Supplemental Agreement No. 33 to Purchase Agreement No. 1980 between The Boeing Company and AMERICAN AIRLINES, INC Relating to Boeing Model 777 Aircraft
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) |
Original Purchase Agreement, XX-0, XX-00, XX-00, XX-00 & XX-00 | ||
0-0. | 777-200IGW Aircraft Information Table: 1999 Deliveries |
SA-1 | ||
1-2. | 777-200IGW Aircraft Information Table: 2000-2001 Deliveries |
SA-2 & SA-6 | ||
1-3. | 777-200IGW Aircraft Information Table: 2000-2001 Deliveries |
XX-0, XX-0, XX-0, XX-0 & SA-9 | ||
1-4. | 777-200IGW Aircraft Information Table: 2000-2001 Deliveries |
XX-0, XX-0 & XX-0 | ||
0-0. | 777-223IGW Aircraft Information Table: 2001-2002 Deliveries |
XX-00, XX-00, XX-00 & XX-00 | ||
1-6. | 777-200IGW Aircraft Information Table: 2003 Deliveries |
SA-13 | ||
1-7. | 777-323ER Aircraft Delivery, Description, Price and Advance Payments (November 2012 – July 2013 Deliveries) |
XX-00, XX-00, XX-00, XX-00 | ||
0-0. | 777-323ER Aircraft Delivery, Description, Price and Advance Payments (December [*CTR] and [*CTR] Deliveries) |
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 |
SA-15 & SA-16 | ||
3. | 777-223IGW Aircraft Information Table: 2006-2010 Deliveries |
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 |
XX-00, XX-00, XX-00 | ||
XX0. |
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 |
|||||
|
|
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 | |||
[*CTR] |
||||
6-1162-AKP-073R1 | Accident Claims and Litigation |
PA3219 | ||
6-1162-AKP-109R3 | Business Considerations |
XX-00 | ||
0-0000-XXX-000X0 | Xxxxxxxx Xxxxxxxx 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 |
XX-00 | ||
XXX-XX-0000-XX-00000X0 | Aircraft Performance Guarantees – 777-323ER |
XX-00 | ||
0-0000-XXX-000 | Xxxxxx 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 |
XX-00 | ||
XXX-XX-0000-XX-0000000 | Open Configuration Matters -777-323ER |
XX-00 | ||
XXX-XX-0000-XX-0000000 | Xxxxxxxxxxx Guarantees for Rights Aircraft |
XX-00 | ||
XXX-XX-0000-XX-0000000 | Xxxxxxx 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 |
XX-00 | ||
XXX-XX-0000-XX-0000000 | Xxxxxxxx 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]