Document

EX-10.47 13 ex1047supplementalagreemen.htm EX-10.47 Document

Exhibit 10.47


Certain information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

SUPPLEMENTAL AGREEMENT NO. 10

Purchase Agreement No. 3219

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 787 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 10 (SA-10) is made 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 aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified in such Purchase Agreement; and

WHEREAS, Boeing and Customer desire to add Letter Agreement AAL-PA-03219-LA-1701988 entitled “[****]” (New 787 [****] Letter Agreement); and

NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:

1. Table of Contents.

The Table of Contents referencing SA-9 in the footer is deleted in its entirety and is replaced with the new Table of Contents (attached hereto) referencing SA-10 in the footer. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

2. Tables.

Table 1(R7). Table 1(R6) entitled “787-9 Aircraft – Delivery, Description, Price and Advance Payments” referencing SA-9 in the footer is deleted in its entirety and is replaced with

PA 3219

SA-10

Page 1

BOEING PROPRIETARY

the similarly titled Table 1(R7) (attached hereto) referencing SA-10 in the footer. Table 1(R7) is hereby incorporated into the Purchase Agreement in replacement of Table 1(R6).

3. Letter Agreements.

3.1 New [****] Letter Agreement. The New 787 [****] Letter Agreement is added to the Purchase Agreement. The New 787 [****] Letter Agreement is hereby made a part of the Purchase Agreement.

4. Effect on Purchase Agreement.

4.1 Table 1 Reference Clarifications. The following references in the Purchase Agreement and the associated exhibits, supplemental exhibits, and letter agreements to the Purchase Agreement to “Table 1(R6)” is now deemed to refer to “Table 1(R7)”. Specifically:


Location of References
Articles 1, 2, 3 (all sections), 4 (all sections), and Section 5.1 of the Basic Articles
Exhibit C(R1), Definitions of “Aircraft” and “Engine”
Section 1 of Supplemental Exhibit AE1
Section 1 of Supplemental Exhibit EE1
Section 1 (definition of “Firm Aircraft”) of Letter Agreement 6- 1162-TRW-0664R1 entitled “Aircraft Purchase Rights and Substitution Rights”
Section 1.1 of LA 6-1162-TRW-0672R1 entitled “[****]”
Section 3 of Letter Agreement 6-1162-TRW-0674R3 entitled “Business Considerations”

4.2 Except as expressly set forth herein, all terms and provisions contained in the Purchase Agreement shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, and agreements, understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof and may be changed only in writing signed by authorized representatives of the parties.

PA 3219

SA-10

Page 2

BOEING PROPRIETARY

AGREED AND ACCEPTED

May 11, 2017

Date

THE BOEING COMPANY

AMERICAN AIRLINES, INC.

/s/ The Boeing Company

/s/ American Airlines, Inc.

Signature

The Boeing Company

American Airlines, Inc.

Printed name

Attorney-in-Fact

VP and Treasurer

Title

PA 3219

SA-10

Page 3

BOEING PROPRIETARY

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(R7)	787-9 Aircraft Information Table – GENX	SA-10

2(R1)	787-8 Aircraft Information Table – GENX ([****] (12) 787-8 Aircraft)	SA-5

3(R1)	787-8 Aircraft Information Table – GENX ([****] Eight (8) 787-8 Aircraft, yielding Twenty (20) 787-8 Aircraft)	SA-5

4	WITHDRAWN	SA-6

EXHIBIT
A(R2).	Aircraft Configuration for [****] Aircraft	SA-7
A2(R3)	Aircraft Configuration for [****] Aircraft	SA-6
B(R1).	Aircraft Delivery Requirements and Responsibilities	SA-3
C(R1).	Defined Terms	SA-3


SUPPLEMENTAL EXHIBITS
AE1.	[****]

BFE1(R1).	Buyer Furnished Equipment Variables 787-9	SA-3

BFE2.	Buyer Furnished Equipment Variables 787-8	SA-3

CS1.	787 Customer Support Document

EE1.	[****]

EE1.	[****]	SA-2

EE2.	[****]	SA-4

SLP1.	Service Life Policy Components
LETTER AGREEMENTS		SA NUMBER
3219-01	[****]

3219-02	Special Terms – Seats and In-Flight Entertainment

P.A. No. 3219

SA-10

Table of Contents

Page 1

BOEING PROPRIETARY

TABLE OF CONTENTS, continued

3219-04

[****]

3219-05R1

Spare Parts Commitments

SA-3

3219-06R1

Spare Parts Initial Provisioning

SA-3

3219-08R2

Open Configuration Matters Withdrawn

SA-8

6-1162-AKP-071R1

[****]
Terminated per AAL-PA-1977-LA-1105595

6-1162-AKP-072R2

[****]

Terminated per AAL-PA-1977-LA-1105595

6-1162-AKP-073R1

Accident Claims and Litigation

6-1162-CLO-1031R1

[****]

WITHDRAWN

SA-2

SA-3

6-1162-CLO-1032R1

[****]

Terminated

SA-3

6-1162-CLO-1039

[****]

6-1162-CLO-1042

[****]

6-1162-CLO-1043R1

787 Inspection Process

SA-3

6-1162-CLO-1045R1

[****]

SA-2

6-1162-CLO-1046

SA-eE, COTS Software and End User License Matters

WITHDRAWN

SA-3

6-1162-CLO-1047R2

[****]

SA-6

6-1162-CLO-1048

Final Matters

SA-2

6-1162-CLO-1049R2

CS1 Matters

SA-6

6-1162-TRW-0664R1

Aircraft Purchase Rights and Substitution Rights

SA-4

Attachment A(R2) – MADP Exercise Dates

SA-6

Attachment B(R2) – QADP Exercise Dates

SA-6

Attachment C(R3) – MADP & QADP Rights Aircraft:

Description/Price Data

SA-8

Attachment D – Form of Purchase Agreement
Supplement

SA-3

Attachment E – Letter Agreements To Be Included In
Purchase Agreement Supplement: WITHDRAWN

SA-6

P.A. No. 3219

SA-10

Table of Contents

Page 2

BOEING PROPRIETARY

TABLE OF CONTENTS, continued


LETTER AGREEMENTS		SA NUMBER

6-1162-TRW-0665	[****]	SA-3

6-1162-TRW-0666	[****]	SA-3

6-1162-TRW-0667R2	[****]	SA-6

6-1162-TRW-0668R1	Special Matters Relating to COTS Software and End User License Agreements	SA-3

6-1162-TRW-0670R1	Miscellaneous Commitments for Model 787 Aircraft	SA-3

6-1162-TRW-0671	[****] WITHDRAWN	SA-3

6-1162-TRW-0672R1	Promotional Support Agreement	SA-3

6-1162-TRW-0673R1	Confidentiality	SA-3

6-1162-TRW-0674R3	Business Considerations	SA-6

AAL-PA-3219-LA-08836R1	[****]	SA-6

AAL-PA-3219-LA-08837R1	[****]	SA-6

AAL-PA-3219-LA-08838	[****]	SA-3

AAL-LA-1106678	Assignment Matters	SA-3

AAL-PA-3219-LA-1302236R1	[****]	SA-6

AAL-PA-3219-LA-1604503	787 [****] Matters	SA-8

AAL-PA-03219-LA-1701988	[****]	SA-10

P.A. No. 3219

SA-10

Table of Contents

Page 3

BOEING PROPRIETARY

Table 1(R7) To Purchase Agreement No. PA-03219

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

[****]

Airframe Model/MTOW:

787-9

553,000 pounds

Detail Specification:

[****]

Engine Model/Thrust:

GENX-1B74/75

74,100 pounds

Airframe Price Base Year/Escalation Formula:

[****]

Airframe Price:

$[****]

Engine Price Base Year/Escalation Formula:

[****]

Optional Features:

$[****]

Sub-Total of Airframe and Features:

$[****]

Airframe Escalation Data:

Engine Price (Per Aircraft):

$[****]

Base Year Index (ECI):

[****]

Aircraft Basic Price (Excluding BFE/SPE):

$[****]

Base Year Index (CPI):

[****]

Buyer Furnished Equipment (BFE) Estimate:

$[****]

Engine Escalation Data:

In-Flight Entertainment (IFE) Estimate:

$[****]

Base Year Index (ECI):

[****]

Fixed Price Options

$[****]

Base Year Index (CPI):

[****]

Deposit per Aircraft:

$[****]

Delivery

Date

Number of

Aircraft

Escalation

Factor

(Airframe)

Escalation

Factor

(Engine)

Manufacturer

Serial Number

Escalation Estimate

Adv Payment Base

Price Per A/P

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

[****]

Total

[****]

[****]-2016

[****]

[****]-2016

[****]

[****]-2016

[****]

[****]-2016

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

AAL-PA-03219 105140-1F.txt

Boeing Proprietary

SA-10, Table 1(R7),

Page 1

Table 1(R7) 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 Number

Escalation Estimate

Adv Payment Base

Price Per A/P

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

[****]

Total

[****]

[****]-2017

[****]

[****]-2018

[****]

[****]-2018

[****]

[****]-2018

[****]

[****]-2018

[****]

[****]-2018

[****]

[****]-2018

[****]

[****]-2019

[****]

[****]-2019

[****]

Total: 22

AAL-PA-03219 105140-1F.txt

Boeing Proprietary

SA-10, Table 1(R7),

Page 2

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

AAL-PA-3219-LA-1701988

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

Subject: [****]

Reference: Purchase Agreement No. PA-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 referenced above. All capitalized terms used in but not otherwise defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

Customer and Boeing previously entered into the [****] Letter Agreement which [****] described in Attachment A to the [****] Letter Agreement (collectively referred to as [****] or [****]). Customer has requested and Boeing agrees to the [****].

In order to accomplish this [****], Customer and Boeing agree that [****] (as defined below) will be utilized for the [****] identified in Attachment A hereto that will be [****].

In order to document the use of the [****], the parties agree as follows:

1. Revisions to the [****] Letter Agreement. [****], the [****] Letter Agreement is revised as follows:

1.1 Section 1.1.5 is deleted in its entirety and replaced with the following:

“1.1.5 [****], but such [****]:

1.1.5.1 specify that [****];

1.1.5.2 specify the [****];

1.1.5.3 require [****]; and

1.1.5.4 require [****];”

1.2 Section 1.1.6 is deleted in its entirety and replaced with the following:

AAL-PA-3219-LA-1701988

[****],

Letter Agreement AAL-PA-3219-LA-1302236R1

SA-9

LA Page 1

BOEING PROPRIETARY

“1.1.6 Intentionally Omitted”

1.3 Section 1.2.4 is deleted in its entirety and replaced with the following:

“1.2.4 place, [****] and which shall also include a statement that [****]; additionally the [****];”

1.4 Sections 1.2.5 through 1.2.8 are renumbered so that Section 1.2.5 becomes 1.2.7, Section 1.2.6 becomes Section 1.2.8, Section 1.2.7 becomes Section 1.2.9, and Section 1.2.8 becomes Section 1.2.10.

1.5 After Section 1.2.4, the following new sections are added:

“1.2.5 notify Customer as soon as possible [****];

1.2.6 manage all [****],”

1.6 Section 4.1.1 is amended by replacing the words “the [****]” with “the [****].”

1.7 Section 6.1 is amended by replacing the words “[****]” with “[****].”

1.8 Section 8.1 is deleted in its entirety and replaced with the following:

“8.1 [****]. An [****] for each Aircraft. Boeing and Customer agree that the [****] for such Aircraft.”

1.9 Section 8.2 is deleted in its entirety and replaced with the following:

“8.2 Aircraft [****]. The Aircraft [****] for the [****]..”

1.10 Section 10 is deleted in its entirety and replaced with the following:

“10. [****]. [****] will at all times [****] with Customer [****] and Boeing will have [****] would have, but will not be [****].”

AAL-PA-3219-LA-1701988

[****],

Letter Agreement AAL-PA-3219-LA-1302236R1

SA-9

LA Page 2

BOEING PROPRIETARY

2. 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 generally available to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement 6-1162-TRW-0673R1 entitled “Confidentiality”.

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-3219-LA-1701988

[****],

Letter Agreement AAL-PA-3219-LA-1302236R1

SA-9

LA Page 3

BOEING PROPRIETARY

Very truly yours,



THE BOEING COMPANY

By						/s/ The Boeing Company


Its						Attorney-In-Fact


ACCEPTED AND AGREED TO this

Date:						May 11, 2017


AMERICAN AIRLINES, INC.

By						/s/ American Airlines, Inc.


Its						VP and Treasurer

Attachments

AAL-PA-3219-LA-1701988

[****],

Letter Agreement AAL-PA-3219-LA-1302236R1

SA-9

LA Page 4

BOEING PROPRIETARY

Attachment A

[****]

Attachment A to AAL-PA-3219-LA-1701988

[****],

Letter Agreement AAL-PA-3219-LA-1302236R1

BOEING PROPRIETARY

[****]

Attachment A to AAL-PA-3219-LA-1701988

[****],

Letter Agreement AAL-PA-3219-LA-1302236R1

BOEING PROPRIETARY

[****]

Attachment A to AAL-PA-3219-LA-1701988

[****],

Letter Agreement AAL-PA-3219-LA-1302236R1

BOEING PROPRIETARY

[****]

Attachment A to AAL-PA-3219-LA-1701988

[****],

Letter Agreement AAL-PA-3219-LA-1302236R1

BOEING PROPRIETARY

[****]

[****]]

[****]

Attachment A to AAL-PA-3219-LA-1701988

[****],

Letter Agreement AAL-PA-3219-LA-1302236R1

BOEING PROPRIETARY

[****]

Attachment A to AAL-PA-3219-LA-1701988

[****],

Letter Agreement AAL-PA-3219-LA-1302236R1

BOEING PROPRIETARY