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:
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Table of
Contents, Articles, Tables and Exhibits, and Letter
Agreements:
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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.
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Advance
Payments for Aircraft.
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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: VP
Corporate Development and Treasurer
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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
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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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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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EXHIBITS
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,
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
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
Table 1 to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1 to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1 to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1 to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1 to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1A to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1A to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1A to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1B to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1B to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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]
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]
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]
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]
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
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
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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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 Equip
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