Exhibit 10.4
Supplemental Agreement No. 39
to
Purchase Agreement No. 1977
between
The Boeing Company
and
American Airlines, Inc.
Relating to Boeing Model 737-800 Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 39 (SA-39), entered into as of June 2, 2016, 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 (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 add Letter Agreement No. AAL-PA-1977-LA-1502819 entitled “[*CTR]” to the Purchase Agreement;
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 referencing SA-38 in the footer is deleted in its entirety and is replaced with the new “Table of Contents” (attached hereto) referencing SA-39 in the footer. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
P.A. No. 1977 | SA-39 | Page 1 | ||
AAL |
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. | Letter Agreements: |
Letter Agreement No. AAL-PA-1977-LA-1502819 entitled “[*CTR]” is hereby incorporated into and made a part of the Purchase Agreement.
[This space intentionally left blank]
P.A. No. 1977 | SA-39 | Page 2 | ||
AAL |
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
EXECUTED IN DUPLICATE as of the day and year first above written.
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 | Vice President & Treasurer | |||
Title | Title |
P.A. No. 1977 AAL | SA-39 | Page 3 |
BOEING PROPRIETARY
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-38 | ||||
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 |
P.A. No. 1977 | SA-39 | |||
AAL | 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 | |||||
[*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 | ||||
- Attachment A | SA-35 | |||||
- Attachment B | SA-35 | |||||
- | 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] | |||||
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 |
P.A. No. 1977 | SA-39 | |||
AAL | 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, Continued | SA NUMBER | |||||
6-1162-CLO-1038 | Advance Payments and Permitted Transactions | SA-31 | ||||
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 | ||||
AAL-PA-1977-LA-1502819 | [*CTR] | SA-39 |
P.A. No. 1977 | SA-39 | |||
AAL | Table of Contents | Page 3 |
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]