Supplemental Agreement No. 29 to Purchase Agreement No. 1977 between The Boeing Company and American Airlines, Inc. Relating to Boeing Model 737-800 Aircraft
Exhibit
10.1
Supplemental
Agreement No. 29
to
Purchase
Agreement No. 1977
between
The
Boeing Company
and
American
Airlines, Inc.
Relating
to Boeing Model 737-800 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered
into as of July 29, 2008, (Supplemental Agreement Number 29) by and between THE
BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington,
(Boeing) and AMERICAN AIRLINES, INC., a Delaware corporation with offices in
Fort Worth, Texas, together with its successors and permitted
assigns (Customer);
WHEREAS,
Boeing and Customer entered into Purchase Agreement No. 1977 dated October 31,
1997, relating to Boeing Model 737-823 aircraft, as amended and
supplemented (the Purchase Agreement). Capitalized terms used herein
without definitions shall have the meanings specified therefore in such Purchase
Agreement;
WHEREAS,
pursuant to Letter Agreement No. 6-1162-AKP-075 titled Aircraft Purchase Rights
and Substitution Rights (the “Rights Letter”), Boeing and Customer have agreed
to, among other things, the treatment of aircraft Purchase Rights;
WHEREAS,
pursuant to Purchase Agreement No. 1977 Supplement Agreement No. 19 (“SA 19”),
Boeing and Customer have agreed to, among other things, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT];
WHEREAS,
pursuant to Letter Agreement No. 6-1162-LAJ-936, Boeing and Customer have agreed
to, among other things [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT];
WHEREAS,
Customer wishes to [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT];
WHEREAS,
Customer wishes to [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT];
WHEREAS,
pursuant to Section 6 of SA 19, as revised in Table 1(R3) in SA 26, Customer
wishes to [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]; and
WHEREAS,
Customer and Boeing wish to amend the Purchase Agreement by consolidating Table
1(R4) and Table 1A(R7) into Tables 1, 1A and 1B, with respect to [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
NOW
THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree to amend the Purchase Agreement as follows:
|
1.
|
Table of Contents,
Articles, Tables and Exhibits, and Letter
Agreements:
|
1.1 The Table
of Contents dated June 2008 of the Purchase Agreement is removed, in its
entirety, and replaced with the Table of Contents attached hereto and hereby
made a part of the Purchase Agreement;
1.2 The Table
1(R4) and Table 1A(R7) to the Purchase Agreement are removed, in their entirety,
and replaced with the Tables 1, 1A and 1B attached hereto and hereby made a part
of the Purchase Agreement with respect to [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT];
1.3 Attachment
B(R9) to the Rights Letter is removed, in its entirety, and replaced with
Attachment B attached hereto and hereby made part of the Purchase Agreement. The
revised numbers of certain Customer MADP rights, pursuant to this Supplemental
Agreement Number 29, are reflected in the attached Attachment
B;
1.4 Attachment
C(R4) to the Rights Letter is removed, in its entirety, and replaced with the
Attachment C attached hereto and hereby made part of the Purchase Agreement. The
revised numbers of certain Customer QADP rights, pursuant to this Supplemental
Agreement Number 29, are reflected in the attached Attachment C;
and
1.5 Supplement
Exhibit BFE1(R9) is removed, in its entirety, and replaced with Supplement
Exhibit BFE1 attached hereto and hereby made part of the Purchase Agreement. The
updated on-dock dates for all contracted firm Aircraft thru December 2013 are
reflected in the attached Supplement Exhibit BFE1.
|
2.
|
Advance Payments for
Aircraft.
|
Customer
and Boeing each agree that due at the signing of this Agreement, Customer owes
Boeing a total of [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 Supplemental Agreement, the terms
of the exhibits will control.
EXECUTED
IN DUPLICATE as of the day and year first above written.
THE
BOEING
COMPANY AMERICAN
AIRLINES, INC.
By: By:
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Its:
Attorney-In-Fact
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Its: VP Corporate
Development and Treasurer
|
P.A.
No. 1977
SA-29
AAL Page
TABLE OF
CONTENTS
SA
ARTICLES NUMBER
1. Quantity,
Model and
Description SA21
2. Delivery
Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
|
|
1
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
SA29
|
|
|
1A
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
SA29
|
|
|
1B
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
SA29
|
EXHIBITS
|
A.
|
Aircraft
Configuration
|
A1 Aircraft
Configuration SA28
B. Aircraft
Delivery Requirements and Responsibilities
C. Defined
Terms
SUPPLEMENTAL
EXHIBITS
AE1 Escalation
Adjustment Airframe and Optional FeaturesSA20
BFE1 BFE
Variables SA29
CS1 Customer
Support Variables
SLP1 Service
Life Policy Components
EE1 Engine
Escalation, Engine Warranty and Patent Indemnity
LETTER
AGREEMENTS
6-1162-AKP-070 Miscellaneous
Commitments for Model 737, 757,
767 and 777 Aircraft
6-1162-AKP-071 Purchase
Obligations
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
6-1162-AKP-074R2 Business
Considerations
6-1162-AKP-075 Aircraft
Purchase Rights and Substitution Rights
- Attachment A
- Attachment B SA29
- Attachment C SA29
6-1162-AKP-076 Aircraft
Performance Guarantees
6-1162-AKP-077 Spares
Matters
6-1162-AKP-078 Model
737 Miscellaneous Commitments
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
6-1162-AKP-080 Installation
of Cabin Systems Equipment
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
6-1162-AKP-082 Confidentiality
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
6-1162-AKP-117 Delivery
Schedule
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]SA28
PA No.
1977
SA29
Table
1 to
Purchase
Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Table
1 to
Purchase
Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Table
1 to
Purchase
Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Table
1 to
Purchase
Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Table
1 to
Purchase
Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Table
1A to
Purchase
Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Table
1A to
Purchase
Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Table
1A to
Purchase
Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Table
1B to
Purchase
Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Table
1B to
Purchase
Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Attachment
B to Letter Agreement 6-1162-AKP-075
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Attachment
B to Letter Agreement 6-1162-AKP-075
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Attachment
C to Letter Agreement 6-1162-AKP-075
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
Attachment
C to Letter Agreement 6-1162-AKP-075
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
PA No.
1977
SA29
BUYER
FURNISHED EQUIPMENT VARIABLES
between
THE
BOEING COMPANY
and
AMERICAN
AIRLINES, INC.
Supplemental
Exhibit BFE1 to Purchase Agreement Number 1977
P.A. No.
1977
BFE1
SA29 AAL
BOEING
PROPRIETARY
BOEING
PROPRIETARY
BUYER
FURNISHED EQUIPMENT VARIABLES
relating
to
BOEING
MODEL 737 AIRCRAFT
This
Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and
other variables applicable to the Aircraft.
1. Supplier
Selection.
Customer will:
1.1 Select
and notify Boeing of the suppliers and part numbers of the following BFE items
by the following dates:
Galley
System Complete
Galley
Inserts Complete
Seats
(passenger) Complete
Cabin Systems
Equipment Complete
Miscellaneous Emergency
Equipment Complete
Cargo Handling
Systems Complete
For a new
certification, supplier requires notification [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]to
Cargo
Handling System on-dock date.
P.A. No.
1977
BFE1-
SA29
AAL
BOEING
PROPRIETARY
BOEING
PROPRIETARY
2. On-dock
Dates
On
or before [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Boeing will provide to
Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an
electronically transmitted BFE Report which may be periodically revised, setting
forth the items, quantities, on-dock dates and shipping instructions relating to
the in-sequence installation of BFE. For planning purposes, a
preliminary BFE on-dock schedule is set forth below:
Item Preliminary On-Dock
Dates
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Aircraft
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Aircraft
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Seats
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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Cargo
Systems
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||
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Provision
Kits
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Winglets
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||
Item Preliminary On-Dock
Dates
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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||
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Aircraft
|
Aircraft
|
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Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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Cargo
Systems
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Provision
Kits
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||
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Winglets
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Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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||
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Aircraft
|
Aircraft
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Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
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||
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Antennas
& Mounting Equipment
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||
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Avionics
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||
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Cabin
Systems Equipment
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||
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Miscellaneous
Emergency Equipment
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||
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Textiles/Raw
Material
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||
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Cargo
Systems
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||
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Provision
Kits
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||
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Winglets
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Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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||
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Aircraft
|
Aircraft
|
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Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
|
||
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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||
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Textiles/Raw
Material
|
||
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Cargo
Systems
|
||
|
Provision
Kits
|
||
|
Winglets
|
||
Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
||
|
Aircraft
|
Aircraft
|
|
|
Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
|
||
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Antennas
& Mounting Equipment
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||
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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||
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Textiles/Raw
Material
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||
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Cargo
Systems
|
||
|
Provision
Kits
|
||
|
Winglets
|
||
Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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||
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Aircraft
|
Aircraft
|
|
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Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
|
||
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Antennas
& Mounting Equipment
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||
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Avionics
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||
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Cabin
Systems Equipment
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||
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Miscellaneous
Emergency Equipment
|
||
|
Textiles/Raw
Material
|
||
|
Cargo
Systems
|
||
|
Provision
Kits
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||
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Winglets
|
||
Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
|
|
Aircraft
|
|
|
Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
|
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Antennas
& Mounting Equipment
|
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Avionics
|
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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Cargo
Systems
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Provision
Kits
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Winglets
|
P.A. No.
1977
BFE1-
SA29
AAL
BOEING
PROPRIETARY
BOEING
PROPRIETARY
Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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||
|
Aircraft
|
Aircraft
|
|
|
Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
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||
|
Antennas
& Mounting Equipment
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||
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Avionics
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||
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Cabin
Systems Equipment
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||
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Miscellaneous
Emergency Equipment
|
||
|
Textiles/Raw
Material
|
||
|
Cargo
Systems
|
||
|
Provision
Kits
|
||
|
Winglets
|
||
Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
||
|
Aircraft
|
Aircraft
|
|
|
Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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Cargo
Systems
|
||
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Provision
Kits
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Winglets
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Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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||
|
Aircraft
|
Aircraft
|
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Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
|
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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||
|
Textiles/Raw
Material
|
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|
Cargo
Systems
|
||
|
Provision
Kits
|
||
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Winglets
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Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
||
|
Aircraft
|
Aircraft
|
|
|
Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
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Galleys/Furnishings
|
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|
Antennas
& Mounting Equipment
|
||
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Avionics
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Cabin
Systems Equipment
|
||
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Miscellaneous
Emergency Equipment
|
||
|
Textiles/Raw
Material
|
||
|
Cargo
Systems
|
||
|
Provision
Kits
|
||
|
Winglets
|
||
Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
||
|
Aircraft
|
Aircraft
|
|
|
Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
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Galleys/Furnishings
|
||
|
Antennas
& Mounting Equipment
|
||
|
Avionics
|
||
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Cabin
Systems Equipment
|
||
|
Miscellaneous
Emergency Equipment
|
||
|
Textiles/Raw
Material
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Cargo
Systems
|
||
|
Provision
Kits
|
||
|
Winglets
|
||
Item Preliminary On-Dock
Dates
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
|
|
Aircraft
|
|
|
Seats
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
|
Galleys/Furnishings
|
|
|
Antennas
& Mounting Equipment
|
|
|
Avionics
|
|
|
Cabin
Systems Equipment
|
|
|
Miscellaneous
Emergency Equipment
|
|
|
Textiles/Raw
Material
|
|
|
Cargo
Systems
|
|
|
Provision
Kits
|
|
|
Winglets
|
|
3.
|
Additional
Delivery Requirements
|
Customer
will insure that Customer’s BFE suppliers provide sufficient information to
enable Boeing, when acting as Importer of Record for Customer’s BFE, to comply
with all applicable provisions of the U.S. Customs Service.
P.A. No.
1977
BFE1-
SA29
AAL
BOEING
PROPRIETARY
American
Airlines, Inc.
6-1162-CLO-1034 Page
16
6-1162-CLO-1034
American
Airlines, Inc.
X.X. Xxx
000000
Xxxxxx-Xxxx
Xxxxx Xxxxxxx, Xxxxx 00000-0000
Subject: Installation
of Cabin Systems Equipment
|
Reference:
|
Purchase
Agreement No. 1977 (the Purchase Agreement) between The Boeing Company
(Boeing) and American Airlines, Inc. (Customer) relating to
Model 737-823 aircraft (the
Aircraft)
|
This
Letter Agreement amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.
Customer
has requested that Boeing install in the Aircraft the in-flight entertainment
and cabin communications systems (IFE/CCS) described in Attachment A to
this Letter Agreement.
Because
of the complexity of the IFE/CCS, special attention and additional resources
will be required during the development, integration, certification, and
manufacture of the Aircraft to achieve proper operation of the IFE/CCS at the
time of delivery of the Aircraft. To assist Customer, Boeing will
perform the functions of project manager (the Project Manager) as set forth in
Attachment B.
1. Responsibilities.
1.1 Customer
will:
1.1.1 Provide
Customer's IFE/CCS system requirements to Boeing;
1.1.2 Customer
has already selected the IFE/CCS suppliers (Suppliers).
1.1.3 Promptly
after selecting Suppliers, participate with Boeing in meetings with Suppliers to
ensure that Supplier's functional system specifications meet Customer and
Boeing's respective requirements. Such functional systems
specifications define functionality to which Boeing will test prior to delivery
but is not a guarantee of functionality at delivery;
1.1.4 Select
Supplier part numbers;
1.1.5 Negotiate
and obtain agreements on product assurance, product support following Aircraft
delivery (including spares support), and any other special business arrangements
directly with Suppliers;
1.1.6 Provide
pricing information for part numbers selected above to Boeing by a mutually
selected date;
1.1.7 Negotiate
and obtain agreements with any required service providers; and
1.1.8 Include
in Customer's contract with any seat supplier a condition obligating such seat
supplier to enter into and comply with a Boeing approved bonded stores
agreement. This bonded stores agreement will set forth the procedures
concerning the use, handling and storage for the Boeing owned IFE/CCS equipment
during the time such equipment is under the seat supplier's
control.
1.2 Boeing
will:
1.2.1 Perform
the Project Manager functions stated in Attachment B;
1.2.2 Provide
Aircraft interface requirements to Suppliers;
1.2.3 Assist
Suppliers in the development of their IFE/CCS system specifications and approve
such specifications;
1.2.4 Negotiate
terms and conditions (except for price, product assurance, product support
following Aircraft delivery and any other special business arrangements) and
enter into contracts with Suppliers and manage such contracts for the
IFE/CCS;
1.2.5 Coordinate
the resolution of technical issues with Suppliers;
1.2.6 Ensure
that at time of Aircraft delivery the IFE/CCS configuration meets the
requirements of the Options contained in Attachment A to this Letter Agreement
as such Attachment A may be amended from time to time; and
1.2.7 Obtain
FAA certification of the Aircraft with the IFE/CCS installed
therein.
2. Software.
IFE/CCS systems may contain software
of the following two types.
2.1 Systems
Software. The software required to operate and certify the
IFE/CCS systems on the Aircraft is the Systems Software and is part of the
IFE/CCS.
2.2 Customer's
Software. The software accessible to the Aircraft passengers
which controls Customer's specified optional features is Customer's Software and
is not part of the IFE/CCS.
2.2.1 Customer
is solely responsible for specifying Customer's Software functional and
performance requirements and ensuring that Customer's Software meets such
requirements. Customer and Customer's Software supplier will have
total responsibility for the writing, certification, modification, revision, or
correction of any of Customer's Software. Boeing will not perform the
functions and obligations described in paragraph 1.2 above, nor the Project
Manager's functions described in Attachment B, for Customer's
Software.
2.2.2 The
omission of any Customer's Software or the lack of any functionality of
Customer's Software will not be a valid condition for Customer's rejection of
the Aircraft at the time of Aircraft delivery.
2.2.3 Boeing
has no obligation to approve any documentation to support Customer's Software
certification. Boeing will only review and operate Customer's
Software if in Boeing's reasonable opinion such review and operation is
necessary to certify the IFE/CCS system on the Aircraft.
2.2.4 Boeing
will not be responsible for obtaining FAA certification for Customer's
Software.
3. Changes.
3.1 After
Boeing and Supplier have entered into a contract for the purchase of the
IFE/CCS, changes to such contract may only be made by Boeing. Any
Customer request for changes to the IFE/CCS specification after the
Boeing/Supplier contract has been signed must be made in writing directly to
Boeing. Boeing shall respond to such request by Customer in a timely
manner. If such change is technically feasible and Boeing has the
resources and time to incorporate such change, then Boeing shall negotiate with
the Supplier to incorporate such change into the contract for the
IFE/CCS. Any Supplier price increase resulting from such a change
will be negotiated between Customer and Supplier.
3.2 Boeing
and Customer recognize that the developmental nature of the IFE/CCS may require
changes to the IFE/CCS or the Aircraft in order to ensure (i) compatibility of
the IFE/CCS with the Aircraft and all other Aircraft systems, and (ii) FAA
certification of the Aircraft with the IFE/CCS installed therein. In
such event Boeing will notify Customer and recommend to Customer the most
practical means for incorporating any such change. If within 15 days
after such notification Customer and Boeing through negotiations cannot mutually
agree on the incorporation of any such change or alternate course of action,
then the remedies available to Boeing in Paragraph 6 shall apply.
3.3 The
incorporation into the Aircraft of any mutually agreed change to the IFE/CCS may
result in Boeing adjusting the price of the Options contained in
Attachment A to this Letter Agreement.
3.4 Boeing's
obligation to obtain FAA certification of the Aircraft with the IFE/CCS
installed is limited to the IFE/CCS as described in Attachment A, as
Attachment A may be amended from time to time.
4. Supplier
Defaults.
Boeing shall notify Customer in a
timely manner in the event of a default by a Supplier under the Supplier's
contract with Boeing. Within 15 days of Customer's receipt of such
notification, Boeing and Customer shall agree through negotiations on an
alternative Supplier or other course of action. If Boeing and
Customer are unable to agree on an alternative Supplier or course of action
within such time, the remedies available to Boeing in Paragraph 6 shall
apply.
5. Exhibits B and C to the
AGTA.
IFE/CCS is deemed to be BFE for the
purposes of Exhibit B, Customer Support Document, and Exhibit C, the Product
Assurance Document, of the AGTA.
6. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]:
6.1 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]; or
6.2 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
6.3 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
7. Advance
Payments.
7.1 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT])
.
7.2 Aircraft
Price. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
8. Customer's Indemnification
of Boeing.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
P.A. No.
1977
Cabin_Systems_Equipment
BOEING
PROPRIETARY
American
Airlines, Inc.
6-1162-CLO-1034 Page
16
|
9.
|
Title and Risk of
Loss.
|
Title and
risk of loss of IFE/CCS equipment will remain with Boeing until the Aircraft
title is transferred to Customer.
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
Its Attorney-In-Fact
ACCEPTED
AND AGREED TO this
Date:
,
2008
AMERICAN
AIRLINES, INC.
By
Its
P.A. No.
1977
Cabin_Systems_Equipment
BOEING
PROPRIETARY
Attachment A
to
Letter
Agreement No. 6-1162-CLO-1034
Page
Cabin Systems
Equipment
The following Options describe the
items of equipment that under the terms and conditions of this Letter Agreement
are considered to be IFE/CCS. Each such Option is fully described in
Option Document /document number/ as described in Exhibit A to the Purchase
Agreement. Final configuration will be based on Customer acceptance
of any or all Options listed below.
Option Request Number and
Title
2451B815K32 IN-FLIGHT
ENTERTAINMENT - POWER DISTRIBUTION PANEL WIRING - INSTALLATION FOR
ADDITIONAL CAPACITY
2454B491A36 IN-SEAT
POWER OUTLETS - INSTALLATION - PC POWER 110 VAC 60 HZ - 112 OUTLETS -
ASTRONICS - BFE/SPE
2454B491A37 MP
- IN-SEAT POWER OUTLETS - INSTALLATION - PC POWER 110 VAC 60 HZ - 112
OUTLETS - ASTRONICS - BFE
4420B650Z01 IFE
SYSTEM - TERMINAL DATA LOADER (TDL) PARTIAL PROVISIONS - SYSTEM CONTROLLER
ANALOG (SC-A) SERVER BASED SYSTEM
4420B650Z06 MP
- IFE SYSTEM - INSTALLATION OF PARTIAL PROVISIONS - TERMINAL DATA LOADER
(TDL) - SYSTEM CONTROLLER ANALOG (SC-A) SERVER BASED
SYSTEM
4420C583K97 IN
FLIGHT ENTERTAINMENT - PARTIAL PROVISIONS FOR A SERVER BASED SYSTEM - SYSTEM
CONTROLLER-ANALOG ON E8 WITH LEGACY AUDIO AND VIDEO - G7 BITE PANEL PROVISIONS -
PANASONIC
4420C583K98 IN
FLIGHT ENTERTAINMENT - ADDITIONAL PARTIAL PROVISIONS FOR A SERVER BASED SYSTEM -
SYSTEM CONTROLLER-ANALOG ON E8 WITH LEGACY AUDIO AND VIDEO - G7 BITE PANEL - 160
PAX - PANASONIC - BFE/SPE
4420C583K99 MP
- IN FLIGHT ENTERTAINMENT - REPLACEMENT - BITE PANEL TO CLOSET G7 -
PANASONIC - CSE
P.A. No.
1977Cabin_Systems_Equipment
BOEING
PROPRIETARY
Project
Manager
This
Attachment B describes the functions that Boeing will perform as Project
Manager to support (i) the development and integration of the IFE/CCS and (ii)
the FAA certification of the IFE/CCS when installed on the
Aircraft.
1. Project
Management
Boeing will perform the following
functions for the IFE/CCS. Boeing will have authority to make
day-to-day management decisions, and decisions on technical details which in
Boeing's reasonable opinion do not significantly affect form, fit, function,
cost or aesthetics. Boeing will be responsible for:
|
|
A.
|
Managing
the development of all program
schedules;
|
|
|
B.
|
Evaluating
and approving Supplier's program management and developmental
plans;
|
|
|
C.
|
Defining
program metrics and status
requirements;
|
|
|
D.
|
Scheduling
and conducting program status
reviews;
|
|
|
E.
|
Scheduling
and conducting design and schedule reviews with Customer and
Suppliers;
|
F. Monitoring
compliance with schedules;
|
|
G.
|
Evaluating
and approving any recovery plans or plan revisions which may be required
of either Suppliers or Customer;
|
|
|
H.
|
Leading
the development of a joint IFE/CCS project management plan (the Program
Plan) and;
|
|
|
I.
|
Managing
the joint development of the System
Specification
|
2. System
Integration
Boeing's performance as Project Manager
will include the functions of systems integrator (Systems
Integrator). As Systems Integrator Boeing will perform the following
functions:
|
|
A.
|
As
required, assist Suppliers in defining their system specifications for the
IFE/CCS, approve such specifications and develop an overall system
functional specification;
|
|
|
B.
|
Coordinate
Boeing, Customer and Supplier teams to ensure sufficient Supplier and
Supplier sub system testing and an overall cabin system acceptance test
are included in the Program Plan;
and
|
|
|
C.
|
Organize
and conduct technical coordination meetings with Customer and Suppliers to
review responsibilities, functionality, Aircraft installation requirements
and overall program schedule, direction and
progress.
|
3. Seat
Integration
|
|
A.
|
Boeing
will coordinate the interface requirements between seat suppliers and
Suppliers. Interface requirements are defined in Boeing
Document Nos. D6-36230, "Passenger Seat Design and Installation";
D6-36238, "Passenger Seat Structural Design and Interface Criteria";
D222W232, "Seat Wiring and Control Requirements"; and D222W013-4, "Seat
Assembly Functional Test Plan".
|
|
|
B.
|
The
Suppliers will be required to coordinate integration testing and provide
seat assembly functional test procedures for seat electronic parts to seat
suppliers and Boeing, as determined by
Boeing.
|
|
|
C.
|
The
Suppliers will assist the seat suppliers in the preparation of seat
assembly functional test plans.
|
P.A. No.
1977Cabin_Systems_Equipment
BOEING
PROPRIETARY
