Exhibit 10.99
6-1162-LAJ-936
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Special Matters for Model 737, 757, 767 and 777 Aircraft
Reference: Purchase Agreement Nos. 1977, 1978, 1979 and 1980 (collectively, the
"Purchase Agreements") between The Boeing Company ("Boeing") and
American Airlines, Inc. ("Customer") relating to Model 737, 757, 767
and 777 aircraft, respectively
This letter agreement ("Letter Agreement") is entered into on the date below,
and amends and supplements each Purchase Agreement. All capitalized terms used
herein but not otherwise defined in this Letter Agreement have the same meaning
as in the applicable Purchase Agreement.
Customer and Boeing have agreed to reschedule the Scheduled Delivery Months of
certain 737-823 and 777-223 aircraft (collectively, the "Deferred Aircraft") as
described below and subject to, and in consideration of, the following terms and
conditions.
1. Scheduled Delivery Months of Deferred Aircraft.
1.1. Model 737-823 Aircraft. The revised Scheduled Delivery Months for
the firm 737-823 Aircraft undelivered at the time of execution of
this Letter Agreement is documented in Attachment A to this Letter
Agreement.
1.2. Model 777-223 Aircraft. The revised Scheduled Delivery Months for
the firm 777-223 Aircraft undelivered at the time of execution of
this Letter Agreement is documented in Attachment B to this Letter
Agreement.
2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-LAJ-936
Page 2
4. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
5. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
7. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
8. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
9. Supplemental Agreements. Customer and Boeing agree to use commercially
reasonable efforts to create or amend, by December 10, 2004, documentation
for existing agreements as may be required to further implement the
agreements identified within this Letter Agreement. In no event shall the
inability of the parties to complete documentation by December 10, 2004
modify in any way the obligations each party has made within this Letter
Agreement.
10. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
11. Acceptance and Expiration of Letter Agreement. The terms of this Letter
Agreement are conditioned upon acceptance of this Letter Agreement by
Customer, on or before November 17, 2004.
6-1162-LAJ-936
Page 3
12. Confidential Treatment. Customer and Boeing understand and acknowledge
that the commercial and financial information contained in this Letter
Agreement are considered as highly confidential. Customer and Boeing agree
that each will treat this Letter Agreement and the information contained
herein as confidential and will not, without prior written consent of the
other, disclose this Letter Agreement or the information contained herein
to any other person or entity except as provided in this Letter Agreement
or the applicable Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By ______________________________________
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: November 17, 2004
AMERICAN AIRLINES, INC.
By ______________________________________
Its VP Corporate Development and Treasurer
Attachment A to Letter Agreement No. 6-1162-LAJ-936
Page 1
FROM SCHEDULED DELIVERY MONTH MSN TO SCHEDULED DELIVERY MONTH
- ------------------------------------ --- ----------------------------------
[CONFIDENTIAL PORTION [CONFIDENTIAL PORTION OMITTED AND
OMITTED AND FILED SEPARATELY FILED SEPARATELY WITH THE
WITH THE SECURITIES AND EXCHANGE SECURITIES AND EXCHANGE COMMISSION
COMMISSION PURSUANT TO A REQUEST FOR PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] CONFIDENTIAL TREATMENT]
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
Attachment B to Letter Agreement No. 6-1162-LAJ-936
Page 1
FROM SCHEDULED DELIVERY MONTH MSN TO SCHEDULED DELIVERY MONTH
- ------------------------------------ --- ----------------------------------
[CONFIDENTIAL PORTION [CONFIDENTIAL PORTION OMITTED AND
OMITTED AND FILED SEPARATELY WITH FILED SEPARATELY WITH THE
THE SECURITIES AND EXCHANGE SECURITIES AND EXCHANGE COMMISSION
COMMISSION PURSUANT TO A REQUEST FOR PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] CONFIDENTIAL TREATMENT]
- ------------------------------------ --- -----------------------------------
- ------------------------------------ --- -----------------------------------
- ------------------------------------ --- -----------------------------------
- ------------------------------------ --- -----------------------------------
- ------------------------------------ --- -----------------------------------
- ------------------------------------ --- -----------------------------------
- ------------------------------------ --- -----------------------------------
- ------------------------------------ --- -----------------------------------
AMR EXHIBIT 10.99
PURCHASE AGREEMENT NO. 1977 SUPPLEMENT NO. 19
PURCHASE AGREEMENT No. 1977 SUPPLEMENT NO. 19 (this "Agreement")
dated January 11, 2005 between The Boeing Company ("Boeing") and American
Airlines, Inc. ("Customer").
R E C I T A L S:
A. Boeing and Customer have heretofore entered into that certain Purchase
Agreement No. 1977, dated October 31, 1997, as amended and supplemented,
(capitalized terms used herein without definition shall have the meanings
specified therefor in such Purchase Agreement).
B. Pursuant to Letter Agreement no. 6-1162-LAJ-936, Boeing and Customer have
agreed to, among other things, reschedule the Scheduled Delivery Months of
47 Aircraft.
C. Customer and Boeing desire to amend and supplement the Purchase Agreement
as provided below.
In consideration of the foregoing premises and other good and sufficient
consideration, Boeing and Customer hereby agree as follows:
1. AMENDMENT TO REFLECT SCHEDULED DELIVERY MONTH DEFERRALS FOR DEFERRED
AIRCRAFT. The Purchase Agreement is amended and supplemented to reflect
the rescheduling of the Scheduled Delivery Months for the 47 Aircraft (the
"Deferred Aircraft") as documented in the Scheduled Delivery Month
Deferrals for Deferred Aircraft attached hereto and hereby made a part of
this Agreement.
2. REVISED SCHEDULED DELIVERY MONTH. Table 1 to the Purchase Agreement is
hereby replaced in its entirety with the revised Table 1 attached hereto
and hereby made a part of the Purchase Agreement. The revised Scheduled
Delivery Months for the Deferred Aircraft pursuant to this Agreement are
reflected in the attached Table 1. In addition, pursuant to Letter
Agreement no. 6-1161-LAJ-936, the Airframe Price and Optional Features
Price for the Aircraft listed in Table 1 have been escalated to July 2003
dollars. Such Optional Features for those Aircraft listed in Table 1 are
documented in the American Airlines 737-823 Optional Features listing
attached hereto and hereby made a part of this Agreement.
3. [CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
P.A.No. 1977 SA19 Page 1
4. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
ELIGIBLE MODEL AIRCRAFT. Pursuant to Letter Agreement no. 6-1162-LAJ-936,
Customer and Boeing agreed to revise the Aircraft Information Tables
containing the Aircraft Description, Price, and Proposal Deposit
information for the currently available Eligible Model aircraft identified
in Letter Agreement No. 6-1162-AKP-075 (the "Rights Letter") and,
accordingly, the Rights Letter is hereby modified by replacing Attachments
A-1 through A-3 in their entirety with the revised Attachment A attached
hereto and hereby made a part of the Purchase Agreement. The Eligible
Model aircraft identified in Attachment A to the Rights Letter will be
modified from time to time to reflect the latest Detail Specification for
Customer's 737-800 Aircraft and the latest Boeing generic detail
specification for all other models in Attachment A. [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
5. MADP AND QADP RIGHTS. Pursuant to Letter Agreement no. 6-1162-LAJ-936,
Customer and Boeing agreed to modifications to the number of certain
Customer MADP Rights and QADP Rights identified in the Rights Letter and,
accordingly, the Rights Letter is hereby modified by replacing each of
Attachment B and Attachment C in its entirety with the revised Attachment
B and Attachment C, respectively, attached hereto and such attachments are
hereby made a part of the Purchase Agreement.
6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
7. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
8. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
9. EFFECT ON PURCHASE AGREEMENT. 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.
P.A.No. 1977 SA19 Page 2
IN WITNESS WHEREOF, Boeing and Customer have each caused this Agreement to be
duly executed as of the day and year first above written.
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By _______________________________________ By __________________________________
Its VP Corporate Development and Treasurer Its Attorney-In-Fact
Attachments: Scheduled Delivery Month Deferrals for Deferred Aircraft
Table 1 to Purchase Agreement No. 1977, 737-800 Aircraft
Delivery, Description, Price and Advance Payments
American Airlines 737-823 Optional Features
Schedule 1 to Table 1 to Purchase Agreement No. 1977, 737-823
Advance Payment Schedule
Attachment A to Letter Agreement 6-1162-AKP-075, Aircraft
Purchase Rights and Substitution Rights
Attachment B to Letter Agreement 6-1162-AKP-075, Aircraft
Purchase Rights and Substitution Rights
Attachment C to Letter Agreement 6-1162-AKP-075, Aircraft
Purchase Rights and Substitution Rights
Exhibit [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] to AGTA No. AGTA-AAL
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
P.A.No. 1977 SA19 Page 3
Scheduled Delivery Month Deferrals for Deferred Aircraft
FROM SCHEDULED DELIVERY MONTH MSN TO SCHEDULED DELIVERY MONTH
- ------------------------------------ --- ----------------------------------
[CONFIDENTIAL PORTION {2 PAGES} [CONFIDENTIAL PORTION {2 PAGES}
OMITTED AND FILED SEPARATELY WITH OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] CONFIDENTIAL TREATMENT]
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
FROM SCHEDULED DELIVERY MONTH MSN TO SCHEDULED DELIVERY MONTH
- ------------------------------------ --- ----------------------------------
[CONFIDENTIAL PORTION [CONFIDENTIAL PORTION OMITTED AND
OMITTED AND FILED SEPARATELY WITH FILED SEPARATELY WITH THE
THE SECURITIES AND EXCHANGE SECURITIES AND EXCHANGE COMMISSION
COMMISSION PURSUANT TO A REQUEST FOR PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] CONFIDENTIAL TREATMENT]
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
TABLE 1 TO PURCHASE AGREEMENT NO. 1977
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
[CONFIDENTIAL PORTION {3 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
AMERICAN AIRLINES 737-823 OPTIONAL FEATURES
[CONFIDENTIAL PORTION {8 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
SCHEDULE 1 TO TABLE 1 TO
PURCHASE AGREEMENT 1977
[CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
ATTACHMENT A. TO 6-1162-AKP-075
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
ATTACHMENT B TO LETTER AGREEMENT 6-1162-AKP-075 (MODEL 737)
MADP RIGHTS AIRCRAFT DELIVERY MONTHS AND EXERCISE DATES
[CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
ATTACHMENT C TO LETTER AGREEMENT 6-1162-AKP-075 (MODEL 737)
QADP RIGHTS AIRCRAFT DELIVERY QUARTERS AND EXERCISE DATES
[CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
EXHIBIT [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
BOEING PROPRIETARY
AGTA-AAL Page i
1. [CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
2. [CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
BOEING PROPRIETARY
AGTA-AAL Page ii
PURCHASE AGREEMENT NO. 1978 SUPPLEMENT NO. 7
PURCHASE AGREEMENT NO. 1978 SUPPLEMENT NO. 7 (this "Agreement"), dated
January 11, 2005 between The Boeing Company ("Boeing") and American Airlines,
Inc. ("Customer").
R E C I T A L S:
A. Boeing and Customer have heretofore entered into that certain Purchase
Agreement No. 1978, dated October 31, 1997, as amended and supplemented
(capitalized terms used herein without definition shall have the meanings
specified therefor in such Purchase Agreement).
B. Pursuant to Boeing letter no. 6-1162-LAJ-936, Boeing and Customer have
come to agreement with regard to the remaining MADP Rights and QADP Rights
with respect to Boeing model 757 aircraft as described below.
C. Customer and Boeing desire to amend and supplement the Purchase Agreement
as provided below.
In consideration of the foregoing premises and other good and sufficient
consideration, Boeing and Customer hereby agree as follows:
1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4. EFFECT ON PURCHASE AGREEMENT. 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, 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 No. 1978 SA No.7
IN WITNESS WHEREOF, Boeing and Customer have each caused this Agreement to be
duly executed as of the day and year first above written.
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By _______________________________________ By __________________________________
Its VP Corporate Development and Treasurer Its Attorney-In-Fact
Attachments: Letter Agreement 6-1162-AKP-089R2, Aircraft Purchase Rights and
Substitution Rights
Exhibit [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] to AGTA No. AGTA-AAL [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
PA No. 1978 SA No.7
American Airlines, Inc.
P.O. Box 619616
Dallas/Ft. Worth Airport, Texas 75261-9616
Subject: Aircraft Purchase Rights and Substitution Rights
Reference: Purchase Agreement No. 1978 between The Boeing
Company and American Airlines, Inc. relating to
Model 757-223 aircraft
This letter agreement ("Letter Agreement") is entered into on the date
below, and constitutes a part of the above-referenced Purchase Agreement, as the
same may hereafter be amended, modified or supplemented and including, without
limitation, as part thereof the exhibits, appendices, schedules, attachments and
letter agreements thereto (the "757-223 Purchase Agreement").
Pursuant to Letter Agreement no. 6-1162-LAJ-936 dated November 17, 2004,
Boeing and Customer have come to agreement with regard to the remaining MADP
Rights and QADP Rights with respect to Boeing model 757 aircraft as described
below. Accordingly, this Letter Agreement supersedes and replaces in its
entirety Letter Agreement 6-1162-AKP-089R1 dated as of April 26, 2002.
1. DEFINITIONS. Capitalized terms used herein and not defined pursuant to
this Letter Agreement have the meanings set forth in the 757-223 Purchase
Agreement. The following terms, when used in capitalized form, have the
following meanings:
2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4. CONFIDENTIAL TREATMENT. Customer and Boeing understand that certain
commercial and financial information contained in this Letter Agreement are
considered by Boeing and Customer as confidential. Customer and Boeing agree
that each will treat this Letter Agreement and the information contained herein
as confidential and will not, without the prior written consent of the other,
disclose this Letter Agreement or any information contained herein to any other
person or entity, except as provided in this Letter Agreement or in the
Applicable Purchase Agreements.
PA No. 1978 SA No.7
American Airlines
6-1162-AKP-089R2
Page 1
Very truly yours,
THE BOEING COMPANY
By ___________________________________________
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: January 11, 2005
AMERICAN AIRLINES, INC.
By ____________________________________________
Its VP Corporate Development and Treasurer
Attachment A: Letter Agreements
PA No. 1978 SA No.7
Attachment A
6-1162-AKP-089R2
Page 1
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
EXHIBIT [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
BOEING PROPRIETARY
AGTA-AAL Page i
1. [CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
2. [CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
BOEING PROPRIETARY
AGTA-AAL Page ii
PURCHASE AGREEMENT NO. 1979 SUPPLEMENT NO. 6
PURCHASE AGREEMENT No. 1979 SUPPLEMENT NO. 6 (this "Agreement"), dated
January 11, 2005, between The Boeing Company ("Boeing") and American Airlines,
Inc. ("Customer").
R E C I T A L S:
A. Boeing and Customer have heretofore entered into that certain Purchase
Agreement No. 1979, dated October 31, 1997 (capitalized terms used herein
without definition shall have the meanings specified therefor in such
Purchase Agreement).
B. Pursuant to Letter Agreement no. 6-1162-LAJ-936, Customer and Boeing
agreed to, among other things, revise the prices of Eligible Model
aircraft from being expressed in July 1995 Dollars to being expressed in
July 2003 Dollars.
C. Customer and Boeing desire to amend and supplement the Purchase Agreement
as provided below.
In consideration of the foregoing premises and other good and sufficient
consideration, Boeing and Customer hereby agree as follows:
1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
ELIGIBLE MODEL AIRCRAFT. Pursuant to Letter Agreement no. 6-1162-LAJ-936,
Customer and Boeing agreed to revise the Aircraft Information Tables
containing the Aircraft Description, Price, and Proposal Deposit
information for the currently available Eligible Model aircraft identified
in Letter Agreement No. 6-1162-AKP-100R1 (the "Rights Letter") and,
accordingly, the Rights Letter is hereby modified by replacing Attachments
A-1 through A-3 in their entirety with the revised Attachment A attached
hereto and hereby made a part of the Purchase Agreement. The Eligible
Model aircraft identified in the Rights Letter will be modified from time
to time to reflect the latest Boeing generic detail specification.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. MADP AND QADP RIGHTS. The Rights Letter is hereby modified by replacing
each of Attachment B and Attachment C in its entirety with the revised
Attachment B and Attachment C, respectively, attached hereto and such
attachments are hereby made a part of the Purchase Agreement.
3. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4. EFFECT ON PURCHASE AGREEMENT. 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.
IN WITNESS WHEREOF, Boeing and Customer have each caused this Agreement to be
duly executed as of the day and year first above written.
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By _______________________________________ By _______________________________
Its VP Corporate Development and Treasurer Its Attorney-In-Fact
Attachments: Attachment A to Letter Agreement 6-1162-AKP-100R1,
Aircraft Purchase Rights and Substitution Rights.
Attachment B to Letter Agreement 6-1162-AKP-100R1,
Aircraft Purchase Rights and Substitution Rights.
Attachment C to Letter Agreement 6-1162-AKP100R1,
Aircraft Purchase Rights and Substitution Rights.
Exhibit [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] to AGTA No. AGTA-AAL [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
ATTACHMENT A. 6-1162-AKP-100R1
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
ATTACHMENT B TO LETTER AGREEMENT 6-1162-AKP-100R1 (MODEL 767)
MADP RIGHTS AIRCRAFT DELIVERY MONTHS AND EXERCISE DATES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
ATTACHMENT C TO LETTER AGREEMENT 6-1162-AKP-100R1 (MODEL 767)
QADP RIGHTS AIRCRAFT DELIVERY QUARTERS AND EXERCISE DATES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
EXHIBIT [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
BOEING PROPIETARY
AGTA-AAL Page i
1. [CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
2. [CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
PURCHASE AGREEMENT NO. 1980 SUPPLEMENT NO. 17
PURCHASE AGREEMENT No. 1980 SUPPLEMENT NO. 17 (this "Agreement"), dated
January 11, 2005 between The Boeing Company ("Boeing") and American Airlines,
Inc. ("Customer").
R E C I T A L S:
A. Boeing and Customer have heretofore entered into that certain Purchase
Agreement No. 1980 dated October 31, 1997, as amended and supplemented
(capitalized terms used herein without definition shall have the meanings
specified therefor in such Purchase Agreement).
B. Pursuant to Letter Agreement 6-1162-LAJ-936, Boeing and Customer agreed
to, among other things, reschedule the delivery of eight Aircraft.
C. Customer and Boeing desire to amend and supplement the Purchase Agreement
as provided below.
In consideration of the foregoing premises and other good and sufficient
consideration, Boeing and Customer hereby agree as follows:
1. AMENDMENT TO REFLECT SCHEDULED DELIVERY MONTH REVISIONS FOR CERTAIN
AIRCRAFT. The Purchase Agreement is amended and supplemented to reflect
the rescheduling of the Scheduled Delivery Months for the following eight
Aircraft ("Rescheduled Aircraft") as follows:
FROM SCHEDULED DELIVERY MONTH MSN TO SCHEDULED DELIVERY MONTH
- ------------------------------------ --- ----------------------------------
[CONFIDENTIAL PORTION OMITTED [CONFIDENTIAL PORTION OMITTED AND
AND FILED SEPARATELY WITH FILED SEPARATELY WITH THE
THE SECURITIES AND EXCHANGE SECURITIES AND EXCHANGE COMMISSION
COMMISSION PURSUANT TO A REQUEST FOR PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] CONFIDENTIAL TREATMENT]
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
- ------------------------------------ --- ----------------------------------
2. REVISED SCHEDULED DELIVERY MONTH. Table 2 and Table 3 to the Purchase
Agreement are hereby replaced in their entirety with the revised Table 1
attached hereto and hereby made a part of the Purchase Agreement. The
Scheduled Delivery Months for all nine Aircraft on order ("Existing Firm
Aircraft") as of the date of this Agreement (including the Rescheduled
Aircraft referenced above) are reflected in the attached Table 1. In
addition, pursuant to Letter Agreement no. 6-1162-LAJ-936, the Airframe
Price and Optional Features Price for the Existing Firm Aircraft listed in
Table 1 have been escalated to July 2003 dollars. Such Optional Features
for the Existing Firm Aircraft are reflected in the American Airlines
777-223 Optional Features listing attached hereto and hereby made a part
of this Agreement.
3. [CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
4. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
ELIGIBLE MODEL AIRCRAFT. Pursuant to Letter Agreement 6-1162-LAJ-936,
Customer and Boeing agreed to revise the Aircraft Information Tables
containing the Aircraft Description, Price, and Proposal Deposit
information for those currently available Eligible Model aircraft
identified in Letter Agreement No. 6-1162-AKP-110R1 (the "Rights Letter")
and, accordingly, the Rights Letter is hereby modified by replacing
Attachments A-1 through A-11 in their entirety with the revised Attachment
A attached hereto and hereby made a part of the Purchase Agreement. The
Eligible Model aircraft identified in the Rights Letter will be modified
from time to time to reflect the latest Detail Specification for
Customer's 777-223 Aircraft and the latest generic Boeing detail
specification for all other models described in Attachment A.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
5. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6. MADP AND QADP RIGHTS. The Rights Letter is hereby modified by replacing
each of Attachment B and Attachment C in its entirety with the revised
Attachment B and Attachment C, respectively, attached hereto and such
attachments are hereby made a part of the Purchase Agreement.
7. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
8. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
9. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
10. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
11. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
12. EFFECT ON PURCHASE AGREEMENT. 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.
IN WITNESS WHEREOF, Boeing and Customer have each caused this Agreement to be
duly executed as of the day and year first above written.
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By ________________________________________ By______________________________
Its VP Corporate Development and Treasurer Its Attorney-In-Fact
Attachments: Table 1 to Purchase Agreement No. 1980, 777-223ER Aircraft
Delivery, Description, Price and Advance Payments, (Rolls Royce
Engines)
American Airlines 777-223 Optional Features
Schedule 1 to Table 1 of Purchase Agreement No. 1980, 777-223
Advance Payment Schedule
Attachment A Letter Agreement 6-1162-AKP-110R1, Aircraft Purchase
Rights and Substitution Rights
Attachment B to Letter Agreement 6-1162-AKP-110R1, Aircraft
Purchase Rights and Substitution Rights
Attachment C to Letter Agreement 6-1162-AKP-110R1, Aircraft
Purchase Rights and Substitution Rights
Letter Agreement 6-1162-AKP-109R1, Business Considerations
Exhibit [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] to AGTA No. AGTA-AAL [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
TABLE 1 TO PURCHASE AGREEMENT NO. 1980
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
AMERICAN AIRLINES AA 777-223 OPTIONAL FEATURES
[CONFIDENTIAL PORTION {7 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
SCHEDULE 1 TO TABLE 1 TO
PURCHASE AGREEMENT 1980
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
ATTACHMENT A. 6-1162-AKP-110R1
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
ATTACHMENT B TO LETTER AGREEMENT 6-1162-AKP-110R1 (MODEL 777)
MADP RIGHTS AIRCRAFT DELIVERY MONTHS AND EXERCISE DATES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
ATTACHMENT C TO LETTER AGREEMENT 6-1162-AKP-110R1 (MODEL 777)
QADP RIGHTS AIRCRAFT DELIVERY QUARTERS AND EXERCISE DATES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6-1162-AKP-109R1
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Business Considerations
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines,Inc. relating to Model 777-223ER 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 herein but not otherwise defined in this Letter Agreement shall have
the same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.
1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
5. Confidential Treatment.
Customer and Boeing understand that certain commercial and financial
information contained in this Letter Agreement are considered by Boeing and
Customer as confidential. Customer and Boeing agree that each will treat this
Letter Agreement and the information contained herein as confidential and will
not, without the prior written consent of the other, disclose this Letter
Agreement or any information contained herein to any other person or entity,
except as provided in this Letter Agreement and or the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By ____________________________________________
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: January 11, 2005
AMERICAN AIRLINES, INC.
By ____________________________________________
Its VP - Corporate Development and Treasurer
EXHIBIT [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
BOEING PROPRIETARY
AGTA-AAL Page i
1. [CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
2. [CONFIDENTIAL PORTION {2 PAGES} OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]