or other forum sponsored by Boeing for the purpose of soliciting the input of potential customers in connection with the development of any Derivative or any Successor Model.

3.5 [*CTR]

3.6 [*CTR]

4. Exercise of Purchase Rights.

4.1 [*CTR]

4.2 [*CTR]

4.3 [*CTR]

(a) [*CTR]

(b) [*CTR]

 

PA No. 3219		SA-3		L.A. 6-1162-TRW-0664R1
Aircraft Purchase Rights and Substitution Rights				Page 5

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

(i) [*CTR]

(ii) [*CTR]

[*CTR]

4.4 [*CTR]

5. Substitution Right.

5.1 [*CTR]

5.2 [*CTR]

5.3 [*CTR]

6. Aircraft Price and Credit Memoranda.

6.1 [*CTR]

6.2 [*CTR]

6.3 [*CTR]

6.3.1 [*CTR]

6.3.2 [*CTR]

6.4. [*CTR]

7. Payments.

7.1 [*CTR]

7.2 [*CTR]

7.3. [*CTR]

 

PA No. 3219		SA-3		L.A. 6-1162-TRW-0664R1
Aircraft Purchase Rights and Substitution Rights				Page 6

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

8. Forms of Agreement.

8.1 [*CTR]

8.2 [*CTR]

(a) [*CTR]

(b) [*CTR]

(c) [*CTR]

(d) [*CTR]

[*CTR]

9. Derivative and Successor Models. If prior to the Expiration Date Boeing and Customer agree upon terms and conditions (including, without limitation, any applicable launch program conditions) for the purchase of a Derivative or Successor Model, such Derivative or Successor Model shall be deemed to be an Eligible Model hereunder, and Customer shall be entitled, subject to the terms hereof, to exercise any Purchase Right for the purchase of such Derivative or Successor Model and/or to exercise its right of substitution to have such Derivative or Successor Model delivered in lieu of any Firm Aircraft.

10. Production Capacity Assurances. If Customer has exercised all of the MADP Rights and QADP Rights granted hereby and desires to purchase a sufficient number of Rights Aircraft that would, in Boeing's reasonable judgment, economically justify an increase in the production rate for the model type of aircraft Customer desires to purchase, Boeing shall use its best reasonable efforts to increase the production rate for such aircraft.

11. Intentionally Omitted.

12. 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 or in the Applicable Purchase Agreements.

 

PA No. 3219		SA-3		L.A. 6-1162-TRW-0664R1
Aircraft Purchase Rights and Substitution Rights				Page 7

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

ACCEPTED AND AGREED TO this 1^st day of February of 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

Attachment AR1:		Information regarding MADP Rights
Attachment BR1:		Information regarding QADP Rights
Attachment CR1:		Description and Price for Eligible Models
Attachment D:		Form of Purchase Agreement Supplement
Attachment E:		Letter Agreements

 

PA No. 3219		SA-3		L.A. 6-1162-TRW-0664R1
Aircraft Purchase Rights and Substitution Rights				Page 8

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

MADP Attachment AR1 to Letter Agreement 6-1162-TRW-0664R1 (Model 787)

Information Regarding 787-9 MADP Rights

 

		Item Number		Exercise Date		Delivery Month/Year
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]

 

PA No. 3219		SA-3		LA 6-1162-TRW-0664R1
MADP Attachment AR1				Page 1

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

QADP Attachment BR1 to Letter Agreement 6-1162-TRW-0664R1 (Model 787)

Information Regarding 787-9 QADP Rights

 

		Item Number		QADP Exercise Date		Delivery Quarter/Year
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]

 

PA No. 3219		SA-3		LA 6-1162-TRW-0664R1
QADP Attachment BR1				Page 2

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

MADP Attachment CR1 to Letter Agreement 6-1162-TRW-0664R1 (Model 787)

Information Regarding 787-9 MADP Rights

[*CTR]

 

Escalation

Escalation

Escalation Estimate

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery:

Delivery Date

Number of Aircraft

Factor (Airframe)

Factor (Engine)

Item#

Adv Payment Base Price Per A/P

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

PA No. 3219		SA-3		LA 6-1162-TRW-0664R1
MADP Attachment CR1				Page 3

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

MADP Attachment CR1 to Letter Agreement 6-1162-TRW-0664R1 (Model 787)

Information Regarding 787-9 MADP Rights

[*CTR]

 

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Total:

29

 

PA No. 3219		SA-3		LA 6-1162-TRW-0664R1
MADP Attachment CR1				Page 4

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

QADP Attachment CR1 to Letter Agreement 6-1162-TRW-0664R1 (Model 787)

Information Regarding 787-9 QADP Rights

[*CTR]

 

 

Escalation

Escalation

Escalation Estimate

Advance Payment Per Aircraft_(Amts. Due/Mos. Prior to Delivery}:

Delivery Date

Number of Aircraft

Factor (Airframe)

Factor (Engine)

Item#

Adv Payment Base Price Per A/P

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]17

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]17

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]18

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]18

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]18

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]18

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]18

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]18

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]19

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]19

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]19

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]19

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

PA No. 3219		SA-3		LA 6-1162-TRW-0664R1
QADP Attachment CR1				Page 5

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

QADP Attachment CR1 to Letter Agreement 6-1162-TRW-0664R1 (Model 787)

Information Regarding 787-9 QADP Rights

[*CTR]

 

[*CTR]19

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]19

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]19

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]19

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]19

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]20

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]20

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]20

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]20

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]20

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]20

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]20

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]21

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]21

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]21

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]21

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]21

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Total:

29

 

PA No. 3219		SA-3		LA 6-1162-TRW-0664R1
QADP Attachment CR1				Page 6

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment D to

6-1162-TRW-0664R1

PURCHASE AGREEMENT SUPPLEMENT NO. [            ]

PURCHASE AGREEMENT SUPPLEMENT NO. 3219, dated [                    ,         ], between The Boeing Company (“Boeing”) and American Airlines, Inc. (“Customer”).

R E C I T A L S:

A. Boeing and Customer have heretofore entered into (i) that certain Purchase Agreement No. 3219, dated [            ], 2007 (capitalized terms used herein without definition shall have the meanings specified therefore in such Purchase Agreement), and (ii) that certain Letter Agreement 6-1162-TRW-0664R1 (the “Rights Letter”), providing for the execution and delivery from time to time of Purchase Agreement Supplements, each substantially in the form hereof, for the purpose of subjecting Rights Aircraft and Substitute Aircraft to the Purchase Agreement as and when purchased by Customer in accordance with the terms of the Rights Letter.

B. Customer has exercised its right under the Rights Letter to purchase the aircraft described below pursuant to the terms and conditions of the Purchase Agreement as supplemented by this Purchase Agreement Supplement.

In consideration of the foregoing premises and other good and sufficient consideration, Boeing and Customer hereby agree as follows:

1. Aircraft Description. Boeing will manufacture and sell to Customer, and Customer will purchase, the aircraft described in Table [        ] attached hereto and made a part hereof.

2. Delivery Schedule. The Scheduled Delivery Month of each aircraft is set forth in Table [        ].

3. Price. The Aircraft Basic Price and each component thereof and the Advance Payment Base Price for the aircraft are set forth in Table [        ].

4. Payment.

4.1 Boeing acknowledges receipt of a Deposit in the amount of [$            ] for each aircraft.

4.2 Customer will make advance payments to Boeing in the amount of [        %] of the Advance Payment Base Price of each aircraft, beginning with a payment of [    %], less the Deposit, on the date of this Purchase Agreement Supplement for each aircraft. Additional payments for each aircraft are due on the first Business Day of the months and in the amounts listed in Table [        ].

 

PA No. 3219		SA-3		LA 6-1162-TRW-0664R1
Aircraft Purchase Rights and Substitution Rights, Attachment D				Page 1

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment D to

6-1162-TRW-0664R1

4.3 For any aircraft described on Table [        ] having a Scheduled Delivery Month less than twenty-four (24) months from the date of this Purchase Agreement Supplement, the total amount of advance payments due upon the date of this Purchase Agreement Supplement will include all advance payments that are or were due on or before such date in accordance with the advance payment schedule set forth in Table [        ].

5. Purchase Agreement. All of the terms and provisions of the Purchase Agreement are hereby incorporated by reference in this Purchase Agreement Supplement to the same extent as if fully set forth herein; and each reference therein to “Aircraft” shall be deemed to include the aircraft described in Table [        ] attached hereto.

IN WITNESS WHEREOF, Boeing and Customer have each caused this Purchase Agreement Supplement No. [            ] to be duly executed as of the day and year first above written.

 

THE BOEING COMPANY
By:
Name:
Title:

AMERICAN AIRLINES, INC.
By:
Name:
Title:

 

PA No. 3219		SA-3		LA 6-1162-TRW-0664R1
Aircraft Purchase Rights and Substitution Rights, Attachment D				Page 2

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment E to

6-1162-TRW-0664R1

The following letter agreements, as may be amended from time to time, between Boeing and Customer will be expressly incorporated by reference in any purchase agreement executed and delivered by the parties pursuant to Section 8.2 of this Letter Agreement:

 

Letter Agreement No.		Subject
6-1162-TRW-0670R1		Miscellaneous Commitments for Model 787
6-1162-AKP-073R1		Accident Claims and Litigation
6-1162-TRW-0674R2		Business Considerations
3219-05R1		Spares Commitments
6-1162-TRW-0673R1		Confidentiality

 

PA No. 3219		SA-3		LA 6-1162-TRW-0664R1
Aircraft Purchase Rights and Substitution Rights, Attachment E				Page 1

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

6-1162-TRW-0667R1

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport

Texas 75261-9616

 

Subject:		[*CTR]
Reference:		Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 Aircraft (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.

Boeing recognizes that performance retention within reasonable limits is essential to maintain the economy of operation of the Aircraft. Therefore the parties hereto agree as follows with respect to performance retention.

1. Aircraft Commitment.

For the purposes of this Letter Agreement, the Covered Aircraft shall be defined as a [*CTR]

Boeing commits to Customer that, [*CTR], as defined in Attachment A, during the Performance Retention Term, as defined in paragraph 2 below, will not exceed the levels shown in the table below (Aircraft Commitment).

 

Time After Delivery of the First Covered Aircraft		Cumulative Fleet Average  Fuel Mileage Deterioration Commitment (%)
[*CTR]		[*CTR]
[*CTR]		[*CTR]

[*CTR]

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0667R1
[*CTR]				Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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2. Applicability and Performance Retention Term.

[*CTR]

2.1 Delivery Schedule for Covered Aircraft.

For the purposes of this Letter Agreement, it is anticipated that Boeing will deliver the Covered Aircraft to Customer in accordance with the following delivery schedule set forth in Attachment C. If the fleet size and delivery schedule is significantly different, the Aircraft Commitment may be appropriately adjusted to reflect such changes.

2.2 Performance Retention Term.

[*CTR]

3. Conditions.

3.1 Operation and Maintenance.

Customer shall operate and maintain the Covered Aircraft in accordance with Customer’s FAA-approved operations and maintenance programs. Customer shall operate and maintain the engines in accordance with the Operation and Maintenance Manuals and Customer's Maintenance Program and an Engine Management Program mutually defined and agreed to by the Engine Manufacturer and Customer.

3.2 Powerback.

[*CTR]

3.3 Flight Cycle Utilization and Derate.

[*CTR]

4. Determination of Fuel Mileage Deterioration.

[*CTR]

Following the delivery of each Covered Aircraft to Customer by Boeing, and continuing until expiration of the Performance Retention Term, Customer shall record, analyze, and forward to Boeing cruise fuel mileage data obtained on such Covered Aircraft as specified in Attachment B (Basic Data).

[*CTR]

5. Notice of Performance Deterioration.

[*CTR]

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0667R1
[*CTR]				Page 2
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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6. Election of Actions.

Upon Boeing’s receipt of any notice that the Cumulative Fleet Average Fuel Mileage Deterioration exceeds, or is likely to exceed the Aircraft Commitment, Boeing and Customer, as appropriate, will take the following actions:

6.1 Data.

Boeing will evaluate the Basic Data. At its option, Boeing may accomplish such evaluation by analysis of Customer’s raw ACMS data or by obtaining additional performance data on such Covered Aircraft in accordance with Attachment B. Such additional data may include data acquired during revenue service with Boeing personnel aboard as observers. The Basic Data and any additional data obtained by Boeing in its evaluation shall be appropriately adjusted to reflect any material changes elected by Customer to the Covered Aircraft which have occurred subsequent to delivery of the Covered Aircraft, including any replacement of one or more of the engines installed on a Covered Aircraft. Additionally, adjustments will be applied for any relevant factors as agreed by Customer and Boeing (e.g., inaccuracies in flight deck instrumentation, a sudden increase in deterioration that is attributed to a foreign object damage event such as severe hail and the additional rate of deterioration for Aircraft used for pilot training.) If Boeing and Customer are in disagreement as to such evaluation of the Basic Data, such disagreement shall be resolved by good faith technical negotiation between the parties including, as necessary, the Engine Manufacturer.

6.2 Surveys.

[*CTR]

6.3 Weight.

Boeing may request that Customer weigh such Covered Aircraft, in which event Customer agrees to weigh such Covered Aircraft in conjunction with its normally scheduled maintenance and will report its findings to Boeing.

6.4 Corrective Actions.

Boeing shall promptly make such recommendations to Customer that Boeing believes would result in improvement of the cruise fuel mileage performance of such Covered Aircraft based on analysis of the surveys and available data pursuant to Paragraphs 6.1 - 6.3. Boeing, Engine Manufacturer and Customer shall thereafter mutually agree on the appropriate corrective action to be taken based on any such recommendations. Corrective actions, which involve maintenance and/or refurbishment, as described in paragraph 6.2, both on-wing and off-wing, shall be performed at no cost to Boeing and/or Engine Manufacturer.

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0667R1
[*CTR]				Page 3
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

6.5 Improvement Parts and Engine Refurbishment.

Following the completion of any corrective action pursuant to Paragraph 6.4, if subsequent Basic Data show that the [*CTR].

[*CTR]

[*CTR]

[*CTR]

7. Payments.

[*CTR]

7.1 Annual Excess Fuel Burn Amount.

[*CTR]

[*CTR]

7.2 Credit Memorandum.

[*CTR]

7.3. Credit Adjustments.

[*CTR]

7.4 Limitation on Amount of Credits.

[*CTR]

8. Duplication of Benefits

[*CTR]

9. Assignment Prohibited.

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’s becoming the operator of the Aircraft, and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

10. Exclusive Remedy.

[*CTR]

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0667R1
[*CTR]				Page 4
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

11. 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		/s/ The Boeing Company
Its		Attorney-In-Fact

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval.

ACCEPTED AND AGREED TO this 1^st day of February of 2013

AMERICAN AIRLINES, INC.

By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0667R1
[*CTR]				Page 5
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Determination of Cumulative Fleet Average Fuel Mileage Deterioration

For purposes of this Letter Agreement, the Cumulative Fleet Average Fuel Mileage Deterioration is the average cruise fuel mileage deterioration of the Covered Aircraft. The determination of the Fleet Average Mileage Deterioration will be based on fuel mileage deterioration of individual Covered Aircraft relative to their Baseline Performance Level cruise fuel mileage performance as defined below.

1. Boeing will provide Customer with the Boeing Airplane Performance Monitoring Program (APM), in effect at the time of delivery of the first Covered Aircraft, that shall be used for data analysis during the Performance Retention Term . For purposes of this Letter Agreement, the Model Reference Level cruise fuel mileage performance for the Covered Aircraft shall be as set forth in the APM.

 

2.

[*CTR]

 

3.

[*CTR]

4. The Current Deterioration (expressed as a percentage) for each Covered Aircraft is the difference between the Current Performance Level and the Baseline Performance Level.

 

5.

[*CTR]

6. The Cumulative Fleet Average Fuel Mileage Deterioration (expressed as a percentage) will be determined for each Subsequent Monitoring Period by summing the Fleet Average Fuel Mileage Deterioration values as determined in Paragraph 5 for each calendar month according to the following equation:

m

[*CTR]

7. [*CTR]

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0667R1
[*CTR]- Attachment A		Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Cruise Fuel Mileage Performance Determination

Customer shall obtain cruise fuel mileage performance data in revenue service using the Airplane Condition Monitoring System (ACMS). This data will be recorded during level flight cruise in steady state conditions. Data shall be obtained in accordance with the then current revision of the Airplane Performance Monitoring Software User Guide (APM User Guide) and shall include the parameters defined in the airplane model specific appendix during each such data recording (Data Events).

Boeing will provide Customer with the Boeing Airplane Performance Monitoring Software for data analysis. Customer shall reduce and analyze data obtained from the Data Events. Such analysis shall be in accordance with the methods set forth in the APM User Guide. Customer’s analysis shall include the determination of the fuel mileage, thrust required and fuel flow required relative to the Model Reference Level.

Customer will maintain records of factors relating to fuel mileage deterioration. These factors will include (a) engine history, cockpit instrumentation history and airframe history and condition of such Covered Aircraft, (b) pertinent Covered Aircraft maintenance and operational procedures used by Customer, (c) drag effects of any post delivery airframe and/or engine changes incorporated in such Covered Aircraft, (d) sudden shifts in engine EGT condition monitoring data, and (e) any other relevant factors.

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0667R1
[*CTR] - Attachment B		Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Delivery Schedule for Covered Aircraft

 

Aircraft		Delivery Date
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0667R1
[*CTR]- Attachment C		Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

ANNUAL LIMITATION ADJUSTMENT EQUATION

(CALENDAR YEARS 2015 AND ON)

(a) [*CTR]

[*CTR]

(b) [*CTR]

[*CTR]

[*CTR]

[*CTR]

(c) [*CTR]

 (i) [*CTR]

 (ii) [*CTR]

 (iii) [*CTR]

NOTE: [*CTR]

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0667R1
[*CTR]- Attachment D		Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

6-1162-TRW-0668R1

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (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.

Recitals

A. Certain third party, commercial off-the-shelf software products are available to perform various functions required in the Aircraft (COTS Software).

B. [*CTR]

C. [*CTR]

D. Therefore, the parties desire to amend certain provisions of the Purchase Agreement to properly reflect the respective rights and obligations of the parties with respect to the COTS Software included in the Aircraft.

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0668R1
EULA Special Matters				Page 1

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Agreement

 

1.

[*CTR]

 

2.

[*CTR]

3. Customer may not transfer, novate or assign its rights under this Letter Agreement or any rights, terms or obligations hereunder, whether by operation of law, contract or otherwise, except with the express written consent of Boeing, and such consent will not be unreasonably withheld.

Very truly yours,

THE BOEING COMPANY

 

By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: FEBRUARY 1, 2013

AMERICAN AIRLINES, INC.

 

By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0668R1
EULA Special Matters				Page 2
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

6-1162-TRW-0670R1

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

Miscellaneous Commitments for Model 787 Aircraft

 

Reference:

Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)

This letter agreement (Letter Agreement) is entered into on the date below, and amends and supplements the Purchase Agreement. All capitalized terms used herein but not otherwise defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

For ease of reference, a “Table of Contents” has been added as Attachment A to this Letter Agreement.

1. AGTA.

1.1 Taxes.

Section 2.2 of the AGTA is replaced in full by the following new provision:

“2.2 Taxes.

2.2.1 [*CTR]

2.2.2 [*CTR]

2.2.3 [*CTR]

2.2.4 [*CTR]

         [*CTR]

 

P.A. No. 3219		SA-3		L.A. 6-1162-TRW-0670R1
Miscellaneous Commitments for Model 787 Aircraft				Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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2.2.5 [*CTR]

2.2.6 [*CTR]

 

1.2	Customs Duties.

1.2.1 [*CTR]

1.2.2 Boeing provides the information in the preceding Section 1.2.1 to Customer as a courtesy, and not in lieu of professional opinions rendered by counsel of Customer’s choice, subject to the limitations that Boeing assumes no responsibility for the accuracy or timeliness of such information, and that Customer agrees it will assert no claim against Boeing based on such information.

 

1.3	Rate of Interest.

[*CTR]

 

1.4	Advanced Payment Increases.

[*CTR]

[*CTR]

 

1.5	FAA Manufacturer Changes.

Section 3.2.2 of the AGTA is replaced in full by the following new provision:

“3.2.2 [*CTR]

 

1.6	FAA Operator Changes.

Section 3.3.2 of the AGTA is replaced in full by the following new Section 3.3.2:

“3.3.2 Cost of Operator Changes.

3.3.2.1 [*CTR]

(a) [*CTR]

 

P.A. No. 3219		SA-3		L.A. 6-1162-TRW-0670R1
Miscellaneous Commitments for Model 787 Aircraft				Page 2
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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(b) [*CTR]

3.3.2.2 [*CTR]

(a) [*CTR]

(b) [*CTR]

3.3.2.3 [*CTR]

(a) [*CTR]

(b) [*CTR]

(c) [*CTR]

 

1.7	Development Change and Manufacturer Change Production Revision Records.

[*CTR]

 

1.8	Part 121 Compliance Review.

[*CTR]

 

1.9	Condition of Aircraft Suffering Damage.

The AGTA is amended by adding the following new Section 5.6 after Section 5.5 of the AGTA.

“[*CTR]

[*CTR]”

 

1.10	Target Delivery Dates.

[*CTR]

 

P.A. No. 3219		SA-3		L.A. 6-1162-TRW-0670R1
Miscellaneous Commitments for Model 787 Aircraft				Page 3
BOEING PROPRIETARY

 

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1.11	Customer Delay in Acceptance of Aircraft.

Section 6.4 of the AGTA is replaced in full by the following new provision:

“[*CTR]

 

1.12	Customer Delay Due to Allied Pilots Association Strike.

The following new Section 6.5 is added to the AGTA after Section 6.4:

“6.5 Customer Delay Due to Allied Pilots Association Strike.

[*CTR]

 

6.5.1

[*CTR]

 

6.5.2

[*CTR]

 

6.5.3

[*CTR]”

 

1.13	Liquidated Damages and Right of Termination.

1.13.1 [*CTR]

[*CTR]

           [*CTR]

[*CTR]

           [*CTR]

1.13.2 [*CTR]

1.13.3 [*CTR]

1.13.4 [*CTR]

 

1.14	Notice to Customer in the Event of an Excusable Delay.

 

P.A. No. 3219		SA-3		L.A. 6-1162-TRW-0670R1
Miscellaneous Commitments for Model 787 Aircraft				Page 4
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Section 7.2 of the AGTA is replaced in full by the following new provision:

“[*CTR]”

 

1.15	Aircraft Damaged Beyond Repair.

Section 7.5 of the AGTA is replaced in full by the following new provision:

“7.5 [*CTR]

 

1.16	Termination.

Section 7.6 of the AGTA is replaced in full by the following new provision:

[*CTR]

 

1.17	Excusable Delay.

The AGTA is amended by adding the following provision immediately following Section 7.7:

“7.8 [*CTR]”

 

1.18	Risk Allocation/Insurance.

1.18.1 Article 8 of the AGTA is replaced in full by the following new provisions:

“Article 8. Risk Allocation/Insurance.

8.1 [*CTR]

8.1.1 [*CTR]

8.1.2 Boeing Insurance.

(a) [*CTR]

(b) [*CTR]

 

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(c) [*CTR]

8.1.3 Definition of Customer. For the purpose of Section 8.1, the term “Customer” includes American Airlines, Inc., its divisions, any wholly-owned subsidiary of American Airlines, Inc. which is assigned any rights or delegated any duties as permitted under the applicable Purchase Agreement, the permitted assignees under the applicable Purchase Agreement, and their respective directors, officers and employees.

8.2 Title and Risk with Customer.

8.2.1 [*CTR]

8.2.2 [*CTR]

8.2.3 [*CTR]

8.2.4 [*CTR]

 

8.2.5

[*CTR]

8.2.6 Definition of Boeing. For purposes of this Article 8.2, the term “Boeing” includes The Boeing Company, its divisions, any wholly-owned subsidiary of The Boeing Company which is assigned any rights or obligations in accordance with Section 9.1 of the AGTA, the permitted assignees under the applicable Purchase Agreement, provided that such assignees or subsidiaries have performed services under the Customer Support Document to the AGTA and Supplemental Exhibit CS1 to the Purchase Agreement, and their respective directors, officers and employees.”

1.18.2 The insurance certificate provided by Boeing pursuant to Section 8.1.2(c) of the AGTA (as amended by this Letter Agreement) shall be substantially in the form of the certificate attached to this Letter Agreement as Attachment B.

1.19 Boeing Training & Flight Services, L.L.C. Interface Commitment.

1.19.1 Section 9.1.5 of the AGTA is replaced in full by the following new provisions:

 

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“9.1.5 [*CTR]

9.1.5.1 [*CTR]

9.1.5.2 [*CTR]

 

1.20	Exculpatory Clause in Post-Delivery Sale or Lease.

Section 9.7 of the AGTA is replaced in full by the following new provision:

“9.7 [*CTR]

 

1.21	Termination for Certain Events.

1.21.1 Article 10 of the AGTA is replaced in full by the following new provision:

“Article 10. Termination for Certain Events.

10.1 Termination. If either party:

(i) [*CTR]

(ii) [*CTR]

10.2 [*CTR]

 

1.22	FAA Grounding.

1.22.1 [*CTR]

[*CTR]

[*CTR]

[*CTR]

1.22.2 [*CTR]

 

1.23	FAA ETOPS Prevention.

 

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[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

1.24	Duplicate Remedies.

[*CTR]

2. Line Station Spare Parts Support.

Customer, at its option, may participate in the use of spare parts held by Boeing at any line station in accordance with the reasonable terms and conditions set forth by Boeing for such participation.

3. Product Assurance (Exhibit C).

3.1 Disclaimer and Release; Exclusion of Liabilities.

Section 11 of Part 2 of the Product Assurance Document is replaced in full by the following new provision:

“11. Disclaimer and Release; Exclusion of Liabilities.

11.1 [*CTR]

(A) [*CTR]

(B) [*CTR]

(C) [*CTR]

(D) [*CTR]

 

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11.2 [*CTR]

11.3 [*CTR]

11.4 Definitions. For the purpose of this Section 11, “BOEING” or “Boeing” is defined as The Boeing Company, its divisions, subsidiaries, Affiliates, the assignees of each, and their respective directors, officers, employees and agents.”

 

3.2	Reimbursement for Service Bulletin Corrections.

Section 7.3.2 of Part 2 of the Product Assurance Document is replaced in full by the following provision:

“7.3.2 [*CTR]

(a) [*CTR]

(b) [*CTR]

3.3 FAR 145 Requirements.

[*CTR]

3.4 Warranty Claim, Response and Payment Time.

[*CTR]

3.5 Maximum Reimbursement.

The following provision is added to the end of Section 4.5 of Part 2 to the Product Assurance Document:

“[*CTR]”

3.6 Additional Service Life Policy Covered Components.

[*CTR]

3.6.1 Additional Service Life Policy Covered Components.

 

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3.6.1.1 For purposes of Part 3 of the Product Assurance Document, the following additional items (Additional SLP Components) shall be deemed to be “SLP Components”, as defined in Section 1 of Part 3 of the Product Assurance Document:

[*CTR]

3.6.1.2 [*CTR]

[*CTR]

[*CTR]

3.6.1.3 [*CTR]

[*CTR]

[*CTR]

3.6.2 [*CTR]

3.6.2.1 [*CTR]

[*CTR]

[*CTR]

(i) [*CTR]

[*CTR]

[*CTR]

(ii) [*CTR]

[*CTR]

[*CTR]

(iii) [*CTR]

[*CTR]

[*CTR]

 

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3.7 Conditions and Limitations to the Service Life Policy.

3.7.1 The following Section 4.5 is added to Part 3 of the Product Assurance Document:

“4.5 [*CTR]”

3.7.2 [*CTR]

3.8 Boeing Back-Up of Supplier Turnaround Time Commitments.

[*CTR]

3.9 Supplier Warranty Commitment.

Section 1 of Part 4 of the Product Assurance Document is replaced in full by the following new Section 1:

“1. Supplier Warranties and Supplier Patent Indemnities.

[*CTR]”

3.10 Engine/Airframe Interface Commitment.

[*CTR]

[*CTR]

(a) [*CTR]

(b) [*CTR]

(c) [*CTR]

3.11 Boeing Indemnities Against Patent and Copyright Infringement.

Part 6 of the Product Assurance Document is replaced in full by the following new provision:

 

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“PRODUCT ASSURANCE DOCUMENT

PART 6: BOEING INDEMNITIES AGAINST PATENT AND COPYRIGHT

INFRINGEMENT AND TRADE SECRET MISAPPROPRIATION

 

1.

[*CTR]

[*CTR]

(a) [*CTR]

(b) [*CTR]

[*CTR]

 

2.	Indemnity Against Copyright Infringement.

[*CTR]

(a) [*CTR]

(b) [*CTR]

[*CTR]

 

3.	Indemnity Against Trade Secret Misappropriation.

[*CTR]

 

(a)

[*CTR]

 

(b)

[*CTR]

[*CTR]

 

4.	Exceptions, Limitations and Conditions.

4.1 [*CTR]

4.2 [*CTR]

 

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4.3 [*CTR]

4.4 [*CTR]

4.5 [*CTR]

4.6 [*CTR]

4.7 [*CTR]

4.8 [*CTR]

4.9 [*CTR]

4.10 For the purposes of this Part 6, “BOEING” or “Boeing” is defined as The Boeing Company, its divisions, wholly owned subsidiaries, the permitted assignees of each, and their respective directors, officers, employees and agents.

4.11 For the purposes of this Part 6, “Customer” is defined as American Airlines, Inc., its divisions, wholly owned subsidiaries, the permitted assignees of each, and their respective directors, officers, employees and agents.”

4. Performance.

 

4.1	Performance Guarantees/Data Base Changes.

4.1.1 [*CTR]

4.1.2 [*CTR]

4.1.3 [*CTR]

(a) [*CTR]

(b) [*CTR]

(c) [*CTR]

(d) [*CTR]

 

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4.1.4 Upon the occurrence of any performance data base change, Boeing agrees to take the following action:

(a) [*CTR]

(b) [*CTR]

(c) [*CTR]

(d) [*CTR]

(e) [*CTR]

4.1.5 [*CTR]

4.1.6 [*CTR]

5. [*CTR]

[*CTR]

5.1 [*CTR]

5.2 [*CTR]

5.3 [*CTR]

5.4 [*CTR]

5.5 [*CTR]

5.6 [*CTR]

5.7 [*CTR]

6. Assignment.

This Letter Agreement is being provided to Customer as an accommodation and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

7. 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 or the applicable Purchase Agreement.

Very truly yours,

THE BOEING COMPANY

 

By		/s/ The Boeing Company
Its		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: FEBRUARY 1, 2013

AMERICAN AIRLINES, INC.

 

By		/s/ American Airlines, Inc.
Its		VP Corporate Development and Treasurer

Attachment A - Table of Contents

Attachment B - Form of Insurance Certificate of Boeing

 

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Attachment A

Table of Contents

 

 

Subject		Paragraph
1. AGTA
Taxes (Art. 2)			1.1
Customs Duties (Art. 2)			1.2
Rate of Interest (Art. 2)			1.3
Advanced Payment Increases (Art. 2)			1.4
FAA Manufacturer Changes (Art. 3)			1.5
FAA Operator Changes (Art. 3)			1.6
Development Change and Manufacturer Change Production Revision Records (Art. 4)			1.7
Part 121 Compliance Review (Art. 4)			1.8
Condition of Aircraft Suffering Damage (Art. 5)			1.9
Target Delivery Dates (Art. 6)			1.10
Customer Delay in Acceptance of Aircraft (Art. 6)			1.11
Customer Delay Due to Allied Pilots Association Strike (Art. 6)			1.12
Liquidated Damages and Right of Termination (Art. 7)			1.13
Notice to Customer in the Event of an Excusable Delay (Art. 7)			1.14
Aircraft Damaged Beyond Repair (Art. 7)			1.15
Termination (Art. 7)			1.16
Excusable Delay (Art. 7)			1.17
Risk Allocation/Insurance (Art. 8)			1.18
Boeing Training & Flight Services, L.L.C. Interface Commitment (Art 9)			1.19
Exculpatory Clause in Post-Delivery Sale or Lease (Art. 9)			1.20
Termination for Certain Events (Art. 10)			1.21
FAA Grounding			1.22
FAA ETOPS Prevention			1.23
Duplicate Remedies			1.24
2. Line Station Spare Parts Support

 

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Attachment A

Table of Contents, continued

 

 

Subject		Paragraph
3. Product Assurance (Exhibit C)
Disclaimer and Release; Exclusion of Liabilities (Part 2)			3.1
Reimbursement for Service Bulletin Corrections (Part 2)			3.2
FAR 145 Requirements (Part 2)			3.3
Warranty Claim, Response and Payment Time (Part 2)			3.4
Maximum Reimbursement (Part 2)			3.5
Additional Service Life Policy Covered Components (Part 3)			3.6
Conditions and Limitations to the Service Life Policy (Part 3)			3.7
Boeing Back-Up of Supplier Turnaround Time			3.8
Commitments (Part 4)
Supplier Warranty Commitment (Part 4)			3.9
Engine/Airframe Interface Commitment (Part 5)			3.10
Boeing Indemnities Against Patent and Copyright			3.11
Infringement (Part 6)
4. Performance
Performance Guarantees/Data Base Changes			4.1
5. [*CTR]
6. Assignment
7. Confidential Treatment

 

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Attachment B

Sample Insurance Certificate (Boeing)

 

[ date ]

Certificate of Insurance Ref. No.                 

 

THIS IS TO CERTIFY TO:
		American Airlines, Inc. (hereinafter “American”) P.O. Box 619616 Dallas-Fort Worth Airport, Texas 75261-9616
that Insurers, EACH FOR HIS OWN PART AND NOT ONE FOR THE OTHER, are providing the following insurance:
NAMED INSURED:		The Boeing Company (hereinafter “Boeing”)
ADDRESS OF INSURED:		Post Office Box 3707 Seattle, Washington 98124-2207
PERIOD OF INSURANCE:		See attached Schedule of Insurers
GEOGRAPHICAL LIMITS:		Worldwide
EQUIPMENT INSURED:		All Boeing [model] [type] aircraft owned or operated by American that are the subject of that certain Purchase Agreement No.                 dated                     , 20xx between American and Boeing, as more particularly described on the attached Schedule of Aircraft, as such schedule may be amended from time to time.

 

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DESCRIPTION OF COVERAGES

 

A. AIRCRAFT HULL INSURANCE		All risks of ground and flight physical damage coverage in respect of all aircraft owned by, leased to or operated by the Named Insured, including the Aircraft and any engines (including the Engines) and any parts (including the Parts) while attached to any such Aircraft or removed therefrom but not replaced, subject to policy terms, conditions, limitations, exclusions and deductibles.
Amount of Insurance:		Agreed Value (as per Policy terms and conditions).
B. AIRCRAFT LIABILITY INSURANCE		Aircraft Liability Insurance, including Bodily Injury (including passengers), Property Damage, Aircraft Liability, Passenger Legal Liability, Premises/Operations Liability, Personal Injury, and Contractual Liability Insurance, subject to policy terms, conditions, limitations, exclusion and deductibles.
Limit of Liability:		[*CTR]

 

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SPECIAL PROVISIONS APPLICABLE TO THE ADDRESSEE(S)

Subject to the policy terms, conditions, limitations, exclusions and deductibles and solely with respect to Purchase Agreement No.             dated as of             , 1997 (the “Purchase Agreement”) between American and The Boeing Company (“Boeing”), the policies set forth in the attached Schedule of Insurers are amended to include the following:

 

1.

Solely with respect to Aircraft Liability Insurance, American is included as an additional Insured, but only to the extent that Boeing is obligated by its agreements to indemnify and hold harmless American under Section 8.1.1 of the Aircraft General Terms Agreement, AGTA-AAL, applicable to the Purchase Agreement and then only to the extent of coverage provided by the policy;

 

2.

Solely with respect to Aircraft Hull Insurance, each Insurer agrees to waive any rights of subrogation against American to the extent that Boeing has waived such rights by the terms of its agreements to indemnify American pursuant to the Purchase Agreement;

 

3.

Solely with respect to Aircraft Liability Insurance, to the extent American is insured hereunder, such insurance shall not be invalidated or minimized by any action or inaction, omission or misrepresentation by the Insured regardless of any breach or violation of any warranty, declaration or condition contained in such policies;

 

4.

Solely with respect to Aircraft Liability Insurance, to provide that all provisions of the insurance coverages referenced above, except the limits of liability, will operate to give each Insured or additional insured the same protection as if there were a separate Policy issue to each;

 

5.

Solely with respect to Aircraft Liability Insurance, such insurance will be primary and not contributory nor excess with respect to any other insurance available for the protection of American, but only to the extent that Boeing is obligated by its agreements to indemnify and hold harmless American under Section 8.1.1 of the Aircraft General Terms Agreement, AGTA-AAL, applicable to the Purchase Agreement and then only to the extent of coverage provided by the policy;

 

6.

Each of the Aircraft Liability Insurance policy and Aircraft Hull Insurance policy provides that: American shall not have any obligation or liability for premiums, commissions, calls or assessments in connection with such insurance;

 

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7.

With respect to the Aircraft Liability Insurance, if a policy is canceled for any reason whatsoever, any substantial change is made which would reduce the amount of coverage as certified herein, or if a policy is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to American for thirty (30) days after receipt by American of written notice from the Insurers or their authorized representatives or Broker of such cancellation, change or lapse; and

 

8.

For the purposes of the Certificate, “American” is defined as American Airlines, Inc., its divisions, any wholly-owned subsidiary of American Airlines, Inc. which is assigned any rights or obligations in accordance with Article 9.1 of the AGTA, the assignees of each permitted under the applicable Purchase Agreement, and their respective directors, officers and employees.

 

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THE BOEING COMPANY

AND ALL ITS SUBSIDIARIES

SCHEDULE OF SUBSCRIBING INSURERS

POLICY TERM: DECEMBER 1, 1996 TO DECEMBER 1, 1997

COVERAGES:

Aircraft Hull and Liability Insurance

 

SUBSCRIBING INSURERS FOR 100% PARTICIPATION		POLICY NUMBER

SEVERAL LIABILITY NOTICE

The subscribing insurers’ obligations under contracts of insurance to which they subscribe are several and not joint and are limited solely to the extent of their individual subscriptions. The subscribing insurers are not responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part of its obligation.

Subject to the terms, conditions, limitations and exclusions of the relative policies except for the specific declarations contained in this certificate.

(signature)

(typed name)

(title)

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

6-1162-TRW-0672R1

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport

Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (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.

Recital.

Boeing and Customer wish to enter into an agreement pursuant to which each party will contribute equally to promotional programs in support of the entry into Customer’s service of the Aircraft as more specifically provided below.

Agreement.

1. Definitions.

1.1 Covered Aircraft shall mean those Aircraft identified on Table 1(R2) and Table 2 to the Purchase Agreement as of the date of signing of this Letter Agreement and any Substitute Aircraft.

1.2 Promotional Support shall mean marketing and promotion programs in support of the entry into Customer service of the Covered Aircraft such as marketing research, tourism development, corporate identity, direct marketing, video tape or still photography, planning, design and production of collateral materials, management of promotion programs, advertising campaigns or such other marketing and promotional activities as the parties may mutually agree.

 

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1.3 [*CTR]

1.4 Performance Period [*CTR]

1.5 Qualifying Third Party Fees shall mean [*CTR]

2. Commitment.

[*CTR]

3. Methods of Performance.

Subject to the Commitment Limit, Customer may elect to receive the Promotional Support in either or any combination of the following ways:

3.1 [*CTR]

3.2 [*CTR]

4. Commencement Date.

[*CTR]

5. Project Approval.

Following the execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated representative to review and approve the extent, selection, scheduling, and funds disbursement process for the Promotional Support to be provided pursuant to this Letter Agreement.

 

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6. 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 or in the Purchase Agreement.

Very truly yours,

THE BOEING COMPANY

 

By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

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ACCEPTED AND AGREED TO this

Date: FEBRUARY 1, 2013

AMERICAN AIRLINES, INC.

 

By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

6-1162-TRW-0673R1

American Airlines, Inc.

P. O. Box 619616

Dallas/Ft. Worth Airport, Texas 75261-9616

 

Subject:		Confidentiality
Reference:		Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 Aircraft

This letter agreement (Letter Agreement) is entered into on the date below and amends and supplements the Purchase Agreement referenced above. All capitalized terms used herein but not otherwise defined in this Letter Agreement shall have the same meanings assigned thereto in Exhibit CR1 to the Purchase Agreement or elsewhere in such Purchase Agreement.

1. Confidentiality Obligation.

1.1 Except as otherwise provided in this Letter Agreement, each party shall, and shall ensure that its directors, officers, employees, Affiliates, agents, suppliers, subcontractors and professional advisors (collectively, Representatives), at all times, maintain strict confidence and secrecy in respect of all Confidential Information (as defined below). Each party agrees to disclose Confidential Information only to such of its Representatives as is required for the purpose of implementing and administering the Purchase Agreement, and shall inform such Representatives of the confidential nature of the Confidential Information and instruct (and use best reasonable efforts to cause) such Representatives to treat such Confidential Information in a manner consistent with this Section 1.

1.2 Neither party shall use the Confidential Information for any purpose (including any competitive or commercial purpose) other than in connection with the Purchase Agreement and for purposes of consummating the transactions contemplated thereby.

 

P.A. No. 3219		SA 3		L.A. 6-1162-TRW-0673R1
Confidentiality Agreement				Page 1
BOEING PROPRIETARY

 

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2. Definition of Confidential Information.

2.1 Subject to the provisions of Section 2.2, “Confidential Information” means:

2.1.1 [*CTR]

2.1.2 [*CTR]

a) [*CTR]

b) [*CTR]

c) [*CTR]

2.1.3 [*CTR]

a) [*CTR]

b) [*CTR]

c) [*CTR]

d) [*CTR]

e) [*CTR]

f) [*CTR]

g) [*CTR]

h) [*CTR]

i) [*CTR]

j) [*CTR]

k) [*CTR]

l) [*CTR]

m) [*CTR]

n) [*CTR]

o) [*CTR]

p) [*CTR]

q) [*CTR]

r) [*CTR]

s) [*CTR]

t) [*CTR]

u) [*CTR]

v) [*CTR]

 

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w) [*CTR]

x) [*CTR]

y) [*CTR]

z) [*CTR]

aa) [*CTR]

bb) [*CTR]

[*CTR]

2.2 The following shall not constitute "Confidential Information" for purposes of this Letter Agreement:

2.2.1 Information (other than the terms and conditions of the Pre-Closing Letters and the Business Letters) already in a party's possession prior to its disclosure by the other party as evidenced by the written or electronic records of such party;

2.2.2 Information obtained from a third person or entity that is not prohibited from disclosing such information to the receiving party as a result of a contractual, legal or fiduciary obligation to the party whose information is being disclosed;

2.2.3 Information that is or becomes generally available to the public, other than as a result of disclosure by a party in violation of this Letter Agreement; or

2.2.4 Information that has been or is independently developed by a party or its Affiliates, without violating such party’s obligations under this Letter Agreement.

2.3 [*CTR]

3. Disclosure.

3.1 [*CTR]

    (a) [*CTR]

(A) [*CTR]

 

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Confidentiality Agreement				Page 3
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(B) [*CTR]

(C) [*CTR]

(D) [*CTR]

    (b) [*CTR]

3.2 Either party may disclose Confidential Information without the consent of the other party when and to the extent required by any law applicable to such party or by a Governmental Authority. If a party (the Disclosing Party) is requested to disclose any Confidential Information of the other party (the Affected Party) under the terms of a subpoena or order issued by a Governmental Authority, it shall (i) notify the Affected Party immediately of the existence, terms and circumstances surrounding such request, (ii) consult with the Affected Party on the advisability of taking legally available steps to resist or narrow such request, and (iii) if any disclosure of Confidential Information is required to prevent the Disclosing Party from being held in contempt or subject to other legal penalty, furnish only such portion of the Confidential Information as it is legally compelled to disclose and, at the request of the Affected Party, use commercially reasonable efforts to assist the Affected Party in obtaining an order or other reliable assurance that confidential treatment shall be accorded to the disclosed Confidential Information; and

3.3 [*CTR]

3.4 In addition to disclosures of Confidential Information permitted by this Letter Agreement, either party may disclose Confidential Information as and to the extent explicitly provided for in the Purchase Agreement.

4. Remedies.

[*CTR]

5. Conflicts.

Subject to Section 2.3, to the extent of any conflict or inconsistency between the provisions of this Letter Agreement and any provisions regarding confidentiality of information set forth in the Purchase Agreements, the provisions of this Letter Agreement shall, to the extent of such conflict or inconsistency, control.

 

P.A. No. 3219		SA 3		L.A. 6-1162-TRW-0673R1
Confidentiality Agreement				Page 4
BOEING PROPRIETARY

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

6. 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 or in the applicable Purchase Agreement.

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

ACCEPTED AND AGREED TO this   Date: FEBRUARY 1, 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 3219		SA 3		L.A. 6-1162-TRW-0673R1
Confidentiality Agreement				Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

6-1162-TRW-0674R2

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		Business Considerations
Reference:		Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (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.

[*CTR]

2. Simulator Package [*CTR].

[*CTR]

3. Delivery Reschedule Credit Memorandum.

[*CTR]

4. [*CTR]

[*CTR]

5. [*CTR]

[*CTR]

6. [*CTR]

[*CTR]

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

7. 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:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0674R2
Business Considerations				Page 1
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ACCEPTED AND AGREED TO this
Date: FEBRUARY 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 3219		SA-3		L.A.6-1162-TRW-0674R2
Business Considerations				Page 2
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

AAL-PA-3219-LA-08836

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport

Texas 75261-9616

 

Subject: Reference:		[*CTR] Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 Aircraft (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.

Boeing recognizes that performance retention within reasonable limits is essential to maintain the economy of operation of the Aircraft. Therefore the parties hereto agree as follows with respect to performance retention.

1. Aircraft Commitment.

For the purposes of this Letter Agreement, the Covered Aircraft shall be defined as a [*CTR]

Boeing commits to Customer that, [*CTR] as defined in Attachment A, during the Performance Retention Term, as defined in paragraph 2 below, will not exceed the levels shown in the table below (Aircraft Commitment).

 

Time After Delivery of the First Covered Aircraft		Cumulative Fleet Average Fuel Mileage Deterioration Commitment (%)
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

 

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[*CTR]				Page 1
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[*CTR]

2. Applicability and Performance Retention Term.

[*CTR]

2.1 Delivery Schedule for Covered Aircraft.

For the purposes of this Letter Agreement, it is anticipated that Boeing will deliver the Covered Aircraft to Customer in accordance with the following delivery schedule set forth in Attachment C. If the fleet size and delivery schedule is significantly different, the Aircraft Commitment may be appropriately adjusted to reflect such changes.

2.2 Performance Retention Term.

[*CTR]

3. Conditions.

3.1 Operation and Maintenance.

Customer shall operate and maintain the Covered Aircraft in accordance with Customer’s FAA-approved operations and maintenance programs. Customer shall operate and maintain the engines in accordance with the Operation and Maintenance Manuals and Customer's Maintenance Program and an Engine Management Program mutually defined and agreed to by the Engine Manufacturer and Customer.

3.2 Powerback.

[*CTR]

3.3 Flight Cycle Utilization and Derate.

[*CTR]

4. Determination of Fuel Mileage Deterioration.

[*CTR]

Following the delivery of each Covered Aircraft to Customer by Boeing, and continuing until expiration of the Performance Retention Term, Customer shall record, analyze, and forward to Boeing cruise fuel mileage data obtained on such Covered Aircraft as specified in Attachment B (Basic Data).

[*CTR]

 

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[*CTR]				Page 2
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5. Notice of Performance Deterioration.

[*CTR]

6. Election of Actions.

Upon Boeing's receipt of any notice that the Cumulative Fleet Average Fuel Mileage Deterioration exceeds, or is likely to exceed the Aircraft Commitment, Boeing and Customer, as appropriate, will take the following actions:

6.1 Data.

Boeing will evaluate the Basic Data. At its option, Boeing may accomplish such evaluation by analysis of Customer’s raw ACMS data or by obtaining additional performance data on such Covered Aircraft in accordance with Attachment B. Such additional data may include data acquired during revenue service with Boeing personnel aboard as observers. The Basic Data and any additional data obtained by Boeing in its evaluation shall be appropriately adjusted to reflect any material changes elected by Customer to the Covered Aircraft which have occurred subsequent to delivery of the Covered Aircraft, including any replacement of one or more of the engines installed on a Covered Aircraft. Additionally, adjustments will be applied for any relevant factors as agreed by Customer and Boeing (e.g., inaccuracies in flight deck instrumentation, a sudden increase in deterioration that is attributed to a foreign object damage event such as severe hail and the additional rate of deterioration for Aircraft used for pilot training.) If Boeing and Customer are in disagreement as to such evaluation of the Basic Data, such disagreement shall be resolved by good faith technical negotiation between the parties including, as necessary, the Engine Manufacturer.

6.2 Surveys.

[*CTR]

6.3 Weight.

Boeing may request that Customer weigh such Covered Aircraft, in which event Customer agrees to weigh such Covered Aircraft in conjunction with its normally scheduled maintenance and will report its findings to Boeing.

6.4 Corrective Actions.

Boeing shall promptly make such recommendations to Customer that Boeing believes would result in improvement of the cruise fuel mileage performance of such Covered Aircraft based on analysis of the surveys and available data pursuant to Paragraphs 6.1 - 6.3. Boeing, Engine Manufacturer and Customer shall thereafter mutually agree on the appropriate corrective action to be taken based on any such recommendations. Corrective actions, which involve maintenance and/or refurbishment, as described in paragraph 6.2, both on-wing and off-wing, shall be performed at no cost to Boeing and/or Engine Manufacturer.

 

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[*CTR]				Page 3
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6.5 Improvement Parts and Engine Refurbishment.

Following the completion of any corrective action pursuant to Paragraph 6.4, if subsequent Basic Data show that the [*CTR].

[*CTR]

[*CTR]

[*CTR]

7. Payments.

[*CTR]

7.1 Annual Excess Fuel Burn Amount.

[*CTR]

7.2 Credit Memorandum.

[*CTR]

7.3. Credit Adjustments.

[*CTR]

7.4 Limitation on Amount of Credits.

[*CTR]

8. Duplication of Benefits

[*CTR]

9. Assignment Prohibited.

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’s 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-3		AAL-PA-3219-LA-08836
[*CTR]				Page 4
BOEING PROPRIETARY

 

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10. Exclusive Remedy.

[*CTR]

11. 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		/s/ The Boeing Company
Its		Attorney-In-Fact

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval.

ACCEPTED AND AGREED TO this 1st day of February of 2013 

AMERICAN AIRLINES, INC.

 

By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 3219		SA-3		AAL-PA-3219-LA-08836
[*CTR]				Page 5
BOEING PROPRIETARY

 

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Determination of Cumulative Fleet Average Fuel Mileage Deterioration

For purposes of this Letter Agreement, the “Cumulative Fleet Average Fuel Mileage Deterioration” is the average cruise fuel mileage deterioration of the Covered Aircraft. The determination of the Fleet Average Mileage Deterioration will be based on fuel mileage deterioration of individual Covered Aircraft relative to their Baseline Performance Level cruise fuel mileage performance as defined below.

1. Boeing will provide Customer with the Boeing Airplane Performance Monitoring Program (APM), in effect at the time of delivery of the first Covered Aircraft, that shall be used for data analysis during the Performance Retention Term . For purposes of this Letter Agreement, the Model Reference Level cruise fuel mileage performance for the Covered Aircraft shall be as set forth in the APM.

 

2.

[*CTR]

 

3.

[*CTR]

4. The Current Deterioration (expressed as a percentage) for each Covered Aircraft is the difference between the Current Performance Level and the Baseline Performance Level.

 

5.

[*CTR]

6. The Cumulative Fleet Average Fuel Mileage Deterioration (expressed as a percentage) will be determined for each Subsequent Monitoring Period by summing the Fleet Average Fuel Mileage Deterioration values as determined in Paragraph 5 for each calendar month according to the following equation:

m

[*CTR]

 

7.

[*CTR]

 

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[*CTR] - Attachment A				Page 1
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Cruise Fuel Mileage Performance Determination

Customer shall obtain cruise fuel mileage performance data in revenue service using the Airplane Condition Monitoring System (ACMS). This data will be recorded during level flight cruise in steady state conditions. Data shall be obtained in accordance with the then current revision of the Airplane Performance Monitoring Software User Guide (APM User Guide) and shall include the parameters defined in the airplane model specific appendix during each such data recording (Data Events).

Boeing will provide Customer with the Boeing Airplane Performance Monitoring Software for data analysis. Customer shall reduce and analyze data obtained from the Data Events. Such analysis shall be in accordance with the methods set forth in the APM User Guide. Customer’s analysis shall include the determination of the fuel mileage, thrust required and fuel flow required relative to the Model Reference Level.

Customer will maintain records of factors relating to fuel mileage deterioration. These factors will include (a) engine history, cockpit instrumentation history and airframe history and condition of such Covered Aircraft, (b) pertinent Covered Aircraft maintenance and operational procedures used by Customer, (c) drag effects of any post delivery airframe and/or engine changes incorporated in such Covered Aircraft, (d) sudden shifts in engine EGT condition monitoring data, and (e) any other relevant factors.

 

P.A. No. 3219		SA-3		AAL-PA-3219-LA-08836
[*CTR] - Attachment B				Page 1
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Delivery Schedule for Covered Aircraft

 

Aircraft		Delivery Date
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

 

P.A. No. 3219		SA-3		AAL-PA-3219-LA-08836
[*CTR] - Attachment C				Page 1
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ANNUAL LIMITATION ADJUSTMENT EQUATION

(CALENDAR YEARS 2015 AND ON)

 

(a)

[*CTR]

[*CTR]

 

(b)

[*CTR]

 

(c)

[*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

NOTE: [*CTR]

 

P.A. No. 3219		SA-3		AAL-PA-3219-LA-08836
[*CTR] - Attachment D				Page 1
BOEING PROPRIETARY

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

AAL-PA-3219-LA-08837

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		[*CTR]
Reference:		Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 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.

Boeing agrees to provide Customer with the [*CTR] in Attachment A for 787-923. [*CTR] Notwithstanding the provision of the [*CTR] in Attachment A, Boeing and Customer will work together in good faith to communicate the [*CTR] that will be offered [*CTR].

1. 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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.

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.

 

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[*CTR]				Page 1
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Very truly yours,

THE BOEING COMPANY

By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: FEBRUARY 1, 2013

AMERICAN AIRLINES, INC.

By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 3219		SA-3		AAL-PA-3219-LA-08837
[*CTR]				Page 2
BOEING PROPRIETARY

 

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Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 1

 

[*CTR]

FOR AMERICAN AIRLINES, INC.

 

SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY
2		FLIGHT PERFORMANCE
3		[*CTR]
4		[*CTR]
5		AIRCRAFT CONFIGURATION
6		GUARANTEE CONDITIONS
7		GUARANTEE COMPLIANCE
8		EXCLUSIVE GUARANTEES

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 2

 

1	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the [*CTR]) are applicable to the [*CTR]

 

2	FLIGHT PERFORMANCE

 

2.1

[*CTR]

 

2.1.1

The FAA approved [*CTR]

 

2.1.2

The FAA approved [*CTR]

 

2.1.3

The FAA approved [*CTR]

 

2.1.4

The FAA approved [*CTR]

 

2.2

[*CTR]

The FAA approved [*CTR]

 

2.3

Mission

 

2.3.1

Mission Payload

The payload for a stage length of [*CTR] nautical miles in still air (representative of a Dallas to Tokyo route) using the conditions and operating rules defined below, shall not be less than the following guarantee value:

[*CTR]

Conditions and operating rules:

 

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

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Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 3

 

		The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:		[*CTR]
Climb:		[*CTR]
Cruise:		[*CTR]
Descent:		[*CTR]
Approach and Landing Maneuver:		[*CTR]
Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
		Taxi-Out:
		[*CTR]
		Takeoff and Climbout Maneuver:
		[*CTR]
		Approach and Landing Maneuver:
		[*CTR]
		Taxi-In (shall be consumed from the reserve fuel):
		[*CTR]
		Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
		[*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 4

 

2.3.2		Mission Block Fuel
		The block fuel for a stage length of [*CTR] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:
				[*CTR]
				Conditions and operating rules:
		Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.
		Takeoff:		[*CTR]
				The takeoff gross weight is not limited by the airport conditions.
				Maximum takeoff thrust is used for the takeoff.
				The takeoff gross weight shall conform to FAA Regulations.
		Climbout Maneuver:		[*CTR]
		Climb:		[*CTR]
		Cruise:		[*CTR]
		Descent:		[*CTR]
		Approach and Landing Maneuver:		[*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 5

 

		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out:             [*CTR]
				Takeoff and Climbout Maneuver:             [*CTR]
				Approach and Landing Maneuver:             [*CTR]
				Taxi-In (shall be consumed from the reserve fuel):             [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]
2.3.3		Operational Empty Weight Basis
		The Operational Empty Weight (OEW) derived in Paragraph 2.3.4 is the basis for the mission guarantees of Paragraphs 2.3.1 and 2.3.2.

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 6

 

2.3.4 Weight Summary - American Airlines
		Pounds
Standard Model Specification MEW		[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]		[*CTR]
[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
Standard and Operational Items Allowance (Paragraph 2.3.5)		[*CTR]
American Airlines [*CTR]		[*CTR]

 

[

*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 7

 

2.3.5 Standard and Operational Items Allowance

Qty

lb

lb

lb

Standard Items Allowance

[*CTR]

Unusable Fuel

[*CTR]

Oil

[*CTR]

Oxygen Equipment

[*CTR]

Portable Oxygen Bottles

[*CTR]

[*CTR]

Miscellaneous Equipment

[*CTR]

First Aid Kits

[*CTR]

[*CTR]

Crash Axe

[*CTR]

[*CTR]

Megaphones

[*CTR]

[*CTR]

Flashlights @ C/A Sta.

[*CTR]

[*CTR]

Smoke Goggles

[*CTR]

[*CTR]

Smoke Hoods

[*CTR]

[*CTR]

Galley Structure & Fixed Inserts (993 cu ft @ 4.7 lb/cu ft)

[*CTR]

Operational Items Allowance

[*CTR]

Crew and Crew Baggage

[*CTR]

Flight Crew (Inc. Baggage) ([*CTR] lb. ea)

[*CTR]

[*CTR]

Cabin Crew (Inc. Baggage) ([*CTR] lb. ea)

[*CTR]

[*CTR]

Flight Crew Briefcase ([*CTR] lb. ea)

[*CTR]

[*CTR]

Catering Allowance & Removable Inserts: Atlantic Meal Service

[*CTR]

Business Class

[*CTR]

[*CTR]

Economy Class

[*CTR]

[*CTR]

Tourist Class

[*CTR]

[*CTR]

Potable Water —[*CTR]

[*CTR]

Waste Tank Disinfectant

[*CTR]

Emergency Equipment (Includes Over Water Equip.)

[*CTR]

Slide Rafts: Main Entry

[*CTR]

[*CTR]

Life Vests

[*CTR]

[*CTR]

Locator Transmitter

[*CTR]

[*CTR]

Cargo System

[*CTR]

Containers ([*CTR] lb ea.)

[*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 8

 

Total Standard and Operational Items Allowance

 

3

[*CTR]

[*CTR]

 

4

[*CTR]

 

4.1

[*CTR]

[*CTR]

 

4.2

[*CTR]

[*CTR]

 

4.3

[*CTR]

[*CTR]

 

4.4

[*CTR]

[*CTR]

 

4.5

[*CTR]

[*CTR]

 

5	AIRCRAFT CONFIGURATION

 

5.1

The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document 787B1-4102, Revision F, "787 Airplane Configuration Specification", dated March 28, 2012, as amended by Addendum Document 787B1-4102-FAAL01, dated June 29, 2012, plus any changes mutually agreed to or otherwise allowed by the Purchase Agreement to be incorporated into the original release of the Customer’s Detail Specification (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees.

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 9

 

5.2

[*CTR]

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights.

 

6	GUARANTEE CONDITIONS

 

6.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

 

6.2	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1 through 25-117, subject to the approval of the Federal Aviation Administration.

 

6.3

In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraphs 4.1 or 6.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

 

6.4	The [*CTR] and [*CTR] guarantees, and the [*CTR] of the mission guarantees are based on [*CTR]

 

6.5

[*CTR]

 

6.6

[*CTR]

 

6.7

[*CTR]

 

6.8

[*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 10

 

6.9

[*CTR]

 

6.10

[*CTR]

 

7	GUARANTEE COMPLIANCE

 

7.1	Compliance with the guarantees of Sections 2, 3 and 4 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 5 and the guarantee conditions of Section 6.

 

7.2	Compliance with the takeoff and landing guarantees, the takeoff portion of the mission guarantee, and the community sound level guarantees shall be based on the FAA approved Airplane Flight Manual for the Model [*CTR]

 

7.3

[*CTR]

 

7.4

[*CTR]

 

7.5

[*CTR]

 

7.6	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

 

7.7	Compliance with the guarantee for [*CTR] Upon request, customer may review adjustment calculations.

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08837

[*CTR]

Page 11

 

7.8	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer's performance specification.

 

8	EXCLUSIVE GUARANTEES

The only [*CTR] applicable to the Aircraft are those set forth in this Attachment.

 

P.A. No. 3219
AERO-B-BBA4-M12-0713		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

 

AAL-PA-3219-LA-08838

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		[*CTR]
Reference:		Purchase Agreement No. PA-3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787aircraft

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.

Boeing agrees to provide Customer with the [*CTR] in Attachment A for 787-8. [*CTR] Notwithstanding the provision of the [*CTR] in Attachment A, Boeing and Customer will work together in good faith to communicate the [*CTR] that will be offered [*CTR].

 

1.	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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.

 

P.A. No. 3219		SA-3		AAL-PA-3219-LA-08838
[*CTR]				Page 1
BOEING PROPRIETARY

 

[*CTR]=[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.

Very truly yours,

THE BOEING COMPANY

 

By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

ACCEPTED AND AGREED TO this

 

Date:		FEBRUARY 1, 2013

AMERICAN AIRLINES, INC.

 

By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 3219		SA-3		AAL-PA-3219-LA-08838
[*CTR]				Page 2
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08838

[*CTR]

Page 1

 

[*CTR]

FOR AMERICAN AIRLINES, INC.

 

SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY
2		FLIGHT PERFORMANCE
3		[*CTR]
4		[*CTR]
5		AIRCRAFT CONFIGURATION
6		GUARANTEE CONDITIONS
7		GUARANTEE COMPLIANCE
8		EXCLUSIVE GUARANTEES

 

P.A. No. 3219
AERO-B-BBA4-M12-0692		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08838

[*CTR]

Page 2

 

 

1		AIRCRAFT MODEL APPLICABILITY
		The guarantees contained in this Attachment (the [*CTR]) are applicable to the [*CTR]
2		FLIGHT PERFORMANCE
2.1		[*CTR]
2.1.1		The FAA approved [*CTR]
2.1.2		The FAA approved [*CTR]
2.1.3		The FAA approved [*CTR]
2.1.4		The FAA approved [*CTR]
2.2		[*CTR]
		The FAA approved [*CTR]
2.3		Mission
2.3.1		Mission Payload
		The payload for a stage length of [*CTR] nautical miles in still air (representative of a Dallas to Tokyo route) using the conditions and operating rules defined below, shall not be less than the following guarantee value:
		[*CTR]
		Conditions and operating rules:
		Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		Takeoff:		[*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0692		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08838

[*CTR]

Page 3

 

				The takeoff gross weight shall conform to FAA Regulations.
		Climbout Maneuver:		[*CTR]
		Climb:		[*CTR]
		Cruise:		[*CTR]
		Descent:		[*CTR]
		Approach and Landing Maneuver:		[*CTR]
		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out:         [*CTR]
				Takeoff and Climbout Maneuver:         [*CTR]
				Approach and Landing Maneuver:         [*CTR]
				Taxi-In (shall be consumed from the reserve fuel):         [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0692		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08838

[*CTR]

Page 4

 

2.3.2

Mission Block Fuel

The block fuel for a stage length of [*CTR] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

[*CTR]

Conditions and operating rules:

 

		Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.
		Takeoff:		[*CTR]
				The takeoff gross weight is not limited by the airport conditions.
				Maximum takeoff thrust is used for the takeoff.
				The takeoff gross weight shall conform to FAA Regulations.
		Climbout Maneuver:		[*CTR]
		Climb:		[*CTR]
		Cruise:		[*CTR]
		Descent:		[*CTR]
		Approach and Landing Maneuver:		[*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0692		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08838

[*CTR]

Page 5

 

		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out:         [*CTR]
				Takeoff and Climbout Maneuver:         [*CTR]
				Approach and Landing Maneuver:         [*CTR]
				Taxi-In (shall be consumed from the reserve fuel):         [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]

 

2.3.3

Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in Paragraph 2.3.4 is the basis for the mission guarantees of Paragraphs 2.3.1 and 2.3.2.

 

P.A. No. 3219
AERO-B-BBA4-M12-0692		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08838

[*CTR]

Page 6

 

2.3.4 Weight Summary—American Airlines

Pounds

Standard Model Specification MEW

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Standard and Operational Items Allowance (Paragraph 2.3.5)

[*CTR]

American Airlines [*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0692		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08838

[*CTR]

Page 7

 

2.3.5 Standard and Operational Items Allowance

 

Qty

lb

lb

lb

Standard Items Allowance

[*CTR]

Unusable Fuel

[*CTR]

Oil

[*CTR]

Oxygen Equipment

[*CTR]

Portable Oxygen Bottles

[*CTR]

[*CTR]

Miscellaneous Equipment

[*CTR]

First Aid Kits

[*CTR]

[*CTR]

Crash Axe

[*CTR]

[*CTR]

Megaphones

[*CTR]

[*CTR]

Flashlights

[*CTR]

[*CTR]

Smoke Goggles

[*CTR]

[*CTR]

Smoke Hoods

[*CTR]

[*CTR]

Galley Structure & Fixed Inserts (837 cu ft @ 4.7 lb/cu ft)

[*CTR]

Operational Items Allowance

[*CTR]

Crew and Crew Baggage

[*CTR]

Flight Crew (Inc. Baggage) ([*CTR] lb. ea.)

[*CTR]

[*CTR]

Cabin Crew (Inc. Baggage) ([*CTR] lb. ea.)

[*CTR]

[*CTR]

Flight Crew Briefcase ([*CTR] lb. ea.)

[*CTR]

[*CTR]

Catering Allowance & Removable Inserts: Atlantic Meal Service

[*CTR]

Business Class

[*CTR]

[*CTR]

Economy Class

[*CTR]

[*CTR]

Tourist Class

[*CTR]

[*CTR]

Potable Water —[*CTR]

[*CTR]

Waste Tank Disinfectant

[*CTR]

Emergency Equipment (Includes Over Water Equip.)

[*CTR]

Slide Rafts: Main Entry

[*CTR]

[*CTR]

Life Vests

[*CTR]

[*CTR]

Locator Transmitter

[*CTR]

[*CTR]

Cargo System

[*CTR]

Containers ([*CTR] lb ea.)

[*CTR]

Total Standard and Operational Items Allowance

[*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0692		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08838

[*CTR]

Page 8

 

3		[*CTR]
		[*CTR]
4		[*CTR]
4.1		[*CTR]
		[*CTR]
4.2		[*CTR]
		[*CTR]
4.3		[*CTR]
		[*CTR]
4.4		[*CTR]
		[*CTR]
4.5		[*CTR]
		[*CTR]

 

5	AIRCRAFT CONFIGURATION

 

5.1

The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document 787B1-4102, Revision F,“787 Airplane Configuration Specification”, dated March 28, 2012, as amended by Addendum Document 787B1-4102-FAAL01, dated June 29, 2012, plus any changes mutually agreed to or otherwise allowed by the Purchase Agreement to be incorporated into the original release of the Customer’s Detail Specification (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees.

 

P.A. No. 3219
AERO-B-BBA4-M12-0692		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08838

[*CTR]

Page 9

 

5.2

[*CTR]

 

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

 

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights.

 

6	GUARANTEE CONDITIONS

 

6.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

 

6.2	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1 through 25-117, subject to the approval of the Federal Aviation Administration.

 

6.3

In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraphs 4.1 or 6.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

 

6.4	The [*CTR] and [*CTR] guarantees, and the [*CTR] of the mission guarantees are based on [*CTR]

 

6.5

[*CTR]

 

6.6

[*CTR]

 

6.7

[*CTR]

 

6.8

[*CTR]

 

P.A. No. 3219
AERO-B-BBA4-M12-0692		SS12-0343
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-3219-LA-08838

[*CTR]

Page 10

 

6.9

[*CTR]

 

6.10

[*CTR]

 

7	GUARANTEE COMPLIANCE

 

7.1	Compliance with the guarantees of Sections 2, 3 and 4 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 5 and the guarantee conditions of Section 6.

 

7.2	Compliance with the takeoff and landing guarantees, the takeoff portion of the mission guarantee, and the community sound level guarantees shall be based on the FAA approved Airplane Flight Manual for the Model [*CTR]

 

7.3

[*CTR]

 

7.4

[*CTR]

 

7.5

[*CTR]

 

7.6	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

 

7.7	Compliance with the guarantee for [*CTR] Upon request, customer may review adjustment calculations.

 

7.8	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer's performance specification.

 

8	EXCLUSIVE GUARANTEES

 

The only [*CTR] applicable to the Aircraft are those set forth in this Attachment.

 

P.A. No. 3219				SS12-0343
AERO-B-BBA4-M12-0692

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Exhibit 10.3

Supplemental Agreement No. 36

to

Purchase Agreement No. 1977

between

The Boeing Company

and

American Airlines, Inc.

Relating to Boeing Model 737-800 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 36, entered into as of February 1, 2013, (SA 36) 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 as of October 31, 1997 relating to Boeing Model 737-823 aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;

WHEREAS, Customer and Boeing desire to amend the Purchase Agreement to reflect the following:

i. Letter Agreement AAL-PA-1977-LA-1105272, entitled “Business Considerations 2” of the Purchase Agreement (Original Business Considerations 2 Letter) will be revised [*CTR], to be reflected in Letter Agreement AAL-PA-1977-LA-1105272R1 entitled “Business Considerations 2” (Revised Business Considerations 2 Letter) which will reflect the above described change by deleting Articles 2a) and 2a)i) in the Original Business Considerations 2 Letter and replace the same in the Revised Business Considerations 2 Letter with the following new provisions:

[*CTR]

ii. [*CTR]

 

P.A. No. 1977		SA-36		Page 1
AAL

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Letter Agreement AAL-PA-1977-LA-08834 entitled “Business Considerations 3” (Business Considerations 3 Letter) will reflect the [*CTR]

iii. Letter Agreements AAL-PA-1977-LA-08835, AAL-PA-1977-LA-110665, and AAL-PA-1977-LA-1106666 to the Purchase Agreement respectively entitled [*CTR] [*CTR], and [*CTR] will provide for Aircraft [*CTR] for the applicable model of 737 Aircraft.

iv. The “Table of Contents” to the Purchase Agreement will be deleted in its entirety and a revised “Table of Contents,” will be substituted in lieu thereof to reflect the revisions and amendments made by this SA 36.

v. [*CTR]

vi. [*CTR]

WHEREAS, Boeing and Customer desire to specify an order of precedence for assignment provisions within the Purchase Agreement, as further amended herein, and therefore Boeing and Customer have concurrently herewith executed Letter Agreement AAL-LA-1106678 entitled “Assignment Matters” (Assignment Letter);

NOW THEREFORE, in consideration of the mutual covenants herein contained the parties agree to amend the Purchase Agreement through the concurrent execution of the Assignment Letter and this SA36 to reflect the order of precedence for the assignment provisions and as follows:

 

1.	Table of Contents

The Table of Contents is deleted in its entirety and replaced with a revised Table of Contents, attached hereto, which sets forth the appropriate SA 36 references. The Table of Contents is hereby made part of the Purchase Agreement.

 

2.	Letter Agreements

 

a)

Letter Agreement No. AAL-PA-1977-LA-1105272 entitled “Business Considerations 2” is deleted in its entirety and replaced with a revised letter agreement (R1). Letter Agreement No. AAL-PA-1977-LA-1105272R1 is hereby made part of the Purchase Agreement. Letter Agreement No. AAL-PA-1977-LA-1105272R1 supersedes and replaces in its entirety the Letter Agreement No. AAL-PA-1977-LA-1105272 and all references to Letter Agreement AAL-PA-1977-LA-1105272 in the Purchase Agreement and any supplemental agreements and associated letter agreements to the Purchase Agreement shall be deemed to refer to the Revised Business Considerations 2 Letter.

 

P.A. No. 1977		SA-36		Page 2
AAL

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

b)

Letter Agreement No. AAL-PA-1977-LA-08834 entitled “Business Considerations 3“is added and is hereby made part of the Purchase Agreement.

 

c)

Letter Agreement No. AAL-PA-1977-LA-08835 entitled [*CTR] is added and is hereby made part of the Purchase Agreement.

 

d)

Letter Agreement No. AAL-PA-1977-LA-1106665 entitled [*CTR] is added and is hereby made part of the Purchase Agreement.

 

e)

Letter Agreement No. AAL-PA-1977-LA-1106666 entitled [*CTR] is added and is hereby made part of the Purchase Agreement.

 

3.

[*CTR]

[*CTR]

 

4.

[*CTR]

[*CTR]

The Purchase Agreement will be deemed to be amended to the extent provided herein and as so amended will continue in full force and effect. In the event of any inconsistency between the above provisions and the provisions contained in the referenced exhibits to this SA 36, 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:		/s/ The Boeing Company				By:		/s/ American Airlines, Inc.
Its:		Attorney-In-Fact				Its:		VP Corporate Development and Treasurer

 

P.A. No. 1977		SA-36		Page 3
AAL

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

TABLE OF CONTENTS

 

ARTICLES				SA NUMBER
1.		Quantity, Model and Description		SA-21
2.		Delivery Schedule
3.		Price
4.		Payment
5.		Miscellaneous
TABLE
1		Aircraft Delivery, Description, Price and Advance Payments		SA-29
1A		Aircraft Delivery, Description, Price and Advance Payments – [*CTR]		SA-33
1B		Aircraft Delivery, Description, Price and Advance Payments – Exercised MADP Aircraft		SA-33
1C		Aircraft Delivery, Description, Price and Advance Payments – [*CTR]		SA-33
1D		Aircraft Delivery, Description, Price and Advance Payments – Boeing Sky Interior Aircraft		SA-33
1E		Aircraft Delivery, Description, Price and Advance Payments – SA-34 Exercised Aircraft		SA-34
1F		Aircraft Delivery, Description, Price and Advance Payments – Purchased Aircraft		SA-35
EXHIBITS
A		Aircraft Configuration
A1		Aircraft Configuration		SA-33
A2		Aircraft Configuration		SA-33
B		Aircraft Delivery Requirements and Responsibilities
C		Defined Terms
SUPPLEMENTAL EXHIBITS
AE1		Escalation Adjustment Airframe and Optional Features		SA-20
BFE1		BFE Variables		SA-35
CS1		Customer Support Variables
SLP1		Service Life Policy Components
EE1		Engine Escalation, Engine Warranty and Patent Indemnity		SA

 

P.A. No. 1977				SA-36
Table of Contents				Page 1

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

TABLE OF CONTENTS, continued

 

LETTER AGREEMENTS				SA NUMBER
6-1162-AKP-070		Miscellaneous Commitments for Model 737, 757,767 and 777 Aircraft
6-1162-AKP-072R1		[*CTR] Terminated Per AAL-PA-1977-LA-1105595
6-1162-AKP-073		Accident Claims and Litigation
6-1162-AKP-074R2		Business Considerations
6-1162-AKP-075R1		Aircraft Purchase Rights and Substitution Rights SA-35		SA-35
		- Attachment A		SA-35
		- Attachment B		SA-35
		- Attachment C		SA-35
6-1162-AKP-076		Aircraft Performance Guarantees
6-1162-AKP-077		Spares Matters
6-1162-AKP-078		Model 737 Miscellaneous Commitments
6-1162-AKP-079		[*CTR] 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-1405R1		Multiple Operating Weight Program Attachment B		SA-35
		- Attachment B		SA-35
6-1162-CLO-1035		Aircraft Performance Guarantees		SA-28
AAL-PA-1977-LA-1105509		Aircraft Performance Guarantees, 737-700		SA-35
AAL-PA-1977-LA-1105511		Aircraft Performance Guarantees, 737-900ER		SA-35
6-1162-CLO-1038		Advance Payments and Permitted Transactions		SA-31

 

P.A. No. 1977				SA-36
Table of Contents				Page 3

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

TABLE OF CONTENTS, continued

 

LETTER AGREEMENTS, Continued				SA NUMBER
6-1162-CLO-1082		Advance Payments and Permitted Transactions 2		SA-32
AAL-PA-1977-LA-01073		Advance Payments and Permitted Transactions 3		SA-34
AAL-PA-1977-LA-1105271		Advance Payments and Permitted Transactions 4		SA-35
AAL-PA-1977-LA-1105272R1		Business Considerations 2		SA-36
AAL-PA-1977-LA-1105616		Open Configuration Matters		SA-35
AAL-PA-1977-LA-1105863		Performance Guarantees for Rights Aircraft		SA-35
AAL-PA-1977-LA-08834		Business Considerations 3		SA-36
AAL-PA-1977-LA-08835		[*CTR]		SA-36
AAL-PA-1977-LA-1106665		[*CTR]		SA-36
AAL-PA-1977-LA-1106666		[*CTR]		SA-36
AAL-LA-1106678		Assignment Matters		SA-36

 

P.A. No. 1977				SA-36
Table of Contents				Page 3

 

BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-1977-LA-1105272R1

American Airlines, Inc.

P.O. 619616

Dallas-Fort worth Airport, Texas 75261-9616

Subject: Business Considerations 2

 

Reference:

a)   Purchase Agreement No. 1977 (Purchase Agreement) between The Boeing Company (Boeing) and American       Airlines, Inc. (Customer) relating to Model 737-823 aircraft (Aircraft)

 

b)

Letter Agreement 6-1162-AKP-074R2 or as may be subsequently amended, entitled Business Considerations.

 

c)

Letter Agreement 6-1162-SSM-1405R1 or as may be subsequently amended, entitled Multiple Operating Weight Program Model, 737-723/-823/-923ER 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.

Boeing and Customer agree that the purchase price for Aircraft [*CTR] scheduled to deliver [*CTR] (Purchased Aircraft) shall be modified and separate from Aircraft purchase prices established prior to the execution of Supplemental Agreement Number 35 and the following terms will apply to such Purchased Aircraft. All references to Airframe Prices are the Airframe Prices listed in Attachment A to Letter Agreement No. 6-1162-AKP-075R1, as may be subsequently amended.

 

1.	Model 737-923ER Basic Credit Memoranda.

a)       If Customer purchases one or more Model 737-923ER Purchased Aircraft pursuant to Letter Agreement No. 6-1162-AKP-075R1, as may be subsequently amended, then Boeing will issue to Customer [*CTR] Such credit memoranda will be comprised of:

 

(i)

a basic credit memorandum in the amount of [*CTR] and

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-1105272R1
Business Considerations 2				Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

ii)

[*CTR]

b)       Notwithstanding anything in 1.a) above, for each Model 737-923ER Purchased Aircraft purchased pursuant to Letter Agreement No. 6-1162-AKP-075R1, as may be subsequently amended, [*CTR]

c)       In addition, Customer agrees that over the next six to nine month period following the date of this Letter Agreement, at the reasonable request of Boeing, Customer will participate in discussions with Boeing regarding the capabilities of the 737-900ER aircraft. Nothing in this Letter Agreement shall constitute an obligation of Customer in regards to the purchase of such aircraft.

2.       Model 737-823 Basic Credit Memoranda.

a)       Boeing will issue to Customer [*CTR] Purchased Aircraft credit memoranda in an aggregate amount equal to [*CTR] Such credit memoranda will be comprised of:

 

i)

a basic credit memorandum (737-823 Basic Credit Memo) in the amount of [*CTR] and

 

ii)

[*CTR]

b)       Notwithstanding anything in 2.a) above, for each Model 737-823 Purchased Aircraft, [*CTR]

c)       [*CTR]

 

3.	Model 737-723 Basic Credit Memoranda.

a)       If Customer purchases one or more Model 737-723 Purchased Aircraft pursuant to Letter Agreement No. 6-1162-AKP-075R1, as may be subsequently amended, then Boeing will issue to Customer [*CTR] Such credit memoranda will be comprised of:

 

(i)

a basic credit memorandum in the amount of [*CTR] and

 

ii)

[*CTR]

b)       Notwithstanding anything in 3.a) above, for each Model 737-723 Purchased Aircraft purchased pursuant to Letter Agreement No. 6-1162-AKP-075R1, as may be subsequently amended, [*CTR]

c)       [*CTR]

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-1105272R1
Business Considerations 2				Page 2
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

4.	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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.

 

5.	Application of Credit Memoranda.

Customer will be entitled to use each credit memorandum [*CTR]

 

6.	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.

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-1105272R1
Business Considerations 2				Page 3
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company
				P.O. Box 3707
				Seattle, WA 98124-2207

 

Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airline, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-1105272R1
Business Considerations 2				Page 4
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-1977-LA-08834

American Airlines, Inc.

P.O. 619616

Dallas-Fort worth Airport, Texas 75261-9616

 

Subject:

Business Considerations 3

 

Reference:

Purchase Agreement No. PA-1977 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-823 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.

 

1.

[*CTR]

 

a)

[*CTR]

 

b)

[*CTR]

 

1.

[*CTR]

 

2.

[*CTR]

 

3.

[*CTR]

 

4.

[*CTR]

 

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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.

 

3.	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.

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-08834
Business Considerations 3				Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company
				P.O. Box 3707
				Seattle, WA 98124-2207

 

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 or in the applicable Purchase Agreement.

 

Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-08834
Business Considerations 3				Page 1
BOEING PROPRIETARY

---

				The Boeing Company
				P.O. Box 3707
				Seattle, WA 98124-2207

AAL-PA-1977-LA-08835

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. PA-1977 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-823 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.

Boeing agrees to provide Customer with the [*CTR] in the Attachments. Attachment A sets forth [*CTR]. [*CTR]. Notwithstanding the provision of the [*CTR] in the Attachment, Boeing and Customer will work together in good faith to communicate the [*CTR] that will be offered [*CTR]

1. 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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.

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.

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-08835
[*CTR]				Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company
				P.O. Box 3707
				Seattle, WA 98124-2207

 

Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-08835
[*CTR]				Page 2
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 1

 

[*CTR]

FOR AMERICAN AIRLINES, INC.

 

SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY
2		FLIGHT PERFORMANCE
3		[*CTR]
4		[*CTR]
5		AIRCRAFT CONFIGURATION
6		GUARANTEE CONDITIONS
7		GUARANTEE COMPLIANCE
8		EXCLUSIVE GUARANTEES

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 2

 

1		AIRCRAFT MODEL APPLICABILITY
		The guarantees contained in this Attachment (the [*CTR]) are applicable to the [*CTR]
2		FLIGHT PERFORMANCE
2.1		[*CTR]
2.1.1		The FAA approved [*CTR]
				[*CTR]
2.1.2		The FAA approved [*CTR] shall not be less than the following guarantee value:
				[*CTR]
		Conditions:
		[*CTR]
				1. 2.		[*CTR] [*CTR] [*CTR]		[*CTR] [*CTR] [*CTR]
2.1.3		The FAA approved [*CTR] shall not be less than the following guarantee value:
				[*CTR]
		Conditions:
		[*CTR]
				1. 2. 3.		[*CTR] [*CTR] [*CTR] [*CTR]		[*CTR] [*CTR] [*CTR] [*CTR]
2.2		[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 3

 

		The FAA approved [*CTR], shall not be more than the following guarantee value:
				[*CTR]
2.3		Mission
2.3.1		Mission Payload
		The payload for a stage length of [*CTR] nautical miles in still air [*CTR] using the conditions and operating rules defined below, shall not be less than the following guarantee value:
				NOMINAL:		[*CTR]
				TOLERANCE:		[*CTR]
				GUARANTEE:		[*CTR]
		Conditions and operating rules:
		Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		Takeoff:		[*CTR]
				1. 2.		[*CTR] [*CTR] [*CTR]		[*CTR] [*CTR] [*CTR]
				[*CTR]
				The takeoff gross weight shall conform to FAA Regulations.
		Climbout Maneuver:		[*CTR]
		Climb:		[*CTR]
		Cruise:		[*CTR]
		Descent:		[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 4

 

		Approach and Landing Maneuver:		[*CTR]
		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out: [*CTR]
				Takeoff and Climbout Maneuver: [*CTR]
				Approach and Landing Maneuver: [*CTR]
				Taxi-In (shall be consumed from the reserve fuel): [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]
2.3.2		Mission Block Fuel
		The block fuel for a stage length of [*CTR] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:
				NOMINAL:		[*CTR]
				TOLERANCE:		[*CTR]
				GUARANTEE:		[*CTR]
		Conditions and operating rules:
		Stage Length:		The stage length is defined as the sum of the distances for climb, cruise, and descent.

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 5

 

		Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.
		Takeoff:		[*CTR]
				The takeoff gross weight is not limited by the airport conditions.
				Maximum takeoff thrust is used for the takeoff.
				The takeoff gross weight shall conform to FAA Regulations.
		Climbout Maneuver:		[*CTR]
		Climb:		[*CTR]
		Cruise:		[*CTR]
		Descent:		[*CTR]
		Approach and Landing Maneuver:		[*CTR]
		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out: [*CTR]
				Takeoff and Climbout Maneuver: [*CTR]
				Approach and Landing Maneuver: [*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 6

 

				Taxi-In (shall be consumed from the reserve fuel): [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]
2.3.3		Operational Empty Weight Basis
		The Operational Empty Weight (OEW) derived in Paragraph 2.3.4 is the basis for the mission guarantees of Paragraphs 2.3.1 and 2.3.2.

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 7

 

2.3.4 737-800 Weight Summary - American Airlines

 

Pounds

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Standard and Operational Items Allowance (Paragraph 2.3.5)

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 8

 

2.3.5 Standard and Operational Items Allowance

 

Qty

Pounds

Pounds

Pounds

Standard Items Allowance

[*CTR]

Unusable Fuel

[*CTR]

Oil

[*CTR]

Oxygen Equipment

[*CTR]

Passenger Portable

[*CTR]

[*CTR]

Crew Masks

[*CTR]

[*CTR]

Miscellaneous Equipment

[*CTR]

Crash Axe

[*CTR]

[*CTR]

Megaphones

[*CTR]

[*CTR]

Flashlights

[*CTR]

[*CTR]

Smoke Hoods

[*CTR]

[*CTR]

Galley Structure & Fixed Inserts

[*CTR]

Operational Items Allowance

[*CTR]

Crew and Crew Baggage

[*CTR]

Flight Crew (incl. baggage)

[*CTR]

[*CTR]

Cabin Crew (incl. baggage)

[*CTR]

[*CTR]

Catering Allowance & Removable Inserts

[*CTR]

First Class

[*CTR]

[*CTR]

Tourist Class

[*CTR]

[*CTR]

Passenger Service Equipment

[*CTR]

[*CTR]

Potable Water [*CTR]

[*CTR]

Waste Tank Disinfectant

[*CTR]

Emergency Equipment

[*CTR]

Escape Slides - Forward

[*CTR]

[*CTR]

Escape Slides - Aft

[*CTR]

[*CTR]

Life Vests - Crew and Passengers

[*CTR]

[*CTR]

Life Rafts

[*CTR]

[*CTR]

Auto Radio Beacon (ELT)

[*CTR]

[*CTR]

Total Standard and Operational Items Allowance

[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 9

 

3

[*CTR]

 

[*CTR]

 

4

[*CTR]

 

4.1

[*CTR]

 

4.1.1

[*CTR]

 

[*CTR]

 

4.2

[*CTR]

 

4.2.1

[*CTR]

 

4.2.2

[*CTR]

 

4.3

[*CTR]

 

[*CTR]

 

4.4

[*CTR]

 

[*CTR]

 

5	AIRCRAFT CONFIGURATION

 

5.1

The guarantees contained in this Attachment are based on the Aircraft configuration as defined in the original release of Detail Specification TBD (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance, sound levels, and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees.

 

5.2

[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 10

 

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

 

(2) The difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights.

 

6	GUARANTEE CONDITIONS

 

6.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

 

6.2	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, the 737-800 Certification Basis regulations specified in the Type Certificate Data Sheet A16WE, Revision 44, dated August 24, 2009.

 

6.3

In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraphs 4.1 or 6.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

 

6.4	The [*CTR] and [*CTR] guarantees, and the [*CTR] of the mission guarantees are based on [*CTR]

 

6.5

[*CTR]

 

6.6

[*CTR]

 

6.7

[*CTR]

 

6.8

[*CTR]

 

6.9

[*CTR]

 

6.10

[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A to Letter Agreement

No. AAL-PA-1977-LA-08835

[*CTR]

Page 11

 

7	GUARANTEE COMPLIANCE

 

7.1	Compliance with the guarantees of Sections 2, 3 and 4 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 5 and the guarantee conditions of Section 6.

 

7.2	Compliance with the takeoff and landing guarantees, the takeoff portion of the mission guarantee, and the community sound level guarantees shall be based on the FAA approved Airplane Flight Manual for the Model 737-800.

 

7.3

[*CTR]

 

7.4

[*CTR]

 

7.5

[*CTR]

 

7.6	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

 

7.7

[*CTR]

 

7.7.1

[*CTR]

 

7.7.2

[*CTR]

 

7.7.3

[*CTR]

 

7.7.4

[*CTR]

 

7.8

[*CTR]

 

7.9	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

 

8	EXCLUSIVE GUARANTEES

 

The only [*CTR] applicable to the Aircraft are those set forth in this Attachment.

 

P.A. No. PA-1977
AERO-B-BBA4-M12-0618		SS12-0314
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company
				P.O. Box 3707
				Seattle, WA 98124-2207

AAL-PA-1977-LA-1106665

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 1977 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-823 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.

Boeing agrees to provide Customer with the [*CTR] in the Attachment. The Attachment sets forth [*CTR]. [*CTR]. Notwithstanding the provision of the [*CTR] in the Attachment, Boeing and Customer will work together in good faith to communicate the [*CTR] that will be offered [*CTR]

1. 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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.

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.

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-1106665
[*CTR]				Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company
				P.O. Box 3707
				Seattle, WA 98124-2207

 

Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-1106665
[*CTR]				Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 1

 

[*CTR]

FOR AMERICAN AIRLINES, INC.

 

SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY
2		FLIGHT PERFORMANCE
3		[*CTR]
4		[*CTR]
5		AIRCRAFT CONFIGURATION
6		GUARANTEE CONDITIONS
7		GUARANTEE COMPLIANCE
8		EXCLUSIVE GUARANTEES

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 2

 

1		AIRCRAFT MODEL APPLICABILITY
		The guarantees contained in this Attachment (the “[*CTR]) are applicable to the [*CTR]
2		FLIGHT PERFORMANCE
2.1		[*CTR]
2.1.1		The FAA approved [*CTR
				[*CTR]
2.1.2		The FAA approved [*CTR] shall not be less than the following guarantee value:
				[*CTR]
		Conditions:
		[*CTR]
				1.     2.		[*CTR] [*CTR] [*CTR]		[*CTR] [*CTR] [*CTR]
2.1.3		The FAA approved [*CTR], shall not be less than the following guarantee value:
				[*CTR]
		Conditions:
		[*CTR]
				1.     2.     3.		[*CTR] [*CTR] [*CTR] [*CTR]		[*CTR] [*CTR] [*CTR] [*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 3

 

2.2		[*CTR]
		The FAA approved [*CTR], shall not be more than the following guarantee value:
				[*CTR]
2.3		Mission
2.3.1		Mission Payload
		The payload for a stage length of [*CTR] nautical miles in still air (equivalent to a distance of [*CTR]) using the conditions and operating rules defined below, shall not be less than the following guarantee value:
				NOMINAL:		[*CTR]
				TOLERANCE:		[*CTR]
				GUARANTEE:		[*CTR]
		Conditions and operating rules:
		Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		Takeoff:		[*CTR]
				1. 2. 3.		[*CTR] [*CTR] [*CTR] [*CTR]		[*CTR] [*CTR] [*CTR] [*CTR]
				[*CTR]
				The takeoff gross weight shall conform to FAA Regulations.
		Climbout Maneuver:		[*CTR]
		Climb:		[*CTR].

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 4

 

		Cruise:		[*CTR]
		Descent:		[*CTR].
		Approach and Landing Maneuver:		[*CTR]
		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out: [*CTR]
				Takeoff and Climbout Maneuver: [*CTR]
				Approach and Landing Maneuver: [*CTR]
				Taxi-In (shall be consumed from the reserve fuel): [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]
2.3.2		Mission Payload
		The payload for a stage length of [*CTR] nautical miles in still air (equivalent to a distance of [*CTR]) using the conditions and operating rules defined below, shall not be less than the following guarantee value:
				NOMINAL:		[*CTR]
				TOLERANCE:		[*CTR]
				GUARANTEE:		[*CTR]
		Conditions and operating rules:

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 5

 

		Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		Takeoff:		[*CTR]
				The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the runway:
				1.		[*CTR] [*CTR]		[*CTR] [*CTR]
				[*CTR]
				The takeoff gross weight shall conform to FAA Regulations.
		Climbout Maneuver:		[*CTR]
		Climb:		[*CTR]
		Cruise:		[*CTR]
		Descent:		[*CTR]
		Approach and Landing Maneuver:		[*CTR]
		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out: [*CTR]
				Takeoff and Climbout Maneuver: [*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 6

 

				Approach and Landing Maneuver: [*CTR]
				Taxi-In (shall be consumed from the reserve fuel): [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]
2.3.3		Mission Block Fuel
		The block fuel for a stage length of [*CTR] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:
				NOMINAL:		[*CTR]
				TOLERANCE:		[*CTR]
				GUARANTEE:		[*CTR]
		Conditions and operating rules:
		Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.
		Takeoff:		[*CTR]
				The takeoff gross weight is not limited by the airport conditions.
		Climbout Maneuver:		[*CTR]
		Climb:		[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 7

 

		Cruise:		[*CTR]
		Descent:		[*CTR]
		Approach and Landing Maneuver:		[*CTR]
		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out: [*CTR]
				Takeoff and Climbout Maneuver: [*CTR]
				Approach and Landing Maneuver: [*CTR]
				Taxi-In (shall be consumed from the reserve fuel): [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]
2.3.4		Operational Empty Weight Basis
		The Operational Empty Weight (OEW) derived in Paragraph 2.3.5 is the basis for the mission guarantees of Paragraphs 2.3.1 and 2.3.2.

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 8

 

2.3.5 737-700 Weight Summary—American Airlines

 

Pounds

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Standard and Operational Items Allowance (Paragraph 2.3.6)

[*CTR]

[*CTR]

[*CTR]]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 9

 

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 10

 

2.3.6 Standard and Operational Items Allowance

 

Qty

Pounds

Pounds

Pounds

Standard Items Allowance

[*CTR]

Unusable Fuel

[*CTR]

Oil

[*CTR]

Oxygen Equipment

[*CTR]

Passenger Portable

[*CTR]

[*CTR]

Crew Masks

[*CTR]

[*CTR]

Miscellaneous Equipment

[*CTR]

Crash Axe

[*CTR]

[*CTR]

Megaphones

[*CTR]

[*CTR]

Flashlights

[*CTR]

[*CTR]

Smoke Hoods

[*CTR]

[*CTR]

Galley Structure & Fixed Inserts

[*CTR]

Operational Items Allowance

[*CTR]

Crew and Crew Baggage

[*CTR]

Flight Crew (incl. baggage)

[*CTR]

[*CTR]

Cabin Crew (incl. baggage)

[*CTR]

[*CTR]

Catering Allowance & Removable Inserts

[*CTR]

First Class

[*CTR]

[*CTR]

Tourist Class

[*CTR]

[*CTR]

Passenger Service Equipment

[*CTR]

[*CTR]

Potable Water —[*CTR]

[*CTR]

Waste Tank Disinfectant

[*CTR]

Emergency Equipment

[*CTR]

Escape Slides—Forward

[*CTR]

[*CTR]

Escape Slides—Aft

[*CTR]

[*CTR]

Life Vests—Crew and Passengers

[*CTR]

[*CTR]

Life Rafts

[*CTR]

[*CTR]

Auto Radio Beacon (ELT)

[*CTR]

[*CTR]

Total Standard and Operational Items Allowance

[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 11

 

3

[*CTR]

 

[*CTR]

 

4

[*CTR]

 

4.1

[*CTR]

 

[*CTR]

 

4.2

[*CTR]

 

4.2.1

[*CTR]

 

4.2.2

[*CTR]

 

 

4.3

[*CTR]

 

[*CTR]

 

4.4

[*CTR]

 

[*CTR]

 

5	AIRCRAFT CONFIGURATION

 

5.1	The guarantees contained in this Attachment are based on the Aircraft configuration as defined in the original release of Detail Specification TBD (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 12

 

approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance, sound levels, and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees.

 

5.2

[*CTR]

 

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

 

(2) The difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights.

 

6	GUARANTEE CONDITIONS

 

6.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

 

6.2	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, the 737-700 Certification Basis regulations specified in the Type Certificate Data Sheet A16WE, Revision 44, dated August 8, 2009.

 

6.3

In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraphs 4.1.1 or 6.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

 

6.5

[*CTR]

 

6.4	The [*CTR] and [*CTR] guarantees, and the [*CTR] of the mission guarantees are based on [*CTR]

 

6.6

[*CTR]

 

6.7

[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 13

 

6.8

[*CTR]

 

6.9

[*CTR]

 

6.10

[*CTR]

 

6.11

[*CTR]

 

7	GUARANTEE COMPLIANCE

 

7.1	Compliance with the guarantees of Sections 2, 3 and 4 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 5 and the guarantee conditions of Section 6.

 

7.2	Compliance with the takeoff and landing guarantees and the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 737-700.

 

7.3

[*CTR]

 

7.4

[*CTR]

 

7.5

[*CTR]

 

7.6

[*CTR]

 

7.7	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

 

7.8

[*CTR]

 

7.8.1

[*CTR]

 

7.8.2

[*CTR]

 

7.8.3

[*CTR]

 

7.8.5

[*CTR]

 

7.9	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106665

[*CTR]

Page 14

 

established engineering practices to show compliance with these guarantees.

 

7.10

[*CTR]

 

7.11	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

 

8	EXCLUSIVE GUARANTEES

 

The only [*CTR] applicable to the Aircraft are those set forth in this Attachment.

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0668A		SS112-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-1977-LA-1106666

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 1977 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-823 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.

Boeing agrees to provide Customer with the [*CTR] in the Attachment. The Attachment sets forth [*CTR]. [*CTR]. Notwithstanding the provision of the [*CTR] in the Attachment, Boeing and Customer will work together in good faith to communicate the [*CTR] that will be offered [*CTR]

 

1.	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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.

 

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.

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-1106666
[*CTR]				Page 1
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

 

Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: FEBRUARY 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 1977		SA-36		AAL-PA-1977-LA-1106666
[*CTR]				Page 2
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 1

 

[*CTR]

FOR AMERICAN AIRLINES, INC.

 

SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY
2		FLIGHT PERFORMANCE
3		[*CTR]
4		[*CTR]
5		AIRCRAFT CONFIGURATION
6		GUARANTEE CONDITIONS
7		GUARANTEE COMPLIANCE
8		EXCLUSIVE GUARANTEES

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 2

 

1	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the [*CTR]) are applicable to the [*CTR]

 

2	FLIGHT PERFORMANCE

 

2.1

[*CTR]

 

2.1.1

The FAA approved [*CTR], shall not be more than the following guarantee value:

[*CTR]

 

2.1.2

The FAA approved [*CTR], shall not be less than the following guarantee value:

[*CTR]

Conditions:

[*CTR]

 

 

2.1.3

The FAA approved [*CTR], shall not be less than the following guarantee value:

[*CTR]

Conditions:

[*CTR]

 

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 3

 

2.2

[*CTR]

The FAA approved [*CTR], shall not be more than the following guarantee value:

[*CTR]

 

2.3

Mission

 

2.3.1

Mission Payload

The payload for a stage length of [*CTR] nautical miles in still air (equivalent to a distance of [*CTR]) using the conditions and operating rules defined below, shall not be less than the following guarantee value:

NOMINAL:             [*CTR]

TOLERANCE:        [*CTR]

GUARANTEE:        [*CTR]

Conditions and operating rules:

 

 

 

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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No. AAL-PA-1977-LA-1106666

[*CTR]

Page 4

 

		Cruise:		[*CTR]
		Descent:		[*CTR]
		Approach and Landing Maneuver:		[*CTR]
		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out: [*CTR]
				Takeoff and Climbout Maneuver: [*CTR]
				Approach and Landing Maneuver: [*CTR]
				Taxi-In (shall be consumed from the reserve fuel): [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]
2.3.2		Mission Payload
		The payload for a stage length of [*CTR] nautical miles in still air (equivalent to a distance of [*CTR]) using the conditions and operating rules defined below, shall not be less than the following guarantee value:
				NOMINAL:          [*CTR]
				TOLERANCE:     [*CTR]
				GUARANTEE:     [*CTR]
		Conditions and operating rules:

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 5

 

		Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		Takeoff:		[*CTR]
				The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the runway:
				[*CTR]                        [*CTR]
				1.                    [*CTR]                         [*CTR]
				The takeoff gross weight shall conform to FAA Regulations.
		Climbout Maneuver:		[*CTR]
		Climb:		[*CTR]
		Cruise:		[*CTR]
		Descent:		[*CTR]
		Approach and Landing Maneuver:		[*CTR]
		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out: [*CTR]
				Takeoff and Climbout Maneuver: [*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 6

 

				Approach and Landing Maneuver: [*CTR]
				Taxi-In (shall be consumed from the reserve fuel): [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]
				[*CTR]
2.3.3		Mission Payload
		The payload for a stage length of [*CTR] nautical miles in still air (equivalent to a distance of [*CTR]) using the conditions and operating rules defined below, shall not be less than the following guarantee value:
				NOMINAL:            [*CTR]
				TOLERANCE:        [*CTR]
				GUARANTEE:        [*CTR]
		Conditions and operating rules:
		Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		Takeoff:		[*CTR]
				The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the runway:

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 7

 

		[*CTR]				[*CTR]
		1.                      [*CTR]				[*CTR]
		2.                      [*CTR]				[*CTR]
		3.                     [*CTR]				[*CTR]
		4.                     [*CTR]				[*CTR]
		5.                      [*CTR]				v
		[*CTR]
		The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:		[*CTR]
Climb:		[*CTR]
Cruise:		[*CTR]
Descent:		[*CTR]
Approach and Landing Maneuver:		[*CTR]
Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
		Taxi-Out: [*CTR]
		Takeoff and Climbout Maneuver: [*CTR]
		Approach and Landing Maneuver: [*CTR]
		Taxi-In (shall be consumed from the reserve fuel): [*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 8

 

				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]
2.3.4		Mission Block Fuel
				The block fuel for a stage length of [*CTR] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:
				NOMINAL:             [*CTR]
				TOLERANCE:         [*CTR]
				GUARANTEE:         [*CTR]
		Conditions and operating rules:
		Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.
		Takeoff:		[*CTR]
				The takeoff gross weight is not limited by the airport conditions.
		Climbout Maneuver:		[*CTR]
		Climb:		[*CTR]
		Cruise:		[*CTR]
		Descent:		[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 9

 

		Approach and Landing Maneuver:		[*CTR]
		Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
				Taxi-Out: [*CTR]
				Takeoff and Climbout Maneuver: [*CTR]]
				Approach and Landing Maneuver: [*CTR]
				Taxi-In (shall be consumed from the reserve fuel): [*CTR]
				Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
				[*CTR]
2.3.5		Operational Empty Weight Basis
		The Operational Empty Weight (OEW) derived in Paragraph 2.3.6 is the basis for the mission guarantees of Paragraphs 2.3.1, 2.3.2, 2.3.3 and 2.3.4.

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 10

 

2.3.6

737-900ER Weight Summary—American Airlines

 

Pounds

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Standard and Operational Items Allowance (Paragraph 2.3.7)

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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No. AAL-PA-1977-LA-1106666

[*CTR]

Page 11

 

[*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

[*CTR]

[

*CTR]

[

*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 12

 

 

2.3.7

Standard and Operational Items Allowance

 

		Qty		Pounds		Pounds		Pounds
Standard Items Allowance								[*CTR]
Unusable Fuel						[*CTR]
Oil						[*CTR]
Oxygen Equipment						[*CTR]
Passenger Portable		[*CTR]		[*CTR]
Crew Masks		[*CTR]		[*CTR]
Miscellaneous Equipment						[*CTR]
Crash Axe		[*CTR]		[*CTR]
Megaphones		[*CTR]		[*CTR]
Flashlights		[*CTR]		[*CTR]
Smoke Hoods		[*CTR]		[*CTR]
Galley Structure & Fixed Inserts						[*CTR]
Operational Items Allowance								[*CTR]
Crew and Crew Baggage						[*CTR]
Flight Crew (incl. baggage)		[*CTR]		[*CTR]
Cabin Crew (incl. baggage)		[*CTR]		[*CTR]
Catering Allowance & Removable Inserts						[*CTR]
First Class		[*CTR]		[*CTR]
Tourist Class		[*CTR]		[*CTR]
Passenger Service Equipment		[*CTR]				[*CTR]
Potable Water [*CTR]						[*CTR]
Waste Tank Disinfectant						[*CTR]
Emergency Equipment						[*CTR]
Escape Slides—Forward		[*CTR]		[*CTR]
Escape Slides—Aft		[*CTR]		[*CTR]
Life Vests—Crew and Passengers		[*CTR]		[*CTR]
Life Rafts		[*CTR]		[*CTR]
Auto Radio Beacon (ELT)		[*CTR]		[*CTR]
Total Standard and Operational Items Allowance								[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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No. AAL-PA-1977-LA-1106666

[*CTR]

Page 13

 

3

[*CTR]

[*CTR]

 

4

[*CTR]

 

4.1

[*CTR]

[*CTR]

 

4.2

[*CTR]

 

4.2.1

[*CTR]

 

4.2.2

[*CTR]

 

 

4.3

[*CTR]

[*CTR]

 

4.4

[*CTR]

[*CTR]

 

5	AIRCRAFT CONFIGURATION

 

5.1	The guarantees contained in this Attachment are based on the Aircraft configuration as defined in the original release of Detail Specification TBD (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 14

 

approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance, sound levels, and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees.

 

5.2

[*CTR]

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights.

 

6	GUARANTEE CONDITIONS

 

6.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

 

6.2	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, the 737-900ER Certification Basis regulations specified in the Type Certificate Data Sheet A16WE, Revision 40, dated April 27, 2007.

 

6.3

In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraphs 4.1 or 6.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

 

6.4	The [*CTR] and [*CTR] guarantees, and the [*CTR] of the mission guarantees are based on [*CTR]

 

6.5

[*CTR]

 

6.6

[*CTR]

 

6.7

[*CTR]

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 15

 

6.8

[*CTR]

 

6.9

[*CTR]

 

6.10

[*CTR]

 

6.11

[*CTR]

 

7	GUARANTEE COMPLIANCE

 

7.1	Compliance with the guarantees of Sections 2, 3 and 4 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 5 and the guarantee conditions of Section 6.

 

7.2	Compliance with the takeoff and landing guarantees and the takeoff portion of the mission guarantee shall be based on the FAA approved Airplane Flight Manual for the Model 737-900ER.

 

7.3

[*CTR]

 

7.4

[*CTR]

 

7.5

[*CTR]

 

7.6

[*CTR]

 

7.7	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

 

7.8

[*CTR]

 

7.8.1

[*CTR]

 

7.8.2

[*CTR]

 

7.8.3

[*CTR]

 

7.8.5

[*CTR]

 

7.9	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment to Letter Agreement

No. AAL-PA-1977-LA-1106666

[*CTR]

Page 16

 

7.10

[*CTR]

 

7.11	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

 

8	EXCLUSIVE GUARANTEES

The only [*CTR] applicable to the Aircraft are those set forth in this Attachment.

 

P.A. No. PA-1977
AERO-B-BBA4-M11-0670A		SS12-0372
BOEING PROPRIETARY

 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Exhibit 10.4

Supplemental Agreement No. 33

to

Purchase Agreement No. 1980

between

The Boeing Company

and

AMERICAN AIRLINES, INC

Relating to Boeing Model 777 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 33, entered into as of February 1, 2013, (SA-33) 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. 1980 dated as of October 31, 1997, as amended and supplemented, relating to Boeing Model 777 aircraft (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement; and

WHEREAS, Boeing and Customer desire to specify an order of precedence for assignment provisions within the Purchase Agreement, as further amended herein, and therefore Boeing and Customer have concurrently herewith executed Letter Agreement AAL-LA-1106678 entitled “Assignment Matters” (Assignment Letter);

NOW THEREFORE, in consideration of the mutual covenants herein contained the parties agree to amend the Purchase Agreement through the concurrent execution of the Assignment Letter and this SA 33 to reflect the order of precedence for the assignment provisions and as follows:

 

(a)

[*CTR]

 

(b)

The Table of Contents is deleted in its entirety and replaced with a revised Table of Contents, attached hereto, which sets forth the appropriate SA 33 references. The revised Table of Contents is hereby made part of the Purchase Agreement

 

P.A. No. 1980		SA-33		Page 1
AAL

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

The Purchase Agreement will be deemed to be amended to the extent provided herein and as so amended will continue in full force and effect. In the event of any inconsistency between the above provisions and the provisions contained in the referenced exhibits to this SA-33, 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:		/s/ The Boeing Company				By:		/s/ American Airlines, Inc.

Name:		The Boeing Company				Name:		American Airlines, Inc.

Its:		Attorney-In-Fact				Its:		VP Corporate Development and Treasurer

 

P.A. No. 1980		SA-33		Page 2
AAL

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

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 Delivery, Description, Price and Advance Payments ([*CTR] Deliveries) Jul. [*CTR] Airframe Base Year Jul. [*CTR] Engine Base Year		Original Purchase Agreement, SA-3, SA-17, SA-18, SA-26 & SA-31
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 Delivery, Description, Price and Advance Payments (November 2012 – July 2013 Deliveries) Jul. [*CTR] Airframe Base Year		SA-25, SA-26, SA-28, SA-31
1-8.		777-323ER Aircraft Delivery, Description, Price and Advance Payments (December [*CTR] and [*CTR] Deliveries) Jul. [*CTR] Airframe Base Year		SA-32

 

P.A. No. 1980		SA-33
Table of Contents		Page 1

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

TABLE OF CONTENTS, continued

 

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 [*CTR] Jul. 2001 Engine Base Year		SA-15 & SA-16
EXHIBIT				SA NUMBER
A.		Aircraft Configuration
A1.		Aircraft Configuration – 777-323ER             WITHDRAWN		SA-31
A2.		Aircraft Configuration – 777-323ER		SA-28
B.		Aircraft Delivery Requirements and Responsibilities		SA-20
C.		Defined Terms		SA-20
SUPPLEMENTAL EXHIBITS				SA NUMBER
AE1.		Escalation Adjustment Airframe and Optional Features - 777-323ER		SA-20
BFE1.		BFE Variables
BFE1-2.		BFE Variables - 777-323ER		SA-25, SA-26, SA-28
CS1.		Customer Support Variables
CS1-2		Customer Support Variables - 777-323ER		SA-20
SLP1		Service Life Policy Components
EE1-BR1.		Engine Escalation and Engine Warranty		SA-15
EE1-2.		Engine Escalation, Engine Warranty and Patent Indemnity – 777-323ER		SA-20

 

LETTER AGREEMENTS				PA or SA NUMBER
6-1162-AKP-070		Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft
6-1162-AKP-071R1		Purchase Obligations Terminated Per AAL-PA-1977-LA-1105595			PA3219

 

P.A. No. 1980		SA-33
Table of Contents		Page 2

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

TABLE OF CONTENTS, continued

 

 

LETTER AGREEMENTS				PA or SA NUMBER
6-1162-AKP-072R3		[*CTR] Terminated Per AAL-PA-1977-LA-1105595
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-31
Attachment C		Information Regarding QADP Rights		SA-32
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		SA-33
Table of Contents		Page 3

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

TABLE OF CONTENTS, continued

 

LETTER AGREEMENTS				PA or SA NUMBER
AAL PA 1980-LA-1207588		[*CTR] for Undelivered Aircraft		SA-30
AAL-PA-1980-LA-1208920		Delivery Flexibility for [*CTR] Purchase Rights		SA-30
AAL-LA-1106678		Assignment Matters		SA-33

 

P.A. No. 1980		SA-33
Table of Contents		Page 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Exhibit 10.5

Supplemental Agreement No. 34

to

Purchase Agreement No. 1980

between

The Boeing Company

and

AMERICAN AIRLINES, INC

Relating to Boeing Model 777 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 34, entered into this 1^st day of February, 2013, (SA-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, (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 (Purchase Agreement) and capitalized terms used herein without definition shall have the meanings specified therefore in such Purchase Agreement; and

WHEREAS, Customer desires to exercise its QADP rights of one 777-323ER Aircraft scheduled for delivery during the [*CTR] quarter of [*CTR] Delivery Aircraft)

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-34” legend is substituted in lieu thereof to reflect the changes made by this SA-34.

 

2.	Table 1-8:

Table 1-8 entitled “777-323ER Aircraft Delivery, Description, Price and Advance Payments” is deleted in its entirety and a revised Table 1-8, attached hereto and identified with an “SA-34” legend is substituted in lieu thereof to add the exercised [*CTR] Delivery Aircraft.

 

3.	Revision of Attachment C to Letter Agreement No. 6-1162-AKP-110R3:

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) is substituted in lieu thereof to reflect the exercised [*CTR] Delivery Aircraft.

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980				SA-34
		Page 1 Boeing Proprietary

---

EXECUTED IN DUPLICATE as of the day and year first above written.

 

THE BOEING COMPANY						AMERICAN AIRLINES, INC.
By:		/s/ The Boeing Company				By:		/s/ American Airlines, Inc.
Name:		The Boeing Company				Name:		American Airlines, Inc.
Its:		Attorney-In-Fact				Its:		VP Corporate Development and Treasurer

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980				SA-34
		Signature Page Boeing Proprietary

---

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 Delivery, Description, Price and Advance Payments [*CTR] Deliveries)     Jul. [*CTR] Airframe Base Year     Jul. [*CTR] Engine Base Year		Original Purchase Agreement, SA-3, SA-17, SA-18, SA-26 & SA-31
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 Delivery, Description, Price and Advance Payments     (November 2012 – July 2013 Deliveries)     Jul. [*CTR] Airframe Base Year		SA-25, SA-26, SA-28, SA-31
1-8.		777-323ER Aircraft Delivery, Description, Price and Advance     Payments (December [*CTR] and [*CTR] Deliveries)     Jul. [*CTR] Airframe Base Year		SA-34

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980				SA-34
		Table of Contents Page i Boeing Proprietary

---

TABLE OF CONTENTS, continued

 

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 [*CTR]     Jul. 2001 Engine Base Year		SA-15 & SA-16
EXHIBIT				SA NUMBER
A.		Aircraft Configuration
A1.		Aircraft Configuration – 777-323ER        WITHDRAWN		SA-31
A2.		Aircraft Configuration – 777-323ER		SA-28
B.		Aircraft Delivery Requirements and Responsibilities		SA-20
C.		Defined Terms		SA-20

SUPPLEMENTAL EXHIBITS				SA NUMBER
AE1.		Escalation Adjustment Airframe and Optional Features - 777-323ER		SA-20
BFE1.		BFE Variables
BFE1-2.		BFE Variables - 777-323ER		SA-25, SA-26, SA-28
CS1.		Customer Support Variables
CS1-2		Customer Support Variables - 777-323ER		SA-20
SLP1		Service Life Policy Components
EE1-BR1.		Engine Escalation and Engine Warranty		SA-15
EE1-2.		Engine Escalation, Engine Warranty and Patent Indemnity – 777-323ER		SA-20

LETTER AGREEMENTS				PA or SA NUMBER
6-1162-AKP-070		Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft
6-1162-AKP-071R1		Purchase Obligations     Terminated Per AAL-PA-1977-LA-1105595		PA3219
6-1162-AKP-072R3		[*CTR]     Terminated Per AAL-PA-1977-LA-1105595

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980				SA-34
		Table of Contents Page ii Boeing Proprietary

---

TABLE OF CONTENTS, continued

 

LETTER AGREEMENTS						PA or SA NUMBER
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-31
Attachment C				Information Regarding QADP Rights		SA-34
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
AAL PA 1980-LA-1207588				[*CTR] for Undelivered Aircraft		SA-30
AAL-PA-1980-LA-1208920				Delivery Flexibility for [*CTR] Purchase Rights		SA-30
AAL-LA-1106678				Assignment Matters		SA-33

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980				SA-34
		Table of Contents Page iii Boeing Proprietary

---

Table 1-8 to

Purchase Agreement No. PA-01980

777-323ER Aircraft Delivery, Description, Price and Advance Payments

 

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Serial Number

Exercised Via

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR] [*CTR]

[*CTR] Mos. [*CTR]

[*CTR] Mos. [*CTR]

Total [*CTR]

[*CTR] 2013

1

[*CTR]

31550

SA-28

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

33541

SA-31

[*CTR]

[*CTR]*

[*CTR]**

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

31553

SA-31

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

33127

SA-31

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

31554

SA-32

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

31549

SA-34

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

6

 

*	- Amount on hand for this Aircraft prior to SA-31

**	- Amount adjusted for amount on hand prior to SA-31

For the [*CTR] 2014 Aircraft: Boeing commits to [*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980 APR: 62891		Table 1-8, Page 1 of 1 Boeing Proprietary		SA-34

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Attachment C to Letter Agreement 6-1162-AKP-110R3 (Model 777)

Information Regarding QADP Rights

 

MSN or Item Number		Exercise Date		Delivery Quarter
101789		9/30/10		[*CTR]
31543		SA-20		[*CTR]
101790		3/31/11		[*CTR]		SA-21
41668		SA-23		[*CTR]
31548		SA-25		[*CTR]
41669		[*CTR]		[*CTR]		SA-27
68870		[*CTR]		[*CTR]		SA-21
31553		SA-31		[*CTR]		SA-31
33127		SA-31		[*CTR]		SA-31
31554		SA-32		[*CTR]		SA-32
31549		SA-34		[*CTR]		SA-34
101801		[*CTR]		[*CTR]
101790		[*CTR]		[*CTR]		SA-29
41669		[*CTR]		[*CTR]		SA-27
181031		[*CTR]		[*CTR]		SA-29
101798		[*CTR]		[*CTR]		SA-31
TBD		[*CTR]		[*CTR]		SA-30
68864		[*CTR]		[*CTR]		SA-31
71938		[*CTR]		[*CTR]		SA-31

Revisions made by SA-34 (in bold-face type above) and incorporated in Revised Attachment C:

 

1)	Revised to reflect the Customer’s exercise of its QADP rights of the [*CTR] Delivery Aircraft.

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980		Page 8		SA-34

Exhibit 10.6

Supplemental Agreement No. 35

to

Purchase Agreement No. 1980

between

The Boeing Company

and

AMERICAN AIRLINES, INC

Relating to Boeing Model 777 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 35, entered into this 13^{t h} day of February     , 2013, (SA-35) 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,(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 (Purchase Agreement) (and capitalized terms used herein without definition shall have the meanings specified therefore in such Purchase Agreement); and

WHEREAS, Customer has provided notice to [*CTR] 777-323ER Aircraft ([*CTR] 777-323ER Aircraft) [*CTR]

NOW THEREFORE, In consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:

 

1.	Table of Contents:

The “Table of Contents” to the Purchase Agreement is deleted in its entirety and a revised “Table of Contents,” attached hereto and identified with an “SA-35” legend is substituted in lieu thereof to reflect the changes made by this SA-35.

 

2.

Table 1:

Table 1 entitled “777-200ER Aircraft Delivery, Description, Price and Advance Payments” is deleted in its entirety.

 

3.

Table 1-8

Table 1-8 entitled “777-323ER Aircraft Delivery, Description, Price and Advance Payments” is deleted in its entirety and a revised Table 1-8, attached hereto and identified with an “SA-35” legend is substituted in lieu thereof to [*CTR] 777-323ER Aircraft.

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980				SA-35
		Page 1 Boeing Proprietary

---

EXECUTED IN DUPLICATE as of the day and year first above written.

 

THE BOEING COMPANY						AMERICAN AIRLINES, INC.
By:		/s/ The Boeing Company				By:		/s/ American Airlines, Inc.
Name:		The Boeing Company				Name:		American Airlines, Inc.
Its:		Attorney-In-Fact				Its:		VP Corporate Development and Treasurer

 

PA No. 1980				SA-35
		Signature Page Boeing Proprietary

---

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 Delivery, Description, Price and Advance Payments [*CTR] Deliveries)     Jul. [*CTR] Airframe Base Year     Jul. [*CTR] Engine Base Year		Original Purchase Agreement, SA-3, SA-17, SA-18, SA-26 & SA-31
		Terminated		SA-35
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 Delivery, Description, Price and Advance Payments     (November 2012 – July 2013 Deliveries)     Jul. [*CTR] Airframe Base Year		SA-25, SA-26, SA-28, SA-31
1-8.		777-323ER Aircraft Delivery, Description, Price and Advance     Payments (December [*CTR] and [*CTR] Deliveries)     Jul. [*CTR] Airframe Base Year		SA-35

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980				SA-35
		Table of Contents Page i Boeing Proprietary

---

TABLE OF CONTENTS, continued

 

 

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 [*CTR]     Jul. 2001 Engine Base Year		SA-15 & SA-16
EXHIBIT				SA NUMBER
A.		Aircraft Configuration
A1.		Aircraft Configuration – 777-323ER WITHDRAWN		SA-31
A2.		Aircraft Configuration – 777-323ER		SA-28
B.		Aircraft Delivery Requirements and Responsibilities		SA-20
C.		Defined Terms		SA-20

SUPPLEMENTAL EXHIBITS				SA NUMBER
AE1.		Escalation Adjustment Airframe and Optional Features - 777-323ER		SA-20
BFE1.		BFE Variables
BFE1-2.		BFE Variables - 777-323ER		SA-25, SA-26, SA-28
CS1.		Customer Support Variables
CS1-2		Customer Support Variables - 777-323ER		SA-20
SLP1		Service Life Policy Components
EE1-BR1.		Engine Escalation and Engine Warranty		SA-15
EE1-2.		Engine Escalation, Engine Warranty and Patent Indemnity – 777-323ER		SA-20

LETTER AGREEMENTS				PA or SA NUMBER
6-1162-AKP-070		Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft
6-1162-AKP-071R1		Purchase Obligations     Terminated Per AAL-PA-1977-LA-1105595			PA3219
6-1162-AKP-072R3		[*CTR]     Terminated Per AAL-PA-1977-LA-1105595
6-1162-AKP-073R1		Accident Claims and Litigation			PA3219

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980				SA-35
		Table of Contents Page ii Boeing Proprietary

---

TABLE OF CONTENTS, continued

 

 

LETTER AGREEMENTS				PA or SA NUMBER
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-31
Attachment C		Information Regarding QADP Rights		SA-34
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
AAL PA 1980-LA-1207588		[*CTR] for Undelivered Aircraft		SA-30
AAL-PA-1980-LA-1208920		Delivery Flexibility for [*CTR] Purchase Rights		SA-30
AAL-LA-1106678		Assignment Matters		SA-33

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980				SA-35
		Table of Contents Page iii Boeing Proprietary

---

Table 1-8 to

Purchase Agreement No. PA-01980

777-323ER Aircraft Delivery, Description, Price and Advance Payments

 

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Serial Number

Exercised Via

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR] [*CTR]

[*CTR] Mos. [*CTR]

[*CTR] Mos. [*CTR]

Total [*CTR]

[*CTR] 2013

1

[*CTR]

31550

SA-28

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

33541

SA-31

[*CTR]*

[*CTR]**

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

31553

SA-31

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

33127

SA-31

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

31554

SA-32

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

33523

SA-35

[*CTR]

[*CTR]***

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2014

1

[*CTR]

31549

SA-34

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2015

1

[*CTR]

33524

SA-35

[*CTR]

[*CTR]***

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2015

1

[*CTR]

31480

SA-35

[*CTR]

[*CTR]***

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2016

1

[*CTR]

32439

SA-35

[*CTR]

[*CTR]***

[*CTR]

[*CTR]

[*CTR]

[*CTR] 2016

1

[*CTR]

33538

SA-35

[*CTR]

[*CTR]***

[*CTR]

[*CTR]

[*CTR]

11

 

*	- Amount on hand for this Aircraft prior to SA-31

**	- Amount adjusted for amount on hand prior to SA-31

***	- Amount includes deposit on hand prior to SA-35

For the [*CTR] 2014 Aircraft: Boeing commits to [*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980				SA-35
[*CTR] [*CTR]

Exhibit 10.7

PURCHASE AGREEMENT NUMBER 03735

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 737 MAX Aircraft

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

TABLE OF CONTENTS

 

ARTICLES
Article 1.		Quantity, Model and Description
Article 2.		Delivery Schedule
Article 3.		Price
Article 4.		Payment
Article 5.		Additional Terms
Article 6		Confidentiality
TABLE
1.		Aircraft Information Table
EXHIBITS
A.		Aircraft Configuration
B.		Aircraft Delivery Requirements and Responsibilities
C.		Definitions
SUPPLEMENTAL EXHIBITS
AE1.		[*CTR]
BFE1.		BFE Variables
CS1.		Customer Support Variables
EE1.		[*CTR]
SLP1.		[*CTR]
LETTER AGREEMENTS
LA-1106648		Special Matters
LA-1106649		[*CTR]
LA-1106650		[*CTR]
LA-1106651		[*CTR]
LA-1106652		Aircraft Model Substitution
LA-1106654		AGTA Terms Revisions for MAX
LA-1106655		Open Matters – 737 MAX
LA-1106656		[*CTR]
LA-1106657		[*CTR]
LA-1106663		[*CTR]
LA-1106664		[*CTR]
LA-1106658		[*CTR]
LA-1106659		[*CTR]
LA-1106660		Spare Parts Initial Provisioning
LA-1106661		[*CTR]

 

PA-03735		TABLE OF CONTENTS		Page 1 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

LETTER AGREEMENTS, continued
LA-1106667		[*CTR]
LA-1106668		[*CTR]
LA-1106669		[*CTR]
LA-1106670		Confidentiality
LA-1106671		Miscellaneous Commitments
LA-1106672 LA-1106673 LA-1106677		[*CTR] CS1 Special Matters [*CTR]

 

PA-03735		TABLE OF CONTENTS		Page 2 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Purchase Agreement No. 03735

between

The Boeing Company

and

American Airlines, Inc.

This Purchase Agreement No. 03735 between The Boeing Company, a Delaware corporation, (Boeing) and American Airlines, Inc. (Customer) relating to the purchase and sale of Model 737 MAX Aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement Number AGTA-AAL dated October 31, 1997 between the parties, identified as AGTA-AAL (AGTA).

1. Quantity, Model and Description.

The aircraft to be delivered to Customer will be designated as Model 737 MAX Aircraft (Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming to the configuration described in the applicable Exhibit A in the quantities listed in the applicable Table 1 to the Purchase Agreement.

2. Delivery Schedule.

2.1 The scheduled nominal delivery month for each Aircraft (Nominal Delivery Month), as of the Effective Date, is listed in Table 1 of the Purchase Agreement. Additionally, Table 1 to the Purchase Agreement provides [*CTR]. No later than [*CTR] prior to the Nominal Delivery Month of Customer’s first Aircraft in each calendar year, Boeing will provide written notice setting forth the applicable month in the [*CTR] which will be the scheduled delivery month (Scheduled Delivery Month) for each Aircraft with a Nominal Delivery Month in such calendar year. Such notice will constitute an amendment to Table 1 to the Purchase Agreement. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.

2.2 [*CTR]

2.3 The Scheduled Delivery Month determined in accordance with Article 2.1 herein for each Aircraft shall be used for purposes of applying all provisions of the Purchase Agreement, including without limitation the BFE on-dock dates, and the calculation of Escalation Adjustment.

 

PA-03735		BASIC ARTICLES		Page 1 of 4
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

3. Price.

3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in the applicable Table 1 (in the base year dollars set forth on such Table 1) and is [*CTR] in accordance with the terms of this Purchase Agreement.

3.2 Advance Payment Base Prices. The Advance Payment Base Prices listed in the applicable Table 1 [*CTR]

4. Payment.

4.1 Boeing acknowledges receipt of a deposit in the amount shown in the applicable Table 1 for each Aircraft (Deposit).

4.2 [*CTR]

4.3 [*CTR]

4.4 [*CTR]

5. Additional Terms.

5.1 Aircraft Information Table. The applicable Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and Advance Payments and their schedules.

5.2 [*CTR]

5.3 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains supplier selection dates, on dock dates and other variables applicable to the Aircraft.

5.4 Customer Support Variables. Information, training, support, materials, data, goods, services and other things furnished by Boeing in support of introduction of the Aircraft into Customer’s fleet are described in Supplemental Exhibit CS1. [*CTR]

5.5 Engine Escalation Variables. [*CTR]

5.6 Service Life Policy Component Variables. Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.

 

PA-03735		BASIC ARTICLES		Page 2 of 4
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

5.7 Public Announcement. Boeing may make a public announcement regarding Customer’s purchase of the Aircraft only upon prior approval of Boeing’s press release by Customer. Customer may make such an announcement at its sole discretion but will use its reasonable efforts to notify Boeing prior to such announcement.

5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written (including but not limited to Letter Agreement AAL-PA-1977-LA-1105601 regarding the “Boeing 737 RE Program” dated July 19, 2011), and may be changed only in writing signed by authorized representatives of the parties.

5.9 Defined Terms. Exhibit C to this Purchase Agreement contains certain defined terms used in the AGTA or elsewhere in this Purchase Agreement. All capitalized terms used in this Purchase Agreement but otherwise defined shall have the meaning set forth in Exhibit C to this Purchase Agreement.

6. Confidentiality. 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.

 

PA-03735		BASIC ARTICLES		Page 3 of 4
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

AGREED AND ACCEPTED this
February 1, 2013
Date
THE BOEING COMPANY				AMERICAN AIRLINES, INC.
/s/ The Boeing Company				/s/ American Airlines, Inc.
Signature				Signature
The Boeing Company				American Airlines, Inc.
Printed name				Printed name
Attorney-in-Fact				VP Corporate Development and Treasurer
Title				Title

 

PA-03735		BASIC ARTICLES		Page 4 of 4
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

Airframe Model/MTOW:             737-8		159400 pounds		Detail Specification:		[*CTR]
Engine Model/Thrust:         CFM-LEAP-1B		Base Thrust		Airframe Price Base Year/Escalation Formula:		[*CTR]
Airframe Price:		[*CTR]		Engine Price Base Year/Escalation Formula:		[*CTR]
Optional Features:		[*CTR]
Sub-Total of Airframe and Features:		[*CTR]		Airframe Escalation Data:
Engine Price (Per Aircraft):		[*CTR]		Base Year Index (ECI):		[*CTR]
Aircraft Basic Price (Excluding BFE/SPE):		[*CTR]		Base Year Index (CPI):		[*CTR]
Buyer Furnished Equipment (BFE) Estimate:		[*CTR]
Seller Purchased Equipment (SPE) Estimate:		[*CTR]
Deposit per Aircraft:		[*CTR]

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44446

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44447

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44448

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 1
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR].

Total [*CTR]

[*CTR]-2018

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44449

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44450 & 44451

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44452 & 44453

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44454 & 44455

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44456 & 44457

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44458 & 44459

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44460 & 44461

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 2
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2018

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44462 & 44463

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2018

[*CTR]

44464 & 44465

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 3
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2018

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44466 & 44467

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44468 & 44469

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44470 & 44471

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44472 & 44473

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44474

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44475 & 44476

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44477

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 4
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44478 & 44479

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44480 & 44481

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44482

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44483 & 44484

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

44485

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 5
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44486 & 44487

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44488

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44489 & 44490

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44491

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44492 & 44493

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44494 & 44495

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44496 & 44497

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 6
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44498 & 44499

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44500 & 44501

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44502 & 44503

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44504

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

44505

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 7
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44506 & 44507

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44508

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44509 & 44510

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44511

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44512 & 44513

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44514 & 44515

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44516 & 44517

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 8
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR].

Total [*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44518 & 44519

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44520

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44521 & 44522

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44523

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

44524 & 44525

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 9
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44526 & 44527

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44528

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44529 & 44530

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44531

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44532 & 44533

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44534 & 44535

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44536 & 44537

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 10
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Table 1 To

Purchase Agreement No. 03735

[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44538 & 44539

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44540

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44541 & 44542

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44543

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

44544 & 44545

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Total:

100

 

AAL-PA-03735  62355-1F.TXT		Boeing Proprietary		Page 11
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

American Airlines, Inc.

Exhibit A to Purchase Agreement Number 03735

 

AAL-PA-03735-EXA				Exhibit A, Page 1 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Exhibit A

AIRCRAFT CONFIGURATION

Dated as of the Effective Date of the Purchase Agreement

relating to

BOEING MODEL 737-8 MAX AIRCRAFT

[*CTR]

 

AAL-PA-03735-EXA				Exhibit A, Page 2 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

between

THE BOEING COMPANY

and

American Airlines, Inc.

Exhibit B to

Purchase Agreement Number 03735

 

AAL-PA-03735-EXB				Exhibit B Page 1 of 6
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Exhibit B

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

relating to

BOEING MODEL 737 MAX AIRCRAFT

Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.

1. GOVERNMENT DOCUMENTATION REQUIREMENTS.

Certain actions are required to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued documentation.

1.1 Airworthiness and Registration Documents. Not later than [*CTR] of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side of the Aircraft. In addition, and not later than [*CTR] of each Aircraft, Customer will, by letter to the regulatory authority having jurisdiction, authorize the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Aircraft.

Customer is responsible for furnishing any Temporary or Permanent Registration Certificates required by any governmental authority having jurisdiction to be displayed aboard the Aircraft after delivery.

1.2 Certificate of Sanitary Construction.

1.2.1 U.S. Registered Aircraft. Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft after delivery to Customer. The above Boeing obligation only applies to commercial passenger-configured aircraft.

1.2.2 Non-U.S. Registered Aircraft. If Customer requires a United States Certificate of Sanitary Construction at the time of delivery of the Aircraft, Customer will give written notice thereof to Boeing at least [*CTR] Boeing will then use commercially reasonable efforts to obtain the Certificate from the United States Public Health Service and present it to Customer at the time of Aircraft delivery. The above Boeing obligation only applies to commercial passenger-configured aircraft.

 

AAL-PA-03735-EXB				Exhibit B Page 2 of 6
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

1.3 Customs Documentation.

1.3.1 Import Documentation. If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not later than [*CTR] of each Aircraft of any documentation required by the customs authorities or by any other agency of the country of import.

1.3.2 General Declaration - U.S. If the Aircraft is intended to be exported from the United States, Boeing will prepare Customs Form 7507, General Declaration, for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing not later than [*CTR] all information required by U.S. Customs and Border Protection, including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers and passport expiration dates of all crew and passengers and (ii) a complete ferry flight itinerary, including point of exit from the United States for the Aircraft.

If Customer intends, during the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at delivery, Customer must notify Boeing not later than [*CTR] of such intention. If Boeing receives such notification, Boeing will provide to Customer the documents constituting a Customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the ferry flight.

1.3.3 Export Declaration - U.S. If the Aircraft is intended to be exported from the United States following delivery, and (i) Customer is a non-U.S. customer, Boeing will file an export declaration electronically with U.S. Customs and Border Protection (CBP), or (ii) Customer is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to file the export declaration with CBP.

2. Insurance Certificates.

Insurance certificate requirements are defined in Article 8 of the AGTA.

3. NOTICE OF FLYAWAY CONFIGURATION.

3.1 Flyaway Configuration Notice. Not later than [*CTR] of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested “flyaway configuration” of the Aircraft for its ferry flight. This configuration letter should include:

 

(i)

the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method of payment for such fuel, and fuel load for the ferry flight;

 

AAL-PA-03735-EXB				Exhibit B Page 3 of 6
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

(ii)

the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling; and

 

(iii)

any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer’s subsequent Aircraft.

The information contained in such configuration letter may be changed from time to time by the mutual consent of Boeing and Customer

3.2 Ferry Flight Information. Customer will provide to Boeing at least [*CTR] of each Aircraft:

 

(i)

a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and

 

(ii)

a complete ferry flight itinerary.

4. DELIVERY ACTIONS BY BOEING.

4.1 Schedule of Inspections. [*CTR]

4.2 Schedule of Demonstration Flights. [*CTR]

4.3 Schedule for Customer’s Flight Crew. Boeing will inform Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft.

4.3.1 [*CTR]

4.3.1 [*CTR]

4.4 [*CTR]

 

[*CTR]		[*CTR]
[*CTR]		[*CTR]

4.5 [*CTR]

4.6 Delivery Papers, Documents and Data. [*CTR]

4.7 Delegation of Authority. If specifically requested in advance by Customer, Boeing will present a certified copy of a Resolution of Boeing’s Board of Directors, designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.

 

AAL-PA-03735-EXB				Exhibit B Page 4 of 6
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

5. DELIVERY ACTIONS BY CUSTOMER.

5.1 Aircraft Radio Station License. At delivery Customer will provide its Aircraft Radio Station License (or a written statement of the location of the original license) to be placed on board the Aircraft following delivery.

5.2 Aircraft Flight Log. At delivery Customer will provide the Aircraft Flight Log for the Aircraft.

5.3 Delegation of Authority. Customer will present to Boeing at delivery of the Aircraft an original or certified copy of Customer’s Delegation of Authority designating and authorizing certain persons to act on its behalf in connection with delivery of the specified Aircraft.

5.4 TSA Waiver Approval. Customer may be required to have an approved Transportation Security Administration (TSA) waiver for the ferry flight depending upon the Customer’s en-route stop(s) and destination unless the Customer already has a TSA approved security program in place. Customer is responsible for application for the TSA waiver and obtaining TSA approval. Customer will provide a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center.

5.5 Electronic Advance Passenger Information System. Should the ferry flight of an Aircraft leave the United States, the Department of Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System (eAPIS). Customer needs to establish their own account with US Customs and Border Protection in order to file for departure. A copy of the eAPIS forms is to be provided by Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center.

 

AAL-PA-03735-EXB				Exhibit B Page 5 of 6
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

PURCHASE AGREEMENT DEFINITIONS

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Exhibit C to Purchase Agreement Number 03735

 

AAL-PA-03735-EXC				Exhibit C, Page 1 of 7
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

PURCHASE AGREEMENT DEFINITIONS

Dated as of the Effective Date of the Purchase Agreement

relating to

BOEING MODEL 737 MAX AIRCRAFT

I. Definitions.

The following terms, when used in capitalized form in this Purchase Agreement, including the AGTA and any exhibits, schedules, attachments, supplements, amendments and letter agreements to this Purchase Agreement, have the following meanings:

Advance Payments means the payments made by Customer in advance of delivery with respect of an Aircraft pursuant to Section 4.2 of the Purchase Agreement.

Advance Payment Base Price has the meaning set forth in Section 2.1.6 of the AGTA.

Affiliate, with respect to a specified Person, means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing.

AGTA has the meaning set forth in the recital of the Aircraft General Terms Agreement dated October 31, 1997 between Boeing and Customer.

Aircraft means any or all, as the context requires, of the Boeing Model 737 MAX aircraft described in Section 1 of the Basic Articles to the Purchase Agreement, and as further specified in Table 1, together with the Engines and Parts that are incorporated or installed in or attached to such aircraft.

Aircraft Basic Price has the meaning set forth in Section 2.1.4 of the AGTA.

 

AAL-PA-03735-EXC				Exhibit C, Page 2 of 7
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Aircraft Price has the meaning set forth in Section 2.1.7 of the AGTA.

Aircraft Software has the meaning set forth in Part 1 of the Product Assurance Document.

Airframe Escalation Adjustment Document has the meaning set forth in Section 2.1.5 of the AGTA.

Airframe Price has the meaning set forth in Section 2.1.1 of the AGTA.

ATA has the meaning set forth in Section 1 to Part 3 of the Customer Support Document.

Authorized Agent has the meaning set forth in Part 1 of the Product Assurance Document.

Average Direct Hourly Labor Rate has the meaning set forth in Part 1 of the Product Assurance Document.

BFE Provisions Document means the Buyer Furnished Equipment Provisions Document attached to the AGTA as Exhibit A.

Boeing has the meaning set forth in the recital of the AGTA.

Boeing Product has the meaning set forth in Part 1 of the Product Assurance Document.

Buyer Furnished Equipment or BFE has the meaning set forth in Section 1.2 of the AGTA.

Correct or Correction has the meaning set forth in Part 1 of the Product Assurance Document.

Corrected Boeing Product has the meaning set forth in Part 1 of the Product Assurance Document.

Customer has the meaning set forth in the recital of the AGTA.

[*CTR]

Deposit means the deposit made by Customer in respect of an Aircraft pursuant to Section 4.1 of the Purchase Agreement.

 

AAL-PA-03735-EXC				Exhibit C, Page 3 of 7
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Detail Specification means the Detail Specification identified in Exhibit A to the Purchase Agreement, as the same is amended from time to time by Boeing and Customer pursuant to Article 4 of the AGTA.

Development Changes has the meaning set forth in Section 4.2 of the AGTA.

Direct Labor has the meaning set forth in Part 1 of the Product Assurance Document.

Direct Materials has the meaning set forth in Part 1 of the Product Assurance Document.

Documents has the meaning set forth in the AGTA, within the first paragraph of section 1 of Part 3 of Exhibit B to the Customer Support Document.

Engine means each of the two engines installed on an Aircraft and identified in Table 1 to the Purchase Agreement, together with any and all Parts incorporated or installed in or attached to each such engine.

Engine Price has the meaning set forth in Section 2.1.3 of the AGTA.

Engine Supplier means the manufacturer of the Engine.

Escalation Adjustment has the meaning set forth in Section 2.1.5 of the AGTA.

Effective Date means the date set forth in the Purchase Agreement (prior to any amendment or supplement) that the Purchase Agreement is agreed to and accepted by Boeing and the Customer.

Excusable Delay has the meaning set forth in Section 7.1 of the AGTA.

FAA means the Federal Aviation Administration of the United States of America and any agency or instrumentality of the United States government succeeding to its functions.

Failed Component has the meaning set forth in Section 1 of Part 3 to the Product Assurance Document.

Failure has the meaning set forth in Section 1 of Part 3 to the Product Assurance Document.

 

AAL-PA-03735-EXC				Exhibit C, Page 4 of 7
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Federal Aviation Regulations means the regulations promulgated by the FAA from time to time and any official interpretations thereof.

Field Services has the meaning set forth in Section 1 of Part 2 to the Customer Support Document.

Governmental Authority means any federal, state, county, local or foreign governmental entity or municipality or subdivision thereof or any authority, arbitrator, department, commission, board, bureau, body, agency, court or other agency or instrumentality thereof.

Governmental Regulations means: (1) the Type Certificate for the Aircraft; (2) any other certification, license or approval issued or required for the Aircraft by the FAA or any other Governmental Authority having jurisdiction over Boeing or the Aircraft; (3) any other law, rule, order or regulation of the United States Government or any agency or instrumentality thereof, having jurisdiction over the Aircraft or Boeing; (4) all regulations and official interpretations of the certification, license, or approval requirements described in (1), (2) and (3) above; and (5) all airworthiness directives issued by the FAA.

Interface Problem has the meaning set forth in Section 1 of Part 5 of the Product Assurance Document.

Manufacturer Change has the meaning set forth in Section 3.2.1 of the AGTA.

Operator Changes has the meaning set forth in Section 3.3.1 of the AGTA.

Optional Features means those Parts identified as optional features in the Detail Specification.

Optional Features Prices has the meaning set forth in Section 2.1.2 of the AGTA.

Parts means any and all appliances, parts, instruments, appurtenances, accessories, furnishings, and other equipment or property of whatever nature incorporated or installed in or attached to an Aircraft upon delivery or otherwise (as applicable) pursuant to the Purchase Agreement.

Performance Guarantees has the meaning set forth in Section 5.4 of the AGTA.

 

AAL-PA-03735-EXC				Exhibit C, Page 5 of 7
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Person means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

Policy has the meaning set forth in Section 1 of Part 3 of the Product Assurance Document.

Product Assurance Document means the Product Assurance Document attached to the AGTA as Exhibit C.

Proprietary Information has the meaning set forth in Section 1 of Part 5 to the Customer Support Document.

Proprietary Materials has the meaning set forth in Section 1 of Part 5 to the Customer Support Document.

Purchase Agreement means Purchase Agreement No. 03735, of even date herewith, between Boeing and Customer for the purchase of the Aircraft, including, without limitation, the AGTA and any exhibits, schedules, attachments, supplements, amendments and letter agreements to such Purchase Agreement.

Scheduled Delivery Month means, with respect to an Aircraft, the scheduled month and year of delivery for such Aircraft as set forth in Section 2 of the Purchase Agreement.

Seller Furnished Equipment or SFE means those Parts incorporated or installed in, or attached to, the Aircraft by Boeing and designated as “seller furnished equipment.”

Seller Purchased Equipment or SPE means those Parts incorporated or installed in, or attached to, the Aircraft by Boeing and designated as “seller purchased equipment.”

SLP Component has the meaning set forth in Section 1 of Part 3 of Product Assurance Document.

Standard Airworthiness Certificate means a standard airworthiness certificate for transport category aircraft applicable to an Aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation Regulations (or any successor regulations).

Stipulated Rate has the meaning set forth in Section 1.3 of Letter Agreement No. AAL-PA-03735-LA-1106671 entitled “Miscellaneous Commitments for Boeing Model 737 MAX Aircraft”.

 

AAL-PA-03735-EXC				Exhibit C, Page 6 of 7
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Supplemental Agreement means a written, signed agreement of the parties that amends, modifies or otherwise revises (but does not replace) the Purchase Agreement.

Suppliers has the meaning set forth in Section 1 of Part 4 of the Product Assurance Document.

Supplier Product has the meaning set forth in Part 1 of the Product Assurance Document.

Taxes has the meaning set forth in Section 2.2 of the AGTA.

Type Certificate means a type certificate for transport category aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation Regulations or any successor regulation.

Warranty Inspections has the meaning set forth in Part 1 of the Product Assurance Document.

II. Interpretive Provisions.

When reference is made to an article, section, attachment, exhibit, schedule or supplement of the “AGTA” or a “Purchase Agreement” without further reference to a particular letter agreement, attachment, exhibit, schedule or supplement thereto, such reference shall be deemed to be a reference to the main text of the AGTA or such Purchase Agreement, respectively.

 

AAL-PA-03735-EXC				Exhibit C, Page 7 of 7
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

[*CTR]

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Supplemental Exhibit AE1

to Purchase Agreement Number 03735

 

AAL-PA-03735-EXAE1				Page 1 of 5
Supp. Exhibit AE1		BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

[*CTR]

relating to

BOEING MODEL 737 MAX AIRCRAFT

1. Formula.

[*CTR]

Note:

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

 

(iv)

[*CTR]

 

(v)

[*CTR]

 

(vi)

[*CTR]

2. Values to be Utilized in the Event of Unavailability.

 

2.1

[*CTR]

 

2.2

[*CTR]

 

2.3

[*CTR]

 

2.4

[*CTR]

Note:

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

AAL-PA-03735-EXAE1				Page 2 of 5
Supp. Exhibit AE1 BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

American Airlines, Inc.

Supplemental Exhibit BFE1

to Purchase Agreement Number 03735

 

AAL-PA-03735-BFE1				Page 1 of 3
Supp. Exhibit BFE1   BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 737-8 MAX AIRCRAFT

This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

[*CTR]

1. Supplier Selection.

Customer will:

(a) Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:

 

[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

 

*

[*CTR]

 

**

[*CTR]

 

(b)

[*CTR]

2. On-dock Dates and Other Information.

[*CTR]

3. Additional Delivery Requirements—Import.

[*CTR]

 

AAL-PA-03735-BFE1				Page 2 of 3
Supp. Exhibit BFE1   BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

CUSTOMER SUPPORT VARIABLES

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Supplemental Exhibit CS1

to Purchase Agreement Number 03735

 

AAL-PA-03735-CS1				Page 1 of 6
Supp. Exhibit CS1		BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

CUSTOMER SUPPORT VARIABLES

relating to

BOEING MODEL 737-8 MAX AIRCRAFT

Customer and Boeing will conduct planning conferences approximately [*CTR] or as mutually agreed, in order to develop and schedule a customized Customer Support Program to be furnished by Boeing in support of the Aircraft.

1. Maintenance Training.

 

1.1

[*CTR]

 

1.2

[*CTR]

 

1.3

[*CTR]

 

1.4

[*CTR]

 

1.5

[*CTR]

1.6 Training materials will be provided to each student. In addition, [*CTR] of training materials as used in Boeing’s training program, including [*CTR] will be provided for use in Customer’s own training program.

2. Flight Training.

 

2.1

[*CTR]

2.2 Training materials will be provided to each student. In addition, [*CTR] of training materials as used in Boeing’s training program, including [*CTR] will be provided for use in Customer’s own training program.

3. Planning Assistance.

3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:

3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide [*CTR] to assist with maintenance program development and to provide consulting related to maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

 

AAL-PA-03735-CS1				Page 2 of 6
Supp. Exhibit CS1		BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide [*CTR] to assist with the development of their ETOPS maintenance program and to provide consultation related to ETOPS maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by the Customer.

3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide consulting and data for ground support equipment, maintenance tooling and requirements for maintenance shops. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

3.1.4 Maintenance Engineering Evaluation. Upon request, Boeing will provide [*CTR] to evaluate Customer’s maintenance and engineering organization for conformance with industry best practices. The result of which will be documented by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a copy of the maintenance engineering evaluation presentation. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.

3.2 Spares.

 

(i)

Recommended Spares Parts List (RSPL). A customized RSPL, data and documents will be provided to identify spare parts required for Customer’s support program.

 

(ii)

Illustrated Parts Catalog (IPC). A customized IPC in accordance with ATA 100 will be provided.

 

(iii)

Provisioning Training. Provisioning training will be provided for Customer’s personnel at Boeing’s facilities, where documentation and technical expertise are available. Training is focused on the initial provisioning process and calculations reflected in the Boeing RSPL.

 

(iv)

Spares Provisioning Conference. A provisioning conference will be conducted, normally at Boeing’s facilities where technical data and personnel are available.

 

AAL-PA-03735-CS1				Page 3 of 6
Supp. Exhibit CS1		BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

4. Technical Data and Documents.

The following will be provided in mutually agreed formats (the format of the data to be discussed with Customer [*CTR] quantities:

 

4.1

Flight Operations.

Airplane Flight Manual

Operations Manual

[*CTR]

Weight and Balance Manual

Dispatch Deviation Procedures Guide

Flight Crew Training Manual

Performance Engineer’s Manual

Fault Reporting Manual

FMC Supplemental Data Document

Operational Performance Software

ETOPS Guide Vol. III

 

4.2

Maintenance.

Aircraft Maintenance Manual

Wiring Diagram Manual

Systems Schematics Manual

Fault Isolation Manual

Structural Repair Manual

[*CTR]

Standard Overhaul Practices Manual

Standard Wiring Practices Manual

Non-Destructive Test Manual

Service Bulletins and Index

Corrosion Prevention Manual

[*CTR]

Power Plant Buildup Manual

Combined Index

[*CTR]

All Operators Letters

Structural Item Interim Advisory and Index

Service Letters [*CTR]

Maintenance Tips

Production Management Data Base (PMDB)

[*CTR]

 

AAL-PA-03735-CS1				Page 4 of 6
Supp. Exhibit CS1		BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

4.3

Maintenance Planning.

Maintenance Planning Data Document

Maintenance Task Cards and Index

Maintenance Inspection Intervals Report

 

4.4

Spares.

Illustrated Parts Catalog

Standards Books

 

4.5

Facilities and Equipment Planning.

Facilities and Equipment Planning Document

Special Tool & Ground Handling Equipment Drawings & Index

Supplementary Tooling Documentation

Illustrated Tool and Equipment Manual

Aircraft Recovery Document

Airplane Characteristics for Airport Planning Document

Aircraft Rescue and Firefighting Document

Engine Handling Document

[*CTR]

ETOPS Guide Vols. I & II

 

4.6

Supplier Technical Data.

[*CTR]

 

4.7

Fleet Statistical Data and Reporting

Fleet Message and Fault Data views, charts, and reports

5. Aircraft Information.

5.1 Aircraft Information is defined as that data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) aircraft readiness log data; (iv) non-conformance reports; (v) line maintenance data; (vi) airplane message data, (vii) scheduled maintenance data; (viii) service bulletin incorporation; and (ix) aircraft data generated or received by equipment installed on Customer’s aircraft in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components.

5.2 License Grant. [*CTR]

For purposes of this article, Boeing is defined as The Boeing Company and its wholly owned subsidiaries.

 

5.3

[*CTR]

 

AAL-PA-03735-CS1				Page 5 of 6
Supp. Exhibit CS1		BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

[*CTR]

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Supplemental Exhibit EE1

to Purchase Agreement Number 03735

 

AAL-PA-03735-EE1				Page 1 of 8
Supp. Exhibit EE1 BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

[*CTR]

relating to

BOEING MODEL 737 MAX AIRCRAFT

1. ENGINE ESCALATION.

[*CTR]

2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.

[*CTR]

2.1 Title. [*CTR]

2.2 Patents.

2.2.1 [*CTR]

2.2.2 [*CTR]

2.2.3 [*CTR]

 

2.3

Initial Warranty. [*CTR]

 

2.4

Warranty Pass-On.

2.4.1 [*CTR]

2.4.2 [*CTR]

2.4.3 [*CTR]

 

2.5

New Engine Warranty.

2.5.1 [*CTR]

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

2.5.2 [*CTR]

(i) [*CTR]

(ii) [*CTR]

 

2.6

New Parts Warranty. [*CTR]

2.6.1 [*CTR]

2.7 [*CTR]

 

2.8

Ultimate Life Warranty.

2.8.1 [*CTR]

 

AAL-PA-03735-EE1				Page 2 of 8
Supp. Exhibit EE1 BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

(iv) [*CTR]

(v) [*CTR]

(vi) [*CTR]

(vii) [*CTR]

2.8.2 [*CTR]

 

2.9

Campaign Change Warranty.

2.9.1 [*CTR]

Engines and Modules

(i) [*CTR]

(ii) [*CTR]

2.9.2 [*CTR]

2.9.3 [*CTR]

 

2.10

Limitations. [*CTR]

 

2.11

Indemnity and Contribution.

2.11.1 [*CTR]

2.11.2 [*CTR]

 

AAL-PA-03735-EE1				Page 3 of 8
Supp. Exhibit EE1 BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

TABLE 1*

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735-EE1				Page 4 of 8
Supp. Exhibit EE1 BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

[*CTR]

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Supplemental Exhibit SLP1

to Purchase Agreement Number 03735

 

AAL-PA-03735-SLP1				Page 1 of 5
Supp. Exhibit SLP1		BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

[*CTR]

relating to

BOEING MODEL 737 MAX AIRCRAFT

This is the listing of SLP Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product Assurance Document to the AGTA and is a part of Purchase Agreement No. 03735.

1. [*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

 

(iv)

[*CTR]

 

(v)

[*CTR]

 

(vi)

[*CTR]

 

(vii)

[*CTR]

 

(viii)

[*CTR]

 

(ix)

[*CTR]

 

(x)

[*CTR]

 

(xi)

[*CTR]

2. [*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

 

(iv)

[*CTR]

 

(v)

[*CTR]

 

(vi)

[*CTR]

 

(vii)

[*CTR]

 

(viii)

[*CTR]

 

(ix)

[*CTR]

 

(x)

[*CTR]

 

AAL-PA-03735-SLP1				Page 2 of 5
Supp. Exhibit SLP1		BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

3. [*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

 

(iv)

[*CTR]

 

(v)

[*CTR]

 

(vi)

[*CTR]

4. [*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

 

(iv)

[*CTR]

 

(v)

[*CTR]

 

(vi)

[*CTR]

5. [*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

 

(iv)

[*CTR]

6. [*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

 

(iv)

[*CTR]

 

(v)

[*CTR]

 

(vi)

[*CTR]

 

(vii)

[*CTR]

 

(viii)

[*CTR]

 

(ix)

[*CTR]

 

(x)

[*CTR]

 

AAL-PA-03735-SLP1				Page 3 of 5
Supp. Exhibit SLP1		BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

7. [*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

 

(iv)

[*CTR]

 

(v)

[*CTR]

 

(vi)

[*CTR]

 

NOTE:

[*CTR]

 

AAL-PA-03735-SLP1				Page 4 of 5
Supp. Exhibit SLP1		BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106648

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		Special Matters
Reference:		Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-8 MAX 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.

1. Credit Memoranda.

Basic Credit Memorandum. [*CTR]

1.1 [*CTR]

1.2 [*CTR]

1.3 [*CTR]

1.4 [*CTR]

2. Other Credit Memoranda Terms.

2.1 [*CTR]

2.2 [*CTR]

3. Economic Considerations for the Substitute Aircraft.

If Customer substitutes an Aircraft pursuant to Letter Agreement No. AAL-PA-03735-LA-1106652 entitled “Aircraft Model Substitution”, then at delivery of each Substitute Aircraft Boeing agrees to provide Customer with the following credit memoranda:

 

AAL-PA-03735-LA-1106648

Special Matters		Page 1 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]

[*CTR]

4. FAA Manufacturer Changes.

[*CTR]

5. FAA Operator Changes.

[*CTR]

6. 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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part, without the prior written consent of Boeing.

7. 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:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

AAL-PA-03735-LA-1106648

Special Matters		Page 2 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

ACCEPTED AND AGREED TO this
Date:		February 1, 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106648

Special Matters		Page 4 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106649

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		[*CTR]
Reference:		Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737MAX 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.

1. [*CTR]

[*CTR] Boeing and Customer agree to the following terms and conditions:

1.1 [*CTR]

1.1.1 [*CTR]

1.1.2 [*CTR]

1.1.3 [*CTR]

2. [*CTR]

2.1 [*CTR]

2.2 [*CTR]

3. [*CTR]

3.1 [*CTR]

3.2 [*CTR]

 

AAL-PA-03735-LA-1106649

[*CTR]		Page 1 of 3

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

4. Confidential Treatment.

The information contained herein represents confidential business arrangements and has value precisely because it is not available generally or to other parties. By receiving this Letter Agreement, Customer and Boeing agree to limit the disclosure of its contents (including the existence of this Letter Agreement) to their respective employees and professional advisers with a need to know the contents for purposes of helping either party evaluate or implement the terms of the Letter Agreement, and who understand they are not to disclose its contents to any other person or entity without the prior written consent of the other party.

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		FEBRUARY 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106649

[*CTR]		Page 2 of 3

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106650

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		[*CTR]
Reference:		Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

The Purchase Agreement incorporates the terms and conditions of the AGTA. This Letter Agreement modifies certain terms and conditions of the AGTA and the Purchase Agreement with respect to the Aircraft.

1. [*CTR]

[*CTR]

 

[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]

2. [*CTR]

[*CTR]

 

AAL-PA-03735-LA-1106650

[*CTR]		LA Page 1 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

3. Confidentiality.

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.

4. Assignment.

4.1 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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part, without the prior written consent of Boeing,][ except to the extent permissible under the terms of the AGTA.

4.2 [*CTR]

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

 

AAL-PA-03735-LA-1106650

[*CTR]		LA Page 2 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106650

[*CTR]		LA Page 3 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106651

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		[*CTR]
Reference:		Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

1. Right to Purchase [*CTR].

Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in Table 1 to the Purchase Agreement as of the date of execution of this Letter Agreement, [*CTR].

2. Delivery.

The number of [*CTR] is listed in Attachment A to this Letter Agreement. No later than [*CTR] in each calendar year, Boeing will provide written notice setting forth [*CTR] with a Nominal Delivery Month in such calendar year. Such notice will constitute an amendment to Attachment A

3. Configuration.

3.1 Subject to the provisions of Section 3.2, below, the configuration for the [*CTR] will be the Detail Specification for the Aircraft at the revision level in effect at the time of Limited Scope Supplemental Agreement (as defined in Section 7). Such Detail Specification will be revised to include:

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

 

AAL-PA-03735-LA-1106651

[*CTR]		Page 1 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

3.2 Boeing reserves the right to configure the [*CTR] starting from a different configuration specification, provided that it can achieve the same configuration which would result pursuant to the provisions of Section 3.1.

4. Price.

4.1 The [*CTR] Aircraft Basic Price for each of the [*CTR] are identified in Attachment A to this Letter Agreement.

4.2 The [*CTR] Aircraft Basic Price for each of the [*CTR] shall be [*CTR]

4.3 The Advance Payment Base Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of Limited Scope Supplemental Agreement.

5. Payment.

5.1 [*CTR]

5.2 [*CTR]

5.3 [*CTR]

6. [*CTR].

[*CTR]

7. Limited Scope Supplemental Agreement.

[*CTR]

8. 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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part, without the prior written consent of Boeing.

9. 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-03735-LA-1106651

[*CTR]		Page 2 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106651

[*CTR]		Page 3 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Airframe Model/MTOW:             737-8		159400 pounds		Detail Specification:		[*CTR]
Engine Model/Thrust:         CFM-LEAP-1B		Base Thrust		Airframe Price Base Year/Escalation Formula:		[*CTR]
Airframe Price:		[*CTR]		Engine Price Base Year/Escalation Formula:		[*CTR]
Optional Features:		[*CTR]
Sub-Total of Airframe and Features:		[*CTR]		Airframe Escalation Data:
Engine Price (Per Aircraft):		[*CTR]		Base Year Index (ECI):		[*CTR]
Aircraft Basic Price (Excluding BFE/SPE):		[*CTR]		Base Year Index (CPI):		[*CTR]
Buyer Furnished Equipment (BFE) Estimate:		[*CTR]
Seller Purchased Equipment (SPE) Estimate:		[*CTR]
Deposit per Aircraft:		[*CTR]

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 1

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 2

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 3

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 4

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 5

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 6

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 7

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2023

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 8

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2023

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 9

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2024

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2024

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 10

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2024

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

-2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 11

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106651

[*CTR] 737-8 [*CTR] Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR] -2025

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] -2025

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Total:

60

 

AAL-PA-03735 62355-1F.TXT		Boeing Proprietary		Page 12

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

						The Boeing Company P.O. Box 3707         Seattle, WA 98124-2207

AAL-PA-03735-LA-1106652

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		Aircraft Model Substitution
Reference:		Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737MAX 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.

[*CTR]

1. Definitions.

Firm Aircraft, for purposes of this Letter Agreement, means the Boeing model 737-8 aircraft identified on Table 1 to the Purchase Agreement (as may be amended from time to time) or any [*CTR].

[*CTR]

Substitute Aircraft means any aircraft which Customer has designated, pursuant to Section 2 hereof, to be delivered in lieu of a Firm Aircraft or [*CTR].

2. Customer’s Written Notice.

Customer shall provide written notice (Substitution Notice) of its intention to substitute the purchase of an Aircraft [*CTR] with the purchase of a Substitute Aircraft

(i) [*CTR]

(ii) [*CTR]

[*CTR]

 

AAL-PA-03735-LA-1106652

Aircraft Model Substitution		Page 1 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

3. Boeing’s Production Capability.

3.1 [*CTR]

3.2 [*CTR]

3.3 [*CTR]

4. [*CTR]

[*CTR]

5. Supplemental Agreement.

[*CTR]

6. Price and Advance Payments.

6.1 The Airframe Price for the 737-7 and 737-9 are set forth in Attachment A and Attachment B, respectively, hereto. [*CTR]

6.2 [*CTR]

6.3 [*CTR]

7. 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’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part.

8. 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-03735-LA-1106652

Aircraft Model Substitution		Page 2 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106652

Aircraft Model Substitution		Page 3 of 4

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-7 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment  Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62359-1F.TXT		Boeing Proprietary		Page 1

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-7 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62359-1F.TXT		Boeing Proprietary		Page 2

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-7 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62359-1F.TXT		Boeing Proprietary		Page 3

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-7 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62359-1F.TXT		Boeing Proprietary		Page 4

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-7 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62359-1F.TXT		Boeing Proprietary		Page 5

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-7 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62359-1F.TXT		Boeing Proprietary		Page 6

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-7 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62359-1F.TXT		Boeing Proprietary		Page 7

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-7 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Total:

66

 

AAL-PA-03735 62359-1F.TXT		Boeing Proprietary		Page 8

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-9 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62363-1F.TXT		Boeing Proprietary		Page 1

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-9 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2019

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62363-1F.TXT		Boeing Proprietary		Page 2

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-9 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2019

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62363-1F.TXT		Boeing Proprietary		Page 3

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-9 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2020

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62363-1F.TXT		Boeing Proprietary		Page 4

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-9 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2020

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62363-1F.TXT		Boeing Proprietary		Page 5

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-9 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2021

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62363-1F.TXT		Boeing Proprietary		Page 6

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-9 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2021

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-03735 62363-1F.TXT		Boeing Proprietary		Page 7

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B To

Letter Agreement No. AAL-PA-03735-LA-1106652

[*CTR] 737-9 Substitution Aircraft Delivery, Description, Price and Advance Payments

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Nominal Delivery Month?

Escalation Estimate Adv Payment Base Price Per A/P

Advance  Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2022

2

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2023

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Total:

66

 

AAL-PA-03735 62363-1F.TXT		Boeing Proprietary		Page 8

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106654

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

AGTA Matters

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

1. AGTA Basic Articles.

1.1.1 Article 2.1.1, “Airframe Price,” of the basic articles of the AGTA is revised to read as follows: Airframe Price is defined as the price of the airframe for a specific model of Aircraft described in a Purchase Agreement. [*CTR]

1.1.2 Article 2.1.3, “Engine Price” of the basic articles of the AGTA is revised to read as follows: Engine Price is defined as the price set by the Engine Supplier for a specific Engine to be installed on the model of Aircraft described in a Purchase Agreement [*CTR]

1.1.3 Article 2.1.5, “Escalation Adjustment” of the basic articles of the AGTA is revised to read as follows: “Escalation Adjustment is defined as the aggregate price adjustment to the Airframe Price (which includes the basic engine price for Models [*CTR]) and the Optional Features Prices resulting from the calculation using the economic price formula contained in the Airframe and Optional Features Escalation Adjustment supplemental exhibit to the applicable purchase agreement. The price adjustment to the Engine Price for all other models of aircraft will be calculated using the economic price formula in the Engine Escalation Adjustment supplemental exhibit to the applicable purchase agreement.”

 

AAL-PA-03735-LA-1106654

AGTA Matters		LA Page 1 of 3

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

1.1.4 Article 9.2, “Assignment in Connection with Aircraft Financing”, is revised to read as follows:

“9.2 [*CTR]

2. Appendices to the AGTA.

2.1 In Appendix I, entitled “SAMPLE Insurance Certificate”, the Combined Single Limit Bodily Injury and Property Damage: U.S. Dollars ($) any one occurrence each Aircraft (with aggregates as applicable) is added for the 737-7, 737-8, and 737-9 in [*CTR]

2.2 Appendix II, entitled “Purchase Agreement Assignment” is hereby deleted in its entirety and replaced with the attached Revised Appendix II.

2.3 Appendix III, entitled “Manufacturer’s Consent and Agreement to Assignment of Warranties” is hereby deleted in its entirety and replaced with the attached Revised Appendix III.

3. Exhibit C to the AGTA, “Product Assurance Document”.

Solely for purposes of the Purchase Agreement, 737-7, 737-8, and 737-9 are added to the [*CTR] column in the table set forth in the existing Article 3.1 of Part 2 of Exhibit C to the AGTA.

4. [*CTR]

[*CTR]

5. 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-03735-LA-1106654

AGTA Matters		LA Page 2 of 3

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106654

AGTA Matters		LA Page 3 of 3

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Appendix II to Aircraft General Terms				Agreement No. AGTA-AAL

PURCHASE AGREEMENT ASSIGNMENT

[            ]

MSN [            ]

This PURCHASE AGREEMENT ASSIGNMENT, dated as of [                    ,     ], between AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Assignor”), and [                    ], a [                    ] (the “Assignee”).

[*CTR]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed as of the day and year first above written.

 

 

2

PURCHASE AGREEMENT ASSIGNMENT (MSN [*])

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

CONSENT AND AGREEMENT

[            ]

Manufacturer’s Serial No. [            ]

The undersigned, THE BOEING COMPANY, a Delaware corporation, hereby acknowledges notice of and consents to all of the terms of the foregoing Purchase Agreement Assignment [            ] dated as of [                    ,         ] between the Assignee and the Assignor (herein called the “Assignment”, the defined terms therein being hereinafter used with the same meaning) as it relates to the Aircraft and the Manufacturer and hereby confirms to the Assignee that:

[*CTR]

Dated as of                     , 20    

 

 

PURCHASE AGREEMENT ASSIGNMENT (MSN        )

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Appendix III to Aircraft General Terms				Agreement No. AGTA-AAL

MANUFACTURER’S CONSENT AND AGREEMENT TO

ASSIGNMENT OF WARRANTIES

BOEING MODEL             MSN             

Reference is made to (i) Purchase Agreement No. [            ], dated as of [            ] (as amended, modified and supplemented, the “Purchase Agreement”), between THE BOEING COMPANY, a Delaware corporation (the “Manufacturer”), and AMERICAN AIRLINES, INC., a Delaware corporation (“American”), which Purchase Agreement incorporates the provisions of the Aircraft General Terms Agreement, dated as of October 31, 1997 (the “AGTA”), between the Manufacturer and American and (ii) the Boeing [model] [type] aircraft bearing Manufacturer’s serial number [            ] and U.S. Registration No. N[            ] (the “Aircraft”). [*CTR]

[*CTR]

 

Appendix III to AGTA,

FORM OF PURCHASE AGREEMENT ASSIGNMENT (            ), Page 4 of 5

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Dated:                     , 20    

 

 

Accepted and Agreed:   AMERICAN AIRLINES, INC.
By:
Name:
Title:

 

[Name of Security Trustee], as Security Trustee
By:
Name:
Title:

 

Appendix III to AGTA,

FORM OF PURCHASE AGREEMENT ASSIGNMENT (            ), Page 5 of 5

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

SCHEDULE A

Account Information

Account Bank: [*]

Swift Code: [*]

ABA/Fedwire: [*]

Account Number: [*]

Ref: [*]

 

Appendix III to AGTA,

FORM OF PURCHASE AGREEMENT ASSIGNMENT (            ), Page 6 of 5

Schedule A, Account Information

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106655

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

Open Configuration Matters

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

1. Aircraft Configuration.

1.1 Initial Configuration. The initial configuration of Customer’s Model 737-8 MAX Aircraft has been defined by Boeing Model 737-8 MAX basic specification as described in Article 1 and Exhibit A of the Purchase Agreement. [*CTR]

1.2 Final Configuration Schedule. [*CTR]

1.2.1 [*CTR]

1.2.2 [*CTR]

2. Amendment of the Purchase Agreement.

Within [*CTR] following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:

2.1 Changes applicable to the basic Model 737-8 MAX aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and the Final Configuration date.

2.2 Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those Optional Features which have been agreed to by Customer and Boeing pursuant to Article 1.2 above (Customer Configuration Changes);

 

AAL-PA-03735-LA-1106655
Open Configuration Matters		Page 1 of 4
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

2.3 Revisions to the Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE;

2.4 [*CTR]

2.5 [*CTR]

2.5.1 [*CTR]

2.5.2 [*CTR]

Figure 1

 

[*CTR]			[*CTR]
[*CTR]			[*CTR]

3. Other Letter Agreements.

3.1 [*CTR]

3.1.1 [*CTR]

3.1.2 [*CTR]

3.1.3 [*CTR]

 

AAL-PA-03735-LA-1106655
Open Configuration Matters		Page 2 of 4
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

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:		/s/ The Boeing Company
Its:		Attorney-In-Fact

 

AAL-PA-03735-LA-1106655
Open Configuration Matters		Page 3 of 4
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106655
Open Configuration Matters		Page 4 of 4
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106656

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

1. [*CTR]

1.1 [*CTR]

1.2 [*CTR]

1.3 [*CTR]

2. [*CTR]

[*CTR]

3. [*CTR]

[*CTR]

4. Confidentiality.

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.

 

AAL-PA-03735-LA-1106656
[*CTR]		Page 1 of 3
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

5. 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’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part, without the prior written consent of Boeing.

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106656
[*CTR]		Page 2 of 3
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106657

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-MAX 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.

Boeing agrees to provide Customer with the [*CTR] in the Attachment. The Attachment sets forth [*CTR] for 787-7. [*CTR]. Notwithstanding the provision of the [*CTR] in the Attachment, Boeing and Customer will work together in good faith to communicate the [*CTR] that will be offered prior to Customer [*CTR]

1. 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’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part.

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-03735-LA-1106657
[*CTR]		Page 1 of 2
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106657
[*CTR]		Page 2 of 2
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106657

[*CTR]

Page 1

 

[*CTR]

FOR AMERICAN AIRLINES, INC.

 

SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY
2		FLIGHT PERFORMANCE
3		AIRCRAFT CONFIGURATION
4		GUARANTEE CONDITIONS
5		GUARANTEE COMPLIANCE
6		EXCLUSIVE GUARANTEES

 

P.A. No. 03735, AAL-PA-03735-LA-1106657		Attachment, Page 1 of 11
AERO-B-BBA4-M12-0764		SS12-0372
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106657

[*CTR]

Page 2

 

1	AIRCRAFT MODEL APPLICABILITY

 

The guarantees contained in this Attachment (the [*CTR]) are applicable [*CTR]

 

2	FLIGHT PERFORMANCE

 

2.1

Mission

 

2.1.1

Mission Payload

 

The payload for a stage length of [*CTR] nautical miles in still air (representative [*CTR]) using the conditions and operating rules defined below, shall not be less than the following guarantee value:

 

 

Conditions and operating rules:

 

 

P.A. No. 03735, AAL-PA-03735-LA-1106657		Attachment, Page 2 of 11
AERO-B-BBA4-M12-0764		SS12-0372
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106657

[*CTR]

Page 3

 

 

2.1.2

Mission Block Fuel

 

The block fuel for a stage length of [*CTR] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

 

 

Conditions and operating rules:

 

 

P.A. No. 03735, AAL-PA-03735-LA-1106657		Attachment, Page 3 of 11
AERO-B-BBA4-M12-0764		SS12-0372
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106657

[*CTR]

Page 4

 

 

P.A. No. 03735, AAL-PA-03735-LA-1106657		Attachment, Page 4 of 11
AERO-B-BBA4-M12-0764		SS12-0372
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106657

[*CTR]

Page 5

 

 

2.1.3

Operational Empty Weight Basis

 

The mission guarantees of Paragraphs 2.1.1 and 2.1.2 are based on an Operational Empty Weight (OEW) that includes the customer changes in Paragraph 2.1.4 and the Standard and Operational items of Paragraph 2.1.5.

 

P.A. No. 03735, AAL-PA-03735-LA-1106657		Attachment, Page 5 of 11
AERO-B-BBA4-M12-0764		SS12-0372
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106657

[*CTR]

Page 6

 

2.1.4

[*CTR]

 

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

P.A. No. 03735, AAL-PA-03735-LA-1106657		Attachment, Page 6 of 11
AERO-B-BBA4-M12-0764		SS12-0372
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106657

[*CTR]

Page 7

 

2.1.5

Standard and Operational Items Allowance

 

Qty

Pounds

Pounds

Pounds

Standard Items Allowance

[*CTR]

Unusable Fuel

[*CTR]

Oil

[*CTR]

Additional Engine Fluids

[*CTR]

Oxygen Equipment

[*CTR]

Passenger Portable

[*CTR]

[*CTR]

Crew Masks

[*CTR]

[*CTR]

Miscellaneous Equipment

[*CTR]

Crash Axe

[*CTR]

[*CTR]

Megaphones

[*CTR]

[*CTR]

Flashlights

[*CTR]

[*CTR]

Smoke Hoods

[*CTR]

[*CTR]

Galley Structure & Fixed Inserts

[*CTR]

Operational Items Allowance

[*CTR]

Crew and Crew Baggage

[*CTR]

Flight Crew (incl. baggage)

[*CTR]

[*CTR]

Cabin Crew (incl. baggage)

[*CTR]

[*CTR]

Catering Allowance & Removable Inserts

[*CTR]

First Class

[*CTR]

[*CTR]

Tourist Class

[*CTR]

[*CTR]

Passenger Service Equipment

[*CTR]

[*CTR]

Potable Water [*CTR]

[*CTR]

Waste Tank Disinfectant

[*CTR]

Emergency Equipment

[*CTR]

Escape Slides - Forward

[*CTR]

[*CTR]

Escape Slides - Aft

[*CTR]

[*CTR]

Life Vests - Crew and Passengers

[*CTR]

[*CTR]

Life Rafts

[*CTR]

[*CTR]

Auto Radio Beacon (ELT)

[*CTR]

[*CTR]

Total Standard and Operational Items Allowance

[*CTR]

 

P.A. No. 03735, AAL-PA-03735-LA-1106657		Attachment, Page 7 of 11
AERO-B-BBA4-M12-0764		SS12-0372
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106657

[*CTR]

Page 8

 

3	AIRCRAFT CONFIGURATION

 

3.1

The guarantees contained in this Attachment are based on the Aircraft configuration as defined in the original release of Detail Specification TBD (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees.

 

3.2

[*CTR]

 

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

 

(2) The difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights.

 

4	GUARANTEE CONDITIONS

 

4.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

 

4.2

In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

 

4.3

[*CTR]

 

P.A. No. 03735, AAL-PA-03735-LA-1106657		Attachment, Page 8 of 11
AERO-B-BBA4-M12-0764		SS12-0372
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106657

[*CTR]

Page 9

 

4.4

[*CTR]

 

4.5

[*CTR]

 

5	GUARANTEE COMPLIANCE

 

5.1	Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

 

5.2

[*CTR]

 

5.3

[*CTR]

 

5.4	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

 

5.5	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

 

6	EXCLUSIVE GUARANTEES

 

The only [*CTR] applicable to the Aircraft are those set forth in this Attachment.

 

P.A. No. 03735, AAL-PA-03735-LA-1106657		Attachment, Page 9 of 11
AERO-B-BBA4-M12-0764		SS12-0372
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106663

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-MAX 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.

Boeing agrees to provide Customer with the [*CTR] in the Attachment. The Attachment sets forth [*CTR] for 787-8. [*CTR]. Notwithstanding the provision of the [*CTR] in the Attachment, Boeing and Customer will work together in good faith to communicate the [*CTR] that will be offered prior to Customer [*CTR]

1. 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’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part.

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-03735-LA-1106663
[*CTR]		Page 1 of 2
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106663
[*CTR]		Page 2 of 2
BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106663

[*CTR]

Page 1

 

[*CTR]

FOR AMERICAN AIRLINES, INC.

 

SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY
2		FLIGHT PERFORMANCE
3		AIRCRAFT CONFIGURATION
4		GUARANTEE CONDITIONS
5		GUARANTEE COMPLIANCE
6		EXCLUSIVE GUARANTEES

 

P.A. No. 03735, AAL-PA-03735-LA-1106663		Attachment, Page 1 of 11
AERO-B-BBA4-M12-0761		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106663

[*CTR]

Page 2

 

1	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “[*CTR]) are applicable to the [*CTR]

 

2	FLIGHT PERFORMANCE

 

2.1

Mission

 

2.1.1

Mission Payload

The payload for a stage length of [*CTR] nautical miles in still air (representative of a [*CTR]) using the conditions and operating rules defined below, shall not be less than the following guarantee value:

 

 

		[*CTR]
Conditions and operating rules:
Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Takeoff:		[*CTR]   The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:		[*CTR]
Climb:		[*CTR]
Cruise:		[*CTR]
Descent:		[*CTR]
Approach and Landing Maneuver:		[*CTR]

 

P.A. No. 03735, AAL-PA-03735-LA-1106663		Attachment, Page 2 of 11
AERO-B-BBA4-M12-0761		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106663

[*CTR]

Page 3

 

Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
		Taxi-Out:         [*CTR]
		Takeoff and Climbout Maneuver:         [*CTR]
		Approach and Landing Maneuver:         [*CTR]
		Taxi-In (shall be consumed from the reserve fuel):         [*CTR]
		Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
		[*CTR]

 

2.1.2

Mission Block Fuel

The block fuel for a stage length of [*CTR] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

 

		GUARANTEE: [*CTR]
Conditions and operating rules:
Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.

 

P.A. No. 03735, AAL-PA-03735-LA-1106663		Attachment, Page 3 of 11
AERO-B-BBA4-M12-0761		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106663

[*CTR]

Page 4

 

Takeoff:		[*CTR]
		The takeoff gross weight is not limited by the airport conditions.
		Maximum takeoff thrust is used for the takeoff.
		The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:		[*CTR]
Climb:		[*CTR]
Cruise:		[*CTR]
Descent:		[*CTR]
Approach and Landing Maneuver:		[*CTR]
Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
		Taxi-Out:         [*CTR]
		Takeoff and Climbout Maneuver:         [*CTR]
		Approach and Landing Maneuver:         [*CTR]
		Taxi-In (shall be consumed from the reserve fuel):         [*CTR]
		Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
		[*CTR]

 

P.A. No. 03735, AAL-PA-03735-LA-1106663		Attachment, Page 4 of 11
AERO-B-BBA4-M12-0761		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106663

[*CTR]

Page 5

 

2.1.3

Operational Empty Weight Basis

The mission guarantees of Paragraphs 2.1.1 and 2.1.2 are based on an Operational Empty Weight (OEW) that includes the customer changes in Paragraph 2.1.4 and the Standard and Operational items of Paragraph 2.1.5.

 

P.A. No. 03735, AAL-PA-03735-LA-1106663		Attachment, Page 5 of 11
AERO-B-BBA4-M12-0761		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106663

[*CTR]

Page 6

 

2.1.4

[*CTR]

 

								[*CTR]
[*CTR]
[*CTR]								[*CTR]
[*CTR]
[*CTR]								[*CTR]
[*CTR]								[*CTR]
[*CTR]								[*CTR]
[*CTR]								[*CTR]
[*CTR]								[*CTR]
[*CTR]								[*CTR]
[*CTR]								[*CTR]
		[*CTR]		[*CTR]		[*CTR]
[*CTR]						[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]

 

P.A. No. 03735, AAL-PA-03735-LA-1106663		Attachment, Page 6 of 11
AERO-B-BBA4-M12-0761		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106663

[*CTR]

Page 7

 

2.1.5

Standard and Operational Items Allowance

 

		Qty		Pounds		Pounds		Pounds
Standard Items Allowance								[*CTR]
Unusable Fuel						[*CTR]
Oil						[*CTR]
Additional Engine Fluids						[*CTR]
Oxygen Equipment						[*CTR]
Passenger Portable		[*CTR]		[*CTR]
Crew Masks		[*CTR]		[*CTR]
Miscellaneous Equipment						[*CTR]
Crash Axe		[*CTR]		[*CTR]
Megaphones		[*CTR]		[*CTR]
Flashlights		[*CTR]		[*CTR]
Smoke Hoods		[*CTR]		[*CTR]
Galley Structure & Fixed Inserts						[*CTR]
Operational Items Allowance								[*CTR]
Crew and Crew Baggage						[*CTR]
Flight Crew (incl. baggage)		[*CTR]		[*CTR]
Cabin Crew (incl. baggage)		[*CTR]		[*CTR]
Catering Allowance & Removable Inserts						[*CTR]
First Class		[*CTR]		[*CTR]
Tourist Class		[*CTR]		[*CTR]
Passenger Service Equipment		[*CTR]				[*CTR]
Potable Water [*CTR]						[*CTR]
Waste Tank Disinfectant						[*CTR]
Emergency Equipment						[*CTR]
Escape Slides - Forward		[*CTR]		[*CTR]
Escape Slides - Aft		[*CTR]		[*CTR]
Life Vests - Crew and Passengers		[*CTR]		[*CTR]
Life Rafts		[*CTR]		[*CTR]
Auto Radio Beacon (ELT)		[*CTR]		[*CTR]
Total Standard and Operational Items Allowance								[*CTR]

 

P.A. No. 03735, AAL-PA-03735-LA-1106663		Attachment, Page 7 of 11
AERO-B-BBA4-M12-0761		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106663

[*CTR]

Page 8

 

3	AIRCRAFT CONFIGURATION

 

3.1

The guarantees contained in this Attachment are based on the Aircraft configuration as defined in the original release of Detail Specification TBD (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees.

 

3.2

[*CTR]

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights.

 

4	GUARANTEE CONDITIONS

 

4.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

 

4.2

In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

 

4.3

[*CTR]

 

4.4

[*CTR]

 

4.5

[*CTR]

 

P.A. No. 03735, AAL-PA-03735-LA-1106663		Attachment, Page 8 of 11
AERO-B-BBA4-M12-0761		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106663

[*CTR]

Page 9

 

5	GUARANTEE COMPLIANCE

 

5.1	Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

 

5.2

[*CTR]

 

5.3

[*CTR]

 

5.4	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

 

5.5	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

 

6	EXCLUSIVE GUARANTEES

 

The only [*CTR] applicable to the Aircraft are those set forth in this Attachment.

 

P.A. No. 03735, AAL-PA-03735-LA-1106663		Attachment, Page 9 of 11
AERO-B-BBA4-M12-0761		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

		The Boeing Company      P.O. Box 3707                 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106664

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-MAX 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.

Boeing agrees to provide Customer with the [*CTR] in the Attachment. The Attachment sets forth [*CTR] for 787-9. [*CTR] Notwithstanding the provision of the [*CTR] in the Attachment, Boeing and Customer will work together in good faith to communicate the [*CTR] that will be offered prior to Customer [*CTR]

1. 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’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part.

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-03735-LA-1106664
[*CTR]		Page 1 of 2

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106664
[*CTR]		Page 2 of 2

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106664

[*CTR]

Page 1

 

[*CTR]

FOR AMERICAN AIRLINES, INC.

 

SECTION		CONTENTS
1		AIRCRAFT MODEL APPLICABILITY
2		FLIGHT PERFORMANCE
3		AIRCRAFT CONFIGURATION
4		GUARANTEE CONDITIONS
5		GUARANTEE COMPLIANCE
6		EXCLUSIVE GUARANTEES

 

P.A. No. 03735 AAL-PA-03735-LA-1106664		Attachment, Page 1 of 11
AERO-B-BBA4-M12-0762		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106664

[*CTR]

Page 2

 

1	AIRCRAFT MODEL APPLICABILITY

The guarantees contained in this Attachment (the “[*CTR]) are applicable to the [*CTR]

 

2	FLIGHT PERFORMANCE

 

2.1

Mission

 

2.1.1

Mission Payload

The payload for a stage length of [*CTR] nautical miles in still air (representative of a [*CTR]) using the conditions and operating rules defined below, shall not be less than the following guarantee value:

[*CTR] Conditions and operating rules:

 

Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
Takeoff:		[*CTR]
		The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:		[*CTR]
Climb:		[*CTR]
Cruise:		[*CTR]
Descent:		[*CTR]
Approach and Landing Maneuver:		[*CTR]

 

P.A. No. 03735 AAL-PA-03735-LA-1106664		Attachment, Page 2 of 11
AERO-B-BBA4-M12-0762		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106664

[*CTR]

Page 3

 

Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
		Taxi-Out: [*CTR]
		Takeoff and Climbout Maneuver: [*CTR]
		Approach and Landing Maneuver: [*CTR]
		Taxi-In (shall be consumed from the reserve fuel): [*CTR]
		Usable reserve fuel remaining upon completion of the approach and landing maneuver: [*CTR]
		[*CTR]

 

2.1.2

Mission Block Fuel

The block fuel for a stage length of [*CTR] pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value:

 

		[*CTR]
Conditions and operating rules:
Stage Length:		The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.

 

P.A. No. 03735 AAL-PA-03735-LA-1106664		Attachment, Page 3 of 11
AERO-B-BBA4-M12-0762		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106664

[*CTR]

Page 4

 

Block Fuel:		The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in.
Takeoff:		[*CTR]
		The takeoff gross weight is not limited by the airport conditions.
		Maximum takeoff thrust is used for the takeoff.
		The takeoff gross weight shall conform to FAA Regulations.
Climbout Maneuver:		[*CTR]
Climb:		[*CTR]
Cruise:		[*CTR]
Descent:		[*CTR]
Approach and Landing Maneuver:		[*CTR]
Fixed Allowances:		For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and allowances:
		Taxi-Out: [*CTR]
		Takeoff and Climbout Maneuver: [*CTR]

 

P.A. No. 03735 AAL-PA-03735-LA-1106664		Attachment, Page 4 of 11
AERO-B-BBA4-M12-0762		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106664

[*CTR]

Page 5

 

		Approach and Landing Maneuver:         [*CTR]
		Taxi-In (shall be consumed from the reserve fuel):         [*CTR]
		Usable reserve fuel remaining upon completion of the approach and landing maneuver [*CTR]
		[*CTR]

 

2.1.3

Operational Empty Weight Basis

The mission guarantees of Paragraphs 2.1.1 and 2.1.2 are based on an Operational Empty Weight (OEW) that includes the customer changes in Paragraph 2.1.4 and the Standard and Operational items of Paragraph 2.1.5.

 

P.A. No. 03735 AAL-PA-03735-LA-1106664		Attachment, Page 5 of 11
AERO-B-BBA4-M12-0762		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106664

[*CTR]

Page 6

 

2.1.4

[*CTR]

 

Pounds

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

P.A. No. 03735 AAL-PA-03735-LA-1106664		Attachment, Page 6 of 11
AERO-B-BBA4-M12-0762		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106664

[*CTR]

Page 7

 

2.1.5

Standard and Operational Items Allowance

 

Qty

Pounds

Pounds

Pounds

Standard Items Allowance

[*CTR]

Unusable Fuel

[*CTR]

Oil

[*CTR]

Additional Engine Fluids

[*CTR]

Oxygen Equipment

[*CTR]

Passenger Portable

[*CTR]

[*CTR]

Crew Masks

[*CTR]

[*CTR]

Miscellaneous Equipment

[*CTR]

Crash Axe

[*CTR]

[*CTR]

Megaphones

[*CTR]

[*CTR]

Flashlights

[*CTR]

[*CTR]

Smoke Hoods

[*CTR]

[*CTR]

Galley Structure & Fixed Inserts

[*CTR]

Operational Items Allowance

[*CTR]

Crew and Crew Baggage

[*CTR]

Flight Crew (incl. baggage)

[*CTR]

[*CTR]

Cabin Crew (incl. baggage)

[*CTR]

[*CTR]

Catering Allowance & Removable Inserts

[*CTR]

First Class

[*CTR]

[*CTR]

Tourist Class

[*CTR]

[*CTR]

Passenger Service Equipment

[*CTR]

[*CTR]

Potable Water - [*CTR]

[*CTR]

Waste Tank Disinfectant

[*CTR]

Emergency Equipment

[*CTR]

Escape Slides - Forward

[*CTR]

[*CTR]

Escape Slides - Aft

[*CTR]

[*CTR]

Life Vests - Crew and Passengers

[*CTR]

[*CTR]

Life Rafts

[*CTR]

[*CTR]

Auto Radio Beacon (ELT)

[*CTR]

[*CTR]

Total Standard and Operational Items Allowance

[*CTR]

 

P.A. No. 03735 AAL-PA-03735-LA-1106664		Attachment, Page 7 of 11
AERO-B-BBA4-M12-0762		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106664

[*CTR]

Page 8

 

3	AIRCRAFT CONFIGURATION

 

3.1

The guarantees contained in this Attachment are based on the Aircraft configuration as defined in the original release of Detail Specification TBD (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees.

 

3.2

[*CTR]

(1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement.

(2) The difference between the component weight allowances given in Appendix IV of the Detail Specification and the actual weights.

 

4	GUARANTEE CONDITIONS

 

4.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.

 

4.2

In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment shall be appropriately modified to reflect any such change.

 

4.3

[*CTR]

 

4.4

[*CTR]

 

4.5

[*CTR]

 

P.A. No. 03735 AAL-PA-03735-LA-1106664		Attachment, Page 8 of 11
AERO-B-BBA4-M12-0762		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment to Letter Agreement

No. AAL-PA-03735-LA-1106664

[*CTR]

Page 9

 

5	GUARANTEE COMPLIANCE

 

5.1	Compliance with the guarantees of Section 2 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 3 and the guarantee conditions of Section 4.

 

5.2

[*CTR]

 

5.3

[*CTR]

 

5.4	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees.

 

5.5	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance specification.

 

6	EXCLUSIVE GUARANTEES

The only [*CTR] applicable to the Aircraft are those set forth in this Attachment.

 

P.A. No. 03735 AAL-PA-03735-LA-1106664		Attachment, Page 9 of 11
AERO-B-BBA4-M12-0762		SS12-0372

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106658

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport

Texas 75261-9616

 

Subject:		[*CTR]
Reference:		Purchase Agreement No. 3735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 Max Aircraft (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.

Boeing recognizes that performance retention within reasonable limits is essential to maintain the economy of operation of the Aircraft. Therefore the parties hereto agree as follows with respect to performance retention.

 

1.	Aircraft Commitment.

For the purposes of this Letter Agreement, the Covered Aircraft shall be defined as a [*CTR]

Boeing commits to Customer that, [*CTR], as defined in Attachment A, during the Performance Retention Term, as defined in paragraph 2 below, will not exceed the levels shown in the table below (Aircraft Commitment):

 

Time After Delivery of the First Covered Aircraft		Cumulative Fleet Average  Fuel Mileage Deterioration Commitment (%)
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

[*CTR]

 

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[*CTR]		Page 1 of 8

BOEING PROPRIETARY

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2.	Applicability and Performance Retention Term.

 

[*CTR]

 

2.1

Delivery Schedule for Covered Aircraft.

For the purposes of this Letter Agreement, it is anticipated that Boeing will deliver the Covered Aircraft to Customer in accordance with the following delivery schedule set forth in Attachment C. If the fleet size and delivery schedule is significantly different, the Aircraft Commitment may be appropriately adjusted to reflect such changes.

 

2.2

Performance Retention Term.

[*CTR]

 

3.	Conditions.

 

3.1

Operation and Maintenance.

Customer shall operate and maintain the Covered Aircraft in accordance with Customer’s FAA-approved operations and maintenance programs. Customer shall operate and maintain the engines in accordance with the Operation and Maintenance Manuals and Customer’s Maintenance Program and an Engine Management Program mutually defined and agreed to by the Engine Manufacturer and Customer. [*CTR]

 

3.2

Powerback.

[*CTR]

 

3.3

Flight Cycle Utilization and Derate.

[*CTR]

 

4.	Determination of Fuel Mileage Deterioration.

[*CTR]

Following the delivery of each Covered Aircraft to Customer by Boeing, and continuing until expiration of the Performance Retention Term, Customer shall record, analyze, and forward to Boeing cruise fuel mileage data obtained on such Covered Aircraft as specified in Attachment B (Basic Data).

[*CTR]

 

P.A. No. 3735		AAL-PA-03735-LA-1106658
[*CTR]		Page 2 of 8

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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5.	Notice of Performance Deterioration.

 

[*CTR]

 

6.	Election of Actions.

Upon Boeing’s receipt of any notice that the Cumulative Fleet Average Fuel Mileage Deterioration exceeds, or is likely to exceed the Aircraft Commitment, Boeing and Customer, as appropriate, will take the following actions:

 

6.1

Data.

Boeing will evaluate the Basic Data. At its option, Boeing may accomplish such evaluation by analysis of Customer’s raw ACMS data or by obtaining additional performance data on such Covered Aircraft in accordance with Attachment B. Such additional data may include data acquired during revenue service with Boeing personnel aboard as observers. The Basic Data and any additional data obtained by Boeing in its evaluation shall be appropriately adjusted to reflect any material changes elected by Customer to the Covered Aircraft which have occurred subsequent to delivery of the Covered Aircraft, including any replacement of one or more of the engines installed on a Covered Aircraft. Additionally, adjustments will be applied for any relevant factors as agreed by Customer and Boeing (e.g., inaccuracies in flight deck instrumentation, a sudden increase in deterioration that is attributed to a foreign object damage event such as severe hail and the additional rate of deterioration for Aircraft used for pilot training). If Boeing and Customer are in disagreement as to such evaluation of the Basic Data, such disagreement shall be resolved by good faith technical negotiation between the parties including, as necessary, the Engine Manufacturer.

6.2 Surveys.

[*CTR]

6.3 Weight.

Boeing may request that Customer weigh such Covered Aircraft, in which event Customer agrees to weigh such Covered Aircraft in conjunction with its normally scheduled maintenance and will report its findings to Boeing.

6.4 Corrective Actions.

Boeing shall promptly make such recommendations to Customer that Boeing believes would result in improvement of the cruise fuel mileage performance of such Covered Aircraft based on analysis of the surveys and available data pursuant to Paragraphs 6.1 - 6.3. Boeing, Engine Manufacturer and Customer shall thereafter mutually agree on the appropriate corrective action to be taken based on any such recommendations. Corrective actions, which involve maintenance and/or refurbishment, as described in paragraph 6.2, both on-wing and off-wing, shall be performed at no cost to Boeing and/or Engine Manufacturer.

 

P.A. No. 3735		AAL-PA-03735-LA-1106658
[*CTR]		Page 3 of 8

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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6.5

Improvement Parts and Engine Refurbishment.

Following the completion of any corrective action pursuant to Paragraph 6.4, if subsequent Basic Data show that the Cumulative Fleet Average Fuel Mileage Deterioration of the Covered Aircraft exceeds the Aircraft Commitment, [*CTR]

 

7.

Payments.

 

[*CTR]

7.1 Annual Excess Fuel Burn Amount.

[*CTR]

7.2 Credit Memorandum.

[*CTR]

7.3. Credit Adjustments.

[*CTR]

7.4 Limitation on Amount of Credits.

[*CTR]

 

8.	Duplication of Benefits

 

[*CTR]

 

9.	Assignment Prohibited.

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’s becoming the operator of the Aircraft, and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

 

10.	Exclusive Remedy.

[*CTR]

 

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[*CTR]		Page 4 of 8

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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11.	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		/s/ The Boeing Company
Its		Attorney-In-Fact

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval.

ACCEPTED AND AGREED TO this 1^st day of February of 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

P.A. No. 3735		AAL-PA-03735-LA-1106658
[*CTR]		Page 5 of 8

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Determination of Cumulative Fleet Average Fuel Mileage Deterioration

For purposes of this Letter Agreement, the “Cumulative Fleet Average Fuel Mileage Deterioration” is the average cruise fuel mileage deterioration of the Covered Aircraft. The determination of the Fleet Average Mileage Deterioration will be based on fuel mileage deterioration of individual Covered Aircraft relative to their Baseline Performance Level cruise fuel mileage performance as defined below.

1. Boeing will provide Customer with the Boeing Airplane Performance Monitoring Program (APM), in effect at the time of delivery of the first Covered Aircraft, that shall be used for data analysis during the Performance Retention Term . For purposes of this Letter Agreement, the Model Reference Level cruise fuel mileage performance for the Covered Aircraft shall be as set forth in the APM.

 

2.

[*CTR]

 

3.

[*CTR]

4. The Current Deterioration (expressed as a percentage) for each Covered Aircraft is the difference between the Current Performance Level and the Baseline Performance Level.

 

5.

[*CTR]

6. The Cumulative Fleet Average Fuel Mileage Deterioration (expressed as a percentage) will be determined for each Subsequent Monitoring Period by summing the Fleet Average Fuel Mileage Deterioration values as determined in Paragraph 5 for each calendar month according to the following equation:

m

[*CTR]

 

7.

[*CTR]

 

P.A. No. 3735		AAL-PA-03735-LA-1106658
[*CTR] – Attachment A		Page 1 of 2

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Cruise Fuel Mileage Performance Determination

Customer shall obtain cruise fuel mileage performance data in revenue service using the Airplane Condition Monitoring System (ACMS). This data will be recorded during level flight cruise in steady state conditions. Data shall be obtained in accordance with the then current revision of the Airplane Performance Monitoring Software User Guide (APM User Guide) and shall include the parameters defined in the airplane model specific appendix during each such data recording (Data Events).

Boeing will provide Customer with the Boeing Airplane Performance Monitoring Software for data analysis. Customer shall reduce and analyze data obtained from the Data Events. Such analysis shall be in accordance with the methods set forth in the APM User Guide. Customer’s analysis shall include the determination of the fuel mileage, thrust required and fuel flow required relative to the Model Reference Level.

Customer will maintain records of factors relating to fuel mileage deterioration. These factors will include (a) engine history, cockpit instrumentation history and airframe history and condition of such Covered Aircraft, (b) pertinent Covered Aircraft maintenance and operational procedures used by Customer, (c) drag effects of any post delivery airframe and/or engine changes incorporated in such Covered Aircraft, (d) sudden shifts in engine EGT condition monitoring data, and (e) any other relevant factors.

 

P.A. No. 3735		AAL-PA-03735-LA-1106658
[*CTR] – Attachment B		Page 1 of 1

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Delivery Schedule for Covered Aircraft

 

Aircraft		Delivery Date		Aircraft		Delivery Date		Aircraft		Delivery Date
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]		[*CTR]

 

P.A. No. 3735		AAL-PA-03735-LA-1106658
[*CTR] - Attachment C		Page 1 of 1

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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ANNUAL LIMITATION ADJUSTMENT EQUATION

(CALENDAR YEARS 2018 AND ON)

 

(a)

[*CTR]

 

(b)

[*CTR]

 

(c)

[*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

NOTE: [*CTR]

 

P.A. No. 3735		AAL-PA-03735-LA-1106658
[*CTR] – Attachment D		Page 1 of 2

BOEING PROPRIETARY

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106659

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-MAX 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.

Boeing and Customer wish to enter into an agreement pursuant to which each party will contribute equally to promotional programs in support of the entry into service of the Aircraft as more specifically provided below.

1. Definitions.

1.1 [*CTR]

1.2 Covered Aircraft shall mean those Aircraft identified on Table 1 to the Purchase Agreement as of the date of signing of this Letter Agreement, any Substitute Aircraft pursuant to terms of Letter Agreement AAL-PA-03735-LA-1106652 entitled “Aircraft Model Substitution” and any Option Aircraft in which Customer exercises its rights pursuant to Letter Agreement AAL-PA-03735-LA-1106651 entitled “Option Aircraft”.

1.3 Performance Period [*CTR]

1.4 Promotional Support shall mean mutually agreed marketing and promotion programs that promote the entry into service of the Covered Aircraft such as marketing research, tourism development, corporate identity, direct marketing, videotape or still photography, planning, design and production of collateral materials, management of promotion programs, advertising campaigns or such other marketing and promotional activities as the parties may mutually agree.

 

AAL-PA-03735-LA-1106659
[*CTR]				Page 1 of 3
BOEING PROPRIETARY
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1.5 Qualifying Third Party Fees shall mean [*CTR]

2. Commitment.

[*CTR]

3. Methods of Performance.

3.1 [*CTR]

3.2 [*CTR]

3.3 [*CTR]

4. Project Approval.

Following the execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated representative to review and approve the extent, selection, scheduling, and funds disbursement process for the Promotional Support to be provided pursuant to this Letter Agreement.

5. 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’s becoming the operator of the Aircraft and cannot be assigned in whole or in part.

6. 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.

 

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Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106660

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		Spare Parts Initial Provisioning
References:		a)      Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Boeing Model 737 MAX aircraft (Aircraft).
		b)      Customer Services General Terms Agreement No. 23-1 (CSGTA) between Boeing and Customer.

This letter agreement (Letter Agreement) is entered into on the date below and amends and supplements the CSGTA. All capitalized terms used but not defined in this Letter Agreement have the same meaning as in the CSGTA, except for “Aircraft” which will have the meaning as defined in the Purchase Agreement.

In order to define the process by which Boeing and Customer will (i) identify those Spare Parts and Standards critical to Customer’s successful introduction of the Aircraft into service and its continued operation, (ii) place Orders under the provisions of the CSGTA as supplemented by the provisions of this Letter Agreement for those Spare Parts and Standards, and (iii) manage the return of certain of those Spare Parts which Customer does not use, the parties agree as follows.

1. Definitions.

1.1 Provisioning Data means the documentation provided by Boeing to Customer, including but not limited to the Recommended Spare Parts List (RSPL), identifying all Boeing initial provisioning requirements for the Aircraft.

1.2 Provisioning Items means the Spare Parts and Standards identified by Boeing as initial provisioning requirements in support of the Aircraft, excluding special tools and ground support equipment (GSE).

 

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1.3 Provisioning Products Guide means the Boeing Manual D6-81834 entitled “Spares Provisioning Products Guide”.

2. Phased Provisioning.

2.1 Provisioning Products Guide. Prior to the initial provisioning meeting Boeing will furnish to Customer a copy of the Provisioning Products Guide.

2.2 Initial Provisioning Meeting. On or about [*CTR] months prior to delivery of the first Aircraft the parties will conduct an initial provisioning meeting, where the procedures, schedules, and requirements for training will be established to accomplish phased provisioning of Spare Parts and Standards for the Aircraft in accordance with the Provisioning Products Guide. If the lead time from execution of the Purchase Agreement until delivery of the first Aircraft is less than [*CTR] months, the initial provisioning meeting will be established as soon as reasonably possible after execution of the Purchase Agreement.

2.3 Provisioning Data. During the initial provisioning meeting Customer will provide to Boeing the operational parameter information described in Chapter 6 of the Provisioning Products Guide. After review and acceptance by Boeing of such Customer information, Boeing will prepare the Provisioning Data. Such Provisioning Data will be furnished to Customer on or about [*CTR] after Boeing finalizes the engineering drawings for the Aircraft. The Provisioning Data will be as complete as possible and will cover Provisioning Items selected by Boeing for review by Customer for initial provisioning of Spare Parts and Standards for the Aircraft. Boeing will furnish to Customer revisions to the Provisioning Data until [*CTR]

2.4 Buyer Furnished Equipment (BFE) Provisioning Data. Unless otherwise advised by Boeing, Customer will provide or insure its BFE suppliers provide to Boeing the BFE data in scope and format acceptable to Boeing, in accordance with the schedule established during the initial provisioning meeting.

3. Purchase from Boeing of Spare Parts and Standards as Initial Provisioning for the Aircraft.

3.1 Schedule. In accordance with schedules established during the initial provisioning meeting, Customer may place Orders for Provisioning Items and any GSE, special tools, or engine spare parts which Customer determines it will initially require for maintenance, overhaul and servicing of the Aircraft and/or engines.

 

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3.2 Prices of Initial Provisioning Spare Parts.

3.2.1 Boeing Spare Parts. [*CTR]

3.2.2 Supplier Spare Parts. [*CTR]

3.3 QEC Kits, Standards Kits, Raw Material Kits, Bulk Materials Kits and Service Bulletin Kits. In accordance with schedules established during the initial provisioning meeting, Boeing will furnish to Customer a listing of all components which could be included in the quick engine change (QEC) kits, Standards kits, raw material kits, bulk materials kits and service bulletin kits which may be purchased by Customer from Boeing. Customer will select, and provide to Boeing its desired content for the kits. Boeing will furnish to Customer as soon as practicable thereafter a statement setting forth a firm price for such kits. Customer will place Orders with Boeing for the kits in accordance with schedules established during the initial provisioning meeting.

4. Delivery.

For Spare Parts and Standards ordered by Customer in accordance with Article 3 of this Letter Agreement, Boeing will, insofar as reasonably possible, deliver to Customer such Spare Parts and Standards on dates reasonably calculated to conform to Customer’s anticipated needs in view of the scheduled deliveries of the Aircraft. Customer and Boeing will agree upon the date to begin delivery of the provisioning Spare Parts and Standards ordered in accordance with this Letter Agreement. Where appropriate, Boeing will arrange for shipment of such Spare Parts and Standards which are manufactured by suppliers directly to Customer from the applicable supplier’s facility. The routing and method of shipment for initial deliveries and all subsequent deliveries of such Spare Parts and Standards will be as established at the initial provisioning meeting and thereafter by mutual agreement.

5. Substitution for Obsolete Spare Parts.

5.1 Obligation to Substitute Pre-Delivery. [*CTR]

5.2 Delivery of Obsolete Spare Parts and Substitutes. Obsolete or unusable Spare Parts returned by Customer pursuant to this Article 5 will be delivered to Boeing at its Seattle Distribution Center or such other destination as Boeing may reasonably designate. Spare Parts substituted for such returned obsolete or unusable Spare Parts will be delivered to Customer in accordance with the CSGTA. [*CTR]

6. Repurchase of Provisioning Items.

6.1 Obligation to Repurchase. [*CTR]

 

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6.2 Exceptions. [*CTR]

6.3 Notification and Format. Customer will notify Boeing, in writing when Customer desires to return Provisioning Items under the provisions of this Article 6. Customer’s notification will include a detailed summary, in part number sequence, of the Provisioning Items Customer desires to return. Such summary will be in the form of listings, tapes, diskettes or other media as may be mutually agreed between Boeing and Customer and will include part number, nomenclature, purchase order number, purchase order date and quantity to be returned. [*CTR]

6.4 Review and Acceptance by Boeing. Upon completion of Boeing’s review of any detailed summary submitted by Customer pursuant to Article 6.3, Boeing will issue to Customer a Material Return Authorization (MRA) for those Provisioning Items Boeing agrees are eligible for repurchase in accordance with this Article 6. Boeing will advise Customer of the reason that any Provisioning Item included in Customer’s detailed summary is not eligible for return. [*CTR]

6.5 Price and Payment. [*CTR]

6.6 Delivery of Repurchased Provisioning Items. Provisioning Items repurchased by Boeing pursuant to this Article 6 will be delivered to Boeing F.O.B. at its Seattle Distribution Center or such other destination as Boeing may reasonably designate.

7. Title and Risk of Loss.

Title and risk of loss of any Spare Parts or Standards delivered to Customer by Boeing in accordance with this Letter Agreement will pass from Boeing to Customer in accordance with the applicable provisions of the CSGTA. Title to and risk of loss of any Spare Parts or Standards returned to Boeing by Customer in accordance with this Letter Agreement will pass to Boeing upon delivery of such Spare Parts or Standards to Boeing in accordance with the provisions of Article 5.2 or Article 6.6, herein, as appropriate.

8. Termination for Excusable Delay.

In the event of termination of the Purchase Agreement pursuant to Article 7 of the AGTA with respect to any Aircraft, such termination will, [*CTR]

 

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9. Order of Precedence.

In the event of any inconsistency between the terms of this Letter Agreement and the terms of any other provisions of the CSGTA, the terms of this Letter Agreement will control.

10. 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:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106661

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		[*CTR]
References:		a)      Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
		b)      [*CTR]

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.

[*CTR]

[*CTR]

[*CTR]

[*CTR]

1. [*CTR]

[*CTR]

2. [*CTR]

2.1 Firm Aircraft Delivery. [*CTR] Letter Agreement AAL-PA-03735-LA-1106671 entitled “Miscellaneous Commitments for Boeing Model 737 MAX Aircraft” (Misc. Commitments Letter).

2.2 [*CTR]

2.2.1 [*CTR]

2.2.2 [*CTR]

 

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2.2.3 [*CTR]

2.2.4 [*CTR]

2.2.4.1 [*CTR];

2.2.4.2 [*CTR]

2.2.5 [*CTR]

2.2.6 [*CTR]

2.2.7 [*CTR]

2.2.8 [*CTR]

2.3 [*CTR]

3. Payments.

[*CTR]

3.1 [*CTR]

3.2 [*CTR]

3.3 Credit Memorandum. [*CTR]

3.4 [*CTR]

3.4.1 [*CTR]

3.4.2 [*CTR]

3.5 [*CTR]

3.5.1 [*CTR]

3.5.2 [*CTR]

3.5.3 [*CTR]

3.5.3.1 [*CTR]

 

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3.5.3.2 [*CTR]

3.5.3.3 [Intentionally Reserved]

3.5.3.4 [*CTR]

3.5.3.5 [*CTR]

4. [*CTR]

[*CTR]

5. [*CTR]

[*CTR]

6. 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’s becoming the operator of the Firm Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

7. 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.

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

 

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Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

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		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106667

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

Recitals

1. Customer has requested [*CTR]

2. In response to Customer’s request [*CTR]

Agreement

1. Covered Aircraft.

The Program shall apply to [*CTR] (Covered Aircraft).

2. Program Term.

The Program shall begin on the [*CTR]

3. [*CTR]

The [*CTR] covered by the Program shall include [*CTR]

4. Program Commitment.

[*CTR]

4.1 [*CTR]

 

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4.2 [*CTR]

4.2.1 [*CTR]

4.2.2 [*CTR]

4.2.2.1 [*CTR]

4.2.2.2 [*CTR]

4.2.3 [*CTR]

4.3 [*CTR]

4.4 Fleet Flight Hours means the [*CTR]

4.5 Flight Hours means, [*CTR]

4.6 Fleet Landings means the [*CTR]

4.7 Landings means the [*CTR]

4.8 [*CTR]

4.9 [*CTR]

4.10 [*CTR]

4.11 [*CTR]

4.12 [*CTR]

5. Calculation of [*CTR]

5.1 [*CTR]

5.2 [*CTR]

5.3 Boeing will then [*CTR] in the form specified in Attachment F.

5.4 Boeing Commitment Level has been established using assumptions in Attachment G, and [*CTR]

 

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6. Reporting of [*CTR]

6.1 Within [*CTR]

6.2 Failure to provide the data specified in Section 6.1 to Boeing within the specified [*CTR]

7. Calculation of [*CTR]

7.1 Subject to the limitations described in Section 9, within [*CTR]

7.2 If the data determined pursuant to Section 7.1 [*CTR]

7.2.1 [*CTR]

7.2.2 [*CTR]

7.2.3 [*CTR]

7.3 If after completing the verification and analysis described in Section 7.2 [*CTR]

7.3.1 [*CTR]

7.3.2 [*CTR]

7.4 [*CTR]

7.5 [*CTR]

8. Corrective Action.

8.1 Should Corrective Action be required pursuant to Section 7.3, [*CTR]

8.1.1 [*CTR]

8.1.2 [*CTR]

8.1.3 [*CTR]

8.1.4 [*CTR]

8.1.5 [*CTR]

8.2 [*CTR]

 

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9. Conditions and Limitations.

9.1 If, with the intent of reducing the cost of [*CTR], Boeing or any supplier issues [*CTR]

9.2 [*CTR]

9.3 [*CTR]

9.4 [*CTR]

9.5 [*CTR]

9.6 [*CTR]

9.7 [*CTR]:

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

(iv) [*CTR]

(v) [*CTR]

(vi) [*CTR]

(vii) [*CTR]

(viii) [*CTR]

(ix) [*CTR]

(x) [*CTR]

(xi) [*CTR]

(xii) [*CTR]

(xiii) [*CTR]

9.8 [*CTR]:

 

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Aircraft Model		Flight Hours
[*CTR]		[*CTR]

[*CTR]

10. Notice.

 

10.1

All reports submitted to Boeing will be addressed to the attention of: [*CTR]

 

10.2

All reports submitted to Customer will be addressed to the attention of: [*CTR]

11. [*CTR]

[*CTR]

12. [*CTR]

[*CTR]

13. 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’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part.

14. 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.

 

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Very truly yours,
THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

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Attachment A: [*CTR]

[*CTR]

 

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Attachment A: [*CTR], CONTINUED

[*CTR]

 

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Attachment B: Adjustments

Boeing will adjust the [*CTR] submitted in Attachment A, the [*CTR] reported in Attachment C, and [*CTR] reported in Attachment D in accordance with this Attachment B.

1. [*CTR]

[*CTR]

2. [*CTR]

2.1 [*CTR]

2.2 [*CTR]

3. [*CTR]

The [*CTR] will be determined for the Covered Aircraft as specified in paragraphs 3.1 through 3.3 of this Attachment B.

3.1 [*CTR]

3.2 [*CTR]

3.3 [*CTR]

4. [*CTR]

4.1 [*CTR]

4.2 [*CTR]

4.3 [*CTR]

4.4 Average Flight Time. [*CTR]

4.5 Covered Aircraft. [*CTR]

4.6 Delivery Schedule. [*CTR]

4.7 Aircraft Configuration. [*CTR]

4.8 [*CTR]

 

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ATTACHMENT B, Adjustments, CONTINUED

4.9 If changes are made in any of the paragraphs 4.1 through 4.8 then the [*CTR] will be adjusted as specified in paragraph 3.3 above using the factors identified in each paragraph 4.1 through 4.8

 

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Attachment C: [*CTR]

To: American Airlines, Inc.

 

Reference:

Letter Agreement No. AAL-PA-03735-LA-1106667 to Purchase Agreement and [*CTR]

 

Subject:

[*CTR] reported pursuant to Section 5.2 of the referenced Letter Agreement.

[*CTR]

 

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Attachment D: Covered Aircraft Data

 

To:

[*CTR]

 

Reference:

Letter Agreement No. AAL-PA-03735-LA-1106667 to Purchase Agreement and [*CTR]

 

Subject:

Data reported pursuant to Section 6 of the referenced Letter Agreement.

[*CTR]

[*CTR]

 

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Attachment D: Covered Aircraft Data, CONTINUED

[*CTR]

Note: The above [*CTR] have been calculated in accordance with Section 4.2. of the referenced Letter Agreement. The above [*CTR] have been calculated in accordance with Section 4.2 of the referenced Letter Agreement and exclude all [*CTR] described in Section 9 therein.

 

AMERICAN AIRLINES, INC.
By:
Its:

 

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Attachment E

FORM OF REPORT FOR [*CTR]

To: American Airlines, Inc.

 

Reference:

Letter Agreement No. AAL-PA-03735-LA-1106667 to Purchase Agreement and [*CTR]

 

Subject:

Data reported pursuant to Section 7 of the referenced Letter Agreement.

[*CTR]

[*CTR]

 

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Attachment E, CONTINUED

FORM OF REPORT FOR [*CTR]

[*CTR]

THE BOEING COMPANY

By:

Its:

Date:

 

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Attachment F: [*CTR]

To: American Airlines, Inc.

 

Reference:

Letter Agreement No. AAL-PA-03735-LA-1106667 to Purchase Agreement and [*CTR]

 

Subject:

Data reported pursuant to Section 5.3 of the referenced Letter Agreement.

[*CTR]

 

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Attachment G: [*CTR]

 

Reference:

Letter Agreement No. AAL-PA-03735-LA-1106667 to Purchase Agreement and [*CTR]

 

Subject:

Data reported pursuant to Section 5.2 of the referenced Letter Agreement.

[*CTR]

 

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Attachment G: [*CTR], CONTINUED

[*CTR]

 

AAL-PA-03735-LA-1106667
[*CTR]				Attachment G, Page 2 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

		The Boeing Company      P.O. Box 3707                 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106668

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:		[*CTR]
Reference:		Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

Recitals

1. Customer has requested [*CTR]

2. In response to Customer’s request [*CTR]

Agreement

1. Covered Aircraft.

The Program shall apply to [*CTR] (Covered Aircraft).

2. Program Term.

The Program shall begin on the [*CTR]

3. [*CTR]

The [*CTR] covered by the Program shall include [*CTR]

4. Program Commitment.

[*CTR]

4.1 [*CTR]

 

AAL-PA-03735-LA-1106668
[*CTR]				Page 1 of 12
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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4.2 [*CTR]

4.2.1 [*CTR]

4.2.2 [*CTR]

4.2.2.1 [*CTR]

4.2.2.2 [*CTR]

4.2.3 [*CTR]

4.3 [*CTR]

4.4 Fleet Flight Hours means the [*CTR]

4.5 Flight Hours means, [*CTR]

4.6 Fleet Landings means the [*CTR]

4.7 Landings means the [*CTR]

4.8 [*CTR]

4.9 [*CTR]

4.10 [*CTR]

4.11 [*CTR]

4.12 [*CTR]

5. Calculation of [*CTR]

5.1 [*CTR]

5.2 [*CTR]

5.3 Boeing will then [*CTR] in the form specified in Attachment F.

5.4 Boeing Commitment Level has been established using assumptions in Attachment G, and [*CTR]

 

AAL-PA-03735-LA-1106668
[*CTR]				Page 2 of 12
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

6. Reporting of [*CTR]

6.1 Within [*CTR]

6.2 Failure to provide the data specified in Section 6.1 to Boeing within the specified [*CTR]

7. Calculation of [*CTR]

7.1 Subject to the limitations described in Section 9, within [*CTR]

7.2 If the data determined pursuant to Section 7.1 [*CTR]

7.2.1 [*CTR]

7.2.2 [*CTR]

7.2.3 [*CTR]

7.3 If after completing the verification and analysis described in Section 7.2 [*CTR]

7.3.1 [*CTR]

7.3.2 [*CTR]

7.4 [*CTR]

7.5 [*CTR]

8. Corrective Action.

8.1 Should Corrective Action be required pursuant to Section 7.3, [*CTR]

8.1.1 [*CTR]

8.1.2 [*CTR]

8.1.3 [*CTR]

8.1.4 [*CTR]

8.1.5 [*CTR]

8.2 [*CTR]

 

AAL-PA-03735-LA-1106668
[*CTR]				Page 3 of 12
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

9.	Conditions and Limitations.

9.1 If, with the intent of reducing the cost of [*CTR], Boeing or any supplier issues [*CTR]

9.2 [*CTR]

9.3 [*CTR]

9.4 [*CTR]

9.5 [*CTR]

9.6 [*CTR]

9.7 [*CTR]:

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

(iv) [*CTR]

(v) [*CTR]

(vi) [*CTR]

(vii) [*CTR]

(viii) [*CTR]

(ix) [*CTR]

(x) [*CTR]

(xi) [*CTR]

(xii) [*CTR]

(xiii) [*CTR]

9.8 [*CTR]:

 

AAL-PA-03735-LA-1106668
[*CTR]				Page 4 of 12
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Aircraft Model		Flight Hours
[*CTR]		[*CTR]

[*CTR]

10. Notice.

10.1 All reports submitted to Boeing will be addressed to the attention of:

[*CTR]

10.2 All reports submitted to Customer will be addressed to the attention of:

[*CTR]

11. [*CTR]

[*CTR]

12. [*CTR]

[*CTR]

13. 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’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part.

14. 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-03735-LA-1106668				Page 5 of 12
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106668				Page 6 of 12
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment A: [*CTR]

[*CTR]

 

AAL-PA-03735-LA-1106668				Attachment A, Page 1 of 2
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment A: [*CTR], CONTINUED

 

[*CTR]

 

AAL-PA-03735-LA-1106668				Attachment A, Page 2 of 2
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment B: Adjustments

Boeing will adjust the [*CTR] submitted in Attachment A, the [*CTR] reported in Attachment C, and [*CTR] reported in Attachment D in accordance with this Attachment B.

1. [*CTR]

[*CTR]

2. [*CTR]

2.1 [*CTR]

2.2 [*CTR]

3. [*CTR]

The [*CTR] will be determined for the Covered Aircraft as specified in paragraphs 3.1 through 3.3 of this Attachment B.

3.1 [*CTR]

3.2 [*CTR]

3.3 [*CTR]

4. [*CTR]

4.1 [*CTR]

4.2 [*CTR]

4.3 [*CTR]

4.4 Average Flight Time. [*CTR]

4.5 Covered Aircraft. [*CTR]

4.6 Delivery Schedule. [*CTR]

4.7 Aircraft Configuration. [*CTR]

4.8 [*CTR]

 

AAL-PA-03735-LA-1106668				Attachment B, Page 1 of 3
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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ATTACHMENT B: Adjustments, CONTINUED

 

4.9 If changes are made in any of the paragraphs 4.1 through 4.8 then the [*CTR] will be adjusted as specified in paragraph 3.3 above using the factors identified in each paragraph 4.1 through 4.8.

 

AAL-PA-03735-LA-1106668				Attachment B, Page 2 of 3
[CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment C: [*CTR]

To: American Airlines, Inc.

 

Reference:		Letter Agreement No. AAL-PA-03735-LA-1106668 to Purchase Agreement and [*CTR]
Subject:		[*CTR] reported pursuant to Section 5.2 of the referenced Letter Agreement.

[*CTR]

 

AAL-PA-03735-LA-1106668				Attachment C, Page 1 of 1
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment D: Covered Aircraft Data

To: [*CTR]

 

Reference:		Letter Agreement No. AAL-PA-03735-LA-1106668 to Purchase Agreement and [*CTR]
Subject:		Data reported pursuant to Section 6 of the referenced Letter Agreement.                            [*CTR]

[*CTR]

 

AAL-PA-03735-LA-1106668				Attachment D, Page 1 of 2
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment D: Covered Aircraft Data, CONTINUED

 

[*CTR]

Note: The above [*CTR] have been calculated in accordance with Section 4.2. of the referenced Letter Agreement. The above [*CTR] have been calculated in accordance with Section 4.2 of the referenced Letter Agreement and exclude all [*CTR] described in Section 9 therein.

 

AMERICAN AIRLINES, INC.
By:
Its:

 

AAL-PA-03735-LA-1106668				Attachment D, Page 2 of 2
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment E

FORM OF REPORT FOR [*CTR]

 

To:	American Airlines, Inc.

 

Reference:		Letter Agreement No. AAL-PA-03735-LA-1106668 to Purchase Agreement and [*CTR]
Subject:		Data reported pursuant to Section 7 of the referenced Letter Agreement.

[*CTR]

[*CTR]

 

AAL-PA-03735-LA-1106668				Attachment E, Page 1 of 2
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment E, CONTINUED

FORM OF REPORT FOR [*CTR]

 

[*CTR]

 

THE BOEING COMPANY
By:
Its:
Date:

 

AAL-PA-03735-LA-1106668				Attachment E, Page 2 of 2
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment F: [*CTR]

 

To:	American Airlines, Inc.

 

Reference:		Letter Agreement No. AAL-PA-03735-LA-1106668 to Purchase Agreement and [*CTR]
Subject:		Data reported pursuant to Section 5.3 of the referenced Letter Agreement.

[*CTR]

 

AAL-PA-03735-LA-1106668				Attachment F, Page 1 of 1
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment G: [*CTR]

 

Reference:		Letter Agreement No. AAL-PA-03735-LA-1106668 to Purchase Agreement and [*CTR]
Subject:		Data reported pursuant to Section 5.2 of the referenced Letter Agreement.

[*CTR]

 

AAL-PA-03735-LA-1106668				Attachment G, Page 1 of 2
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment G: [*CTR], CONTINUED

 

[*CTR]

 

AAL-PA-03735-LA-1106668				Attachment G, Page 2 of 2
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106669

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

Recitals

1. Customer has requested [*CTR]

2. In response to Customer’s request [*CTR]

Agreement

1. Covered Aircraft.

The Program shall apply to [*CTR] (Covered Aircraft).

2. Program Term.

The Program shall begin on the [*CTR]

3. [*CTR]

The [*CTR] covered by the Program shall include [*CTR]

4. Program Commitment.

[*CTR]

4.1 [*CTR]

 

AAL-PA-03735-LA-1106669				Page 1 of 12
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

4.2 [*CTR]

4.2.1 [*CTR]

4.2.2 [*CTR]

4.2.2.1 [*CTR]

4.2.2.2 [*CTR]

4.2.3 [*CTR]

4.3 [*CTR]

4.4 Fleet Flight Hours means the [*CTR]

4.5 Flight Hours means, [*CTR]

4.6 Fleet Landings means the [*CTR]

4.7 Landings means the [*CTR]

4.8 [*CTR]

4.9 [*CTR]

4.10 [*CTR]

4.11 [*CTR]

4.12 [*CTR]

5. Calculation of [*CTR]

5.1 [*CTR]

5.2 [*CTR]

5.3 Boeing will then [*CTR] in the form specified in Attachment F.

5.4 Boeing Commitment Level has been established using assumptions in Attachment G, and [*CTR]

 

AAL-PA-03735-LA-1106669				Page 2 of 12
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

6. Reporting of [*CTR]

6.1 Within [*CTR]

6.2 Failure to provide the data specified in Section 6.1 to Boeing within the specified [*CTR]

7. Calculation of [*CTR]

7.1 Subject to the limitations described in Section 9, within [*CTR]

7.2 If the data determined pursuant to Section 7.1 [*CTR]

7.2.1 [*CTR]

7.2.2 [*CTR]

7.2.3 [*CTR]

7.3 If after completing the verification and analysis described in Section 7.2 [*CTR]

7.3.1 [*CTR]

7.3.2 [*CTR]

7.4 [*CTR]

7.5 [*CTR]

8. Corrective Action.

8.1 Should Corrective Action be required pursuant to Section 7.3, [*CTR]

8.1.1 [*CTR]

8.1.2 [*CTR]

8.1.3 [*CTR]

8.1.4 [*CTR]

8.1.5 [*CTR]

8.2 [*CTR]

 

AAL-PA-03735-LA-1106669				Page 3 of 12
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

9. Conditions and Limitations.

9.1 If, with the intent of reducing the cost of [*CTR], Boeing or any supplier issues [*CTR]

9.2 [*CTR]

9.3 [*CTR]

9.4 [*CTR]

9.5 [*CTR]

9.6 [*CTR]

9.7 [*CTR]:

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

(iv) [*CTR]

(v) [*CTR]

(vi) [*CTR]

(vii) [*CTR]

(viii) [*CTR]

(ix) [*CTR]

(x) [*CTR]

(xi) [*CTR]

(xii) [*CTR]

(xiii) [*CTR]

9.8 [*CTR]:

 

AAL-PA-03735-LA-1106669				Page 4 of 12
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Aircraft Model		Flight Hours
[*CTR]		[*CTR]

[*CTR]

10. Notice.

 

10.1

All reports submitted to Boeing will be addressed to the attention of:

[*CTR]

 

10.2

All reports submitted to Customer will be addressed to the attention of:

[*CTR]

11. [*CTR]

[*CTR]

12. [*CTR]

[*CTR]

13. 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’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part.

14. 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-03735-LA-1106669				Page 5 of 12
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

Very truly yours,

 

THE BOEING COMPANY
By:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106669				Page 6 of 12
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment A: [*CTR]

[*CTR]

 

AAL-PA-03735-LA-1106669				Attachment A, Page 1 of 12
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment A: [*CTR], CONTINUED

 

[*CTR]

 

AAL-PA-03735-LA-1106669				Attachment A, Page 2 of 12
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment B: Adjustments

Boeing will adjust the [*CTR] submitted in Attachment A, the [*CTR] reported in Attachment C, and [*CTR] reported in Attachment D in accordance with this Attachment B.

1. [*CTR]

[*CTR]

2. [*CTR]

2.1 [*CTR]

2.2 [*CTR]

3. [*CTR]

The [*CTR] will be determined for the Covered Aircraft as specified in paragraphs 3.1 through 3.3 of this Attachment B.

3.1 [*CTR]

3.2 [*CTR]

3.3 [*CTR]

4. [*CTR]

4.1 [*CTR]

4.2 [*CTR]

4.3 [*CTR]

4.4 Average Flight Time. [*CTR]

4.5 Covered Aircraft. [*CTR]

4.6 Delivery Schedule. [*CTR]

4.7 Aircraft Configuration. [*CTR]

4.8 [*CTR]

 

AAL-PA-03735-LA-1106669				Attachment B, Page 2 of 2
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B: Adjustments, CONTINUED

 

4.9 If changes are made in any of the paragraphs 4.1 through 4.8 then the [*CTR] will be adjusted as specified in paragraph 3.3 above using the factors identified in each paragraph 4.1 through 4.8.

 

AAL-PA-03735-LA-1106669				Attachment B, Page 2 of 3
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment C: [*CTR]

To: American Airlines, Inc.

 

Reference:

Letter Agreement No. AAL-PA-03735-LA-1106669 to Purchase Agreement and [*CTR]

 

Subject:

[*CTR] reported pursuant to Section 5.2 of the referenced Letter Agreement.

[*CTR]

 

AAL-PA-03735-LA-1106669
[*CTR]				Attachment C, Page 1 of 1
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment D: Covered Aircraft Data

To: [*CTR]

 

Reference:

Letter Agreement No. AAL-PA-03735-LA-1106669 to Purchase Agreement and [*CTR]

 

Subject:

Data reported pursuant to Section 6 of the referenced Letter Agreement.

[*CTR]            

[*CTR]

 

AAL-PA-03735-LA-1106669
[*CTR]				Attachment D, Page 1 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment D: Covered Aircraft Data, CONTINUED

 

[*CTR]

Note: The above [*CTR] have been calculated in accordance with Section 4.2. of the referenced Letter Agreement. The above [*CTR] have been calculated in accordance with Section 4.2 of the referenced Letter Agreement and exclude all [*CTR] described in Section 9 therein.

 

AMERICAN AIRLINES, INC.
By:
Its:

 

AAL-PA-03735-LA-1106669
[*CTR]				Attachment D, Page 2 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment E

FORM OF REPORT FOR [*CTR]

To: American Airlines, Inc.

 

Reference:

Letter Agreement No. AAL-PA-03735-LA-1106669 to Purchase Agreement and [*CTR]

 

Subject:

Data reported pursuant to Section 7 of the referenced Letter Agreement.

[*CTR]

[*CTR]

 

AAL-PA-03735-LA-1106669
[*CTR]				Attachment E, Page 1 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment E, CONTINUED

FORM OF REPORT FOR [*CTR]

 

[*CTR]

 

THE BOEING COMPANY
By:
Its:
Date:

 

AAL-PA-03735-LA-1106669
[*CTR]				Attachment E, Page 2 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment F: [*CTR]

To: American Airlines, Inc.

 

Reference:

Letter Agreement No. AAL-PA-03735-LA-1106669 to Purchase Agreement and [*CTR]

 

Subject:

Data reported pursuant to Section 5.3 of the referenced Letter Agreement.

[*CTR]

 

AAL-PA-03735-LA-1106669
[*CTR]				Attachment F, Page 1 of 1
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment G: [*CTR]

 

Reference:

Letter Agreement No. AAL-PA-03735-LA-1106669 to Purchase Agreement and [*CTR]

 

Subject:

Data reported pursuant to Section 5.2 of the referenced Letter Agreement.

[*CTR]

 

AAL-PA-03735-LA-1106669
[*CTR]				Attachment G, Page 1 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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Attachment G: [*CTR], CONTINUED

 

[*CTR]

 

AAL-PA-03735-LA-1106669
[*CTR]				Attachment G, Page 2 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106670

American Airlines, Inc.

P. O. Box 619616

Dallas/Ft. Worth Airport, Texas 75261-9616

 

Subject:		Confidentiality
Reference:		Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)

This letter agreement (Letter Agreement) is entered into on the date below and amends and supplements the Purchase Agreement referenced above. For the avoidance of doubt, this Letter Agreement supersedes any confidentiality provisions contained in the Purchase Agreement or in the letter agreements listed in Section 2.1.2 below. All capitalized terms used herein but not otherwise defined in this Letter Agreement shall have the same meanings assigned thereto in Exhibit C to the Purchase Agreement or elsewhere in such Purchase Agreement.

1. Confidentiality Obligation.

1.1 Except as otherwise provided in this Letter Agreement, each party shall, and shall ensure that its directors, officers, employees, Affiliates, agents, suppliers, subcontractors and professional advisors (collectively, Representatives), at all times, maintain strict confidence and secrecy in respect of all Confidential Information (as defined in Section 2). Each party agrees to disclose Confidential Information only to such of its Representatives as is required for the purpose of implementing and administering the Purchase Agreement, and shall inform such Representatives of the confidential nature of the Confidential Information and instruct (and use best reasonable efforts to cause) such Representatives to treat such Confidential Information in a manner consistent with this Section 1.

1.2 Neither party shall use the Confidential Information for any purpose (including any competitive or commercial purpose) other than in connection with the Purchase Agreement and for purposes of consummating the transactions contemplated thereby.

 

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2. Definition of Confidential Information.

2.1 Subject to the provisions of Section 2.2, Confidential Information means:

2.1.1 [*CTR]

2.1.2 [*CTR]

 

[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

2.2 The following shall not constitute Confidential Information for purposes of this Letter Agreement:

2.2.1 Information (other than the terms and conditions of the Business Letters) already in a party’s possession prior to its disclosure by the other party as evidenced by the written or electronic records of such party;

 

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2.2.2 Information obtained from a third person or entity that is not prohibited from disclosing such information to the receiving party as a result of a contractual, legal or fiduciary obligation to the party whose information is being disclosed;

2.2.3 Information that is or becomes generally available to the public, other than as a result of disclosure by a party in violation of this Letter Agreement; or

2.2.4 Information that has been or is independently developed by a party or its Affiliates, without violating such party’s obligations under this Letter Agreement.

2.3 [*CTR]

3. Disclosure.

3.1 [*CTR]

(a) [*CTR]

(A) [*CTR]

(B) [*CTR]

(C) [*CTR]

(D) [*CTR]

(b) [*CTR]

3.2 Either party may disclose Confidential Information without the consent of the other party when and to the extent required by any law applicable to such party or by a Governmental Authority. If a party (the Disclosing Party) is requested to disclose any Confidential Information of the other party (the Affected Party) under the terms of a subpoena or order issued by a Governmental Authority, it shall (i) notify the Affected Party immediately of the existence, terms and circumstances surrounding such request, (ii) consult with the Affected Party on the advisability of taking legally available steps to resist or narrow such request, and (iii) if any disclosure of Confidential Information is required to prevent the Disclosing Party from being held in contempt or subject to other

 

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legal penalty, furnish only such portion of the Confidential Information as it is legally compelled to disclose and, at the request of the Affected Party, use commercially reasonable efforts to assist the Affected Party in obtaining an order or other reliable assurance that confidential treatment shall be accorded to the disclosed Confidential Information; and

3.3 [*CTR]

3.4 In addition to disclosures of Confidential Information permitted by this Letter Agreement, either party may disclose Confidential Information as and to the extent explicitly provided for in the Purchase Agreement.

4. Remedies.

[*CTR]

5. Conflicts.

Subject to Section 2.3, to the extent of any conflict or inconsistency between the provisions of this Letter Agreement and any provisions regarding confidentiality of information set forth in the Purchase Agreements, the provisions of this Letter Agreement shall, to the extent of such conflict or inconsistency, control.

6. 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 or in the applicable Purchase Agreement.

 

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Very truly yours,

THE BOEING COMPANY

By: /s/ The Boeing Company                                         

Its: Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: February 1, 2013

AMERICAN AIRLINES, INC.

By: /s/ American Airlines, Inc.                                    

Its: VP Corporate Development and Treasurer

 

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				The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106671

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

Miscellaneous Commitments for Boeing Model 737 MAX Aircraft

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)

This letter agreement (Letter Agreement) is entered into on the date below, and amends and supplements the Purchase Agreement. All capitalized terms used herein but not otherwise defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

For ease of reference, a “Table of Contents” has been added as Attachment A to this Letter Agreement.

1. AGTA.

1.1. Taxes.

Section 2.2 of the AGTA is replaced in full by the following new provision:

“2.2 Taxes.

[*CTR]

2.2.2 [*CTR]

2.2.3 [*CTR]

 

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1.2. Customs Duties.

1.2.1 [*CTR]

1.2.2 Boeing provides the information in the preceding Section 2.1 to Customer as a courtesy, and not in lieu of professional opinions rendered by counsel of Customer’s choice, subject to the limitations that Boeing assumes no responsibility for the accuracy or timeliness of such information, and that Customer agrees it will assert no claim against Boeing based on such information.

1.3. Rate of Interest.

[*CTR]

1.4. Advanced Payment Increases.

[*CTR]

[*CTR]

1.5. Intentionally Omitted.

1.6. Intentionally Omitted.

1.7. Development Change and Manufacturer Change Production Revision Records.

[*CTR]

1.8. Part 121 Compliance Review.

[*CTR]

1.9. Inspection and Acceptance.

The AGTA is hereby amended by adding the following new Section 5.6 immediately following Section 5.5 of the AGTA:

[*CTR]

1.10. Condition of Aircraft Suffering Damage.

The AGTA is amended by adding the following new Section 5.7 after Section 5.6 of the AGTA.

[*CTR]

 

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1.11. Customer Quality Support Service Commitment.

[*CTR]

1.12. Target Delivery Dates.

[*CTR]

1.13. Customer Delay in Acceptance of Aircraft.

Section 6.4 of the AGTA is replaced in full by the following new provision:

[*CTR]

1.14. Customer Delay Due to Allied Pilots Association Strike.

The following new Section 6.5 is added to the AGTA after Section 6.4:

“6.5 Customer Delay Due to Allied Pilots Association Strike.

[*CTR]

6.5.1 [*CTR];

6.5.2 [*CTR]

6.5.3 [*CTR]

1.15. Liquidated Damages and Right of Termination.

1.15.1. [*CTR]

1.15.2 [*CTR]

1.15.3 [*CTR]

1.15.4 [*CTR]

1.15.5 [*CTR]

 

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1.16. Notice to Customer in the Event of an Excusable Delay.

Section 7.2 of the AGTA is replaced in full by the following new provision:

[*CTR]

1.17. Aircraft Damaged Beyond Repair.

Section 7.5 of the AGTA is replaced in full by the following new provision:

“7.5 [*CTR]

1.18. Termination.

Section 7.6 of the AGTA is replaced in full by the following new provision:

[*CTR]

1.19. Excusable Delay.

The AGTA is amended by adding the following provision immediately following Section 7.7:

[*CTR]

1.20. Risk Allocation/Insurance.

1.20.1. Article 8 of the AGTA is replaced in full by the following new provisions:

“Article 8. Risk Allocation/Insurance.

8.1 [*CTR]

8.1.1 [*CTR]

8.1.2 Boeing Insurance.

(a) [*CTR]

 

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(b) [*CTR]

(c) [*CTR]

8.1.3 Definition of Customer. For the purpose of Section 8.1, the term “Customer” includes American Airlines, Inc., its divisions, any wholly-owned subsidiary of American Airlines, Inc. which is assigned any rights or delegated any duties as permitted under the Purchase Agreement, the permitted assignees under the Purchase Agreement, and their respective directors, officers and employees.

8.2 Title and Risk with Customer.

8.2.1 [*CTR]

8.2.2 [*CTR]

8.2.3 [*CTR]

8.2.4 [*CTR]

8.2.5 [*CTR]

8.2.6 Definition of Boeing. For purposes of this Article 8.2, the term “Boeing” includes The Boeing Company, its divisions, any wholly-owned subsidiary of The Boeing Company which is assigned any rights or obligations in accordance with Section 9.1 of the AGTA, the permitted assignees under the Purchase Agreement, provided that such assignees or subsidiaries have performed services under the Customer Support Document to the AGTA and Supplemental Exhibit CS1 to the Purchase Agreement, and their respective directors, officers and employees.”

1.20.2. The insurance certificate provided by Boeing pursuant to Section 8.1.2(c) of the AGTA (as amended by this Letter Agreement) shall be substantially in the form of the certificate attached to this Letter Agreement as Attachment B.

 

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1.21. Boeing Training & Flight Services, L.L.C. Interface Commitment.

1.21.1. Section 9.1.5 of the AGTA is replaced in full by the following new provisions:

“9.1.5 [*CTR]:

9.1.5.1 [*CTR]

9.1.5.2 [*CTR]

1.21.2. Reserved.

1.22. Exculpatory Clause in Post-Delivery Sale or Lease.

Section 9.7 of the AGTA is replaced in full by the following new provision:

“9.7 [*CTR]

1.23. Termination for Certain Events.

1.23.1. Article 10 of the AGTA is replaced in full by the following new provision:

“Article 10. Termination for Certain Events.

10.1 Termination. If either party:

(i) [*CTR]

(ii) [*CTR]

10.2 [*CTR]

1.24. FAA Grounding.

1.24.1. [*CTR]

1.24.2. [*CTR]

 

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1.25. FAA ETOPS Prevention.

[*CTR]

[*CTR]

1.26. Duplicate Remedies.

[*CTR]

2. Customer Support (Exhibit B).

2.1. Additional Technical Data and Documents.

The following Section 3.2 is added to Part 1 of the Customer Support Document following Section 3.1:

“3.2 [*CTR]

[*CTR]

2.2. Field Service Representation.

Part 2 to the Customer Support Document is amended as follows:

(a) [*CTR]

(b) [*CTR]

[*CTR]

2.3. Computer Software Documentation for Boeing Manufactured Airborne Components and Equipment.

[*CTR]

[*CTR]

2.4. Technical Information and Materials.

The first paragraph of Section 1 of Part 3 of the Customer Support Document is replaced in full by the following new provision:

[*CTR]

 

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2.5. Supplier Technical Data.

Section 8 of Part 3 to the Customer Support Document is replaced in full by the following new provision:

“8. [*CTR]

[*CTR].

8.2 [*CTR]

8.3 [*CTR]

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

(iv) [*CTR]

(v) [*CTR]

8.4 [*CTR]

8.5 [*CTR]

8.6 [*CTR]

2.6. Protection of Proprietary Information and Proprietary Materials.

Part 5 of the Customer Support Document is replaced in full by the following new provision:

“CUSTOMER SUPPORT DOCUMENT

PART 5: PROTECTION OF PROPRIETARY INFORMATION AND PROPRIETARY MATERIALS

1. General.

[*CTR]

2. License Grant.

[*CTR]

 

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3. Use of Proprietary Materials and Proprietary Information.

[*CTR]

4. Use of Training Materials.

[*CTR]

5. Providing of Proprietary Materials to Contractors.

[*CTR]

6. Providing of Proprietary Materials and Proprietary Information to Regulatory Agencies.

[*CTR]

7. Additional Data and Documents.

[*CTR]

2.7. Line Station Spare Parts Support.

Customer, at its option, may participate in the use of spare parts held by Boeing at any line station in accordance with the reasonable terms and conditions set forth by Boeing for such participation.

3. Product Assurance (Exhibit C).

3.1. Disclaimer and Release; Exclusion of Liabilities.

Section 11 of Part 2 of the Product Assurance Document is replaced in full by the following new provision:

“11. Disclaimer and Release; Exclusion of Liabilities.

11.1 [*CTR]

(A) [*CTR]

(B) [*CTR]

(C) [*CTR]

 

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(D) [*CTR]

11.2 [*CTR]

11.3 [*CTR]

11.4 Definitions. For the purpose of this Section 11, “BOEING” or “Boeing” is defined as The Boeing Company, its divisions, subsidiaries, Affiliates, the assignees of each, and their respective directors, officers, employees and agents.”

3.2. Reimbursement for Service Bulletin Corrections.

Section 7.3.2 of Part 2 of the Product Assurance Document is replaced in full by the following provision:

“7.3.2 [*CTR]

(a) [*CTR]

(b) [*CTR]

3.3. FAR 145 Requirements.

[*CTR]

3.4. Warranty Claim, Response and Payment Time.

[*CTR]

3.5. Maximum Reimbursement.

The following provision is added to the end of Section 4.5 of Part 2 to the Product Assurance Document:

[*CTR]

3.6. Additional Service Life Policy Covered Components.

[*CTR]

3.6.1. Additional Service Life Policy Covered Components.

 

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3.6.1.1. For purposes of Part 3 of the Product Assurance Document, the following additional items (Additional SLP Components) shall be deemed to be “SLP Components”, as defined in Section 1 of Part 3 of the Product Assurance Document:

[*CTR]

3.6.1.2. [*CTR]

3.6.1.3. [*CTR]

3.6.2. [*CTR]

3.6.2.1. [*CTR]

[*CTR]

3.6.2.2. [*CTR]

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

3.7. Conditions and Limitations to the Service Life Policy.

3.7.1. The following Section 4.5 is added to Part 3 of the Product Assurance Document:

“4.5 [*CTR]

3.7.2. [*CTR]

[*CTR]

3.8. Boeing Back-Up of Supplier Turnaround Time Commitments.

[*CTR]

 

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3.9. Supplier Warranty Commitment.

Section 1 of Part 4 of the Product Assurance Document is replaced in full by the following new Section 1:

“1. Supplier Warranties and Supplier Patent Indemnities.

[*CTR]

3.10. Engine/Airframe Interface Commitment.

[*CTR]

(a) [*CTR]

(b) [*CTR]

(c) [*CTR]

3.11. Boeing Indemnities Against Patent and Copyright Infringement.

Part 6 of the Product Assurance Document is replaced in full by the following new provision:

“PRODUCT ASSURANCE DOCUMENT

PART 6: BOEING INDEMNITIES AGAINST PATENT

AND COPYRIGHT INFRINGEMENT AND TRADE SECRET MISAPPROPRIATION

1. [*CTR]

[*CTR]

(a) [*CTR]

(b) [*CTR]

2. Indemnity Against Copyright Infringement.

[*CTR]

(a) [*CTR]

 

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(b) [*CTR]

[*CTR]

3. Indemnity Against Trade Secret Misappropriation.

[*CTR]

(a) [*CTR]

(b) [*CTR]

[*CTR]

4. Exceptions, Limitations and Conditions.

4.1 [*CTR]

4.2 [*CTR]

4.3 [*CTR]

4.4 [*CTR]

4.5 [*CTR]

4.6 [*CTR]

4.7 [*CTR]

4.8 [*CTR]

4.9 [*CTR]

4.10 For the purposes of this Part 6, “BOEING” or “Boeing” is defined as The Boeing Company, its divisions, wholly owned subsidiaries, the permitted assignees of each, and their respective directors, officers, employees and agents.

4.11 For the purposes of this Part 6, “Customer” is defined as American Airlines, Inc., its divisions, wholly owned subsidiaries, the permitted assignees of each, and their respective directors, officers, employees and agents.”

 

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4. Performance.

4.1. [*CTR]

[*CTR]

4.2. Performance Guarantees/Data Base Changes.

4.2.1. [*CTR]

4.2.2. [*CTR]

4.2.3. [*CTR]

4.2.4. Upon the occurrence of any performance data base change, Boeing agrees to take the following action:

(a) [*CTR]

5. Reserved

5.1 Reserved.

5.2 Reserved

6 [*CTR]

[*CTR]

 

[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

 

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[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]
[*CTR]		[*CTR]

[*CTR]

6.1 [*CTR]

6.2 [*CTR]

6.3 [*CTR]

6.4 [*CTR]

6.5 [*CTR]

6.6 [*CTR]

6.7 [*CTR]

7 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 or the Purchase Agreement.

 

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Very truly yours,

THE BOEING COMPANY

By: /s/ The Boeing Company                             

Its: Attorney-In-Fact

 

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ACCEPTED AND AGREED TO this

Date: February 1, 2013

AMERICAN AIRLINES, INC.

By: /s/ American Airlines, Inc.                                

Its: VP Corporate Development and Treasurer

Attachment A - Table of Contents

Attachment B - Form of Insurance Certificate of Boeing

Attachment C - Reserved.

Attachment D - Reserved

 

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Attachment A to AAL-PA-03735-LA-1106671

 

TABLE OF CONTENTS

 

Subject		Paragraph
1. AGTA
Taxes (Art. 2)		1.1
Customs Duties (Art. 2)		1.2
Rate of Interest (Art. 2)		1.3
Advanced Payment Increases (Art. 2)		1.4
Development Change and Manufacturer Change Production Revision Records (Art. 4)		1.7
Part 121 Compliance Review (Art. 4)		1.8
Inspection and Acceptance (Art. 5)		1.9
Condition of Aircraft Suffering Damage (Art. 5)		1.10
Customer Quality Support Service Commitment (Art. 5)		1.11
Target Delivery Dates (Art. 6)		1.12
Customer Delay in Acceptance of Aircraft (Art. 6)		1.13
Customer Delay Due to Allied Pilots Association Strike (Art. 6)		1.14
Liquidated Damages and Right of Termination (Art. 7)		1.15
Notice to Customer in the Event of an Excusable Delay (Art. 7)		1.16
Aircraft Damaged Beyond Repair (Art. 7)		1.17
Termination (Art. 7)		1.18
Excusable Delay (Art. 7)		1.19
Risk Allocation/Insurance (Art. 8)		1.20
Boeing Training & Flight Services,, L.L.C. Interface Commitment (Art. 9)		1.21
Exculpatory Clause in Post-Delivery Sale or Lease (Art. 9)		1.22
Termination for Certain Events (Art. 10)		1.23
FAA Grounding		1.24
FAA ETOPS Prevention		1.25
Duplicate Remedies		1.26

 

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Attachment A to AAL-PA-03735-LA-1106671, continued

 

2. Customer Support (Exhibit B)
Additional Technical Data and Documents (Part 1)		2.1
Field Service Representation (Part 2)		2.2
Computer Software Documentation for Boeing Manufactured Airborne Components and Equipment (Part 3)		2.3
Technical Information and Materials (Part 3)		2.4
Supplier Technical Data (Part 3)		2.5
Protection of Proprietary Information and Proprietary Materials (Part 5)		2.6
Line Station Spare Parts Support		2.7
3. Product Assurance (Exhibit C)
Disclaimer and Release; Exclusion of Liabilities (Part 2)		3.1
Reimbursement for Service Bulletin Corrections (Part 2)		3.2
FAR 145 Requirements (Part 2)		3.3
Warranty Claim, Response and Payment Time (Part 2)		3.4
Maximum Reimbursement (Part 2)		3.5
Additional Service Life Policy Covered Components (Part 3)		3.6
Conditions and Limitations to the Service Life Policy (Part 3)		3.7
Boeing Back-Up of Supplier Turnaround Time Commitments (Part 4)		3.8
Supplier Warranty Commitment (Part 4)		3.9
Engine/Airframe Interface Commitment (Part 5)		3.10
Boeing Indemnities Against Patent and Copyright Infringement (Part 6)		3.11
4. Performance
Maintaining Fuel Efficient Performance in Service		4.1
Performance Guarantees/Data Base Changes		4.2

5. Reserved

6. [*CTR]

7. Confidential Treatment

 

AAL-PA-03735-LA-1106671				Attachment A, Page 2 of 2
Miscellaneous Commitments
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B to AAL-PA-03735-LA-1106671

 

Sample Insurance Certificate (Boeing)

 

[ date ]

Certificate of Insurance Ref. No.            

THIS IS TO CERTIFY TO:

 

American Airlines, Inc. (hereinafter “American”)

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

that Insurers, EACH FOR HIS OWN PART AND NOT ONE FOR THE OTHER, are providing the following insurance:

 

NAMED INSURED:		The Boeing Company (hereinafter “Boeing”)
ADDRESS OF INSURED:		Post Office Box 3707
		Seattle, Washington 98124-2207
PERIOD OF INSURANCE:		See attached Schedule of Insurers
GEOGRAPHICAL LIMITS:		Worldwide
EQUIPMENT INSURED:		All Boeing [model] [type] aircraft owned or operated by American that are the subject of that certain Purchase Agreement No.             dated              between American and Boeing, as more particularly described on the attached Schedule of Aircraft, as such schedule may be amended from time to time.

 

AAL-PA-03735-LA-1106671				Attachment B, Page 1 of 5
Miscellaneous Commitments
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B to AAL-PA-03735-LA-1106671, continued

 

DESCRIPTION OF COVERAGES

 

A. AIRCRAFT HULL INSURANCE		All risks of ground and flight physical damage coverage in respect of all aircraft owned by, leased to or operated by the Named Insured, including the Aircraft and any engines (including the Engines) and any parts (including the Parts) while attached to any such Aircraft or removed therefrom but not replaced, subject to policy terms, conditions, limitations, exclusions and deductibles.
Amount of Insurance:		Agreed Value (as per Policy terms and conditions).
B. AIRCRAFT LIABILITY INSURANCE		Aircraft Liability Insurance, including Bodily Injury (including passengers), Property Damage, Aircraft Liability, Passenger Legal Liability, Premises/Operations Liability, Personal Injury, and Contractual Liability Insurance, subject to policy terms, conditions, limitations, exclusion and deductibles.
Limit of Liability:		[*CTR]

 

AAL-PA-03735-LA-1106671				Attachment B, Page 2 of 5
Miscellaneous Commitments
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B to AAL-PA-03735-LA-1106671, continued

 

SPECIAL PROVISIONS APPLICABLE TO THE ADDRESSEE(S)

Subject to the policy terms, conditions, limitations, exclusions and deductibles and solely with respect to Purchase Agreement No.            dated as of             (the “Purchase Agreement”) between American and The Boeing Company (“Boeing”), the policies set forth in the attached Schedule of Insurers are amended to include the following:

 

1.

Solely with respect to Aircraft Liability Insurance, American is included as an additional Insured, but only to the extent that Boeing is obligated by its agreements to indemnify and hold harmless American under Section 8.1.1 of the Aircraft General Terms Agreement, AGTA-AAL, applicable to the Purchase Agreement and then only to the extent of coverage provided by the policy;

 

2.	Solely with respect to Aircraft Hull Insurance, each Insurer agrees to waive any rights of subrogation against American to the extent that Boeing has waived such rights by the terms of its agreements to indemnify American pursuant to the Purchase Agreement;

 

3.

Solely with respect to Aircraft Liability Insurance, to the extent American is insured hereunder, such insurance shall not be invalidated or minimized by any action or inaction, omission or misrepresentation by the Insured regardless of any breach or violation of any warranty, declaration or condition contained in such policies;

 

4.	Solely with respect to Aircraft Liability Insurance, to provide that all provisions of the insurance coverages referenced above, except the limits of liability, will operate to give each Insured or additional insured the same protection as if there were a separate Policy issue to each;

 

5.

Solely with respect to Aircraft Liability Insurance, such insurance will be primary and not contributory nor excess with respect to any other insurance available for the protection of American, but only to the extent that Boeing is obligated by its agreements to indemnify and hold harmless American under Section 8.1.1 of the Aircraft General Terms Agreement, AGTA-AAL, applicable to the Purchase Agreement and then only to the extent of coverage provided by the policy;

 

6.	Each of the Aircraft Liability Insurance policy and Aircraft Hull Insurance policy provides that: American shall not have any obligation or liability for premiums, commissions, calls or assessments in connection with such insurance;

 

AAL-PA-03735-LA-1106671				Attachment B, Page 3 of 5
Miscellaneous Commitments
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B to AAL-PA-03735-LA-1106671, continued

 

7.

With respect to the Aircraft Liability Insurance, if a policy is canceled for any reason whatsoever, any substantial change is made which would reduce the amount of coverage as certified herein, or if a policy is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to American for thirty (30) days after receipt by American of written notice from the Insurers or their authorized representatives or Broker of such cancellation, change or lapse; and

 

8.

For the purposes of the Certificate, “American” is defined as American Airlines, Inc., its divisions, any wholly-owned subsidiary of American Airlines, Inc. which is assigned any rights or obligations in accordance with Article 9.1 of the AGTA, the assignees of each permitted under the applicable Purchase Agreement, and their respective directors, officers and employees.

 

AAL-PA-03735-LA-1106671				Attachment B, Page 4 of 5
Miscellaneous Commitments
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment B to AAL-PA-03735-LA-1106671, continued

 

THE BOEING COMPANY

AND ALL ITS SUBSIDIARIES

SCHEDULE OF SUBSCRIBING INSURERS

POLICY TERM: DECEMBER 1, 1996 TO DECEMBER 1, 1997

COVERAGES:

Aircraft Hull and Liability Insurance

 

SUBSCRIBING INSURERS FOR 100% PARTICIPATION		POLICY NUMBER

SEVERAL LIABILITY NOTICE

The subscribing insurers’ obligations under contracts of insurance to which they subscribe are several and not joint and are limited solely to the extent of their individual subscriptions. The subscribing insurers are not responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part of its obligation.

Subject to the terms, conditions, limitations and exclusions of the relative policies except for the specific declarations contained in this certificate.

(signature)

(typed name)

(title)

 

AAL-PA-03735-LA-1106671				Attachment B, Page 5 of 5
Miscellaneous Commitments
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment C to AAL-PA-03735-LA-1106671: RESERVED

 

AAL-PA-03735-LA-1106671				Attachment C, Page 1 of 1
Miscellaneous Commitments
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Attachment D to AAL-PA-03735-LA-1106671: RESERVED

 

AAL-PA-03735-LA-1106671				Attachment D, Page 1 of 1
Miscellaneous Commitments
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

		The Boeing Company      P.O. Box 3707                 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106672

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

References:

a) Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)

 

b) Letter Agreement AAL-PA-03735-LA-1106654 entitled “AGTA Matters” (AGTA Matters Letter Agreement)

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. General.

[*CTR]

2. Extended Aircraft Warranty [*CTR].

2.1 [*CTR]

2.2 [*CTR]

2.3 [*CTR]

 

AAL-PA-03735-LA-1106672				Page 1 of 2
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

3. Confidential Treatment.

Customer understands that Boeing considers certain commercial and financial information contained in this Letter Agreement as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, 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:		/s/ The Boeing Company
Its:		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: February 1, 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106672
[*CTR]		Page 2 of 2
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106673

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

CS1 Special Matters

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

1. Revision of Customer Support Variables.

1.1 [*CTR]

1.2 [*CTR]

1.3 [*CTR]

1.4 [*CTR]

2. Customer Unique Terms.

[*CTR]

2.1 [*CTR]

[*CTR]

2.2 [*CTR]

[*CTR]

2.3 [*CTR]

[*CTR]

2.4 [*CTR]

[*CTR]

 

AAL-PA-03735-LA-1106673
CS1 Special Matters				Page 1 of 3
BOEING PROPRIETARY
[*CTR]=[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 are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

 

AAL-PA-03735-LA-1106673				Page 2 of 3
CS1 Special Matters
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

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:		/s/ The Boeing Company
Its:		Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date: February 1, 2013

 

AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106673				Page 3 of 3
CS1 Special Matters
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

		The Boeing Company      P.O. Box 3707                 Seattle, WA 98124-2207

AAL-PA-03735-LA-1106677

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:

[*CTR]

 

Reference:

Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

[*CTR]

1. [*CTR]

[*CTR]

2. [*CTR]

[*CTR]

3. [*CTR]

3.1 [*CTR]

3.2 [*CTR]

4. 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’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

 

AAL-PA-03735-LA-1106677				Page 1 of 3
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

 

5. 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:		/s/ The Boeing Company
Its:		Attorney-In-Fact
ACCEPTED AND AGREED TO this

 

ACCEPTED AND AGREED TO this
Date:		February 1, 2013
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		VP Corporate Development and Treasurer

 

AAL-PA-03735-LA-1106677				Page 2 of 3
[*CTR]
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Exhibit 10.8

Amendment No. 1

to the

A320 Family Aircraft Purchase Agreement

made of July 20, 2011

between

AIRBUS S.A.S.

and

AMERICAN AIRLINES, INC.

This Amendment No. 1 to the A320 Family Aircraft Purchase Agreement made July 20, 2011 (hereinafter referred to as the “Amendment”), is entered into as of January 11, 2013, by and between AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”), and AMERICAN AIRLINES, INC., a Delaware corporation having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, United States of America (the “Buyer”).

WITNESSETH:

WHEREAS, the Buyer and the Seller entered into an Airbus A320 Aircraft Family Purchase Agreement, made July 20, 2011 which, together with all Exhibits, Appendices and Letter Agreements attached thereto, is hereinafter called the “Agreement.”

WHEREAS, the Buyer and the Seller wish to modify certain provisions of the Agreement as set forth in this Amendment.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

 

1	DEFINITIONS

Clause 0 to the Agreement is amended to modify the following defined term as set forth between the words “QUOTE” and “UNQUOTE”:

QUOTE

Delivery Location –the facilities of the Seller at the location of final assembly of the Aircraft, which will be located in Hamburg, Germany, Toulouse, France, Mobile, Alabama or another location mutually agreed by the Buyer and the Seller in writing.

UNQUOTE

 

Page 1

---

2	SCHEDULE I

Schedule I to the Agreement is deleted in its entirety and replaced with the Schedule I attached hereto in Appendix I which reflects (i) the addition of a unique identification number (the “CAC ID No.”) corresponding to each Aircraft, (ii) Scheduled Delivery Months that have been notified by the Seller to the Buyer as of the date of this Amendment and (iii) [*CTR]

 

3	ENGINE SELECTION

Clause 2.4.7 of the Agreement is deleted in its entirety and replaced by the following quoted text:

QUOTE

2.4.7 The Buyer will notify the Seller of its choice of:

 

(i)

A319 Propulsion System, A320 Propulsion System and A321 Propulsion System by November 30, 2011, and

 

(ii)

A319 NEO Propulsion System, A320 NEO Propulsion System and A321 NEO Propulsion System by January 31, 2013.

UNQUOTE

 

4	CHAPTER 11 CASES

 

4.1

The Seller acknowledges that the Buyer is a debtor in possession under chapter 11 of the United States Bankruptcy 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 (the “Bankruptcy Court”), case no. 11-15643 (SHL) (Jointly Administered) (the “Chapter 11 Cases”). The Buyer, and certain of its debtor affiliates, commenced the Chapter 11 Cases on November 29, 2011 (the “Commencement Date”).

The Seller agrees that notwithstanding the date this Amendment is executed, this Amendment does not constitute an assumption of the Agreement or entry into a new postpetition agreement unless and until the Bankruptcy Court enters an order approving assumption of the Agreement (as amended hereby) (the “Assumption Order”). Accordingly, notwithstanding anything to the contrary set forth in this Amendment, the parties agree that the Agreement (as amended hereby) will only be deemed assumed, pursuant to section 365 of the Bankruptcy Code, on the first date upon which the Assumption Order has been entered on the docket of the Bankruptcy Court and the Assumption Order is in full force and effect and is not, in any way, stayed as to its effectiveness, including by order of the Bankruptcy Court or otherwise (the “Assumption Date”).

The Buyer agrees to provide to the Seller a draft of the motion to assume the Agreement (as amended hereby) and related proposed form of the Assumption Order no later than three (3) days prior to the Buyer’s intended filing thereof with the Bankruptcy Court, and the Buyer further agrees that the motion and form of the Assumption Order will be in form and substance reasonably satisfactory to the Seller.

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Page 2

---

4.2	The Buyer hereby represents and warrants to the Seller that, [*CTR]

The Buyer covenants and agrees with the Seller that [*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

4.3	As of the Assumption Date, the Seller [*CTR]

 

5	EFFECT OF THE AMENDMENT

 

5.1

Except for the provisions of Clauses 4, 5, 6, 7, and 8 of this Amendment that are effective, binding, and enforceable upon execution by the parties of this Amendment, all rights, obligations, and agreements of the parties set forth herein will become effective, binding, and enforceable on the Assumption Date.

 

5.2

The Agreement, as amended by this Amendment as of the Assumption Date, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written between the Buyer and the Seller.

 

5.3

The Agreement, as of the Assumption Date, will be deemed amended to the extent provided in this Amendment and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement and be governed by the provisions of the Agreement, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Page 3

---

6	CONFIDENTIALITY

Each of the Seller and the Buyer agree not to disclose the terms and conditions of this Amendment to any person without the prior written consent of the other party. Notwithstanding the foregoing, each of the Seller and the Buyer agrees that such terms and conditions may be disclosed without such prior written consent to (i) the Official Committee of Unsecured Creditors (excluding Boeing Capital Corporation) and/or its professional advisors retained in the Chapter 11 Cases in accordance with the terms of the Stipulated Protective Order Pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 Establishing Procedures for the Protection of Confidential Information Provided by the Debtors to the Official Committee of Unsecured Creditors entered by the Bankruptcy Court on January 27, 2012 [Docket No. 891], (ii) the Bankruptcy Court, (iii) counsel and advisors for the Ad Hoc Group of AMR Corporation Creditors identified in that certain “Motion for Approval of ‘Fee Letter’ to Pay Certain Work Fees and Expenses of Professionals Employed by the Ad Hoc Group of AMR Corporation Creditors” filed with the Bankruptcy Court on August 29, 2012, (iv) as required by law or as necessary in connection with the enforcement of such party’s rights hereunder, and (v) the board of directors, managers, employees, auditors, and legal, financial and technical advisors of each party.

 

7	GOVERNING LAW

THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREIN WILL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 22.6 OF THE AGREEMENT.

 

8	COUNTERPARTS

This Amendment has been executed in two (2) original copies.

Notwithstanding the foregoing, this Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

 

Page 4

---

IN WITNESS WHEREOF, this Amendment was entered into as of the day and year first above written.

 

		AIRBUS S.A.S.
		By:		/s/ Airbus S.A.S,
		Title:		Senior Vice President Contracts
		AMERICAN AIRLINES, INC.
		By:		/s/ American Airlines, Inc.
		Title:		Vice President

---

APPENDIX 1

 

SCHEDULE I

 

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
1		[*CTR]		[*CTR]		[*CTR]
2		[*CTR]		[*CTR]		[*CTR]
3		[*CTR]		[*CTR]		[*CTR]
4		[*CTR]		[*CTR]		[*CTR]
5		[*CTR]		[*CTR]		[*CTR]
6		[*CTR]		[*CTR]		[*CTR]
7		[*CTR]		[*CTR]		[*CTR]
8		[*CTR]		[*CTR]		[*CTR]
9		[*CTR]		[*CTR]		[*CTR]
10		[*CTR]		[*CTR]		[*CTR]
11		[*CTR]		[*CTR]		[*CTR]
12		[*CTR]		[*CTR]		[*CTR]
13		[*CTR]		[*CTR]		[*CTR]
14		[*CTR]		[*CTR]		[*CTR]
15		[*CTR]		[*CTR]		[*CTR]
16		[*CTR]		[*CTR]		[*CTR]
17		[*CTR]		[*CTR]		[*CTR]
18		[*CTR]		[*CTR]		[*CTR]
19		[*CTR]		[*CTR]		[*CTR]
20		[*CTR]		[*CTR]		[*CTR]
21		[*CTR]		[*CTR]		[*CTR]
22		[*CTR]		[*CTR]		[*CTR]
23		[*CTR]		[*CTR]		[*CTR]
24		[*CTR]		[*CTR]		[*CTR]
25		[*CTR]		[*CTR]		[*CTR]
26		[*CTR]		[*CTR]		[*CTR]
27		[*CTR]		[*CTR]		[*CTR]
28		[*CTR]		[*CTR]		[*CTR]
29		[*CTR]		[*CTR]		[*CTR]
30		[*CTR]		[*CTR]		[*CTR]
31		[*CTR]		[*CTR]		[*CTR]
32		[*CTR]		[*CTR]		[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Apx. 1 - Page 1

---

APPENDIX 1

 

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
33		[*CTR]		[*CTR]		[*CTR]
34		[*CTR]		[*CTR]		[*CTR]
35		[*CTR]		[*CTR]		[*CTR]
36		[*CTR]		[*CTR]		[*CTR]
37		[*CTR]		[*CTR]		[*CTR]
38		[*CTR]		[*CTR]		[*CTR]
39		[*CTR]		[*CTR]		[*CTR]
40		[*CTR]		[*CTR]		[*CTR]
41		[*CTR]		[*CTR]		[*CTR]
42		[*CTR]		[*CTR]		[*CTR]
43		[*CTR]		[*CTR]		[*CTR]
44		[*CTR]		[*CTR]		[*CTR]
45		[*CTR]		[*CTR]		[*CTR]
46		[*CTR]		[*CTR]		[*CTR]
47		[*CTR]		[*CTR]		[*CTR]
48		[*CTR]		[*CTR]		[*CTR]
49		[*CTR]		[*CTR]		[*CTR]
50		[*CTR]		[*CTR]		[*CTR]
51		[*CTR]		[*CTR]		[*CTR]
52		[*CTR]		[*CTR]		[*CTR]
53		[*CTR]		[*CTR]		[*CTR]
54		[*CTR]		[*CTR]		[*CTR]
55		[*CTR]		[*CTR]		[*CTR]
56		[*CTR]		[*CTR]		[*CTR]
57		[*CTR]		[*CTR]		[*CTR]
58		[*CTR]		[*CTR]		[*CTR]
59		[*CTR]		[*CTR]		[*CTR]
60		[*CTR]		[*CTR]		[*CTR]
61		[*CTR]		[*CTR]		[*CTR]
62		[*CTR]		[*CTR]		[*CTR]
63		[*CTR]		[*CTR]		[*CTR]
64		[*CTR]		[*CTR]		[*CTR]
65		[*CTR]		[*CTR]		[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Apx. 1 - Page 2

---

APPENDIX 1

 

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
66		[*CTR]		[*CTR]		[*CTR]
67		[*CTR]		[*CTR]		[*CTR]
68		[*CTR]		[*CTR]		[*CTR]
69		[*CTR]		[*CTR]		[*CTR]
70		[*CTR]		[*CTR]		[*CTR]
71		[*CTR]		[*CTR]		[*CTR]
72		[*CTR]		[*CTR]		[*CTR]
73		[*CTR]		[*CTR]		[*CTR]
74		[*CTR]		[*CTR]		[*CTR]
75		[*CTR]		[*CTR]		[*CTR]
76		[*CTR]		[*CTR]		[*CTR]
77		[*CTR]		[*CTR]		[*CTR]
78		[*CTR]		[*CTR]		[*CTR]
79		[*CTR]		[*CTR]		[*CTR]
80		[*CTR]		[*CTR]		[*CTR]
81		[*CTR]		[*CTR]		[*CTR]
82		[*CTR]		[*CTR]		[*CTR]
83		[*CTR]		[*CTR]		[*CTR]
84		[*CTR]		[*CTR]		[*CTR]
85		[*CTR]		[*CTR]		[*CTR]
86		[*CTR]		[*CTR]		[*CTR]
87		[*CTR]		[*CTR]		[*CTR]
88		[*CTR]		[*CTR]		[*CTR]
89		[*CTR]		[*CTR]		[*CTR]
90		[*CTR]		[*CTR]		[*CTR]
91		[*CTR]		[*CTR]		[*CTR]
92		[*CTR]		[*CTR]		[*CTR]
93		[*CTR]		[*CTR]		[*CTR]
94		[*CTR]		[*CTR]		[*CTR]
95		[*CTR]		[*CTR]		[*CTR]
96		[*CTR]		[*CTR]		[*CTR]
97		[*CTR]		[*CTR]		[*CTR]
98		[*CTR]		[*CTR]		[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Apx. 1 - Page 3

---

APPENDIX 1

 

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
99		[*CTR]		[*CTR]		[*CTR]
100		[*CTR]		[*CTR]		[*CTR]
101		[*CTR]		[*CTR]		[*CTR]
102		[*CTR]		[*CTR]		[*CTR]
103		[*CTR]		[*CTR]		[*CTR]
104		[*CTR]		[*CTR]		[*CTR]
105		[*CTR]		[*CTR]		[*CTR]
106		[*CTR]		[*CTR]		[*CTR]
107		[*CTR]		[*CTR]		[*CTR]
108		[*CTR]		[*CTR]		[*CTR]
109		[*CTR]		[*CTR]		[*CTR]
110		[*CTR]		[*CTR]		[*CTR]
111		[*CTR]		[*CTR]		[*CTR]
112		[*CTR]		[*CTR]		[*CTR]
113		[*CTR]		[*CTR]		[*CTR]
114		[*CTR]		[*CTR]		[*CTR]
115		[*CTR]		[*CTR]		[*CTR]
116		[*CTR]		[*CTR]		[*CTR]
117		[*CTR]		[*CTR]		[*CTR]
118		[*CTR]		[*CTR]		[*CTR]
119		[*CTR]		[*CTR]		[*CTR]
120		[*CTR]		[*CTR]		[*CTR]
121		[*CTR]		[*CTR]		[*CTR]
122		[*CTR]		[*CTR]		[*CTR]
123		[*CTR]		[*CTR]		[*CTR]
124		[*CTR]		[*CTR]		[*CTR]
125		[*CTR]		[*CTR]		[*CTR]
126		[*CTR]		[*CTR]		[*CTR]
127		[*CTR]		[*CTR]		[*CTR]
128		[*CTR]		[*CTR]		[*CTR]
129		[*CTR]		[*CTR]		[*CTR]
130		[*CTR]		[*CTR]		[*CTR]
131		[*CTR]		[*CTR]		[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Apx. 1 - Page 4

---

APPENDIX 1

 

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
132		[*CTR]		[*CTR]		[*CTR]
133		[*CTR]		[*CTR]		[*CTR]
134		[*CTR]		[*CTR]		[*CTR]
135		[*CTR]		[*CTR]		[*CTR]
136		[*CTR]		[*CTR]		[*CTR]
137		[*CTR]		[*CTR]		[*CTR]
138		[*CTR]		[*CTR]		[*CTR]
139		[*CTR]		[*CTR]		[*CTR]
140		[*CTR]		[*CTR]		[*CTR]
141		[*CTR]		[*CTR]		[*CTR]
142		[*CTR]		[*CTR]		[*CTR]
143		[*CTR]		[*CTR]		[*CTR]
144		[*CTR]		[*CTR]		[*CTR]
145		[*CTR]		[*CTR]		[*CTR]
146		[*CTR]		[*CTR]		[*CTR]
147		[*CTR]		[*CTR]		[*CTR]
148		[*CTR]		[*CTR]		[*CTR]
149		[*CTR]		[*CTR]		[*CTR]
150		[*CTR]		[*CTR]		[*CTR]
151		[*CTR]		[*CTR]		[*CTR]
152		[*CTR]		[*CTR]		[*CTR]
153		[*CTR]		[*CTR]		[*CTR]
154		[*CTR]		[*CTR]		[*CTR]
155		[*CTR]		[*CTR]		[*CTR]
156		[*CTR]		[*CTR]		[*CTR]
157		[*CTR]		[*CTR]		[*CTR]
158		[*CTR]		[*CTR]		[*CTR]
159		[*CTR]		[*CTR]		[*CTR]
160		[*CTR]		[*CTR]		[*CTR]
161		[*CTR]		[*CTR]		[*CTR]
162		[*CTR]		[*CTR]		[*CTR]
163		[*CTR]		[*CTR]		[*CTR]
164		[*CTR]		[*CTR]		[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Apx. 1 - Page 5

---

APPENDIX 1

 

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
165		[*CTR]		[*CTR]		[*CTR]
166		[*CTR]		[*CTR]		[*CTR]
167		[*CTR]		[*CTR]		[*CTR]
168		[*CTR]		[*CTR]		[*CTR]
169		[*CTR]		[*CTR]		[*CTR]
170		[*CTR]		[*CTR]		[*CTR]
171		[*CTR]		[*CTR]		[*CTR]
172		[*CTR]		[*CTR]		[*CTR]
173		[*CTR]		[*CTR]		[*CTR]
174		[*CTR]		[*CTR]		[*CTR]
175		[*CTR]		[*CTR]		[*CTR]
176		[*CTR]		[*CTR]		[*CTR]
177		[*CTR]		[*CTR]		[*CTR]
178		[*CTR]		[*CTR]		[*CTR]
179		[*CTR]		[*CTR]		[*CTR]
180		[*CTR]		[*CTR]		[*CTR]
181		[*CTR]		[*CTR]		[*CTR]
182		[*CTR]		[*CTR]		[*CTR]
183		[*CTR]		[*CTR]		[*CTR]
184		[*CTR]		[*CTR]		[*CTR]
185		[*CTR]		[*CTR]		[*CTR]
186		[*CTR]		[*CTR]		[*CTR]
187		[*CTR]		[*CTR]		[*CTR]
188		[*CTR]		[*CTR]		[*CTR]
189		[*CTR]		[*CTR]		[*CTR]
190		[*CTR]		[*CTR]		[*CTR]
191		[*CTR]		[*CTR]		[*CTR]
192		[*CTR]		[*CTR]		[*CTR]
193		[*CTR]		[*CTR]		[*CTR]
194		[*CTR]		[*CTR]		[*CTR]
195		[*CTR]		[*CTR]		[*CTR]
196		[*CTR]		[*CTR]		[*CTR]
197		[*CTR]		[*CTR]		[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Apx. 1 - Page 6

---

APPENDIX 1

 

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
198		[*CTR]		[*CTR]		[*CTR]
199		[*CTR]		[*CTR]		[*CTR]
200		[*CTR]		[*CTR]		[*CTR]
201		[*CTR]		[*CTR]		[*CTR]
202		[*CTR]		[*CTR]		[*CTR]
203		[*CTR]		[*CTR]		[*CTR]
204		[*CTR]		[*CTR]		[*CTR]
205		[*CTR]		[*CTR]		[*CTR]
206		[*CTR]		[*CTR]		[*CTR]
207		[*CTR]		[*CTR]		[*CTR]
208		[*CTR]		[*CTR]		[*CTR]
209		[*CTR]		[*CTR]		[*CTR]
210		[*CTR]		[*CTR]		[*CTR]
211		[*CTR]		[*CTR]		[*CTR]
212		[*CTR]		[*CTR]		[*CTR]
213		[*CTR]		[*CTR]		[*CTR]
214		[*CTR]		[*CTR]		[*CTR]
215		[*CTR]		[*CTR]		[*CTR]
216		[*CTR]		[*CTR]		[*CTR]
217		[*CTR]		[*CTR]		[*CTR]
218		[*CTR]		[*CTR]		[*CTR]
219		[*CTR]		[*CTR]		[*CTR]
220		[*CTR]		[*CTR]		[*CTR]
221		[*CTR]		[*CTR]		[*CTR]
222		[*CTR]		[*CTR]		[*CTR]
223		[*CTR]		[*CTR]		[*CTR]
224		[*CTR]		[*CTR]		[*CTR]
225		[*CTR]		[*CTR]		[*CTR]
226		[*CTR]		[*CTR]		[*CTR]
227		[*CTR]		[*CTR]		[*CTR]
228		[*CTR]		[*CTR]		[*CTR]
229		[*CTR]		[*CTR]		[*CTR]
230		[*CTR]		[*CTR]		[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Apx. 1 - Page 7

---

APPENDIX 1

 

Aircraft Rank		Type		Scheduled Delivery Month/Year or Scheduled Delivery Quarter/Year		CAC ID No.
231		[*CTR]		[*CTR]		[*CTR]
232		[*CTR]		[*CTR]		[*CTR]
233		[*CTR]		[*CTR]		[*CTR]
234		[*CTR]		[*CTR]		[*CTR]
235		[*CTR]		[*CTR]		[*CTR]
236		[*CTR]		[*CTR]		[*CTR]
237		[*CTR]		[*CTR]		[*CTR]
238		[*CTR]		[*CTR]		[*CTR]
239		[*CTR]		[*CTR]		[*CTR]
240		[*CTR]		[*CTR]		[*CTR]
241		[*CTR]		[*CTR]		[*CTR]
242		[*CTR]		[*CTR]		[*CTR]
243		[*CTR]		[*CTR]		[*CTR]
244		[*CTR]		[*CTR]		[*CTR]
245		[*CTR]		[*CTR]		[*CTR]
246		[*CTR]		[*CTR]		[*CTR]
247		[*CTR]		[*CTR]		[*CTR]
248		[*CTR]		[*CTR]		[*CTR]
249		[*CTR]		[*CTR]		[*CTR]
250		[*CTR]		[*CTR]		[*CTR]
251		[*CTR]		[*CTR]		[*CTR]
252		[*CTR]		[*CTR]		[*CTR]
253		[*CTR]		[*CTR]		[*CTR]
254		[*CTR]		[*CTR]		[*CTR]
255		[*CTR]		[*CTR]		[*CTR]
256		[*CTR]		[*CTR]		[*CTR]
257		[*CTR]		[*CTR]		[*CTR]
258		[*CTR]		[*CTR]		[*CTR]
259		[*CTR]		[*CTR]		[*CTR]
260		[*CTR]		[*CTR]		[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Apx. 1 - Page 8

---

LETTER AGREEMENT NO. 1

TO

AMENDMENT NO. 1

As of January 11, 2013

American Airlines, Inc.

4333 Amon Carter Boulevard

Fort Worth, Texas 76155

Re: MISCELLANEOUS

Dear Ladies and Gentlemen,

American Airlines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into Amendment No. 1 (the “Amendment”) of even date herewith to the Airbus A320 Family Aircraft Purchase Agreement made July 20, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, the “Agreement”). The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1 to the Amendment (this “Letter Agreement”) certain additional terms and conditions regarding the sale or lease of the Aircraft subject to the Agreement. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

 

1

[*CTR]

[*CTR] in respect of each Aircraft type set forth below that is sold by the Seller and purchased by the Buyer, the Seller will provide to the Buyer the following credits (collectively, the [*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

The [*CTR] are quoted at delivery conditions prevailing in [*CTR] and will be adjusted in accordance with the Seller Price Revision Formula [*CTR] in accordance with Paragraph 7 of Letter Agreement No. 2 to the Agreement.

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

LA 1 - 1

---

The [*CTR] will be [*CTR] each A319 Aircraft, A320 Aircraft or A321 Aircraft, as applicable, that is sold by the Seller and purchased by the Buyer. The [*CTR] will be [*CTR] Unless the Buyer gives the Seller notice to the contrary at least [*CTR] of an Aircraft, the A319 [*CTR] will be [*CTR] and A320 [*CTR] will be [*CTR] and the A321 [*CTR] will be [*CTR]

 

2

[*CTR]

If the Buyer wishes to [*CTR]

 

(i)

[*CTR]

 

(a)

[*CTR]

 

(b)

[*CTR]

 

(c)

[*CTR]

 

(ii)

[*CTR]

 

(a)

[*CTR]

 

(b)

[*CTR]

 

(c)

[*CTR]

 

(iii)

[*CTR]

 

(a)

[*CTR]

 

(b)

[*CTR]

 

(c)

[*CTR]

 

3

[*CTR]

 

3.1	The first paragraph of Paragraph 3.4 of Letter Agreement No. 5 to the Agreement is renumbered to read 3.4.1.

 

3.2	Paragraph 3.4.1(i) of Letter Agreement No. 5 to the Agreement is deleted in its entirety and replaced by the following quoted text:

QUOTE

 

(i)

[*CTR]

UNQUOTE

 

3.3	A new Paragraph 3.4.2 is added to Letter Agreement No. 5 to the Agreement as set forth in the following quoted text:

QUOTE

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

LA 1 - 2

---

3.4.2

[*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

[*CTR]

UNQUOTE

 

4

[*CTR]

Paragraphs 7.3.1 and 7.3.2 of Letter Agreement No. 2 to the Agreement are deleted in their entirety and replaced by the following quoted text:

QUOTE

 

7.3.1

For each Aircraft that is sold by the Seller and purchased by the Buyer and delivered to the Buyer on or before [*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

 

(iv)

[*CTR]

 

7.3.2

For each Aircraft that is sold by the Seller and purchased by the Buyer and delivered to the Buyer [*CTR]

 

(i)

[*CTR]

 

(a)

[*CTR]

 

(b)

[*CTR]

 

(c)

[*CTR]

 

(d)

[*CTR]

 

(ii)

[*CTR]

 

(a)

[*CTR]

 

(b)

[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

LA 1 - 3

---

(c)

[*CTR]

UNQUOTE

 

5	ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement; provided, however, this Letter Agreement may not be assigned by the Buyer under either Clause 21.5 or 21.6 without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

 

6	CHAPTER 11 CASES

The Seller acknowledges that the Buyer is a debtor in possession under the Bankruptcy Code in the Chapter 11 Cases pending in the Bankruptcy Court. The Buyer, and certain of its debtor affiliates, commenced the Chapter 11 Cases on the Commencement Date.

The Seller agrees that notwithstanding the date this Letter Agreement is executed, this Letter Agreement does not constitute an assumption of the Agreement or entry into a new postpetition agreement unless and until the Bankruptcy Court enters an Assumption Order. Accordingly, notwithstanding anything to the contrary set forth in this Letter Agreement, the parties agree that the Agreement (as amended hereby) will only be deemed assumed, pursuant to section 365 of the Bankruptcy Code, on the Assumption Date.

 

7	EFFECTIVENESS

Except for the provisions of Clauses 6, 7, 8 and 9 of this Letter Agreement that are effective, binding, and enforceable upon execution by the parties of this Letter Agreement, all rights, obligations, and agreements of the parties set forth herein will become effective, binding, and enforceable on the Assumption Date.

 

8	CONFIDENTIALITY

Each of the Seller and the Buyer agree not to disclose the terms and conditions of this Letter Agreement to any person without the prior written consent of the other party. Notwithstanding the foregoing, each of the Seller and the Buyer agrees that such terms and conditions may be disclosed without such prior written consent to (i) the Official Committee of Unsecured Creditors (excluding Boeing Capital Corporation) and/or its professional advisors retained in the Chapter 11 Cases in accordance with the terms of the Stipulated Protective Order Pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 Establishing Procedures for the Protection of Confidential Information Provided by the Debtors to the Official Committee of Unsecured Creditors entered by the Bankruptcy Court on January 27, 2012 [Docket No. 891], (ii) the Bankruptcy Court, (iii) counsel and advisors for the Ad Hoc Group of AMR Corporation Creditors identified in that certain “Motion for Approval of ‘Fee Letter’ to Pay Certain Work Fees and Expenses of Professionals Employed by the Ad Hoc Group of AMR Corporation Creditors” filed with the Bankruptcy Court on August 29, 2012, (iv) as required by law or as necessary in connection with the enforcement of such party’s rights hereunder, and (v) the board of directors, managers, employees, auditors, and legal, financial and technical advisors of each party.

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

LA 1 - 4

---

9	COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.

 

LA 1 - 5

---

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

 

 

Accepted and Agreed
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		Vice President

---

LETTER AGREEMENT NO. 2

TO

AMENDMENT NO. 1

As of January 11, 2013

American Airlines, Inc.

4333 Amon Carter Boulevard

Fort Worth, Texas 76155

Re: LEASING MATTERS

Dear Ladies and Gentlemen,

American Airlines, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into Amendment No. 1 (the “Amendment”) of even date herewith to the Airbus A320 Family Aircraft Purchase Agreement made July 20, 2011 (as supplemented and amended by the other letter agreements, and as otherwise supplemented, amended or modified from time to time, the “Agreement”). The Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2 to the Amendment (this “Letter Agreement”) certain additional terms and conditions regarding the sale or lease of the Aircraft subject to the Agreement. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this Letter Agreement.

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions which are inconsistent, the specific provisions contained in this Letter Agreement will govern.

 

1	DEFINITIONS

Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in Letter Agreement No. 1 to the Agreement or, if not defined therein, in any applicable Lease entered into by the Buyer.

 

2

[*CTR]

 

2.1

[*CTR]

[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

LA 2 - 1

---

Column A – Aircraft		Column B – [*CTR]		Column C – [*CTR]
[*CTR]
[*CTR]		[*CTR]		[*CTR]

 

2.2	Adjustment

[*CTR]

[*CTR]

 

(i)

[*CTR]

 

(ii)

[*CTR]

 

(iii)

[*CTR]

 

(iv)

[*CTR]

 

2.3

[*CTR]

[*CTR]

 

3

PAYMENTS

All payments of [*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

LA 2 - 2

---

4	SETOFF PAYMENTS

The first paragraph of Clause 5.7 of the Agreement is deleted in its entirety and replaced with the following quoted text:

[*CTR]

QUOTE

Notwithstanding anything to the contrary contained herein, the Seller may, upon thirty (30) days prior written notice to the Buyer, set-off any undisputed, matured obligation owed by the Buyer or any of its Affiliates to the Seller or its Affiliates, if with respect to the payment of any single amount then due, such amount exceeds US$[*CTR] (US dollars –[*CTR]) or with respect to the payment of all amounts then due, such amounts exceed US$[*CTR] (US dollars –[*CTR]) in the aggregate, against any undisputed, matured obligation owed by the Seller or any of its Affiliates to the Buyer or any of its Affiliates, regardless of the place of payment or currency; provided, however, that the Seller will not be entitled to set-off any amounts owed by the Buyer against any payments of Rent Subsidy owed by the Seller.

UNQUOTE

 

5	LIMITATIONS [*CTR]

[*CTR]

 

6

[*CTR]

[*CTR]

 

7	ASSIGNMENT

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement; provided, however, this Letter Agreement may not be assigned by the Buyer under either Clause 21.5 or 21.6 without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

 

8	CHAPTER 11 CASES

The Seller acknowledges that the Buyer is a debtor in possession under the Bankruptcy Code in the Chapter 11 Cases pending in the Bankruptcy Court. The Buyer, and certain of its debtor affiliates, commenced the Chapter 11 Cases on the Commencement Date.

The Seller agrees that notwithstanding the date this Letter Agreement is executed, this Letter Agreement does not constitute an assumption of the Agreement or entry into a new postpetition agreement unless and until the Bankruptcy Court enters an Assumption Order. Accordingly, notwithstanding anything to the contrary set forth in this Letter Agreement, the parties agree that the Agreement (as amended hereby) will only be deemed assumed, pursuant to section 365 of the Bankruptcy Code, on the Assumption Date.

 

9	EFFECTIVENESS

Except for the provisions of Clauses 7, 8, 9 and 10 of this Letter Agreement that are effective, binding, and enforceable upon execution by the parties of this Letter Agreement, all rights, obligations, and agreements of the parties set forth herein will become effective, binding, and enforceable on the Assumption Date.

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

LA 2 - 3

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10	CONFIDENTIALITY

Each of the Seller and the Buyer agree not to disclose the terms and conditions of this Letter Agreement to any person without the prior written consent of the other party. Notwithstanding the foregoing, each of the Seller and the Buyer agrees that such terms and conditions may be disclosed without such prior written consent to (i) the Official Committee of Unsecured Creditors (excluding Boeing Capital Corporation) and/or its professional advisors retained in the Chapter 11 Cases in accordance with the terms of the Stipulated Protective Order Pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 Establishing Procedures for the Protection of Confidential Information Provided by the Debtors to the Official Committee of Unsecured Creditors entered by the Bankruptcy Court on January 27, 2012 [Docket No. 891], (ii) the Bankruptcy Court, (iii) counsel and advisors for the Ad Hoc Group of AMR Corporation Creditors identified in that certain “Motion for Approval of ‘Fee Letter’ to Pay Certain Work Fees and Expenses of Professionals Employed by the Ad Hoc Group of AMR Corporation Creditors” filed with the Bankruptcy Court on August 29, 2012, (iv) as required by law or as necessary in connection with the enforcement of such party’s rights hereunder, and (v) the board of directors, managers, employees, auditors, and legal, financial and technical advisors of each party.

 

11	COUNTERPARTS

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument.

 

LA 2 - 4

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If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

 

 

Accepted and Agreed
AMERICAN AIRLINES, INC.
By:		/s/ American Airlines, Inc.
Its:		Vice President

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EXHIBIT A

ADJUSTMENT FORMULA

 

1.1	[*CTR] Price

The [*CTR] as quoted in Paragraph 2.1 of Letter Agreement No. 2 to Amendment No. 1 to the Agreement is subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof.

 

1.2	[*CTR] Period

The [*CTR] has been established in accordance with the average economic conditions prevailing in [*CTR] and corresponding to a base amount stated in [*CTR] delivery conditions as defined by the ECIb and ICb index values indicated hereafter.

 

1.3

Indexes

Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” (hereinafter referred to as “ECI336411W”), quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100).

The quarterly value released for a certain month (March, June, September and December) will be the one deemed to apply for the two (2) preceding months.

Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.

Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed Report” (found in Table 6. “Producer price indexes and percent changes for commodity and service groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).

Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.

 

1.4	Revision Formula

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Exh A - 1

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[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

1.5	General Roundings

 

1.5.1

Roundings

The Labor Index average and the Material Index average will be computed to the first decimal. If the next succeeding place is five (5) or more, the preceding decimal place will be raised to the next higher figure.

Each quotient, ECIn/ECIb and ICn/ICb, will be rounded to the nearest ten-thousandth (4 decimals). If the next succeeding place is five (5) or more, the preceding decimal place will be raised to the next higher figure.

The final factor will be rounded to the nearest ten-thousandth (4 decimals).

The final price will be rounded to the nearest whole number (0.5 or more rounded to 1).

 

1.5.2

Substitution of Indexes

If:

 

(i)

the United States Department of Labor substantially revises the methodology of calculation of the Labor Index or the Material Index as used in this Adjustment Formula, or

 

(ii)

the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index or such Material Index, or

 

(iii)

the data samples used to calculate such Labor Index or such Material Index are substantially changed;

the Seller will select a substitute index for inclusion in this Adjustment Formula (the “Substitute Index”), [*CTR]

As a result of the selection of the Substitute Index, the Seller will make an appropriate adjustment to this Adjustment Formula to combine the successive utilization of the original Labor Index or Material Index (as the case may be) and of the Substitute Index.

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Exh A - 2

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1.5.3

Final Index Values

The Index values as defined in Paragraph 1.4 above will be considered final and no further adjustment to the [*CTR] as revised at January of the year of Delivery of the relevant Leased Aircraft will be made after Aircraft delivery for any subsequent changes in the published Index values.

 

1.5.4

Limitation

Should the sum of [*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Exh A - 3

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EXHIBIT B

[*CTR]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Exh B - 1

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this quarterly report on Form 10-Q of American Airlines, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.