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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required] For fiscal year ended
December 31, 1997.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
Commission file number 1-8400.
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AMR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 75-1825172
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4333 Amon Carter Blvd.
Fort Worth, Texas 76155
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (817) 963-1234
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
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Common stock, $1 par value per share New York Stock Exchange
8.10% Notes due 1998 New York Stock Exchange
9.00% Debentures due 2016 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 9, 1998, was approximately $12,615,837,217. As of March
9, 1998, 91,171,362 shares of the registrant's common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Form 10-K incorporates by reference certain information from
the Proxy Statement for the Annual Meeting of Stockholders to be held May 20,
1998.
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PART I
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ITEM 1. BUSINESS
AMR Corporation (AMR or the Company) was incorporated in October 1982. AMR's
principal subsidiary, American Airlines, Inc. (American), was founded in 1934.
For financial reporting purposes, AMR's operations fall within three major
lines of business: the Airline Group, The SABRE Group and the Management
Services Group.
AIRLINE GROUP
The Airline Group consists primarily of American's Passenger and Cargo
divisions and AMR Eagle Holding Corporation, a separate subsidiary of AMR.
AMERICAN'S PASSENGER DIVISION is one of the largest scheduled passenger
airlines in the world. At the end of 1997, American provided scheduled jet
service to more than 165 destinations throughout North America, the Caribbean,
Latin America, Europe and the Pacific.
AMERICAN'S CARGO DIVISION is one of the largest scheduled air freight carriers
in the world. It provides a full range of freight and mail services to
shippers throughout the airline's system. In addition, through cooperative
agreements with other carriers, it has the ability to transport shipments to
virtually any country in the world.
AMR EAGLE HOLDING CORPORATION (AMR EAGLE) owns the four regional airlines which
operate as "American Eagle" -- Executive Airlines, Inc., Flagship Airlines,
Inc., Simmons Airlines, Inc. and Wings West Airlines, Inc. The American Eagle
carriers provide connecting service from six of American's high-traffic cities
to smaller markets throughout the United States, Canada, the Bahamas and the
Caribbean.
In January 1998, AMR Eagle Holding Corporation announced plans to
merge the four regional airlines into a single carrier - "American Eagle
Airlines, Inc." The transaction will occur in phases beginning in May 1998 and
is expected to be complete by the end of 1998.
THE SABRE GROUP
The SABRE Group is a world leader in the electronic distribution of travel
through its proprietary travel reservation and information system, SABRE(R),
and is the largest electronic distributor of travel in North America. In
addition, The SABRE Group is a leading provider of information technology
solutions to the travel and transportation industry and fulfills substantially
all of the data processing, network and distributed systems needs of American
and AMR's other subsidiaries, Canadian Airlines International Limited and other
customers.
REORGANIZATION AMR formed The SABRE Group in 1993 to capitalize on the
synergies of combining its information technology businesses under common
management. Pursuant to a reorganization consummated on July 2, 1996 (the
Reorganization), The SABRE Group Holdings, Inc. (a holding company incorporated
on June 25, 1996 and a subsidiary of AMR) became the successor to the
businesses of The SABRE Group which were formerly operated as divisions or
subsidiaries of American or AMR. All references herein to "The SABRE Group"
include The SABRE Group Holdings, Inc. and its consolidated subsidiaries and,
for any period prior to the Reorganization, the businesses of AMR and American
constituting The SABRE Group. On October 17, 1996, The SABRE Group completed
an initial public offering of 23,230,000 shares of its Class A Common Stock
constituting approximately 17.8 percent of its economic interest. AMR retained
all of The SABRE Group's Class B common stock, representing approximately 82.2
percent of the economic interest and 97.9 percent of the combined voting power
of all classes of voting stock of The SABRE Group.
ELECTRONIC TRAVEL DISTRIBUTION SABRE and other global distribution systems
are the principal means of air travel distribution in the United States and a
growing means of air travel distribution internationally. Through SABRE, travel
agencies, corporate travel departments and individual consumers can access
information on - and book reservations with - airlines and other providers of
travel and travel-related products and services. As of December 31, 1997,
travel agencies with more than 30,000 locations in over 70 countries on six
continents subscribed to SABRE. SABRE subscribers are able to make
reservations with more than 400 airlines, more than
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50 car rental companies and more than 200 hotel companies covering
approximately 39,000 hotel properties worldwide.
During 1997, more airline bookings in North America were made through
SABRE than through any other global distribution system. The SABRE Group is
actively involved in marketing SABRE internationally either directly or through
joint venture or distributorship arrangements. The SABRE Group's global
marketing partners principally include foreign airlines that have strong
relationships with travel agents in such airlines' primary markets and entities
that operate smaller global distribution systems or other travel-related
network services. In 1997, approximately 67.3 percent of The SABRE Group's
revenue was generated by the electronic distribution of travel, primarily
through booking fees paid by associates.
In February 1998, The SABRE Group signed long-term agreements with
ABACUS International Holdings Ltd. which created a Singapore-based joint
venture company to manage travel distribution in the Asia-Pacific region. The
SABRE Group owns 35 percent of the joint venture company, called ABACUS
International Ltd., and provides it with transaction processing on the SABRE
computer reservations system.
INFORMATION TECHNOLOGY SOLUTIONS The SABRE Group is a leading provider of
solutions to the travel and transportation industry. The SABRE Group employs
its airline technology expertise to offer technology solutions to other
industries that face similar complex operations issues, including the airport,
railroad, logistics and hospitality industries. The solutions offered by The
SABRE Group include software development and product sales, transactions
processing and consulting, as well as comprehensive information technology
outsourcing, which bundles traditional data center, network and distributed
systems management with industry-specific software applications and custom
development. In addition, pursuant to information technology services
agreements, The SABRE Group provides substantially all of the data processing,
network and distributed systems needs of American and AMR's other subsidiaries,
Canadian Airlines International Limited and other customers. In 1997,
approximately 32.7 percent of The SABRE Group's revenue was generated by the
provision of information technology solutions.
In January 1998, The SABRE Group completed the execution of a 25 year,
multi-billion dollar technology agreement with US Airways, Inc. to provide
substantially all of US Airways' information technology services. The
agreement covers the management and operation of US Airways' systems and
information technology services, including the migration or conversion of US
Airways' legacy systems to The SABRE Group systems by mid-1999.
MANAGEMENT SERVICES GROUP
The Management Services Group consists of four direct or indirect subsidiaries
of AMR -- AMR Global Services Corporation, Americas Ground Services, Inc.
(AGS), AMR Investment Services, Inc. and Airline Management Services, Inc.
(AMS).
AMR GLOBAL SERVICES CORPORATION manages five operating units: AMR Services
(formerly known as AMR Airline Services), AMR Combs, AMR Global Logistics,
TeleService Resources (TSR) and the AMR Training Group. AMR Services provides
a full range of aviation services, including ramp, passenger and cargo handling
services, as well as aircraft and equipment maintenance, fueling, general sales
representation, flight dispatch and management services for more than 200
airlines and airport authorities at approximately 65 locations throughout North
America, Europe and Asia. AMR Combs, the executive aviation services division
of AMR Global Services, is a premier corporate aviation services network of 14
facilities in major business centers in the United States, Mexico and Asia.
AMR Global Logistics serves the logistics marketplace and specializes in
logistics management, contract warehousing, trucking and multi-modal freight
forwarding services. TSR provides comprehensive call center management
services including inbound and outbound telemarketing, as well as reservation
services for certain air carriers and a wide range of non-airline Fortune 500
clients. The AMR Training Group operates the American Airlines Training &
Conference Center and provides a wide variety of training services to American
and a number of other corporate clients.
AGS provides airline ground and cabin service handling at 10 locations in seven
countries in the Caribbean and Central and South America.
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AMR INVESTMENT SERVICES, INC. serves as an investment advisor to AMR and other
institutional investors. It also manages the American AAdvantage Funds, which
have both institutional shareholders -- including pension funds, financial
advisors, corporations and banks -- and individual shareholders. As of
December 31, 1997, AMR Investment Services was responsible for management of
approximately $18.4 billion in assets, including direct management of
approximately $6 billion in short-term investments.
AMS was formed in 1994 to manage the Company's service contracts with other
airlines such as the agreement to provide a variety of management, technical
and administrative services to Canadian Airlines International Limited which
the Company signed in 1994.
Additional information regarding business segments is included in Management's
Discussion and Analysis on pages 17 through 32 and in Note 16 to the
consolidated financial statements.
COMPETITION
AIR TRANSPORTATION Most major air carriers have developed hub-and-spoke
systems and schedule patterns in an effort to maximize the revenue potential of
their service. American operates four hubs: Dallas/Fort Worth, Chicago
O'Hare, Miami and San Juan, Puerto Rico. In 1995, American implemented
schedule reductions which ended the airline's hub operations at Raleigh/Durham
and Nashville. Delta Air Lines and United Airlines have hub operations at
Dallas/Fort Worth and Chicago O'Hare, respectively.
The AMR Eagle carriers increase the number of markets the Airline
Group serves by providing connections to American at American's hubs and
certain other major airports. The AMR Eagle carriers serve smaller markets
through Dallas/Fort Worth, Chicago, Miami, San Juan, Los Angeles and New York's
John F. Kennedy International Airport. American's competitors also own or
have marketing agreements with regional carriers which provide similar services
at their major hubs.
In addition to its extensive domestic service, American provides
international service to the Caribbean, Canada, Latin America, Europe and the
Pacific. American's operating revenues from foreign operations were
approximately $5.1 billion in 1997 and $4.7 billion in 1996 and 1995.
Additional information about the Company's foreign operations is included in
Note 15 to the consolidated financial statements.
Service over almost all of American's routes is highly competitive.
Currently, any carrier deemed fit by the U.S. Department of Transportation
(DOT) is free to operate scheduled passenger service between any two points
within the U.S. and its possessions. On most of its non-stop routes, American
competes with at least one, and usually more than one, major domestic airline
including: America West Airlines, Continental Airlines, Delta Air Lines,
Northwest Airlines, Southwest Airlines, Trans World Airlines, United Airlines,
and US Airways. Competition is even greater between cities that require a
connection, where as many as eight airlines may compete via their respective
hubs. American also competes with national, regional, all-cargo, and charter
carriers and, particularly on shorter segments, ground transportation.
On all of its routes, pricing decisions are affected by competition
from other airlines, some of which have cost structures significantly lower
than American's and can therefore operate profitably at lower fare levels. As
of December 31, 1997, approximately 47 percent of American's bookings were
impacted by competition from lower-cost carriers. American and its principal
competitors use inventory management systems that permit them to vary the
number of discount seats offered on each flight in an effort to maximize
revenues, yet still be price competitive with lower-cost carriers.
Competition in many international markets is subject to extensive
government regulation. In these markets, American competes with foreign
investor-owned carriers, state-owned airlines and U.S. carriers that have been
granted authority to provide scheduled passenger and cargo service between the
U.S. and various overseas locations. American's operating authority in these
markets is subject to aviation agreements between the U.S. and the respective
countries, and in some cases, fares and schedules require the approval of the
DOT and the relevant foreign governments. Because international air
transportation is governed by bilateral or other agreements between the U.S.
and the foreign country or countries involved, changes in U.S. or foreign
government aviation policy could result in the alteration or termination of
such agreements, diminish the value of
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such route authorities, or otherwise adversely affect American's international
operations. Bilateral agreements between the U.S. and various foreign
countries served by American are subject to frequent renegotiation.
The major U.S. carriers have some advantage over foreign competitors
in their ability to generate traffic from their extensive domestic route
systems. In many cases, however, U.S. carriers are limited in their rights to
carry passengers beyond designated gateway cities in foreign countries. Some
of American's foreign competitors are owned and subsidized by foreign
governments. To improve their access to each others' markets, various U.S. and
foreign carriers -- including American -- have established marketing
relationships with other carriers. American currently has code-sharing
programs with Aero California, Aspen Mountain Air, British Midland, Business
Express, Canadian Airlines International Limited, China Airlines, Gulf Air,
Hawaiian Airlines, LOT Polish Airlines, Qantas Airways, Singapore Airlines,
South African Airways and the TAM Group. In addition, American plans to
implement code-share alliances with other international carriers, including Air
Liberte, Asiana Airlines, China Eastern Airlines, Iberia, Lan Chile, Philippine
Airlines and the TACA Group, pending regulatory approval. The Company has also
agreed to acquire a minority equity interest, pending regulatory approval by
the Department of Justice, in the Argentine holding company Interinvest, S.A.
which owns a controlling interest in the Argentine carriers Aerolineas
Argentinas and Austral Lineas Aereas. In the coming years, the Company expects
to develop these code-sharing programs further and to evaluate new alliances
with other international carriers.
In February 1998, the Company announced its plans to finalize an
alliance between American and Japan Airlines (JAL). Subject to regulatory
approval of the U.S. Department of Transportation and Japan's Ministry of
Transport, the two carriers will introduce extensive code sharing across each
other's networks. The two carriers already have in place full reciprocity
between their frequent flyer programs and an extensive cooperation agreement in
air cargo. In addition, The SABRE Group has a computerized reservation system
joint venture with JAL.
Furthermore, in June 1996, the Company announced its plans to create a
worldwide alliance between American and British Airways Plc. Subject to
regulatory approval, which is still pending, the two carriers will introduce
extensive code sharing across each other's networks. Additionally, the
carriers will combine their passenger and cargo activities between the United
States and Europe and will share the resulting profits on these services.
During 1997, a frequent flyer program was introduced between the two carriers.
The Airline Group believes that it has several advantages relative to
its competition. Its fleet is efficient and quiet and is one of the youngest
fleets in the U.S. airline industry. It has a comprehensive domestic and
international route structure, anchored by efficient hubs, which permit it to
take full advantage of whatever traffic growth occurs. The Company believes
American's AAdvantage frequent flyer program, which is the largest program in
the industry, and its superior service also give it a competitive advantage.
ELECTRONIC TRAVEL DISTRIBUTION The SABRE Group competes in electronic travel
distribution primarily against other large and well-established global
distribution systems. SABRE's principal competitors in marketing to travel
agents include Amadeus/System One, Galileo/Apollo and Worldspan. Each of these
competitors offers many products and services substantially similar to those of
The SABRE Group.
Although certain barriers exist for any new provider of electronic
commerce -- barriers such as the need for significant capital investment to
acquire or develop the hardware, software and network facilities necessary to
operate a global distribution system -- The SABRE Group is faced with the
potential of new competitors, particularly as new channels for travel
distribution develop.
The global market to attract and retain agency subscribers is
intensely competitive. Factors affecting competitive success of global
distribution systems include depth and breadth of information, ease of use,
reliability, service and incentives to travel agents and range of products
available to travel providers, travel agents and consumers.
Although distribution through travel agents continues to be the
primary method of travel distribution, new channels of direct distribution to
businesses, consumers and airlines through computer on-line services, the
Internet and private networks, are developing rapidly. The deployment and
adoption of these tools is currently quite low. That pace of adoption,
however, is expected to accelerate. The SABRE Group believes that it has
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positioned its SABRE BTS(TM), Travelocity(sm) and easySABRE(R) products to
effectively compete in these emerging distribution channels.
INFORMATION TECHNOLOGY SOLUTIONS The SABRE Group competes both against
solutions companies and full-service providers of technology outsourcing, some
of which have considerably greater financial resources than The SABRE Group,
and against smaller companies that offer a limited range of products. Among
The SABRE Group's full-service competitors are Electronic Data Systems, IBM
Global Services, Unisys, Andersen Consulting and Lufthansa Systems. Some of
these competitors have formed strategic alliances with large companies in the
travel industry, and The SABRE Group's access to these potential customers is
thus limited. The SABRE Group believes that its competitive position in the
travel industry is enhanced by its experience in developing systems for
American and other airlines, and by its ability to offer not only software
applications but also systems development, integration and maintenance and
transactions processing services.
MANAGEMENT SERVICES GROUP The Management Services Group competes in a broad
variety of service industries against numerous other companies. Many of these
companies are small, privately owned businesses; however, some are larger,
publicly held companies. The basis for competition in each industry in which
the Management Services Group companies participate is both price and service
quality.
REGULATION
GENERAL The Airline Deregulation Act of 1978, as amended, eliminated most
domestic economic regulation of passenger and freight transportation. However,
the DOT and the Federal Aviation Administration (FAA) still exercise certain
regulatory authority over air carriers under the Federal Aviation Act of 1958,
as amended. The DOT maintains jurisdiction over international route
authorities and certain consumer protection matters, such as advertising,
denied boarding compensation, baggage liability and computer reservations
systems.
The FAA regulates flying operations generally, including establishing
personnel, aircraft and security standards. In addition, the FAA has
implemented a number of requirements that American is incorporating into its
maintenance program. These matters relate to, among other things, inspection
and maintenance of aging aircraft, corrosion control and the installation of
upgraded digital flight data recorders, enhanced ground proximity warning
systems and cargo compartment smoke detection and fire suppression systems.
Based on its current implementation schedule, American expects to be in
compliance with the applicable requirements within the required time periods.
The U.S. Department of Justice has jurisdiction over airline antitrust
matters. The U.S. Postal Service has jurisdiction over certain aspects of the
transportation of mail and related services. Labor relations in the air
transportation industry are regulated under the Railway Labor Act, which vests
in the National Mediation Board certain regulatory functions with respect to
disputes between airlines and labor unions relating to union representation and
relating to collective bargaining agreements. To the extent American continues
to increase its alliances with international carriers, American may be subject
to certain regulations of foreign agencies.
Several items of legislation have been introduced in the Congress that
would, if enacted; (i) authorize the withdrawal of slots from major carriers --
including American -- at key airports for redistribution to new entrants and
smaller carriers and/or (ii) provide financial assistance, in the form of
guarantees and/or subsidized loans, to smaller carriers for aircraft purchases.
In addition, the Departments of Justice and Transportation are investigating
competition at major hub airports. The outcomes of the proposed legislation
and the investigations are unknown. However, to the extent that (i) slots are
taken from American at key airports, (ii) restrictions are imposed upon
American's ability to respond to a competitor, or (iii) competitors have a
financial advantage in the purchase of aircraft because of federal assistance,
American's business may be adversely impacted.
AIRLINE FARES Airlines are permitted to establish their own domestic fares
without governmental regulation, and the industry is characterized by
substantial price competition. The DOT maintains authority over international
fares, rates and charges. International fares and rates are also subject to
the jurisdiction of the governments of the foreign countries which American
serves. While air carriers are required to file and adhere to international
fare and rate tariffs, many international markets are characterized by
substantial commissions, overrides, and discounts to travel agents, brokers and
wholesalers.
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Fare discounting by competitors has historically had a negative effect
on the Airline Group's financial results because the Airline Group is generally
required to match competitors' fares to maintain passenger traffic. During
recent years, a number of new low-cost airlines have entered the domestic
market and several major airlines have begun to implement efforts to lower
their cost structures. Further fare reductions, domestic and international,
may occur in the future. If fare reductions are not offset by increases in
passenger traffic or changes in the mix of traffic that improves yields, the
Airline Group's operating results will be negatively impacted.
AIRPORT ACCESS In 1968, the FAA issued a rule designating New York John F.
Kennedy, New York LaGuardia, Washington National, Chicago O'Hare and Newark
airports as high density traffic airports. Newark was subsequently removed
from the high density airport classification. The rule adopted hourly take-off
and landing slot allocations for each of these airports. Currently, the FAA
permits the purchasing, selling, leasing and trading of these slots by airlines
and others, subject to certain restrictions. Most foreign airports, including
London Heathrow, a major European destination for American, also have slot
allocations. Most foreign authorities do not permit the purchasing, selling or
leasing of slots.
The Airline Group currently has sufficient slot authorizations to
operate its existing flights and has generally been able to obtain slots to
expand its operations and change its schedules. However, there is no assurance
that American will be able to obtain slots for these purposes in the future
because, among other factors, slot allocations are subject to changes in
government policies.
ENVIRONMENTAL MATTERS The Company is subject to various laws and government
regulations concerning environmental matters and employee safety and health in
the U.S. and other countries. U.S. federal laws that have a particular impact
on the Company include the Airport Noise and Capacity Act of 1990 (ANCA), the
Clean Air Act, the Resource Conservation and Recovery Act, the Clean Water Act,
the Safe Drinking Water Act, and the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA or the Superfund Act). The Company is
also subject to the oversight of the Occupational Safety and Health
Administration (OSHA) concerning employee safety and health matters. The U.S.
Environmental Protection Agency (EPA), OSHA, and other federal agencies have
been authorized to promulgate regulations that have an impact on the Company's
operations. In addition to these federal activities, various states have been
delegated certain authorities under the aforementioned federal statutes. Many
state and local governments have adopted environmental and employee safety and
health laws and regulations, some of which are similar to federal requirements.
As a part of its continuing safety, health and environmental program, the
Company has maintained compliance with such requirements without any material
adverse effect on its business.
For purposes of noise standards, jet aircraft are rated by categories
or "stages." The ANCA requires the phase-out by December 31, 1999, of Stage II
aircraft operations, subject to certain exceptions. Under final regulations
issued by the FAA in 1991, air carriers are required to reduce, by modification
or retirement, the number of Stage II aircraft in their fleets 50 percent by
December 31, 1996; 75 percent by December 31, 1998; and 100 percent by December
31, 1999. Alternatively, a carrier may satisfy the regulations by operating a
fleet that is at least 65 percent, 75 percent, and 100 percent Stage III by the
dates set forth in the preceding sentence, respectively. At December 31, 1997,
approximately 88 percent of American's active fleet was Stage III, the quietest
and most fuel efficient rating category.
The ANCA recognizes the rights of airport operators with noise
problems to implement local noise abatement programs so long as they do not
interfere unreasonably with interstate or foreign commerce or the national air
transportation system. Authorities in several cities have promulgated aircraft
noise reduction programs, including the imposition of night-time curfews. The
ANCA generally requires FAA approval of local noise restrictions on Stage III
aircraft first effective after October 1990, and establishes a regulatory
notice and review process for local restrictions on Stage II aircraft first
proposed after October 1990. While American has had sufficient scheduling
flexibility to accommodate local noise restrictions imposed to date, American's
operations could be adversely affected if locally-imposed regulations become
more restrictive or widespread.
American has been identified by the EPA as a potentially responsible
party (PRP) at the Operating Industries, Inc. Superfund Site in California.
American has signed a partial consent decree with respect to this site and is
one of several PRPs named. American's alleged waste disposal volumes are minor
compared to the other PRPs. American has also been identified as a PRP at the
Beede Waste Oil Superfund Site in New
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Hampshire. American has responded to a 104(e) Request for Information
regarding interaction with several companies related to this Site.
American, along with most other tenants at the San Francisco
International Airport, has been ordered by the California Regional Water
Quality Control Board to engage in various studies of potential environmental
contamination at the airport and to undertake remedial measures, if necessary.
The Miami International Airport Authority is currently remediating
various environmental conditions at the Miami International Airport (the
Airport) and funding the remediation costs through landing fee revenues.
Future costs of the remediation effort may be borne by carriers operating at
the Airport, including American, through increased landing fees and/or other
charges since certain of the PRPs are no longer in business. The future
increase in landing fees and/or other charges may be material but cannot be
reasonably estimated due to various factors, including the unknown extent of
the remedial actions that may be required, the proportion of the cost that will
ultimately be recovered from the responsible parties, and uncertainties
regarding the environmental agencies that will ultimately supervise the
remedial activities and the nature of that supervision.
American and AMR Eagle, along with other tenants at the Luis Munoz
Marin International Airport in San Juan, Puerto Rico have been named as PRPs
for environmental claims at the airport.
AMR Combs Memphis, an AMR Services subsidiary, has been named a PRP at
an EPA Superfund Site in West Memphis, Arkansas. AMR Combs Memphis' alleged
involvement in the site is minor relative to the other PRPs.
Flagship Airlines, Inc., an AMR Eagle subsidiary, has been notified of
its potential liability under New York law at an inactive hazardous waste site
in Poughkeepsie, New York.
AMR does not expect these matters, individually or collectively, to
have a material impact on its financial position or liquidity.
GLOBAL DISTRIBUTION SYSTEMS Regulations promulgated by the DOT govern the
relationship of SABRE with airlines and travel agencies. Specifically, these
regulations govern the relationships of global distribution systems doing
business in the United States which are offered by an airline or an airline
affiliate (Airline-Affiliated Systems) with airlines doing business in the
United States that own five percent or more of a global distribution system and
with travel agencies. The current form of these regulations was adopted in
1992 and will expire on March 31, 1999.
One of the principal requirements of the U.S. Regulations is that
displays of airline services by global distribution systems such as SABRE must
be nondiscriminatory. This means that the global distribution system may not
use carrier identity in ordering the display of services or in building
connecting flights. Travel agencies, however, may utilize software to override
the neutral displays of an Airline-Affiliated System. Airline-Affiliated
Systems are required to charge the same fees to all air carriers for the same
level of service, to update information for all air carriers with the same
degree of care and timeliness and to provide, on request, detailed bills. Any
product features offered to one or more air carriers must be offered to all
other air carriers on nondiscriminatory terms.
The SABRE Group also has operations subject to regulations in
Australia, Canada and the European Union. The overall approach of the
regulations for global distribution systems in each of these three
jurisdictions is similar to that of the United States. In each of these
jurisdictions, rules require nondiscriminatory displays of airline services and
nondiscriminatory booking fees, and forbid airlines affiliated with global
distribution systems such as SABRE from linking travel agency commissions to
the use of a particular system. Further, these rules to varying extents forbid
airlines affiliated with global distribution systems from discriminating
against competing systems with respect to the data that they furnish.
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LABOR
The airline business is labor intensive. Approximately 80 percent of AMR's
employees work in the Airline Group. Wages, salaries and benefits represented
approximately 38 percent of AMR's consolidated operating expenses for the year
ended December 31, 1997.
The majority of American's employees are represented by labor unions
and covered by collective bargaining agreements. American's relations with
such labor organizations are governed by the Railway Labor Act. Under this
act, the collective bargaining agreements among American and these
organizations do not expire but instead become amendable as of a stated date.
If either party wishes to modify the terms of any such agreement, it must
notify the other party before the contract becomes amendable. After receipt of
such notice, the parties must meet for direct negotiations, and if no agreement
is reached, either party may request the National Mediation Board (NMB) to
appoint a federal mediator. If no agreement is reached in mediation, the NMB
may determine, at any time, that an impasse exists, and if an impasse is
declared, the NMB proffers binding arbitration to the parties. Either party
may decline to submit to arbitration. If arbitration is rejected, a 30-day
"cooling-off" period commences, following which the labor organization may
strike and the airline may resort to "self-help," including the imposition of
its proposed amendments and the hiring of replacement workers.
In 1995, American reached agreements with the members of the
Association of Professional Flight Attendants (APFA) and the Transport Workers
Union (TWU) on their labor contracts. American's collective bargaining
agreements with the APFA and the TWU become amendable on November 1, 1998 and
March 1, 2001, respectively.
American's collective bargaining agreement with the Allied Pilots
Association (APA) became amendable on August 31, 1994. On September 2, 1996,
American and the APA reached a tentative agreement on a new labor contract.
The tentative agreement was approved by the APA Board of Directors and sent out
for membership ratification, but subsequently rejected by the APA membership.
On January 10, 1997, the NMB proffered binding arbitration to the APA and
American. American agreed to arbitration but because the APA did not also
agree, the proffer was rejected and on January 15, 1997, the APA and American
were notified (i) that the NMB was terminating its services and (ii) that
beginning February 15, 1997, either party could resort to self-help remedies,
including a strike by the members of the APA. On February 15, 1997, the APA
did initiate a strike against American but immediately thereafter President
Clinton intervened and appointed a Presidential Emergency Board (PEB), pursuant
to his authority under the Railway Labor Act. The effect of President
Clinton's actions was to stop the strike and begin a process during which the
PEB reviewed the positions advocated by both parties. On March 17, 1997,
American and the APA reached a second tentative agreement on a new contract.
The tentative agreement was ratified by the APA membership on May 5, 1997. The
new contract becomes amendable August 31, 2001. Among other provisions, the
agreement granted pilots options to buy 5.75 million shares of AMR stock at
$83.375, $10 less than the average fair market value of the stock on the date
of grant, May 5, 1997. The options became immediately exercisable on the date
the new contract was ratified.
The Air Line Pilots Association (ALPA), which represents AMR Eagle
pilots, reached agreement with AMR Eagle effective September 1, 1997, to have
all of the pilots of the four Eagle carriers covered by a single collective
bargaining agreement. This agreement lasts until October 31, 2013. The
parties have the right to seek limited changes in 2000, 2004, 2008 and 2012.
If the parties are unable to agree on the limited changes, they also agreed
that the issues would be resolved by interest arbitration, without the exercise
of self-help (such as a strike). The Association of Flight Attendants (AFA),
which represents the flight attendants of the four Eagle carriers, reached
agreement with AMR Eagle effective March 2, 1998, to have all flight attendants
of the four AMR Eagle carriers covered by a single contract. The agreement
becomes amendable on March 2, 2002. The other union employees at the AMR Eagle
carriers are covered by separate agreements with the Transport Workers' Union
(TWU); certain of those agreements are currently in negotiation.
As of December 31, 1997, The SABRE Group had approximately 8,500 full-
time employees. The SABRE Group considers its current employee relations to be
good. None of The SABRE Group employees based in the United States are
represented by a labor union.
8
<PAGE> 10
FUEL
The Airline Group's operations are significantly affected by the availability
and price of jet fuel. American's fuel costs and consumption for the years
1993 through 1997 were:
<TABLE>
<CAPTION>
Average Price
Per Gallon, Percent
Gallons Average Price Excluding of AMR's
Consumed Total Cost Per Gallon Fuel Tax Operating
Year (in millions) (in millions) (in cents) (in cents) Expenses
- ------------ ------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
1993 2,939 1,818 61.8 59.1 12.0
1994 2,741 1,556 56.7 54.2 10.3
1995 2,749 1,565 56.9 53.8 9.8
1996 2,734 1,866 68.2 63.3 11.7
1997 2,773 1,860 67.1 62.1 11.2
</TABLE>
Based upon American's 1997 fuel consumption, a one cent rise in the
average annual price-per-gallon of jet fuel would increase American's monthly
fuel costs by approximately $2.3 million, not considering the offsetting effect
of American's fuel cost hedging program.
The impact of fuel price changes on the Company's competitors is
dependent upon various factors, including hedging strategies. However, lower
fuel prices may be offset by increased fare competition and lower revenues for
all air carriers. Conversely, there can be no assurance that American will be
able to pass fuel cost increases on to its customers by increasing fares in the
future.
While American does not anticipate a significant reduction in fuel
availability, dependency on foreign imports of crude oil and the possibility of
changes in government policy on jet fuel production, transportation and
marketing make it impossible to predict the future availability of jet fuel.
If there were major reductions in the availability of jet fuel, American's
business would be adversely affected.
FREQUENT FLYER PROGRAM
American established the AAdvantage frequent flyer program (AAdvantage) to
develop passenger loyalty by offering awards to travelers for their continued
patronage. AAdvantage members earn mileage credits for flights on American,
American Eagle and certain other participating airlines, or by utilizing
services of other program participants, including hotels, car rental companies
and bank credit card issuers. American sells mileage credits and related
services to the other companies participating in the program. American
reserves the right to change the AAdvantage program rules, regulations, travel
awards and special offers at any time without notice. American may initiate
changes impacting, for example, participant affiliations, rules for earning
mileage credit, mileage levels and awards, blackout dates and limited seating
for travel awards, and the features of special offers. American reserves the
right to end the AAdvantage program with six months notice.
Mileage credits can be redeemed for free, discounted or upgraded
travel on American, American Eagle or participating airlines, or for other
travel industry awards. Once a member accrues sufficient mileage for an award,
the member may request an award certificate from American. Award certificates
may be redeemed up to one year after issuance. Most travel awards are subject
to blackout dates and capacity controlled seating. All miles earned after July
1989 must be redeemed within three years or they expire.
9
<PAGE> 11
American accounts for its frequent flyer obligation on an accrual
basis using the incremental cost method. American's frequent flyer liability
is accrued each time a member accumulates sufficient mileage in his or her
account to claim the lowest level of free travel award (25,000 miles) and such
award is expected to be used for free travel. American includes fuel, food,
and reservations/ticketing costs, but not a contribution to overhead or profit,
in the calculation of incremental cost. The cost for fuel is estimated based
on total fuel consumption tracked by various categories of markets, with an
amount allocated to each passenger. Food costs are tracked by market category,
with an amount allocated to each passenger. Reservation/ticketing costs are
based on the total number of passengers, including those traveling on free
awards, divided into American's total expense for these costs. American defers
the portion of revenues received from companies participating in the AAdvantage
program related to the sale of mileage credits and recognizes such revenues
over a period approximating the period during which the mileage credits are
used.
At December 31, 1997 and 1996, American estimated that approximately
5.6 million and 5.3 million free travel awards, respectively, were eligible for
redemption. At December 31, 1997 and 1996, American estimated that
approximately 4.8 million and 4.5 million free travel awards, respectively,
were expected to be redeemed for free travel. In making this estimate,
American has excluded mileage in inactive accounts, mileage related to accounts
that has not yet reached the lowest level of free travel award, and mileage in
active accounts that has reached the lowest level of free travel award but
which is not expected to ever be redeemed for free travel. The liability for
the program mileage that has reached the lowest level of free travel award and
is expected to be redeemed for free travel and deferred revenues for mileage
credits sold to others participating in the program was $628 million and $469
million, representing 11.2 percent and 8.4 percent of AMR's total current
liabilities at December 31, 1997 and 1996, respectively.
The number of free travel awards used for travel on American during
the years ended December 31, 1997, 1996 and 1995, was approximately 2.2 million
each year, representing 8.6 percent of total revenue passenger miles at
December 31, 1997 and 8.4 percent at December 31, 1996 and 1995. American
believes displacement of revenue passengers is minimal given American's load
factors, its ability to manage frequent flyer seat inventory, and the
relatively low ratio of free award usage to revenue passenger miles.
OTHER MATTERS
SEASONALITY AND OTHER FACTORS The Airline Group's results of operations for
any interim period are not necessarily indicative of those for the entire year,
since the air transportation business is subject to seasonal fluctuations.
Higher demand for air travel has traditionally resulted in more favorable
operating results for the second and third quarters of the year than for the
first and fourth quarters.
The results of operations in the air transportation business have also
significantly fluctuated in the past in response to general economic
conditions. In addition, fare initiatives, fluctuations in fuel prices, labor
actions and other factors could impact this seasonal pattern. Unaudited
quarterly financial data for the two-year period ended December 31, 1997, is
included in Note 17 to the consolidated financial statements.
No material part of the business of AMR and its subsidiaries is
dependent upon a single customer or very few customers. Consequently, the loss
of the Company's largest few customers would not have a materially adverse
effect upon AMR.
INSURANCE American carries insurance for public liability, passenger
liability, property damage and all-risk coverage for damage to its aircraft, in
amounts which, in the opinion of management, are adequate.
OTHER GOVERNMENT MATTERS In time of war or during an unlimited national
emergency or civil defense emergency, American and other major air carriers may
be required to provide airlift services to the Military Airlift Command under
the Civil Reserve Air Fleet program.
10
<PAGE> 12
ITEM 2. PROPERTIES
FLIGHT EQUIPMENT
Owned and leased aircraft operated by AMR's subsidiaries at December 31, 1997,
included:
<TABLE>
<CAPTION>
Weighted-
Average
Equipment Type Current Seating Capital Operating Age
Capacity Owned Leased Leased Total (Years)
- ----------------------------------- ------------------ -------------- ---------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
JET AIRCRAFT
Airbus A300-600R 192/266/267 10 - 25 35 8
Boeing 727-200 150 65 14 - 79 21
Boeing 757-200 188 50 9 31 90 6
Boeing 767-200 172 8 - - 8 15
Boeing 767-200 Extended Range 165 9 13 - 22 12
Boeing 767-300 Extended Range 207 16 15 10 41 7
Fokker 100 97 66 5 4 75 5
McDonnell Douglas DC-10-10 237/290/297 13 - - 13 20
McDonnell Douglas DC-10-30 271/282 4 1 - 5 23
McDonnell Douglas MD-11 238/255 13 - - 13 5
McDonnell Douglas MD-80 139 119 25 116 260 10
------ ------ ------ ------ ------
Total 373 82 186 641 10
====== ====== ====== ====== ======
REGIONAL AIRCRAFT
ATR 42 46 28 2 16 46 8
Super ATR 64/66 35 - 3 38 4
Saab 340B 34 29 61 - 90 6
Saab 340B Plus 34 - - 25 25 2
------ ------ ------ ------ ------
Total 92 63 44 199 5
====== ====== ====== ====== ======
</TABLE>
For information concerning the estimated useful lives and residual
values for owned aircraft, lease terms for leased aircraft, and amortization
relating to aircraft under capital leases, see Notes 1 and 4 to the
consolidated financial statements.
In April 1995, American announced an agreement to sell 12 of its
McDonnell Douglas MD-11 aircraft to Federal Express Corporation (FedEx). In
addition, in March 1998, the Company exercised its option to sell its
remaining seven MD-11 aircraft to FedEx. Six aircraft had been delivered as of
December 31, 1997. The remaining 13 aircraft will be delivered between 1998
and 2003.
11
<PAGE> 13
Lease expirations for leased aircraft operated by AMR's
subsidiaries and included in the preceding table as of December 31, 1997,
were:
<TABLE>
<CAPTION>
2003
and
Equipment Type 1998 1999 2000 2001 2002 Thereafter
- ------------------------------ ------ ------ ------ ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C>
JET AIRCRAFT
Airbus A300-600R - - - - - 25
Boeing 727-200 - 2 4 8 - -
Boeing 757-200 - - 2 2 2 34
Boeing 767-200 Extended Range - - - - - 13
Boeing 767-300 Extended Range - - 8 - 1 16
Fokker 100 - - - 2 3 4
McDonnell Douglas DC-10-30 - - - 1 - -
McDonnell Douglas MD-80 - - 3 9 14 115
------ ------ ------ ------ ------ ------
- 2 17 22 20 207
====== ====== ====== ====== ====== ======
REGIONAL AIRCRAFT
ATR 42 - 3 4 - - 3
Saab 340B - - - - - 61
------ ------ ------ ------ ------ ------
- 3 4 - - 64
====== ====== ====== ====== ====== ======
</TABLE>
The table excludes leases for 25 Saab 340B Plus aircraft, eight ATR 42
aircraft, and three Super ATR aircraft which can be canceled with twelve months
or less notice with certain restrictions.
Substantially all of the Airline Group's aircraft leases include an
option to purchase the aircraft or to extend the lease term, or both, with the
purchase price or renewal rental to be based essentially on the market value of
the aircraft at the end of the term of the lease or at a predetermined fixed
amount.
GROUND PROPERTIES
American leases, or has built as leasehold improvements on leased property,
most of its airport and terminal facilities; certain corporate office,
maintenance and training facilities in Fort Worth, Texas; its principal
overhaul and maintenance base at Tulsa International Airport, Tulsa, Oklahoma;
its regional reservation offices; and local ticket and administration offices
throughout the system. American has entered into agreements with the Tulsa
Municipal Airport Trust; the Alliance Airport Authority, Fort Worth, Texas; and
the Dallas/Fort Worth, Chicago O'Hare, Raleigh/Durham, Nashville, San Juan, New
York, and Los Angeles airport authorities to provide funds for constructing,
improving and modifying facilities and acquiring equipment which are or will be
leased to American. American also utilizes public airports for its flight
operations under lease or use arrangements with the municipalities or
governmental agencies owning or controlling them and leases certain other
ground equipment for use at its facilities.
The Company's data center is located in an underground facility in
Tulsa, Oklahoma (the Data Center). The land on which the Data Center is
located is leased from the Tulsa Airport Improvements Trust. SABRE and the
Company's data processing services are dependent on the central computer
operations and information processing facility located in the Data Center.
For information concerning the estimated lives and residual values for
owned ground properties, lease terms and amortization relating to ground
properties under capital leases, and acquisitions of ground properties, see
Notes 1, 3 and 4 to the consolidated financial statements.
12
<PAGE> 14
ITEM 3. LEGAL PROCEEDINGS
In January 1985, American announced a new fare category, the "Ultimate
SuperSaver," a discount, advance purchase fare that carried a 25 percent
penalty upon cancellation. On December 30, 1985, a class action lawsuit was
filed in Circuit Court, Cook County, Illinois entitled Johnson vs. American
Airlines, Inc. The Johnson plaintiffs allege that the 10 percent federal
excise transportation tax should have been excluded from the "fare" upon which
the 25 percent penalty was assessed. Summary judgment was granted in favor of
American but subsequently reversed and vacated by the Illinois Appellate Court.
In August 1997, the Court denied the plaintiffs' motion for class
certification. American is vigorously defending the lawsuit.
In connection with its frequent flyer program, American was sued in
two cases (Wolens et al v. American Airlines, Inc. and Tucker v. American
Airlines, Inc.) seeking class action certification that were consolidated and
are currently pending in the Circuit Court of Cook County, Illinois. The
litigation arises from certain changes made to American's AAdvantage frequent
flyer program in May 1988 which limited the number of seats available to
participants traveling on certain awards and established blackout dates during
which no AAdvantage seats would be available for certain awards. In the
consolidated action, the plaintiffs allege that these changes breached
American's contract with AAdvantage members, seek money damages for the alleged
breach and attorney's fees and seek to represent all persons who joined the
AAdvantage program before May 1988 and accrued mileage credits before the seat
limitations were introduced. The complaint originally asserted several state
law claims, however only the plaintiffs' breach of contract claim remains after
the U. S. Supreme Court ruled that federal law preempted the other claims.
Although the case has been pending for numerous years, it still is in its
preliminary stages. The court has not ruled as to whether the case should be
certified as a class action. American is vigorously defending the lawsuit.
Gutterman et al. v. American Airlines, Inc. is also pending in the
Circuit Court of Cook County, Illinois, arising from an announced increase in
AAdvantage mileage credits required for free travel. In December 1993,
American announced that the number of miles required to claim a certain travel
award under American's AAdvantage frequent flyer program would be increased
effective February 1, 1995, giving rise to the Gutterman litigation filed on
that same date. The Gutterman plaintiffs claim that the announced increase in
award mileage level violated the terms and conditions of the agreement between
American and AAdvantage members. The plaintiffs seek class certification of
this action, although the court has yet to rule on the issue. To date, only
limited discovery has been undertaken. American is vigorously defending the
lawsuit.
On October 22, 1997, federal agents executed a search warrant at
American's Miami facilities. American has learned that a federal grand jury is
investigating whether American handled hazardous materials and processed
courier shipments, cargo and excess baggage in accordance with applicable laws
and regulations. In connection with this investigation, American has been
served with a subpoena calling for the production of documents relating to the
handling of courier shipments, cargo, excess baggage and hazardous materials.
American has produced documents responsive to the subpoena and intends to
cooperate fully with the government's investigation.
13
<PAGE> 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders during
the last quarter of its fiscal year ended December 31, 1997.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of AMR as of December 31, 1997, were:
Robert L. Crandall Mr. Crandall was elected Chairman and Chief
Executive Officer of AMR and American in March
1985. He has been President of AMR since its
formation in 1982 and served as President of
American from 1980 to March 1995. Age 62.
Donald J. Carty Mr. Carty was elected President of American in
March 1995 and Executive Vice President of AMR in
October 1989. Except for two years service as
President of Canadian Pacific Air between March
1985 and March 1987, he has been with the Company
in various finance and planning positions since
1978. Age 51.
Gerard J. Arpey Mr. Arpey was elected Chief Financial Officer in
March 1995 and Senior Vice President in April 1992.
Prior to that, he served as Vice President of
American since October 1989. Age 39.
Anne H. McNamara Mrs. McNamara was elected Senior Vice President
and General Counsel in June 1988. She had served
as Vice President - Personnel Resources of
American from January 1988 through May 1988. She
was elected Corporate Secretary of AMR in 1982 and
American in 1979 and held those positions through
1987. Age 50.
Charles D. MarLett Mr. MarLett was elected Corporate Secretary in
January 1988. He joined American as an attorney
in June 1984. Age 43.
There are no family relationships among the executive officers of the
Company named above.
There have been no events under any bankruptcy act, no criminal
proceedings, and no judgments or injunctions material to the evaluation of the
ability and integrity of any director or executive officer during the past five
years.
14
<PAGE> 16
PART II
- --------------------------------------------------------------------------------
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the New York Stock Exchange (symbol
AMR). The approximate number of record holders of the Company's common stock
at March 9, 1998, was 14,138.
The range of closing market prices for AMR's common stock on the New
York Stock Exchange was:
<TABLE>
<CAPTION>
1997 1996
----------------------------- -----------------------
High Low High Low
---------- -------- -------- --------
<S> <C> <C> <C> <C>
QUARTER ENDED
March 31 $ 88 1/8 $ 78 3/4 $ 92 3/4 $ 68 5/8
June 30 102 81 96 3/4 86 1/2
September 30 116 1/4 92 5/8 91 1/8 76 3/4
December 31 131 13/16 110 1/2 93 79 3/8
</TABLE>
No cash dividends on common stock were declared for any period during
1997 or 1996. Payment of dividends is subject to the restrictions described in
Note 5 to the consolidated financial statements.
15
<PAGE> 17
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
(in millions, except per share amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Total operating revenues $18,570 $17,753 $16,910 $16,137 $15,816
Operating income 1,926 1,839 1,015 1,006 690
Earnings (loss) before
extraordinary loss 985 1,105 191 228 (96)
Net earnings (loss) 985 1,016 162 228 (110)
Earnings (loss) per common
share before extraordinary
loss and effect of preferred
stock exchange:(1/2)
Basic 11.05 12.83 2.51 2.27 (2.05)
Diluted 10.78 12.15 2.49 2.27 (2.05)
Net earnings (loss) per
common share:
Basic 11.05 11.80 2.13 4.51 (2.24)
Diluted 10.78 11.19 2.11 4.51 (2.24)
Total assets 20,915 20,497 19,556 19,486 19,326
Long-term debt, less current
maturities 2,260 2,752 4,983 5,603 5,431
Obligations under capital
leases, less current
obligations 1,629 1,790 2,069 2,275 2,123
Obligation for postretirement
benefits 1,579 1,530 1,439 1,254 1,090
</TABLE>
(1) The earnings per share computation for the twelve months ended
December 31, 1994 includes a $171 million non-cash increase in
additional paid-in-capital resulting from the exchange of outstanding
convertible preferred stock into subordinated convertible debt.
(2) The earnings per share amounts prior to 1997 have been restated as
required to comply with Statement of Financial Accounting Standards No.
128, "Earnings Per Share".
No dividends were declared on common shares during any of the periods
above.
Information on the comparability of results is included in
Management's Discussion and Analysis and the notes to the consolidated
financial statements.
16
<PAGE> 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AMR was incorporated in October 1982. AMR's principal subsidiary, American
Airlines, Inc., was founded in 1934. For financial reporting purposes, AMR's
operations fall within three major lines of business: the Airline Group, The
SABRE Group and the Management Services Group.
AIRLINE GROUP
The Airline Group consists primarily of American's Passenger and Cargo
divisions and AMR Eagle Holding Corporation, a separate subsidiary of AMR.
AMERICAN'S PASSENGER DIVISION is one of the largest scheduled passenger
airlines in the world. At the end of 1997, American provided scheduled jet
service to more than 165 destinations throughout North America, the Caribbean,
Latin America, Europe and the Pacific.
AMERICAN'S CARGO DIVISION is one of the largest scheduled air freight carriers
in the world. It provides a full range of freight and mail services to
shippers throughout the airline's system. In addition, through cooperative
agreements with other carriers, it has the ability to transport shipments to
virtually any country in the world.
AMR EAGLE HOLDING CORPORATION (AMR EAGLE) owns the four regional airlines which
operate as "American Eagle" -- Executive Airlines, Inc., Flagship Airlines,
Inc., Simmons Airlines, Inc. and Wings West Airlines, Inc. The American Eagle
carriers provide connecting service from six of American's high-traffic cities
to smaller markets throughout the United States, Canada, the Bahamas and the
Caribbean.
In January 1998, AMR Eagle Holding Corporation announced plans to
merge the four regional airlines into a single carrier - "American Eagle
Airlines, Inc." The transaction will occur in phases beginning in May 1998 and
is expected to be complete by the end of 1998.
THE SABRE GROUP
The SABRE Group is a world leader in the electronic distribution of travel
through its proprietary travel reservation and information system, SABRE(R),
and is the largest electronic distributor of travel in North America. In
addition, The SABRE Group is a leading provider of information technology
solutions to the travel and transportation industry and fulfills substantially
all of the data processing, network and distributed systems needs of American
and AMR's other subsidiaries, Canadian Airlines International Limited and other
customers.
ELECTRONIC TRAVEL DISTRIBUTION SABRE and other global distribution systems
are the principal means of air travel distribution in the United States and a
growing means of air travel distribution internationally. Through SABRE, travel
agencies, corporate travel departments and individual consumers can access
information on - and book reservations with - airlines and other providers of
travel and travel-related products and services. As of December 31, 1997,
travel agencies with more than 30,000 locations in over 70 countries on six
continents subscribed to SABRE. SABRE subscribers are able to make
reservations with more than 400 airlines, more than 50 car rental companies and
more than 200 hotel companies covering approximately 39,000 hotel properties
worldwide.
During 1997, more airline bookings in North America were made through
SABRE than through any other global distribution system. The SABRE Group is
actively involved in marketing SABRE internationally either directly or through
joint venture or distributorship arrangements. The SABRE Group's global
marketing partners principally include foreign airlines that have strong
relationships with travel agents in such airlines' primary markets and entities
that operate smaller global distribution systems or other travel-related
network services. In 1997, approximately 67.3 percent of The SABRE Group's
revenue was generated by the electronic distribution of travel, primarily
through booking fees paid by associates.
In February 1998, The SABRE Group signed long-term agreements with
ABACUS International Holdings Ltd. which created a Singapore-based joint
venture company to manage travel distribution in the Asia-Pacific
17
<PAGE> 19
region. The SABRE Group owns 35 percent of the joint venture company, called
ABACUS International Ltd., and provides it with transaction processing on the
SABRE computer reservations system.
INFORMATION TECHNOLOGY SOLUTIONS The SABRE Group is a leading provider of
solutions to the travel and transportation industry. The SABRE Group employs
its airline technology expertise to offer technology solutions to other
industries that face similar complex operations issues, including the airport,
railroad, logistics and hospitality industries. The solutions offered by The
SABRE Group include software development and product sales, transactions
processing and consulting, as well as comprehensive information technology
outsourcing, which bundles traditional data center, network and distributed
systems management with industry-specific software applications and custom
development. In addition, pursuant to information technology services
agreements, The SABRE Group provides substantially all of the data processing,
network and distributed systems needs of American and AMR's other subsidiaries,
Canadian Airlines International Limited and other customers. In 1997,
approximately 32.7 percent of The SABRE Group's revenue was generated by the
provision of information technology solutions.
In January 1998, The SABRE Group completed the execution of a 25 year,
multi-billion dollar technology agreement with US Airways, Inc. to provide
substantially all of US Airways' information technology services. The
agreement covers the management and operation of US Airways' systems and
information technology services, including the migration or conversion of US
Airways' legacy systems to The SABRE Group systems by mid-1999.
MANAGEMENT SERVICES GROUP
The Management Services Group consists of four direct or indirect subsidiaries
of AMR -- AMR Global Services Corporation, Americas Ground Services, Inc.
(AGS), AMR Investment Services, Inc. and Airline Management Services, Inc.
(AMS).
AMR GLOBAL SERVICES CORPORATION manages five operating units: AMR Services
(formerly known as AMR Airline Services), AMR Combs, AMR Global Logistics,
TeleService Resources (TSR) and the AMR Training Group. AMR Services provides
a full range of aviation services, including ramp, passenger and cargo handling
services, as well as aircraft and equipment maintenance, fueling, general sales
representation, flight dispatch and management services for more than 200
airlines and airport authorities at approximately 65 locations throughout North
America, Europe and Asia. AMR Combs, the executive aviation services division
of AMR Global Services, is a premier corporate aviation services network of 14
facilities in major business centers in the United States, Mexico and Asia.
AMR Global Logistics serves the logistics marketplace and specializes in
logistics management, contract warehousing, trucking and multi-modal freight
forwarding services. TSR provides comprehensive call center management
services including inbound and outbound telemarketing, as well as reservation
services for certain air carriers and a wide range of non-airline Fortune 500
clients. The AMR Training Group operates the American Airlines Training &
Conference Center and provides a wide variety of training services to American
and a number of other corporate clients.
AGS provides airline ground and cabin service handling at 10 locations in seven
countries in the Caribbean and Central and South America.
AMR INVESTMENT SERVICES, INC. serves as an investment advisor to AMR and other
institutional investors. It also manages the American AAdvantage Funds, which
have both institutional shareholders -- including pension funds, financial
advisors, corporations and banks -- and individual shareholders. As of
December 31, 1997, AMR Investment Services was responsible for management of
approximately $18.4 billion in assets, including direct management of
approximately $6 billion in short-term investments.
AMS was formed in 1994 to manage the Company's service contracts with other
airlines such as the agreement to provide a variety of management, technical
and administrative services to Canadian Airlines International Limited which
the Company signed in 1994.
18
<PAGE> 20
RESULTS OF OPERATIONS
SUMMARY AMR's net earnings in 1997 were $985 million, or $11.05 per common
share ($10.78 diluted). The Company's results were adversely affected by a
brief strike and the strike threat from members of the Allied Pilots
Association (APA) during the first quarter of 1997, which negatively impacted
the Company's net earnings by an estimated $70 million, and the reinstatement
of the airline transportation tax in March of 1997.
AMR's net earnings in 1996 were $1.0 billion, or $11.80 per common
share ($11.19 diluted). In the fourth quarter of 1996, the Company recorded a
$497 million gain related to the initial public offering of The SABRE Group and
a $251 million charge ($230 million after tax) associated with the Company's
relationship with Canadian Airlines International Limited (Canadian). AMR also
recorded a $26 million charge ($16 million after tax) in the fourth quarter of
1996 to write down the value of aircraft interiors the Company planned to
refurbish. To reduce interest expense, the Company repurchased and/or retired
prior to scheduled maturity approximately $1.1 billion in face value of long-
term debt and capital lease obligations. These long-term debt and capital
lease transactions resulted in an extraordinary loss of $136 million ($89
million after tax) in 1996. Excluding these special items, totaling $162
million after tax, net earnings were $854 million.
BUSINESS SEGMENTS The SABRE Group has significant transactions with American
and the Airline Group. In the second quarter of 1996, American and The SABRE
Group completed the negotiation of a new technology services agreement pursuant
to which The SABRE Group performs data processing and solutions services for
American. This agreement reflected the downward trend in market prices for
data processing services. Additionally, the two companies completed
negotiations on new agreements covering the provision of air travel and certain
marketing services by American to The SABRE Group. The parties agreed to apply
the financial terms of these agreements as of January 1, 1996, which is
reflected in the reporting segments' financial highlights noted below.
The following sections provide a discussion of AMR's results by
reporting segment. The gain on the sale of stock by a subsidiary of $497
million in 1996 and minority interest expense of $36 million and $2 million in
1997 and 1996, respectively, have not been allocated to a reporting segment.
Additional segment information is included in Note 16 to the consolidated
financial statements.
19
<PAGE> 21
AIRLINE GROUP
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(dollars in millions)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
REVENUES
Passenger - American Airlines, Inc. $ 14,310 $ 13,645 $ 13,134
- AMR Eagle 1,017 1,047 976
Cargo 687 682 677
Other 889 837 714
--------- --------- ---------
16,903 16,211 15,501
OPERATING EXPENSES
Wages, salaries and benefits 5,480 5,191 5,082
Aircraft fuel 1,923 1,936 1,623
Commissions to agents 1,278 1,252 1,293
Depreciation and amortization 1,038 1,018 1,070
Maintenance materials and repairs 861 686 632
Other operating expenses 4,754 4,686 4,704
Restructuring costs -- -- 533
--------- --------- ---------
Total operating expenses 15,334 14,769 14,937
--------- --------- ---------
OPERATING INCOME 1,569 1,442 564
OTHER EXPENSE (266) (428) (650)
--------- --------- ---------
EARNINGS (LOSS) BEFORE INCOME TAXES
AND EXTRAORDINARY LOSS $ 1,303 $ 1,014 $ (86)
========= ========= =========
Average number of equivalent employees 90,600 88,900 89,400
OPERATING STATISTICS
AMERICAN AIRLINES JET OPERATIONS
Revenue passenger miles (millions) 107,026 104,710 102,918
Available seat miles (millions) 153,917 152,886 155,337
Cargo ton miles (millions) 2,032 2,028 2,046
Passenger load factor 69.5% 68.5% 66.3%
Breakeven load factor excluding special charges 61.0% 60.2% 59.6%
Passenger revenue yield per passenger mile (cents) 13.37 13.03 12.76
Passenger revenue per available seat mile (cents) 9.30 8.92 8.46
Cargo revenue yield per ton mile (cents) 33.78 33.14 32.64
Operating expenses excluding special charges
per available seat mile (cents) 9.27 8.91 8.57
Operating aircraft at year-end 641 642 635
AMR EAGLE
Revenue passenger miles (millions) 2,553 2,590 2,492
Available seat miles (millions) 4,218 4,431 4,488
Passenger load factor 60.5% 58.5% 55.5%
Operating aircraft at year-end 199 205 261
</TABLE>
20
<PAGE> 22
REVENUES
1997 COMPARED TO 1996 Airline Group revenues of $16.9 billion in 1997 were up
$692 million, or 4.3 percent, versus 1996. American's passenger revenues
increased 4.9 percent, or $665 million. The increase in passenger revenues
resulted from a 2.6 percent increase in passenger yield (the average amount one
passenger pays to fly one mile) from 13.03 to 13.37 cents and a 2.2 percent
increase in passenger traffic. For the year, domestic yields increased 1.8
percent, Latin American yields increased 4.5 percent, European yields increased
3.8 percent and Pacific yields increased 1.0 percent. In 1997, American
derived 69 percent of its passenger revenues from domestic operations and 31
percent from international operations.
American's domestic traffic increased 2.0 percent to 74.3 billion
revenue passenger miles (RPMs), while domestic capacity, as measured by
available seat miles (ASMs), increased 0.8 percent. International traffic grew
2.6 percent to 32.7 billion RPMs on a capacity increase of 0.4 percent. The
increase in international traffic was led by a 7.2 percent increase in Latin
America on capacity growth of 5.5 percent. This increase was partially offset
by a 1.7 percent decrease in the Pacific on a capacity decline of 2.9 percent
and a 1.5 percent decrease in Europe on a capacity decline of 5.3 percent,
primarily due to the cancellation of several routes during 1997.
The Airline Group benefited from several external factors in 1997.
First, a healthy U.S. economy produced strong demand for air travel. Second,
industry capacity grew at a more modest rate than demand, which led to higher
industry load factors and a healthy pricing environment. However, these
benefits were adversely impacted by a brief strike and the strike threat by
members of the APA during the first quarter of 1997, which negatively impacted
the Company's net earnings by an estimated $70 million.
1996 COMPARED TO 1995 Airline Group revenues of $16.2 billion in 1996 were up
$710 million, or 4.6 percent, versus 1995. American's passenger revenues
increased 3.9 percent, or $511 million. The increase in passenger revenues
resulted primarily from a 2.1 percent increase in passenger yield from 12.76 to
13.03 cents and a 1.7 percent increase in passenger traffic. For the year,
domestic yields increased 2.6 percent, Latin American yields increased 0.2
percent and European yields increased 3.1 percent, while Pacific yields
decreased 10.5 percent. The decline in Pacific yields was primarily due to the
foreign exchange impact of the weaker yen. In 1996, American derived 69.6
percent of its passenger revenues from domestic operations and 30.4 percent from
international operations.
American's domestic traffic increased 2.3 percent to 72.9 billion
RPMs, while domestic capacity, as measured by ASMs, decreased 1.7 percent.
International traffic grew 0.4 percent to 31.8 billion RPMs on a capacity
decline of 1.2 percent. The increase in international traffic was led by a 5.0
percent increase in Latin America on capacity growth of 3.9 percent, offset by
a 3.9 percent decrease in Europe on a capacity decline of 6.4 percent.
The Airline Group benefited from a number of external factors in 1996.
First, a healthy U.S. economy produced strong demand for air travel. Second,
industry capacity grew at a more modest rate, which led to higher industry load
factors and a healthy pricing environment. And third, U.S. carriers benefited
from an eight-month lapse in the application of the 10 percent excise tax on
airline tickets.
The AMR Eagle carriers' passenger revenues increased by 7.3 percent or
$71 million. Traffic on the AMR Eagle carriers increased 3.9 percent to 2.6
billion RPMs, while capacity decreased 1.3 percent. Passenger yield increased
3.2 percent, in part due to the significant changes made to AMR Eagle's fleet
and route network to increase efficiency. These changes included closing its
Nashville hub and 33 other stations, and grounding 54 aircraft, primarily 19-
seat Jetstream aircraft. In the first quarter of 1995, AMR Eagle redeployed
its fleet of ATR aircraft in response to the FAA's temporary restrictions on
the operation of ATR aircraft in known or forecast icing conditions. The fleet
disruption adversely impacted AMR Eagle's results in the first and second
quarters of 1995.
Other revenues increased 17.2 percent, or $123 million, primarily as a
result of an increase in aircraft maintenance work and airport ground services
performed by American for other airlines and increased employee travel service
charges. The remaining portion of the increase was attributable to the growth
in passenger traffic.
21
<PAGE> 23
OPERATING EXPENSES
1997 COMPARED TO 1996 Airline Group operating expenses of $15.3 billion in
1997 were up $565 million, or 3.8 percent, versus 1996. American's Jet
Operations cost per ASM increased 4.0 percent to 9.27 cents.
Wages, salaries and benefits increased $289 million, or 5.6 percent,
due primarily to an increase in the average number of equivalent employees,
contractual wage rate and seniority increases that are built into the Company's
labor contracts, including a three percent rate increase granted to pilots
effective August 31, 1997, and an increase in the provision for profit sharing.
Fuel expense decreased $13 million, or 0.7 percent, due to a 1.6
percent decrease in American's average price per gallon, including taxes,
partially offset by a 1.4 percent increase in American's fuel consumption.
Commissions to agents increased 2.1 percent, or $26 million, due
primarily to increased passenger revenues. This increase was offset by changes
in the Company's travel agency commission payment structure implemented in
September 1997 which lowered the base commission paid to travel agents from 10
percent to eight percent on all tickets purchased in the U.S. and Canada for
both domestic and international travel.
Maintenance materials and repairs expense increased 25.5 percent, or
$175 million, due to an increase in airframe and engine maintenance check
volumes at American's maintenance bases as a result of the maturing of its
fleet.
Other operating expenses increased $68 million, or 1.5 percent, due
primarily to an increase in outsourced services, additional airport security
requirements, and higher costs, such as credit card fees, resulting from higher
passenger revenues. Other operating expenses in 1996 included a $26 million
charge to write down the value of aircraft interiors.
1996 COMPARED TO 1995 Airline Group operating expenses in 1995 included
restructuring costs of $533 million, related to the cost of future pension and
other postretirement benefits for voluntary early retirement programs offered
in conjunction with renegotiated labor contracts covering members of the TWU
and the APFA, as well as provisions for the write-down of certain DC-10
aircraft and the planned retirement of certain turboprop aircraft, and other
restructuring activities. Excluding the restructuring costs, the Airline
Group's operating expenses increased 2.5 percent, or $365 million. American's
capacity decreased 1.6 percent to 152.9 billion ASMs. As a result, American's
Jet Operations cost per ASM, excluding restructuring costs in 1995 and the
write-down of aircraft interiors in 1996, increased 4.0 percent to 8.91 cents.
Despite a 0.6 percent decrease in the average number of equivalent
employees, wages, salaries and benefits expense rose 2.1 percent, or $109
million. The increase was due primarily to contractual wage rate and seniority
increases that are built into the Company's labor contracts and an increase in
the provision for profit sharing.
Fuel expense increased 19.3 percent, or $313 million, due to a 19.9
percent increase in American's average price per gallon, including the 4.3
cents per gallon domestic fuel tax imposed on the airline industry since
October 1995.
Commissions to agents decreased 3.2 percent, or $41 million, due
principally to a reduction in average rates paid to agents attributable
primarily to the change in commission structure implemented in February 1995,
partially offset by commissions on increased passenger revenues.
Maintenance materials and repairs expense increased 8.5 percent, or
$54 million, primarily due to five additional aircraft check lines added at
American's maintenance bases in 1996 as a result of the maturing of its fleet.
Other operating expenses, consisting of aircraft rentals, other
rentals and landing fees, food service costs and miscellaneous operating
expenses, decreased 0.4 percent, or $18 million. Aircraft rentals decreased
8.2 percent, or $55 million, primarily as a result of American's decision to
prepay the cancelable operating leases it had on 12 of its Boeing 767-300
aircraft during June and July 1996. Following the prepayments, these aircraft
have been accounted for as capital leases and the related costs included in
amortization expense. Miscellaneous
22
<PAGE> 24
operating expenses (including outsourced services, data processing services,
booking fees, credit card fees, crew travel expenses, advertising and
communications costs) increased by 1.3 percent, or $33 million, including a $26
million charge in 1996 to write down the value of aircraft interiors American
planned to refurbish.
OTHER EXPENSE
Other expense consists of interest income and expense, interest capitalized and
miscellaneous - net.
1997 COMPARED TO 1996 Interest expense, net of amounts capitalized, decreased
20.7 percent, or $105 million, due primarily to scheduled debt repayments and
the repurchase and/or retirement prior to scheduled maturity of approximately
$469 million and $1.1 billion of long-term debt in 1997 and 1996, respectively,
and a reduction of $850 million of American's long-term debt owed to AMR as a
part of the reorganization of The SABRE Group. Also, in 1996, the Company's
convertible debentures were converted into AMR common stock, resulting in an
$834 million decrease in long-term debt. Interest income increased
approximately 29.1 percent, or $30 million, due primarily to higher investment
balances. Miscellaneous - net for 1996 included a $21 million provision for a
cash payment representing American's share of a multi-carrier travel agency
class action litigation settlement.
1996 COMPARED TO 1995 Interest expense, net of amounts capitalized, decreased
25.2 percent, or $171 million, due primarily to scheduled debt repayments and
the repurchase and/or retirement prior to scheduled maturity of approximately
$1.1 billion in long-term debt in 1996 and a reduction of $850 million of
American's long-term debt owed to AMR as a part of the reorganization of The
SABRE Group. Also, the Company's convertible debentures were converted into
common stock of AMR in May 1996, resulting in an $834 million decrease in long-
term debt and a $43 million reduction in interest expense from 1995 to 1996.
Interest income increased $29 million, or 39.2 percent, due primarily to higher
investment balances. Miscellaneous - net for 1996 included a $21 million
provision for a cash payment representing American's share of a multi-carrier
travel agency class action litigation settlement. Miscellaneous - net for 1995
included a $41 million charge related to the loss of an aircraft operated by
American.
23
<PAGE> 25
THE SABRE GROUP
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(dollars in millions)
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
REVENUES $ 1,784 $ 1,622 $ 1,529
OPERATING EXPENSES 1,476 1,295 1,149
------- ------- -------
OPERATING INCOME 308 327 380
OTHER INCOME (EXPENSE) 16 (21) (10)
------- ------- -------
EARNINGS BEFORE INCOME TAXES $ 324 $ 306 $ 370
======= ======= =======
Average number of equivalent employees 8,500 7,900 7,300
</TABLE>
REVENUES
1997 COMPARED TO 1996 Revenues for The SABRE Group increased 10.0 percent, or
$162 million. Electronic travel distribution revenues increased approximately
$99 million, or 8.9 percent, primarily due to growth in booking fees. The
growth in booking fees was due to an increase in booking volumes primarily
attributable to international expansion in Europe and Latin America and an
overall increase in the price per booking charged to associates. Revenues from
information technology solutions increased approximately $63 million, or 12.1
percent. Revenues from unaffiliated customers increased approximately $39
million due to an increase in software development, consulting and software
license fee revenues. Revenues from other AMR units increased $24 million due
to an increase in software development revenue and data processing volumes
offset by a decrease in data network revenue from the sale, in July 1996, of
data network equipment to a third party which began direct billing certain
items to American.
1996 COMPARED TO 1995 Revenues for The SABRE Group increased 6.1 percent, or
$93 million. Electronic travel distribution revenues increased approximately
$95 million, or 9.4 percent, primarily due to growth in booking fees from
associates. This growth was driven by an increase in booking volumes partially
attributable to international expansion in Europe and Latin America, an overall
increase in the price per booking charged to associates and a migration of
associates to higher participation levels within SABRE. Revenues from
information technology solutions decreased approximately $2 million. Revenues
from unaffiliated customers increased approximately $27 million, offset by a
decrease in revenues from such services provided to other AMR units of $29
million primarily due to application of the financial terms of the technology
services agreement signed with American in 1996.
OPERATING EXPENSES
1997 COMPARED TO 1996 Operating expenses increased 14.0 percent, or $181
million, due primarily to increases in salaries, benefits and employee related
costs and subscriber incentive expenses. Salaries, benefits and employee
related costs increased due to an increase in the average number of equivalent
employees necessary to support The SABRE Group's revenue growth and wage and
salary increases for existing employees. Subscriber incentive expenses
increased in order to maintain and expand The SABRE Group's travel agency
subscriber base.
1996 COMPARED TO 1995 Operating expenses increased 12.7 percent, or $146
million, due primarily to increases in salaries and benefits and subscriber
incentive expenses. Salaries and benefits increased due to an increase of
approximately eight percent in the average number of equivalent employees
necessary to support The SABRE Group's revenue growth and wage and salary
increases for existing employees. Subscriber incentive expenses increased in
order to maintain and grow The SABRE Group's customer base. Additionally, the
new agreements with American covering air travel and certain marketing services
and other changes resulting from the Reorganization increased operating
expenses in 1996.
24
<PAGE> 26
OTHER INCOME (EXPENSE)
1997 COMPARED TO 1996 Other income (expense) increased $37 million due to an
increase in interest income of $17 million due to higher investment balances,
an increase in other income of $14 million primarily due to increased income
from joint ventures, and a decrease in interest expense of approximately $6
million primarily due to a lower principal balance outstanding on the
subordinated debenture payable to AMR and lower interest rates.
1996 COMPARED TO 1995 Other income (expense) decreased $11 million due
primarily to interest expense incurred on the $850 million subordinated
debenture payable to AMR issued in conjunction with the Reorganization,
partially offset by increased interest income.
25
<PAGE> 27
MANAGEMENT SERVICES GROUP
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
(dollars in millions)
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
REVENUES $ 610 $ 620 $ 572
OPERATING EXPENSES 561 550 501
-------- -------- --------
OPERATING INCOME 49 70 71
OTHER INCOME (EXPENSE)
Canadian Airlines charges -- (251) --
Miscellaneous - net 6 (1) (2)
-------- -------- --------
6 (252) (2)
-------- -------- --------
EARNINGS (LOSS) BEFORE INCOME TAXES $ 55 $ (182) $ 69
======== ======== ========
Average number of equivalent employees 14,800 14,500 13,300
</TABLE>
REVENUES
1997 COMPARED TO 1996 Revenues for the Management Services Group decreased
1.6 percent, or $10 million. This decrease was primarily the result of lower
revenue for AMR Combs due to the March 1997 sale of its aircraft parts
division, decreased telemarketing services provided by TeleService Resources,
the sale of Data Management Services in September 1997 and the reduction in
fees for services provided to Canadian Airlines International Limited
(Canadian) as agreed upon in the fourth quarter of 1996. This decrease was
partially offset by higher revenues for AMR Services as a result of increased
airline passenger, ramp and cargo handling services.
1996 COMPARED TO 1995 Revenues for the Management Services Group increased
8.4 percent, or $48 million. This increase is due principally to AMR Global
Services Corporation, which experienced higher revenue as a result of increased
airline passenger, ramp and cargo handling services provided by its AMR
Services division and increased telemarketing services provided by TeleService
Resources. This increase was partially offset by a $12 million reduction in
fees for services provided to Canadian.
OPERATING EXPENSES
1997 COMPARED TO 1996 Operating expenses increased 2.0 percent, or $11
million, due to an $18 million increase in wages, salaries and benefits
resulting from a 2.1 percent increase in the average number of equivalent
employees and wage and salary adjustments for existing employees. This
increase was partially offset by the decrease in other operating expenses of $7
million, or 2.6 percent, commensurate with the decrease in revenues.
1996 COMPARED TO 1995 Operating expenses increased 9.8 percent, or $49
million, due to a $27 million increase in wages, salaries and benefits
resulting from an increase in the average number of equivalent employees and a
$22 million increase in other operating expenses commensurate with the increase
in revenues.
OTHER INCOME (EXPENSE)
Other income (expense) for 1996 included a $251 million charge associated with
the Company's relationship with Canadian. This charge included $192 million
related to the write-off of AMR's investment in the cumulative mandatorily
redeemable convertible preferred stock of Canadian and $59 million related to
the write-off of certain deferred costs relating to AMR's agreement to provide
a variety of management, technical and administrative services to Canadian.
26
<PAGE> 28
LIQUIDITY AND CAPITAL RESOURCES
Operating activities provided net cash of $2.9 billion in 1997, $2.7 billion in
1996 and $2.2 billion in 1995. The $204 million increase from 1996 to 1997
resulted primarily from an increase in the air traffic liability due to higher
advanced sales. The $536 million increase from 1995 to 1996 resulted primarily
from increased net earnings and an increase in the air traffic liability due to
higher advanced sales and fare sale activity in late 1996 compared to 1995.
Capital expenditures in 1997 totaled $1.4 billion, compared to $547
million in 1996 and $928 million in 1995, and included purchase deposits on new
aircraft orders of $745 million, purchases of computer related equipment
totaling $207 million and the acquisition of seven ATR aircraft. These
expenditures, as well as the expansion of certain airport facilities, were
funded primarily with internally generated cash. Proceeds from the sale of
equipment and property of $281 million in 1997 include proceeds received upon
the delivery of three of American's McDonnell Douglas MD-11 aircraft to Federal
Express Corporation (FedEx) in accordance with the 1995 agreement between the
two parties.
At December 31, 1997, the Company had commitments to acquire the
following aircraft: 75 Boeing 737-800s, 12 Boeing 757-200s, 11 Boeing 777-
200IGWs, eight Boeing 767-300ERs, 42 Embraer EMB-145s, 25 Bombardier CRJ-700s
and five ATR 72s (Super ATR). Deliveries of these aircraft commence in
1998 and will continue through 2004. Future payments, including estimated
amounts for price escalation through anticipated delivery dates for these
aircraft and related equipment, will approximate $1.5 billion in 1998, $1.9
billion in 1999, $560 million in 2000 and an aggregate of $1.5 billion in 2001
through 2004. In addition to these commitments for aircraft, the Company
expects to spend approximately $1.5 billion related to modifications to
aircraft, renovations of, and additions to, airport and office facilities, and
the acquisition of various other equipment and assets in 1998, of which
approximately $700 million has been authorized by the Company's Board of
Directors. While the Company expects to fund the majority of its capital
expenditures from the Company's existing cash balance and internally generated
cash, some new financing may be raised depending upon capital market conditions
and the Company's evolving view of its long-term needs.
In March 1998, the Company exercised its purchase rights to acquire
two additional Boeing 777-200IGWs for deliveries in 1999. Depending upon the
Company's fleet requirements, the Company may exercise additional aircraft
purchase rights throughout the remainder of 1998. Also in March 1998, the
Company exercised its option to sell its remaining seven MD-11 aircraft to
FedEx with deliveries between 2000 and 2002.
The new collective bargaining agreement reached between American and
the Allied Pilots Association granted pilots options to purchase 5.75 million
shares of AMR common stock at $83.375, $10 less than the average fair market
value of the stock on the date of grant, May 5, 1997. The options were
immediately exercisable. To offset the potential dilution from the exercise of
these options, the Company repurchased 5.75 million shares of its common stock
during 1997. Also in July 1997, the Company initiated a stock repurchase
program for up to an additional $500 million of its outstanding common stock,
to be purchased in the open market or in private transactions from time to time
over a 24-month period. As of December 31, 1997, a total of 7,043,375 shares
had been purchased by the Company under the two programs at a total cost of
approximately $740 million, and proceeds of approximately $200 million had been
received by the Company upon the exercise of stock options. The Company
expects to spend approximately $350 million during 1998 to repurchase the
remainder of the shares under the stock repurchase program.
The Board of Directors of The SABRE Group has also approved a stock
repurchase program for The SABRE Group, under which The SABRE Group will
repurchase, subject to certain business and market conditions, up to 1.5
million shares of The SABRE Group's Class A common stock. Based on current
market prices, the total cost of The SABRE Group's stock repurchase program
will be approximately $55 million.
In February 1998, The SABRE Group signed long-term agreements with
ABACUS International Holdings Ltd. which created a Singapore-based joint
venture company to manage travel distribution in the Asia-Pacific region. The
SABRE Group received 35 percent of the joint venture company, called ABACUS
International Ltd. The SABRE Group paid $139 million in cash and contributed
assets related to The SABRE Group's ongoing travel distribution activities in
the Asia-Pacific region and other considerations with a fair value of
approximately
27
<PAGE> 29
$100 million. The SABRE Group provides ABACUS International with transaction
processing on the SABRE computer reservations system. The investment was
funded with existing cash.
The Company will continue to evaluate uses for any surplus cash, which
may include the retirement, refinancing, and/or repurchase in the open market
or otherwise of debt and/or other fixed obligations, and the continued
repurchase of equity in the open market. The total amount of debt and/or
equity retired, refinanced, and/or repurchased will depend on market
conditions, AMR's cash position and other considerations during the year.
American has a $1.0 billion credit facility agreement which expires
December 19, 2001. At American's option, interest on the agreement can be
calculated on one of several different bases. For most borrowings, American
would anticipate choosing a floating rate based upon the London Interbank
Offered Rate (LIBOR). At December 31, 1997, no borrowings were outstanding
under the agreement.
AMR (principally American Airlines) historically operates with a
working capital deficit as do most other airline companies. The existence of
such a deficit has not in the past impaired the Company's ability to meet its
obligations as they become due and is not expected to do so in the future.
MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS
The risk inherent in the Company's market risk sensitive instruments and
positions is the potential loss arising from adverse changes in the price of
fuel, foreign currency exchange rates and interest rates as discussed below.
The sensitivity analyses presented do not consider the effects that such
adverse changes may have on overall economic activity nor do they consider
additional actions management may take to mitigate its exposure to such
changes. Actual results may differ. See Note 6 to the consolidated financial
statements for accounting policies and additional information.
AIRCRAFT FUEL The Company's earnings are affected by changes in the price and
availability of aircraft fuel. In order to provide a measure of control over
price and supply, the Company trades and ships fuel and maintains fuel storage
facilities to support its flight operations. The Company also manages the
price risk of fuel costs primarily utilizing fuel swap and fuel option
contracts. Market risk is estimated as a hypothetical 10 percent increase in
the December 31, 1997 cost per gallon of fuel. Based on projected 1998 fuel
usage, such an increase would result in an increase to aircraft fuel expense of
approximately $110 million in 1998, net of fuel hedge instruments outstanding
at December 31, 1997. As of December 31, 1997, the Company had hedged
approximately 23 percent of its 1998 fuel requirements.
FOREIGN CURRENCY The Company is exposed to the effect of foreign exchange
rate fluctuations on the U.S. dollar value of foreign currency-denominated
operating revenues and expenses. The Company's largest exposure comes from the
British pound and Japanese yen. The Company uses options to hedge its
anticipated foreign currency-denominated net cash flows. The result of a
uniform 10 percent strengthening in the value of the U.S. dollar from December
31, 1997 levels relative to each of the currencies in which the Company's sales
and expenses are denominated and have not historically adjusted for such
foreign exchange rate fluctuations would result in a decrease in operating
income of approximately $60 million for the year ending December 31, 1998, net
of hedge instruments outstanding at December 31, 1997, due to the Company's
foreign-denominated revenues exceeding its foreign-denominated expenses. The
increase to other income due to the remeasurement of net foreign currency-
denominated liabilities and the increase to common stockholders' equity due to
the translation of net foreign currency-denominated liabilities resulting from
a 10 percent strengthening in the value of the U.S. dollar is not material.
This sensitivity analysis was prepared based upon projected 1998 foreign
currency-denominated revenues and expenses and foreign currency-denominated
assets and liabilities as of December 31, 1997. Furthermore, this calculation
assumes that each exchange rate would change in the same direction relative to
the U.S. dollar.
INTEREST The Company's earnings are also affected by changes in interest
rates due to the impact those changes have on its interest income from cash and
short-term investments and its interest expense from variable-rate debt
instruments. The Company has variable-rate debt instruments representing
approximately five percent of its total long-term debt and interest rate swaps
on notional amounts of approximately $1.4 billion at December 31, 1997. If
interest rates average 10 percent more in 1998 than they did during 1997, the
Company's
28
<PAGE> 30
interest expense would increase by approximately $10 million. If interest
rates average 10 percent more in 1998 than they did during 1997, the Company's
interest income from cash and short-term investments would increase by
approximately $14 million. These amounts are determined by considering the
impact of the hypothetical interest rates on the Company's variable-rate long-
term debt, interest rate swap agreements, cash and short-term investment
balances at December 31, 1997.
Market risk for fixed-rate long-term debt is estimated as the
potential increase in fair value resulting from a hypothetical 10 percent
decrease in interest rates and amounts to approximately $105 million. The fair
values of the Company's long-term debt were estimated using quoted market
prices or discounted future cash flows based on the Company's incremental
borrowing rates for similar types of borrowing arrangements.
OTHER The Company is also subject to market risk in its investment in the
cumulative mandatorily redeemable convertible preferred stock of Canadian
Airlines International Limited (Canadian). However, the impact of such market
risk on earnings is not significant as the Company wrote down its investment in
Canadian to its estimated fair market value in 1996. Furthermore, the Company
considers its investment in Canadian as an available for sale security and, as
such, any future increase in the value of the Company's investment in Canadian
would be recorded directly to stockholders' equity and would not impact the
Company's earnings. The cumulative mandatorily redeemable convertible
preferred stock of Canadian is not publicly traded and has no readily
determinable fair value.
OTHER INFORMATION
ENVIRONMENTAL MATTERS Subsidiaries of AMR have been notified of potential
liability with regard to several environmental cleanup sites and certain
airport locations. At sites where remedial litigation has commenced, potential
liability is joint and several. AMR's alleged volumetric contributions at
these sites are minimal. AMR does not expect these matters, individually or
collectively, to have a material impact on its results of operations, financial
position or liquidity. Additional information is included in Note 3 to the
consolidated financial statements.
YEAR 2000 COMPLIANCE The Company has implemented a Year 2000 compliance
program designed to ensure that the Company's computer systems and applications
will function properly beyond 1999. Such program includes both systems and
applications operated by the Company's businesses as well as software licensed
to or operated for third parties by The SABRE Group. The Company believes that
it has allocated adequate resources for this purpose and expects its Year 2000
date conversion program to be completed on a timely basis. The Company has
commenced testing on certain systems and applications and will continue to test
the remainder of the systems and applications throughout the course of the Year
2000 program. However, there can be no assurance that the systems of other
parties (e.g., Federal Aviation Administration, Department of Transportation,
airport authorities, data providers) upon which the Company's businesses also
rely will be converted on a timely basis. The Company's business, financial
condition, or results of operations could be materially adversely affected by
the failure of its systems and applications, those licensed to or operated for
third parties, or those operated by other parties to properly operate or manage
dates beyond 1999.
The Company expects to incur significant internal staff costs, as well
as consulting and other expenses, related to infrastructure and facilities
enhancements necessary to prepare its systems for the Year 2000. The Company's
total estimated cost of the Year 2000 compliance program is approximately $215
million to $250 million, of which approximately $65 million was incurred as of
December 31, 1997. The remaining expenses are expected to be incurred
primarily in 1998. A significant portion of these costs are not likely to be
incremental costs to the Company, but rather will represent the redeployment of
existing information technology resources. Maintenance or modification costs
associated with making existing computer systems Year 2000 compliant will be
expensed as incurred.
The costs of the project and the date on which the Company plans to
complete the Year 2000 compliance program are based on management's best
estimates, which were derived utilizing numerous assumptions of future events
including the continued availability of certain resources, third party
modification plans and other factors. However, there can be no guarantee that
these estimates will be achieved, and actual results could differ materially
from these estimates. Specific factors that might cause such material
differences include, but
29
<PAGE> 31
are not limited to, the availability and cost of personnel trained in this
area, the ability to locate and correct all relevant computer codes and similar
uncertainties.
AIRLINE TRANSPORTATION TAXES The Federal airline passenger excise tax, which
was reimposed in the first quarter of 1997, expired on September 30, 1997. A
replacement tax mechanism took effect on October 1, 1997. Over a five year
period on a sliding scale, the airline ticket tax will be reduced from 10
percent to 7.5 percent and a $3 per passenger segment fee will be phased in.
Additionally, the fee for international arrivals and departures was increased
from $6 per departure to $12 for each arrival and departure and a 7.5 percent
tax was added on the purchase of frequent flyer miles.
DALLAS LOVE FIELD In 1968, as part of an agreement between the cities of Fort
Worth and Dallas to build and operate Dallas/Fort Worth Airport (DFW), a bond
ordinance was enacted by both cities (the Bond Ordinance). The Bond Ordinance
required both cities to direct all scheduled interstate passenger operations to
DFW and was an integral part of the bonds issued for the construction and
operation of DFW. In 1979, as part of a settlement to resolve litigation with
Southwest Airlines, the cities agreed to expand the scope of operations allowed
under the Bond Ordinance at Dallas' Love Field. This settlement was codified
by Congress and became known as the Wright Amendment. The Wright Amendment
limited interstate operations at Love Field to the four states contiguous to
Texas (New Mexico, Oklahoma, Arkansas and Louisiana) and prohibited through
ticketing to any destination outside that perimeter. In 1997, without the
consent of either city, Congress amended the Wright Amendment by (i) adding
three states (Kansas, Mississippi and Alabama) to the perimeter and (ii)
removing all federal restrictions on large aircraft configured with 56 seats or
less (the 1997 Amendment). In October 1997, the City of Fort Worth filed suit
in state district court against the City of Dallas and others seeking to
enforce the Bond Ordinance. Fort Worth contends that the 1997 Amendment does
not preclude the City of Dallas from exercising its proprietary rights to
restrict traffic at Love Field in a manner consistent with the Bond Ordinance
and, moreover, that it has an obligation to do so. American has joined in this
litigation. Thereafter, Dallas filed a declaratory judgment action in federal
district court seeking to have the court declare that, as a matter of law, the
1997 Amendment precludes Dallas from exercising any restrictions on operations
at Love Field. As a result of the foregoing, the future of flight operations
at Love Field and American's DFW hub is uncertain. To the extent that
operations at Love Field to new destinations increase, American may be
compelled for competitive reasons to divert resources from DFW to Love Field.
This diversion could adversely impact American's business.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
(SFAS 130), effective for fiscal years beginning after December 15, 1997. SFAS
130 establishes standards for the reporting and display of comprehensive income
and its components in a full set of general-purpose financial statements. The
adoption of SFAS 130 will have no impact on the Company's results of
operations.
Also in June 1997, the FASB issued Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and Related
Information" (SFAS 131), effective for fiscal years beginning after December
15, 1997. SFAS No. 131 supersedes SFAS No. 14, "Financial Reporting for
Segments of a Business Enterprise," and requires that a public company report
annual and interim financial and descriptive information about its reportable
operating segments pursuant to criteria that differ from current accounting
practice. Operating segments, as defined, are components of an enterprise
about which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate
resources and in assessing performance. Because this statement addresses how
supplemental financial information is disclosed in annual and interim reports,
the adoption will have no impact on the Company's financial condition or
results of operations.
In October 1997, the American Institute of Certified Public
Accountants issued Statement of Position (SOP) No. 97-2, "Software Revenue
Recognition," effective for transactions entered into for fiscal years
beginning after December 15, 1997. SOP 97-2 provides revised and expanded
guidance on software revenue recognition and applies to entities that earn
revenue from licensing, selling or otherwise marketing computer software. The
Company's accounting policy for software revenue recognition is in compliance
with SOP 97-2 and its adoption is not expected to have a material impact on the
Company's financial position or results of operations.
30
<PAGE> 32
OUTLOOK FOR 1998
AIRLINE GROUP The Airline Group expects 1998 to be another satisfactory year.
A strong U.S. economy and healthy demand for air travel allow the Company to
remain optimistic about 1998 revenues. In 1998, total system capacity is
expected to increase slightly. The Airline Group expects to continue to
strengthen its position in several domestic markets while expanding its
international network. The recently approved bilateral agreement between the
U.S. and Japan coupled with the expansion of code-share alliances, delivery of
new Boeing aircraft and the addition of several new routes will enable American
to gain further presence internationally. The Company is continuing to improve
the regional airline feed to American by strengthening AMR Eagle with the
delivery of its first regional jet in early 1998.
Pressure to reduce costs will continue, although the volatility of
fuel prices makes any prediction of overall costs very difficult. Excluding
fuel, the Company anticipates an increase in unit costs of about two to three
percent, driven by increased maintenance costs as American's fleet continues to
mature, higher labor costs associated with the normal seniority and scale
increases in the union contracts and various other inflationary pressures.
THE SABRE GROUP The SABRE Group expects continued profitability and revenue
growth in 1998. Revenues from The SABRE Group's information technology
solutions business should grow significantly in 1998 as a result of the multi-
billion dollar technology services agreement signed between The SABRE Group and
US Airways, Inc. Additionally, The SABRE Group expects overall revenue growth
from the electronic travel distribution business to be consistent with those of
prior years. While The SABRE Group anticipates a decline in domestic airline
bookings growth in 1998, The SABRE Group expects to compensate for the decline
with growth in international bookings, non-air bookings and price increases.
MANAGEMENT SERVICES GROUP The Management Services Group comprises several
businesses whose activities are various and diverse. While most of the
businesses expect profitable growth in 1998, this growth will be offset by the
loss of revenue attributable to the sale of certain businesses in 1997. As a
result, combined Management Services Group operating results will likely remain
consistent with 1997 results.
FORWARD-LOOKING INFORMATION
The preceding discussions under Management's Discussion and Analysis of
Financial Condition and Results of Operations contain various forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
which represent the Company's expectations or beliefs concerning future events.
When used in this document and in documents incorporated herein by reference,
the words "expects," "plans," "anticipates," and similar expressions are
intended to identify forward-looking statements. Forward-looking statements
include, without limitation, projections relating to results of operations and
financial condition, including increases in revenues and unit costs, Year 2000
compliance, overall economic projections and the Company's plans and objectives
for future operations, including plans to develop future code-sharing programs
and to evaluate new alliances. All forward-looking statements in this report
are based upon information available to the Company on the date of this report.
The Company undertakes no obligation to publicly update or revise any forward-
looking statement, whether as a result of new information, future events or
otherwise. Forward-looking statements are subject to a number of factors that
could cause actual results to differ materially from our expectations. The
following factors, in addition to other possible factors not listed, could
cause the Company's actual results to differ materially from those expressed in
forward-looking statements:
UNCERTAINTY OF FUTURE COLLECTIVE BARGAINING AGREEMENTS The Company's
operations could be adversely affected by failure of the Company to reach
agreement with any labor union representing the Company's employees or by an
agreement with a labor union representing the Company's employees that contains
terms which prevent the Company from competing effectively with other airlines.
ECONOMIC AND OTHER CONDITIONS The airline industry is affected by changes in
national, regional and local economic conditions, inflation, war (or the threat
thereof), consumer preferences and spending patterns, demographic trends,
consumer perceptions of airline safety, costs of safety and security measures
and weather.
31
<PAGE> 33
COMMODITY PRICES Due to the competitive nature of the airline industry, in
the event of any increase in the price of jet fuel, there can be no assurance
that the Airline Group would be able to pass on increased fuel prices to its
customers by increasing fares.
COMPETITION IN THE AIRLINE INDUSTRY Service over almost all of the Airline
Group's routes is highly competitive. On most of its non-stop routes, the
Airline Group competes with at least one, and usually more than one, major
domestic airline, as well as lower-cost carriers. The Airline Group also
competes with national, regional, all-cargo and charter carriers and,
particularly on shorter segments, ground transportation. Pricing decisions are
affected by competition from other airlines. Fare discounting by competitors
has historically had a negative effect on the Airline Group's financial results
because American is generally required to match competitors' fares to maintain
passenger traffic. No assurance can be given that any future fare reduction
would be offset by increases in passenger traffic or changes in the mix of
traffic that would improve yields.
COMPETITION IN ELECTRONIC TRAVEL DISTRIBUTION The markets in which The SABRE
Group's electronic travel distribution business competes are highly
competitive. The SABRE Group competes primarily against other large and well-
established global distribution systems and is always faced with the potential
of new competitors, particularly as new channels for distribution develop.
Increased competition could cause The SABRE Group to reduce prices, to increase
spending on marketing or product development or to otherwise take actions that
might adversely affect its operating earnings.
CHANGING BUSINESS STRATEGY Although it has no current plan to do so, the
Company may change its business strategy in the future and may not pursue some
of the goals stated herein.
GOVERNMENT REGULATION Future results of the Company's operations may vary
based upon any actions which the governmental agencies with jurisdiction over
the Company's operations may take, including the granting and timing of certain
governmental approvals needed for code-sharing alliances and other arrangements
with other airlines, restrictions on competitive practices (e.g., new
regulations which would curtail an airlines ability to respond to a competitor)
and the adoption of more restrictive locally-imposed noise restrictions.
UNCERTAINTY IN INTERNATIONAL OPERATIONS The Company's current international
activities and prospects could be adversely affected by factors such as
reversals or delays in the opening of foreign markets, exchange controls,
currency and political risks, taxation and changes in international government
regulation of the Company's operations.
32
<PAGE> 34
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
-------
<S> <C>
Report of Independent Auditors 34
Consolidated Statement of Operations 35
Consolidated Balance Sheet 37
Consolidated Statement of Cash Flows 39
Consolidated Statement of Stockholders' Equity 40
Notes to Consolidated Financial Statements 41
</TABLE>
33
<PAGE> 35
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
AMR Corporation
We have audited the accompanying consolidated balance sheets of AMR
Corporation as of December 31, 1997 and 1996, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 1997. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of AMR
Corporation at December 31, 1997 and 1996, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
ERNST & YOUNG LLP
2121 San Jacinto
Dallas, Texas 75201
January 19, 1998
34
<PAGE> 36
AMR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share amounts)
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
REVENUES
Airline Group:
Passenger - American Airlines, Inc. $ 14,310 $ 13,645 $ 13,134
- AMR Eagle 1,017 1,047 976
Cargo 687 682 677
Other 889 837 714
-------- -------- --------
16,903 16,211 15,501
The SABRE Group 1,784 1,622 1,529
Management Services Group 610 620 572
Less: Intergroup revenues (727) (700) (692)
-------- -------- --------
Total operating revenues 18,570 17,753 16,910
-------- -------- --------
EXPENSES
Wages, salaries and benefits 6,328 5,961 5,779
Aircraft fuel 1,923 1,936 1,623
Commissions to agents 1,278 1,252 1,293
Depreciation and amortization 1,244 1,204 1,259
Other rentals and landing fees 896 895 878
Maintenance materials and repairs 873 697 641
Food service 677 672 682
Aircraft rentals 574 616 671
Other operating expenses 2,851 2,681 2,536
Restructuring costs -- -- 533
-------- -------- --------
Total operating expenses 16,644 15,914 15,895
-------- -------- --------
OPERATING INCOME 1,926 1,839 1,015
OTHER INCOME (EXPENSE)
Interest income 138 80 63
Interest expense (399) (499) (670)
Gain on sale of stock by subsidiary -- 497 --
Miscellaneous - net (19) (284) (55)
-------- -------- --------
(280) (206) (662)
-------- -------- --------
EARNINGS BEFORE INCOME TAXES AND EXTRAORDINARY
LOSS
1,646 1,633 353
Income tax provision 661 528 162
-------- -------- --------
EARNINGS BEFORE EXTRAORDINARY LOSS 985 1,105 191
EXTRAORDINARY LOSS, NET OF TAX BENEFIT -- (89) (29)
-------- -------- --------
NET EARNINGS $ 985 $ 1,016 $ 162
======== ======== ========
</TABLE>
- --------------------------------------------------------------------------------
Continued on next page.
35
<PAGE> 37
AMR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS (CONTINUED)
(in millions, except per share amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
EARNINGS APPLICABLE TO COMMON SHARES $ 985 $ 1,016 $ 162
========= ========= =========
EARNINGS (LOSS) PER COMMON SHARE:
BASIC
Before extraordinary loss $ 11.05 $ 12.83 $ 2.51
Extraordinary loss -- (1.03) (0.38)
--------- --------- ---------
Net earnings $ 11.05 $ 11.80 $ 2.13
========= ========= =========
DILUTED
Before extraordinary loss $ 10.78 $ 12.15 $ 2.49
Extraordinary loss -- (0.96) (0.38)
--------- --------- ---------
Net earnings $ 10.78 $ 11.19 $ 2.11
========= ========= =========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
36
<PAGE> 38
AMR CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1996
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 64 $ 68
Short-term investments 2,370 1,743
Receivables, less allowance for uncollectible
accounts (1997 - $24; 1996 - $17) 1,370 1,382
Inventories, less allowance for obsolescence
(1997 - $203; 1996 - $213) 636 633
Deferred income taxes 406 404
Other current assets 225 240
--------- ---------
Total current assets 5,071 4,470
EQUIPMENT AND PROPERTY
Flight equipment, at cost 13,002 13,107
Less accumulated depreciation 4,459 3,922
--------- ---------
8,543 9,185
Purchase deposits for flight equipment 754 --
Other equipment and property, at cost 4,158 3,982
Less accumulated depreciation 2,284 2,100
--------- ---------
1,874 1,882
--------- ---------
11,171 11,067
EQUIPMENT AND PROPERTY UNDER CAPITAL LEASES
Flight equipment 2,980 2,998
Other equipment and property 274 261
--------- ---------
3,254 3,259
Less accumulated amortization 1,168 1,021
--------- ---------
2,086 2,238
OTHER ASSETS
Route acquisition costs, less accumulated amortization
(1997 - $211; 1996 - $182) 945 974
Airport operating and gate lease rights, less accumulated amortization
(1997 - $143; 1996 - $123) 325 345
Prepaid pension cost 382 446
Other 935 957
--------- ---------
2,587 2,722
--------- ---------
TOTAL ASSETS $ 20,915 $ 20,497
========= =========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
37
<PAGE> 39
AMR CORPORATION
CONSOLIDATED BALANCE SHEET
(in millions, except shares and par value)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
----------------------
1997 1996
-------- --------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,021 $ 1,068
Accrued salaries and wages 897 823
Accrued liabilities 1,123 1,232
Air traffic liability 2,044 1,889
Current maturities of long-term debt 397 424
Current obligations under capital leases 135 130
-------- --------
Total current liabilities 5,617 5,566
LONG-TERM DEBT, LESS CURRENT MATURITIES 2,260 2,752
OBLIGATIONS UNDER CAPITAL LEASES,
LESS CURRENT OBLIGATIONS 1,629 1,790
OTHER LIABILITIES AND CREDITS
Deferred income taxes 1,105 743
Deferred gains 610 647
Postretirement benefits 1,579 1,530
Other liabilities and deferred credits 1,899 1,801
-------- --------
5,193 4,721
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock - $1 par value; shares authorized: 150,000,000;
shares issued: 1997 - 91,139,383; 1996 - 90,989,713 91 91
Additional paid-in capital 3,195 3,166
Treasury shares at cost: 1997 - 4,540,416 (485) --
Other (4) (23)
Retained earnings 3,419 2,434
-------- --------
6,216 5,668
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 20,915 $ 20,497
======== ========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
38
<PAGE> 40
AMR CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net earnings $ 985 $ 1,016 $ 162
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation 996 967 1,012
Deferred income taxes 362 218 50
Amortization 248 237 247
Gain on sale of stock by subsidiary -- (497) --
Provisions for losses -- 251 41
Extraordinary loss -- 136 45
Provision for restructuring costs -- -- 533
Change in assets and liabilities:
Decrease (increase) in receivables 12 (225) (109)
Increase in inventories (41) (66) (11)
Increase in accounts payable
and accrued liabilities 117 261 441
Increase (decrease) in air traffic liability 155 423 (7)
Other, net 86 (5) (224)
--------- --------- ---------
Net cash provided by operating activities 2,920 2,716 2,180
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures (1,390) (547) (928)
Net increase in short-term investments (627) (924) (65)
Proceeds from sale of equipment and property 281 257 68
--------- --------- ---------
Net cash used for investing activities (1,736) (1,214) (925)
CASH FLOW FROM FINANCING ACTIVITIES:
Payments on long-term debt and capital lease obligations (648) (2,130) (1,401)
Repurchase of common stock (740) -- --
Proceeds from:
Exercise of stock options 200 25 21
Sale of stock by subsidiary -- 589 --
Issuance of long-term debt -- -- 184
--------- --------- ---------
Net cash used for financing activities (1,188) (1,516) (1,196)
--------- --------- ---------
Net increase (decrease) in cash (4) (14) 59
Cash at beginning of year 68 82 23
--------- --------- ---------
Cash at end of year $ 64 $ 68 $ 82
========= ========= =========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
39
<PAGE> 41
AMR CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(in millions, except shares and per share amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Additional
Preferred Common Paid-in Treasury Retained
Stock Stock Capital Stock Other Earnings Total
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1995 $ 78 $ 76 $ 2,212 $ -- $ (242) $ 1,256 $ 3,380
Net earnings -- -- -- -- -- 162 162
Issuance of 507,826 shares pursuant
to stock option, deferred stock
and restricted stock incentive -- -- 27 -- -- -- 27
plans
Adjustment for minimum pension
liability, net of tax benefit of $120 -- -- -- -- 198 -- 198
Unrealized loss on investments, net
of tax benefit of $28 -- -- -- -- (47) -- (47)
------- ------- ------- ------- ------- ------- -------
Balance at December 31, 1995 78 76 2,239 -- (91) 1,418 3,720
Net earnings -- -- -- -- -- 1,016 1,016
Issuance of 13,926,774 shares upon
conversion of convertible
subordinated debentures and
preferred stock, net of
conversion fees and issuance costs (78) 14 881 -- -- -- 817
Issuance of 701,828 shares pursuant
to stock option, deferred stock
and restricted stock incentive -- 1 46 -- -- -- 47
plans
Adjustment for minimum pension
liability, net of tax benefit of $13 -- -- -- -- (21) -- (21)
Reversal of unrealized loss on
investment in Canadian Airlines
International Limited -- -- -- -- 91 -- 91
Unrealized loss on investments, net
of tax benefit of $1 -- -- -- -- (2) -- (2)
------- ------- ------- ------- ------- ------- -------
Balance at December 31, 1996 -- 91 3,166 -- (23) 2,434 5,668
Net earnings -- -- -- -- -- 985 985
Issuance of 156,070 shares pursuant
to stock option, deferred stock
and restricted stock incentive -- -- 13 -- -- -- 13
plans
Issuance of 5,750,000 stock options
at $10 below market value at date
of grant -- -- 58 -- -- -- 58
Repurchase of 7,043,375 common shares -- -- -- (740) -- -- (740)
Issuance of 2,502,959 shares from
Treasury pursuant to stock
option, deferred stock and
restricted stock incentive plans,
net of tax benefit of $15 -- -- (42) 255 -- -- 213
Adjustment for minimum pension
liability, net of tax expense of $13 -- -- -- -- 19 -- 19
------- ------- ------- ------- ------- ------- -------
Balance at December 31, 1997 $ -- $ 91 $ 3,195 $ (485) $ (4) $ 3,419 $ 6,216
======= ======= ======= ======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
40
<PAGE> 42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SUMMARY OF ACCOUNTING POLICIES
BASIS OF CONSOLIDATION The consolidated financial statements include the
accounts of AMR Corporation (AMR or the Company), its wholly-owned
subsidiaries, including its principal subsidiary American Airlines, Inc.
(American), and its majority-owned subsidiaries, including The SABRE Group
Holdings, Inc. (The SABRE Group). All significant intercompany transactions
have been eliminated. Certain amounts from prior years have been reclassified
to conform with the 1997 presentation.
USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
INVENTORIES Spare parts, materials and supplies relating to flight equipment
are carried at average acquisition cost and are expensed when incurred in
operations. Allowances for obsolescence are provided, over the estimated
useful life of the related aircraft and engines, for spare parts expected to be
on hand at the date aircraft are retired from service, plus allowances for
spare parts currently identified as excess. These allowances are based on
management estimates, which are subject to change.
EQUIPMENT AND PROPERTY The provision for depreciation of operating equipment
and property is computed on the straight-line method applied to each unit of
property, except that spare assemblies are depreciated on a group basis. The
depreciable lives and residual values used for the principal depreciable asset
classifications are:
<TABLE>
<CAPTION>
Residual
Depreciable Life Value
---------------------------- -----
<S> <C> <C>
Boeing 727-200 (Stage II) December 31, 1999(1) None
Boeing 727-200 (to be converted to Stage III) December 31, 2003(1) None
DC-10 December 31, 2002(2) None
Other jet aircraft 20 years 5%
Regional aircraft and engines 15-17 years 10%
Major rotable parts, avionics and assemblies Life of equipment to which 0-10%
applicable
Improvements to leased flight equipment Term of lease None
Buildings and improvements (principally on 10-30 years or term of lease None
leased land)
Furniture, fixtures and other equipment 3-20 years None
</TABLE>
(1) In 1996, American changed the estimated useful lives of its
Boeing 727-200 aircraft and engines from an average
depreciable life of 21 years to an approximate common
retirement date of December 31, 1999 for those aircraft which
will not be converted to Stage III noise standards and
December 31, 2003 for those which will be converted to Stage
III. The impact of this change was not material.
(2) Approximate common retirement date.
Equipment and property under capital leases are amortized over the
term of the leases and such amortization is included in depreciation and
amortization. Lease terms vary but are generally 10 to 25 years for aircraft
and 7 to 40 years for other leased equipment and property.
MAINTENANCE AND REPAIR COSTS Maintenance and repair costs for owned and
leased flight equipment are charged to operating expense as incurred, except
engine overhaul costs incurred by AMR's regional carriers, which are accrued on
the basis of hours flown.
41
<PAGE> 43
1. SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
INTANGIBLE ASSETS The Company continually evaluates intangible assets to
determine whether current events and circumstances warrant adjustment of the
carrying values or amortization periods.
Route acquisition costs and airport operating and gate lease rights
represent the purchase price attributable to route authorities, airport take-
off and landing slots and airport gate leasehold rights acquired. These assets
are being amortized on a straight-line basis over 40 years for route
authorities, 25 years for airport take-off and landing slots, and the term of
the lease for airport gate leasehold rights.
PASSENGER REVENUES Passenger ticket sales are initially recorded as a
component of air traffic liability. Revenue derived from ticket sales is
recognized at the time transportation is provided. However, due to various
factors, including the complex pricing structure and interline agreements
throughout the industry, certain amounts are recognized in revenue using
estimates regarding both the timing of the revenue recognition and the amount
of revenue to be recognized. Actual results could differ from those estimates.
ELECTRONIC TRAVEL DISTRIBUTION REVENUES Revenues for airline travel
reservations are recognized at the time of the booking of the reservation, net
of estimated future cancellations. Revenues for car rental and other travel
providers are recognized at the time the reservation is used by the customer.
Fees billed on service contracts are recognized as revenue in the month earned.
INFORMATION TECHNOLOGY SOLUTIONS REVENUES Revenue from information technology
services is recognized in the period earned. Revenue from software license
fees for standard software products is recognized when the software is
delivered, provided no significant future vendor obligations exist and
collection is probable. Revenue on long-term software development and
consulting contracts is recognized under the percentage of completion method of
accounting. Losses, if any, on long-term contracts are recognized when the
current estimate of total contract costs indicates a loss on a contract is
probable. Fixed fees for software maintenance are recognized ratably over the
life of the contract.
ADVERTISING COSTS The Company expenses the costs of advertising as incurred.
Advertising expense was $207 million, $205 million and $192 million for the
years ended December 31, 1997, 1996 and 1995, respectively.
FREQUENT FLYER PROGRAM The estimated incremental cost of providing free
travel awards is accrued when such award levels are reached. American sells
mileage credits and related services to companies participating in its frequent
flyer program. The portion of the revenue related to the sale of mileage
credits is deferred and recognized over a period approximating the period
during which the mileage credits are used.
STATEMENT OF CASH FLOWS Short-term investments, without regard to remaining
maturity at acquisition, are not considered as cash equivalents for purposes of
the statement of cash flows.
STOCK OPTIONS The Company accounts for its stock-based compensation plans in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB 25) and related Interpretations. Under APB 25,
no compensation expense is recognized for stock option grants if the exercise
price of the Company's stock option grants is at or above the fair market value
of the underlying stock on the date of grant.
42
<PAGE> 44
2. INVESTMENTS
Short-term investments consisted of (in millions):
<TABLE>
<CAPTION>
December 31,
---------------------
1997 1996
-------- --------
<S> <C> <C>
Overnight investments and time deposits $ 674 $ 81
Corporate notes 950 1,302
Other debt securities 746 360
-------- --------
$ 2,370 $ 1,743
======== ========
</TABLE>
Short-term investments at December 31, 1997, by contractual maturity
included (in millions):
<TABLE>
<S> <C>
Due in one year or less $1,403
Due after one year through three years 662
Due after three years 305
------
$2,370
======
</TABLE>
All short-term investments are classified as available-for-sale and
stated at fair value. Net unrealized gains and losses, net of deferred taxes,
are reflected as an adjustment to stockholders' equity.
3. COMMITMENTS AND CONTINGENCIES
At December 31, 1997, the Company had commitments to acquire the
following aircraft: 75 Boeing 737-800s, 12 Boeing 757-200s, 11 Boeing 777-
200IGWs, eight Boeing 767-300ERs, 42 Embraer EMB-145s, 25 Bombardier CRJ-700s
and five ATR 72s. Deliveries of these aircraft commence in 1998 and will
continue through 2004. Future payments, including estimated amounts for price
escalation through anticipated delivery dates for these aircraft and related
equipment, will approximate $1.5 billion in 1998, $1.9 billion in 1999, $560
million in 2000 and an aggregate of $1.5 billion in 2001 through 2004. In
addition to these commitments for aircraft, the Company's Board of Directors
has authorized expenditures of approximately $1.5 billion over the next five
years related to modifications to aircraft, renovations of, and additions to,
airport and office facilities, and the acquisition of various other equipment
and assets. AMR expects to spend approximately $700 million of this authorized
amount in 1998.
The Miami International Airport Authority is currently remediating
various environmental conditions at the Miami International Airport (the
Airport) and funding the remediation costs through landing fee revenues.
Future costs of the remediation effort may be borne by carriers operating at
the Airport, including American, through increased landing fees and/or other
charges since certain of the potentially responsible parties are no longer in
business. The future increase in landing fees and/or other charges may be
material but cannot be reasonably estimated due to various factors, including
the unknown extent of the remedial actions that may be required, the proportion
of the cost that will ultimately be recovered from the responsible parties, and
uncertainties regarding the environmental agencies that will ultimately
supervise the remedial activities and the nature of that supervision. The
ultimate resolution is not, however, expected to have a significant impact on
the financial position or liquidity of AMR.
In April 1995, American announced an agreement to sell 12 of its
McDonnell Douglas MD-11 aircraft to Federal Express Corporation (FedEx), with
delivery of the aircraft between 1996 and 1999. No gain or loss is expected to
be recognized as a result of this transaction. Six aircraft had been delivered
as of December 31, 1997. The carrying value of the six remaining aircraft
American has committed to sell was approximately $357 million as of December
31, 1997. In addition, American has the option to sell its remaining seven MD-
11 aircraft with deliveries between 2000 and 2002.
43
<PAGE> 45
3. COMMITMENTS AND CONTINGENCIES (CONTINUED)
AMR and American have included an event risk covenant in approximately
$3.1 billion of debt and lease agreements. The covenant permits the holders of
such instruments to receive a higher rate of return (between 50 and 700 basis
points above the stated rate) if a designated event, as defined, should occur
and the credit rating of the debentures or the debt obligations underlying the
lease agreements is downgraded below certain levels.
Special facility revenue bonds have been issued by certain
municipalities, primarily to purchase equipment and improve airport facilities
which are leased by American. In certain cases, the bond issue proceeds were
loaned to American and are included in long-term debt. Certain bonds have
rates that are periodically reset and are remarketed by various agents. In
certain circumstances, American may be required to purchase up to $437 million
of the special facility revenue bonds prior to scheduled maturity, in which
case American has the right to resell the bonds or to use the bonds to offset
its lease or debt obligations. American may borrow the purchase price of these
bonds under standby letter of credit agreements. At American's option, these
letters of credit are secured by funds held by bond trustees and by
approximately $492 million of short-term investments.
4. LEASES
AMR's subsidiaries lease various types of equipment and property,
including aircraft, passenger terminals, equipment and various other
facilities. The future minimum lease payments required under capital leases,
together with the present value of net minimum lease payments, and future
minimum lease payments required under operating leases that have initial or
remaining non-cancelable lease terms in excess of one year as of December 31,
1997, were (in millions):
<TABLE>
<CAPTION>
Capital Operating
Year Ending December 31, Leases Leases
------------ ------------
<S> <C> <C>
1998 $ 255 $ 1,011
1999 250 985
2000 315 935
2001 297 931
2002 247 887
2003 and subsequent 1,206 13,366
------------ ------------
2,570(1) $ 18,115(2)
============
Less amount representing interest 806
------------
Present value of net minimum lease payments $ 1,764
============
</TABLE>
(1) Future minimum payments required under capital leases include
$192 million guaranteed by AMR relating to special facility
revenue bonds issued by municipalities.
(2) Future minimum payments required under operating leases
include $6.2 billion guaranteed by AMR relating to special
facility revenue bonds issued by municipalities.
At December 31, 1997, the Company had 186 jet aircraft and 44
turboprop aircraft under operating leases, and 82 jet aircraft and 63 turboprop
aircraft under capital leases. The aircraft leases can generally be renewed at
rates based on fair market value at the end of the lease term for one to five
years. Most aircraft leases have purchase options at or near the end of the
lease term at fair market value, but generally not to exceed a stated
percentage of the defined lessor's cost of the aircraft or at a predetermined
fixed amount.
During 1996, American made prepayments totaling $565 million on
cancelable operating leases it had on 12 of its Boeing 767-300 aircraft. Upon
the expiration of the amended leases, American can purchase the aircraft for a
nominal amount. As a result, the aircraft are recorded as flight equipment
under capital leases.
Rent expense, excluding landing fees, was $1.2 billion for 1997 and 1996 and
$1.3 billion for 1995.
44
<PAGE> 46
5. INDEBTEDNESS
Long-term debt (excluding amounts maturing within one year) consisted
of (in millions):
<TABLE>
<CAPTION>
December 31,
---------------------
1997 1996
-------- --------
<S> <C> <C>
6.50% - 10.70% notes due through 2021 $ 1,469 $ 1,859
8.625% - 10.20% debentures due through 2021 437 506
Variable rate indebtedness due through 2024
(3.55% - 6.824% at December 31, 1997) 135 162
6.0% - 9.25% bonds due through 2031 176 176
Other 43 49
-------- --------
Long-term debt, less current maturities $ 2,260 $ 2,752
======== ========
</TABLE>
Maturities of long-term debt (including sinking fund requirements) for
the next five years are: 1998 - $397 million; 1999 - $34 million; 2000 - $230
million; 2001 - $436 million; 2002 - $66 million.
During 1996, AMR repurchased and/or retired prior to scheduled
maturity approximately $1.1 billion in face value of long-term debt and capital
lease obligations. Cash from operations provided the funding for the
repurchases and retirements. These transactions resulted in an extraordinary
loss of $136 million ($89 million after tax) in 1996. In May 1996, the
Company's convertible debentures were converted into common stock of AMR, which
resulted in an $834 million decrease in long-term debt and an $817 million
increase in stockholders' equity (net of conversion fees and issuance costs).
American has a $1.0 billion credit facility agreement which expires
December 19, 2001. At American's option, interest on the agreement can be
calculated on one of several different bases. For most borrowings, American
would anticipate choosing a floating rate based upon the London Interbank
Offered Rate (LIBOR). At December 31, 1997, no borrowings were outstanding under
the agreement.
Certain debt is secured by aircraft, engines, equipment and other
assets having a net book value of approximately $739 million. In addition,
certain of American's debt and credit facility agreements contain restrictive
covenants, including a cash flow coverage test and a minimum net worth
requirement, which could affect AMR's ability to pay dividends. At December
31, 1997, under the most restrictive provisions of those agreements,
approximately $1.9 billion of American's retained earnings were available for
payment of dividends to AMR.
Cash payments for interest were $409 million, $515 million and $685
million for 1997, 1996 and 1995, respectively.
45
<PAGE> 47
6. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
As part of the Company's risk management program, AMR uses a variety
of financial instruments, including interest rate swaps, fuel swaps and
currency exchange agreements. The Company does not hold or issue derivative
financial instruments for trading purposes.
NOTIONAL AMOUNTS AND CREDIT EXPOSURES OF DERIVATIVES
The notional amounts of derivative financial instruments summarized in
the tables which follow do not represent amounts exchanged between the parties
and, therefore, are not a measure of the Company's exposure resulting from its
use of derivatives. The amounts exchanged are calculated based on the notional
amounts and other terms of the instruments, which relate to interest rates,
exchange rates or other indices.
The Company is exposed to credit losses in the event of
non-performance by counterparties to these financial instruments, but it does
not expect any of the counterparties to fail to meet its obligations. The
credit exposure related to these financial instruments is represented by the
fair value of contracts with a positive fair value at the reporting date,
reduced by the effects of master netting agreements. To manage credit risks,
the Company selects counterparties based on credit ratings, limits its exposure
to a single counterparty under defined guidelines, and monitors the market
position of the program and its relative market position with each
counterparty. The Company also maintains industry-standard security agreements
with the majority of its counterparties which may require the Company or the
counterparty to post collateral if the value of these instruments falls below
certain mark-to-market thresholds. As of December 31, 1997, no collateral was
required under these agreements, and the Company does not expect to post
collateral in the near future.
INTEREST RATE RISK MANAGEMENT
American enters into interest rate swap contracts to effectively
convert a portion of its fixed-rate obligations to floating-rate obligations.
These agreements involve the exchange of amounts based on a floating interest
rate for amounts based on fixed interest rates over the life of the agreement
without an exchange of the notional amount upon which the payments are based.
The differential to be paid or received as interest rates change is accrued and
recognized as an adjustment of interest expense related to the obligation. The
related amount payable to or receivable from counterparties is included in
current liabilities or assets. The fair values of the swap agreements are not
recognized in the financial statements. Gains and losses on terminations of
interest rate swap agreements are deferred as an adjustment to the carrying
amount of the outstanding obligation and amortized as an adjustment to interest
expense related to the obligation over the remaining term of the original
contract life of the terminated swap agreement. In the event of the early
extinguishment of a designated obligation, any realized or unrealized gain or
loss from the swap would be recognized in income coincident with the
extinguishment.
The following table indicates the notional amounts and fair values of
the Company's interest rate swap agreements (in millions):
<TABLE>
<CAPTION>
December 31,
--------------------------------------------------------------------
1997 1996
------------------------------- ------------------------------
Notional Notional
Amount Fair Value Amount Fair Value
------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Interest rate swap agreements $ 1,410 $ 12 $ 1,480 $ (9)
</TABLE>
The fair values represent the amount the Company would pay or receive
to terminate the agreements at December 31, 1997 and 1996, respectively.
46
<PAGE> 48
6. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
At December 31, 1997, the weighted-average remaining life of the
interest rate swap agreements in effect was 3.7 years. The weighted-average
floating rates and fixed rates on the contracts outstanding were:
<TABLE>
<CAPTION>
December 31,
---------------------
1997 1996
----- -----
<S> <C> <C>
Average floating rate 5.901% 5.728%
Average fixed rate 5.844% 5.627%
</TABLE>
Floating rates are based primarily on LIBOR and may change
significantly, affecting future cash flows.
FUEL PRICE RISK MANAGEMENT
American enters into fuel swap contracts to protect against increases
in jet fuel prices. Under the agreements, American receives or makes payments
based on the difference between a fixed price and a variable price for certain
fuel commodities. The changes in market value of such agreements have a high
correlation to the price changes of the fuel being hedged. Gains and losses on
fuel swap agreements are recognized as a component of fuel expense when the
underlying fuel being hedged is used. Gains and losses on fuel swap agreements
would be recognized immediately were the changes in the market value of the
agreements to cease to have a high correlation to the price changes of the fuel
being hedged. At December 31, 1997, American had agreements with broker-
dealers to exchange payments on approximately 847 million gallons of fuel
products, which represents approximately 23 percent of its expected 1998 fuel
needs and approximately eight percent of its expected 1999 fuel needs. The
fair value of the Company's fuel swap agreements at December 31, 1997,
representing the amount the Company would pay to terminate the agreements,
totaled $34 million.
FOREIGN EXCHANGE RISK MANAGEMENT
To hedge against the risk of future exchange rate fluctuations on a
portion of American's foreign cash flows, the Company enters into various
currency put option agreements on a number of foreign currencies. The option
contracts are denominated in the same foreign currency in which the projected
foreign cash flows are expected to occur. These contracts are designated and
effective as hedges of probable quarterly foreign cash flows for various
periods through September 30, 1999, which otherwise would expose the Company to
foreign currency risk. Realized gains on the currency put option agreements
are recognized as a component of passenger revenues. At December 31, 1997, the
notional amount related to these options totaled approximately $602 million and
the fair value, representing the amount AMR would receive to terminate the
agreements, totaled approximately $42 million.
The Company has entered into Japanese yen currency exchange agreements
to effectively convert certain lease obligations into dollar-based obligations.
Changes in the value of the agreements due to exchange rate fluctuations are
offset by changes in the value of the foreign currency denominated lease
obligations translated at the current exchange rate. Discounts or premiums are
accreted or amortized as an adjustment to interest expense over the lives of
the underlying lease obligations. The related amounts due to or from
counterparties are included in other liabilities or other assets. The net fair
values of the Company's currency exchange agreements, representing the amount
AMR and American would pay or receive to terminate the agreements, were:
<TABLE>
<CAPTION>
December 31,
---------------------------------------------------------------------
1997 1996
------------------------------- -------------------------------
Notional Fair Value Notional Fair Value
Amount (in millions) Amount (in millions)
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Japanese yen 24.5 billion $ (15) 24.7 billion $ 14
</TABLE>
The exchange rates on the Japanese yen agreements range from 66.50 to
118.80 yen per U.S. dollar.
47
<PAGE> 49
6. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
FAIR VALUES OF FINANCIAL INSTRUMENTS
The fair values of the Company's long-term debt were estimated using
quoted market prices where available. For long-term debt not actively traded,
fair values were estimated using discounted cash flow analyses, based on the
Company's current incremental borrowing rates for similar types of borrowing
arrangements. The carrying amounts and estimated fair values of the Company's
long-term debt, including current maturities, were (in millions):
<TABLE>
<CAPTION>
December 31,
---------------------------------------------------
1997 1996
----------------------- -----------------------
Carrying Fair Carrying Fair
Value Value Value Value
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
6.50% - 10.70% notes $ 1,859 $ 2,088 $ 2,214 $ 2,406
8.625% - 10.20% debentures 437 540 564 648
Variable rate indebtedness 136 136 165 165
6.0% - 9.25% bonds 176 194 176 180
Other 49 50 57 58
--------- --------- --------- ---------
$ 2,657 $ 3,008 $ 3,176 $ 3,457
========= ========= ========= =========
</TABLE>
All other financial instruments are either carried at fair value or
their carrying value approximates fair value.
7. INCOME TAXES
The significant components of the income tax provision were (in
millions):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Current $ 299 $ 310 $ 112
Deferred 362 218 50
--------- --------- ---------
$ 661 $ 528 $ 162
========= ========= =========
</TABLE>
The income tax provision includes a federal income tax provision of
$573 million, $463 million and $133 million for the years ended December 31,
1997, 1996 and 1995, respectively.
48
<PAGE> 50
7. INCOME TAXES (CONTINUED)
The income tax provision differed from amounts computed at the
statutory federal income tax rate as follows (in millions):
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Statutory income tax provision $ 576 $ 572 $ 125
State income tax provision, net 47 36 11
Meal expense 21 18 22
Minority interest 12 1 --
Gain on sale of stock by subsidiary -- (174) --
Change in valuation allowance -- 60 --
Other, net 5 15 4
-------- -------- --------
Income tax provision $ 661 $ 528 $ 162
======== ======== ========
</TABLE>
The change in valuation allowance in 1996 relates to the deferred tax
asset resulting from the write-off of AMR's investment in Canadian Airlines
International Limited (see Note 14) and expiring foreign tax credits.
The components of AMR's deferred tax assets and liabilities were (in
millions):
<TABLE>
<CAPTION>
December 31,
------------------------
1997 1996
--------- ---------
<S> <C> <C>
Deferred tax assets:
Alternative minimum tax credit carryforwards $ 862 $ 680
Postretirement benefits other than pensions 583 550
Rent expense 323 231
Gains from lease transactions 234 248
Frequent flyer obligation 232 172
Other 417 603
Operating loss carryforwards -- 345
Valuation allowance (72) (72)
--------- ---------
Total deferred tax assets 2,579 2,757
--------- ---------
Deferred tax liabilities:
Accelerated depreciation and amortization (2,964) (2,679)
Pensions (94) (144)
Other (220) (273)
--------- ---------
Total deferred tax liabilities (3,278) (3,096)
--------- ---------
Net deferred tax liability $ (699) $ (339)
========= =========
</TABLE>
At December 31, 1997, AMR had available for federal income tax
purposes approximately $862 million of alternative minimum tax credit
carryforwards available for an indefinite period.
Cash payments (refunds) for income taxes were $423 million, $194
million and $(36) million for 1997, 1996 and 1995, respectively.
49
<PAGE> 51
8. COMMON AND PREFERRED STOCK
In January 1998, the Board of Directors approved an amendment to the
Company's Certificate of Incorporation increasing the total number of
authorized shares of all classes of stock to 770 million, of which 20 million
may be shares of preferred stock (without par value) and 750 million may be
shares of common stock ($1 par value). The amendment to the Company's
Certificate of Incorporation will be presented to the Company's stockholders
for approval at the Company's 1998 annual meeting.
9. STOCK AWARDS AND OPTIONS
Under the 1988 Long Term Incentive Plan (1988 Plan), as amended in
1994, officers and key employees of AMR and its subsidiaries may be granted
stock options, stock appreciation rights, restricted stock, deferred stock,
stock purchase rights, other stock-based awards and/or performance related
awards, including cash bonuses. The total number of common shares authorized
for distribution under the 1988 Plan is 7,200,000 shares. In the event that
additional shares of the Company's common stock are issued, 7.65 percent of
such newly issued shares will be allocated to the 1988 Plan. The 1988 Plan
will terminate no later than May 18, 1998. Options are awarded with an
exercise price equal to the fair market value of the stock on date of grant,
becoming exercisable in equal annual installments over five years following the
date of grant and expiring 10 years from the date of grant. Stock appreciation
rights may be granted in tandem with options awarded. As of January 1, 1996,
all outstanding stock appreciation rights were canceled, while the underlying
stock options remain in effect.
In January 1998, the Board of Directors approved the 1998 Long Term
Incentive Plan (1998 Plan), the successor plan to the 1988 Plan. The 1998 Plan
will be presented to the Company's stockholders for approval at the Company's
1998 annual meeting. If approved, the 1998 Plan will become effective on May
21, 1998 and will terminate on May 21, 2008. Under the 1998 Plan, officers and
key employees of AMR and its subsidiaries may be granted stock options, stock
appreciation rights, restricted stock, deferred stock, stock purchase rights,
other stock based awards and/or performance related awards, including cash
bonuses. The 1998 Plan authorizes the issuance of 5,000,000 shares.
In 1997, the total charge for stock compensation expense included in
wages, salaries and benefits expense was $75 million. No compensation expense
was recognized for stock option grants under the 1988 Plan since the exercise
price of the Company's stock option grants was the fair market value of the
underlying stock on the date of grant.
Stock option activity was:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------------
1997 1996 1995
-------------------------- -------------------------- ----------
Weighted- Weighted-
Average Average
Exercise Exercise
Options Price Options Price Options
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Outstanding at January 1 1,831,795 $ 67.19 2,322,780 $ 62.85 2,404,010
Granted 447,740 104.57 392,475 78.43 440,600
Exercised (492,888) 64.35 (580,800) 59.41 (390,510)
Canceled(1) (33,260) 67.64 (302,660) 62.97 (131,320)
---------- ---------- ----------
Outstanding at December 31 1,753,387 $ 77.54 1,831,795 $ 67.19 2,322,780
========== ========== ==========
</TABLE>
(1) Includes 235,950 options canceled upon conversion to The SABRE Group stock
options for 1996 and 20,500 options canceled upon exercise of stock
appreciation rights for 1995.
50
<PAGE> 52
9. STOCK AWARDS AND OPTIONS (CONTINUED)
The following table summarizes information about the stock options
outstanding at December 31, 1997:
<TABLE>
<CAPTION>
Weighted- Weighted- Weighted-
Range of Number of Average Average Number of Average
Exercise Options Remaining Exercise Options Exercise
Prices Outstanding Life (years) Price Exercisable Price
--------- ----------- ------------ ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
$40-$58 305,292 5.25 $54.66 189,472 $54.14
$61-$70 428,790 5.49 66.26 272,270 65.35
$71-$94 605,005 8.04 77.60 146,505 77.12
$97-$116 414,300 9.65 105.97 - -
--------- -------
1,753,387 7.30 $77.54 608,247 $64.69
========= =======
</TABLE>
In May 1997, in conjunction with the labor agreement reached between
American and members of the Allied Pilots Association, the Company established
the Pilots Stock Option Plan (The Pilot Plan). The Pilot Plan granted members
of the Allied Pilots Association the option to purchase 5.75 million shares of
AMR stock at $83.375 per share, $10 less than the average fair market value of
the stock on the date of grant, May 5, 1997. These shares were exercisable
immediately.
Pilot Plan option activity was:
<TABLE>
<CAPTION>
Year Ended
December 31, 1997
-------------------
Options
-------------------
<S> <C>
Outstanding at January 1 --
Granted 5,750,000
Exercised (2,030,890)
----------
Outstanding at December 31 3,719,110
==========
</TABLE>
The weighted-average grant date fair value of all stock option awards
granted during 1997 and 1996 was $22.01 and $25.80, respectively.
Shares of deferred stock are awarded at no cost to officers and key
employees under the 1988 Plan's Career Equity Program and will be issued upon
the individual's retirement from AMR or, in certain circumstances, will vest on
a pro rata basis. Deferred stock activity was:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Outstanding at January 1 1,197,331 1,424,058 1,496,803
Granted 87,750 102,650 120,300
Issued (33,670) (54,724) (116,016)
Canceled(1) (22,816) (274,653) (77,029)
---------- ---------- ----------
Outstanding at December 31 1,228,595 1,197,331 1,424,058
========== ========== ==========
</TABLE>
(1) Includes 210,400 shares canceled upon conversion to The SABRE
Group stock options and awards for 1996.
The weighted-average grant date fair value of career equity awards
granted during 1997 and 1996 was $109.96 and $79.27, respectively.
51
<PAGE> 53
9. STOCK AWARDS AND OPTIONS (CONTINUED)
A performance share plan was implemented in 1993 under the terms of
which shares of deferred stock are awarded at no cost to officers and key
employees under the 1988 Plan. The shares vest over a three-year performance
period based upon AMR's ratio of operating cash flow to adjusted assets.
Performance share activity was:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Outstanding at January 1 839,730 824,411 508,330
Granted 404,368 382,307 340,991
Issued (95,383) (68,504) --
Awards settled in cash (256,532) (178,088) --
Canceled(1) (23,546) (120,396) (24,910)
-------- -------- --------
Outstanding at December 31 868,637 839,730 824,411
======== ======== ========
</TABLE>
(1) Includes 90,551 shares canceled upon conversion to The SABRE
Group stock awards for 1996.
The weighted-average grant date fair value of performance share awards
granted during 1997 and 1996 was $104.55 and $78.81, respectively.
There were 9.1 million shares of AMR's common stock at December 31,
1997 reserved for the issuance of stock upon the exercise of options and the
issuance of stock awards.
The SABRE Group has established the 1996 Long Term Incentive Plan
(1996 Plan), whereby its officers and other key employees may be granted stock
options and other stock-based awards. Initially, 13 million shares of The
SABRE Group's Class A Common Stock were authorized to be issued under the 1996
Plan. At December 31, 1997, approximately 3.8 million shares of The SABRE
Group's Class A Common Stock were outstanding under the 1996 Plan.
In January 1998, in connection with the information technology
services agreement executed between The SABRE Group and US Airways, Inc., The
SABRE Group granted two tranches of stock options to US Airways, each to
acquire three million shares of The SABRE Group's Class A Common Stock. US
Airways may select an alternative vehicle of substantially equivalent value in
place of receiving stock. The first tranche of options is exercisable during
the six month period ending two years after the transfer of US Airways'
information technology assets, has an exercise price of $27 per share and is
subject to a cap on share price of $90. The second tranche of options is
exercisable during the 10 year period beginning on the fifth anniversary of
the asset transfer date, has an exercise price of $27 per share and is subject
to a cap on share price of $127.
The Company has adopted the pro forma disclosure features of Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123). As required by SFAS 123, pro forma information
regarding net earnings and earnings per share has been determined as if the
Company and The SABRE Group had accounted for its employee stock options and
awards granted subsequent to December 31, 1994 using the fair value method
prescribed by SFAS 123. The fair value for the stock options was estimated at
the date of grant using a Black-Scholes option pricing model with the following
weighted-average assumptions for 1997, 1996 and 1995: risk-free interest rates
ranging from 5.80% to 6.70%; dividend yields of 0%; expected stock volatility
ranging from 25.0% to 29.0%; and expected life of the options of 4.5 years for
all Plans, with the exception of The Pilot Plan which was 1.5 years.
52
<PAGE> 54
9. STOCK AWARDS AND OPTIONS (CONTINUED)
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value estimate,
in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock options. In
addition, because SFAS 123 is applicable only to options and stock-based awards
granted subsequent to December 31, 1994, its pro forma effect will not be fully
reflected until 1999.
The Company's pro forma net earnings and earnings per share assuming
the Company had accounted for its employee stock options using the fair value
method would have resulted in 1997 net earnings of $960 million and basic and
diluted earnings per share of $10.77 and $10.50, respectively. The pro forma
effect of SFAS 123 is immaterial to the Company's 1996 and 1995 net earnings
and earnings per share.
10. RETIREMENT BENEFITS
Substantially all employees of American and employees of certain other
subsidiaries are eligible to participate in pension plans. The defined benefit
plans provide benefits for participating employees based on years of service
and average compensation for a specified period of time before retirement.
Airline pilots and flight engineers also participate in defined contribution
plans for which Company contributions are determined as a percentage of
participant compensation.
Total costs for all pension plans were (in millions):
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Defined benefit plans:
Service cost - benefits earned during the period $ 189 $ 204 $ 165
Interest cost on projected benefit obligation 403 375 323
Return on assets (435) (91) (1,288)
Net amortization and deferral 26 (322) 1,008
--------- --------- ---------
Net periodic pension cost for defined
benefit plans 183 166 208
Defined contribution plans 142 132 124
--------- --------- ---------
Total $ 325 $ 298 $ 332
========= ========= =========
</TABLE>
In addition to the pension costs shown above, in late 1995, AMR
offered early retirement programs to select groups of employees as part of its
restructuring efforts. In accordance with Statement of Financial Accounting
Standards No. 88, "Employers' Accounting for Settlements and Curtailments of
Defined Benefit Pension Plans and for Termination Benefits," AMR recognized
additional pension expense of $220 million associated with these programs in
1995 which was included in restructuring costs. Of this amount, $118 million
was for special termination benefits and $102 million was for the actuarial
losses resulting from the early retirements for 1995.
53
<PAGE> 55
10. RETIREMENT BENEFITS (CONTINUED)
The funded status and actuarial present value of benefit obligations
of the defined benefit plans were (in millions):
<TABLE>
<CAPTION>
December 31,
------------------------------------------------------------------
1997 1996
------------------------------ ------------------------------
Plans with Plans with Plans with Plans with
Assets in Accumulated Assets in Accumulated
Excess of Benefit Excess of Benefit
Accumulated Obligation in Accumulated Obligation in
Benefit Excess of Benefit Excess of
Obligation Assets Obligation Assets
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Vested benefit obligation $ 4,580 $ 53 $ 2,729 $ 1,435
============ ============ ============ ============
Accumulated benefit obligation
$ 4,802 $ 57 $ 2,882 $ 1,510
Effect of projected future
salary increases 940 26 650 202
------------ ------------ ------------ ------------
Projected benefit obligation 5,742 83 3,532 1,712
------------ ------------ ------------ ------------
Plan assets at fair value 5,213 6 3,154 1,463
Plan assets less than projected
benefit obligation (529) (77) (378) (249)
Unrecognized net loss 761 27 729 237
Unrecognized prior service
cost 58 5 37 29
Unrecognized transition asset (21) 1 (32) --
Adjustment to record minimum
pension liability -- (11) -- (69)
------------ ------------ ------------ ------------
Prepaid (accrued) pension
cost(1) $ 269 $ (55) $ 356 $ (52)
============ ============ ============ ============
</TABLE>
(1) AMR's funding policy is to make contributions equal to, or in
excess of, the minimum funding requirements of the Employee
Retirement Income Security Act of 1974.
Plan assets consist primarily of domestic and foreign government and
corporate debt securities, marketable equity securities, and money market and
mutual fund shares, of which approximately $92 million and $71 million of plan
assets at December 31, 1997 and 1996, respectively, were invested in shares of
mutual funds managed by a subsidiary of AMR.
The projected benefit obligation was calculated using weighted-average
discount rates of 7.25% and 7.75% at December 31, 1997 and 1996, respectively;
rates of increase for compensation ranging from 4.0% to 4.20% at December 31,
1997 and 1996; and the 1983 Group Annuity Mortality Table. The weighted-
average expected long-term rate of return on assets was 9.50% in 1997, 1996 and
1995. The vested benefit obligation and plan assets at fair value at December
31, 1997, for plans whose benefits are guaranteed by the Pension Benefit
Guaranty Corporation were $4.6 billion and $5.2 billion, respectively.
54
<PAGE> 56
10. RETIREMENT BENEFITS (CONTINUED)
In October 1997, AMR spun off the portion of its defined benefit
pension plan applicable to employees of The SABRE Group to the Legacy Pension
Plan (LPP), a defined benefit plan established by The SABRE Group effective
January 1, 1997. At the date of the spin-off, the net obligation attributable
to The SABRE Group employees participating in AMR's plan was approximately $20
million. The SABRE Group also established The SABRE Group Retirement Plan
(SGRP), a defined contribution plan. Effective January 1, 1997, employees of
The SABRE Group who were under the age of 40 as of December 31, 1996
participate in the SGRP. Employees of The SABRE Group who were age 40 or over
as of December 31, 1996 had the option of participating in either the SGRP or
the LPP. The SABRE Group contributes 2.75 percent of each participating
employee's base pay to the SGRP. The employees vest in the contributions after
three years of service, including any prior service with AMR affiliates. In
addition, The SABRE Group matches 50 cents of each dollar contributed by
participating employees, limited to the first six percent of the employee's
base pay contribution, subject to IRS limitations. Employees are immediately
vested in their own contributions and the Company's matching contributions. In
1997, costs for the SGRP were $11 million.
In addition to pension benefits, other postretirement benefits,
including certain health care and life insurance benefits, are also provided to
retired employees. The amount of health care benefits is limited to lifetime
maximums as outlined in the plan. Substantially all employees of American and
employees of certain other subsidiaries may become eligible for these benefits
if they satisfy eligibility requirements during their working lives.
Certain employee groups make contributions toward funding a portion of
their retiree health care benefits during their working lives. AMR funds
benefits as incurred and makes contributions to match employee prefunding.
Net other postretirement benefit cost was (in millions):
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Service cost - benefits earned during the period $ 48 $ 58 $ 48
Interest cost on accumulated other postretirement
benefit obligation 95 102 101
Return on assets (4) (3) (2)
Net amortization and deferral (14) (5) (6)
--------- --------- ---------
Net other postretirement benefit cost $ 125 $ 152 $ 141
========= ========= =========
</TABLE>
In addition to net other postretirement benefit cost, in late 1995,
AMR offered early retirement programs to select groups of employees as part of
its restructuring efforts. In accordance with Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions," AMR recognized additional other postretirement
benefit expense of $93 million associated with the program in 1995 which was
included in restructuring costs. Of this amount, $26 million was for special
termination benefits and $67 million was for the net actuarial losses resulting
from the early retirements for 1995.
55
<PAGE> 57
10. RETIREMENT BENEFITS (CONTINUED)
The funded status of the plan, reconciled to the accrued other
postretirement benefit cost recognized in AMR's balance sheet, was (in
millions):
<TABLE>
<CAPTION>
December 31,
---------------------
1997 1996
-------- --------
<S> <C> <C>
Retirees $ 630 $ 593
Fully eligible active plan participants 178 128
Other active plan participants 598 492
-------- --------
Accumulated other postretirement benefit obligation 1,406 1,213
Plan assets at fair value 56 39
-------- --------
Accumulated other postretirement benefit obligation
in excess of plan assets 1,350 1,174
Unrecognized net gain 177 300
Unrecognized prior service benefit 52 56
-------- --------
Accrued other postretirement benefit cost $ 1,579 $ 1,530
======== ========
</TABLE>
Plan assets consist primarily of shares of mutual funds managed by a
subsidiary of AMR.
For 1997 and 1996, future benefit costs were estimated assuming per
capita cost of covered medical benefits would increase at a five and six
percent annual rate, respectively, decreasing gradually to a four percent
annual growth rate by 2001. A one percent increase in this annual trend rate
would have increased the accumulated other postretirement benefit obligation at
December 31, 1997 by approximately $144 million and 1997 other postretirement
benefit cost by approximately $19 million. The weighted-average discount rate
used in estimating the accumulated other postretirement benefit obligation was
7.25% and 7.75% at December 31, 1997 and 1996, respectively.
11. EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" (SFAS 128). SFAS 128 replaced the primary and fully
diluted earnings per share with basic and diluted earnings per share. Unlike
primary earnings per share, basic earnings per share excludes any dilutive
effects of options, warrants and convertible securities. Diluted earnings per
share is very similar to the previously reported fully diluted earnings per
share. Earnings per share amounts for all periods have been presented, and
where appropriate, restated to conform to the SFAS 128 requirements.
56
<PAGE> 58
11. EARNINGS PER SHARE (CONTINUED)
The following table sets forth the computation of basic and diluted
earnings per share (in millions, except per share amounts):
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
NUMERATOR:
Earnings before extraordinary loss -
Numerator for basic earnings per $ 985 $ 1,105 $ 191
share
Effect of dilutive securities:
Interest upon assumed conversion of
convertible subordinated
debentures, net of tax -- 14(a) --
Dividends upon assumed conversion of
convertible preferred stock -- 1(a) --
--------- --------- ---------
-- 15 --
--------- --------- ---------
Numerator for diluted earnings per
share - income available to
common shareholders after assumed
conversions $ 985 $ 1,120 $ 191
========= ========= =========
DENOMINATOR:
Denominator for basic earnings per share -
weighted-average shares 89 86 76
Effect of dilutive securities:
Convertible subordinated debentures -- 4 --
Convertible preferred stock -- 1 --
Employee options and shares 7 3 3
Treasury shares repurchased (5) (2) (2)
--------- --------- ---------
Dilutive potential common shares 2 6 1
Denominator for diluted earnings per
share - adjusted weighted-average
and assumed conversions 91 92 77
========= ========= =========
Basic earnings per share $ 11.05 $ 12.83 $ 2.51
========= ========= =========
Diluted earnings per share $ 10.78 $ 12.15 $ 2.49
========= ========= =========
</TABLE>
(a) Through date of actual conversion
57
<PAGE> 59
12. RESTRUCTURING COSTS
In 1995, the Company recorded $533 million for restructuring costs
which included (in millions):
<TABLE>
<CAPTION>
Year Ended
December 31,
------------
1995
------------
<S> <C>
Special termination benefits:
Pension $ 118
Other postretirement benefits 26
Other termination benefits 19
Actuarial losses:
Pension 102
Other postretirement benefits 67
---------
Total cost of early retirement programs 332
Provisions for aircraft impairment and retirement 193
Other 8
---------
$ 533
=========
</TABLE>
In 1995, approximately 2,100 mechanics and fleet service clerks and
300 flight attendants elected early retirement under programs offered in
conjunction with renegotiated union labor contracts, and the majority of these
employees left the Company's workforce during 1996. The Company recorded
restructuring costs of $332 million in 1995 related to these early retirement
programs. A large portion of the funding for the programs was done in 1995.
The remaining cash payments associated with these programs will be expended as
required for funding the appropriate pension and other postretirement benefit
plans in future years.
The aircraft portion of the 1995 restructuring costs includes a $145
million provision related to the write-down of certain McDonnell Douglas DC-10
aircraft. Effective January 1, 1995, AMR adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," which requires impairment
losses to be recorded on long-lived assets used in operations when indicators
of impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount. In 1995,
the Company evaluated its fleet operating plan with respect to the DC-10-10
fleet and, as a result, believes that the estimated future cash flows expected
to be generated by these aircraft will not be sufficient to recover their net
book value. Management estimated the undiscounted future cash flows utilizing
models used by the Company in making fleet and scheduling decisions. As a
result of this analysis, the Company determined that a write-down of the DC-10-
10 aircraft to the net present value of their estimated discounted future cash
flows was warranted, which resulted in a $112 million charge. In addition, the
Company recorded a $33 million charge to reflect a diminution in the estimated
market value of certain DC-10 aircraft previously grounded by the Company. No
cash costs have been incurred or are expected as a result of these DC-10 write-
downs.
Also included in the aircraft restructuring costs is a $48 million
charge related to the planned early retirement in 1996 of certain turboprop
aircraft operated by AMR's regional carriers. The charge relates primarily to
future lease commitments on these aircraft past the dates they will be removed
from service and write-down of related inventory to its estimated fair value.
Cash payments on the leases in 1997 and 1996 totaled approximately $20 million
and $8 million, respectively, and additional payments will occur over the
remaining lease terms.
58
<PAGE> 60
13. GAIN ON SALE OF STOCK BY SUBSIDIARY
Pursuant to a reorganization consummated on July 2, 1996 (the
Reorganization), The SABRE Group Holdings, Inc. (a holding company incorporated
on June 25, 1996) became the successor to the businesses of The SABRE Group
which were formerly operated as divisions or subsidiaries of American or AMR.
During October 1996, The SABRE Group Holdings, Inc. completed an initial public
offering of 23,230,000 shares of its Class A Common Stock, representing 17.8
percent of its economic interest, at $27 per share for net proceeds of
approximately $589 million. This transaction resulted in a reduction of the
Company's economic interest in The SABRE Group from 100 percent to 82.2
percent. In accordance with the Company's policy of recognizing gains or
losses on the sale of a subsidiary's stock based on the difference between the
offering price and the Company's carrying amount of such stock, the Company
recorded a $497 million gain. The issuance of stock by The SABRE Group
Holdings, Inc. was not subject to federal income taxes. In accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," no income tax expense was recognized on the gain.
14. OTHER INCOME (EXPENSE) - MISCELLANEOUS
Other income (expense) - miscellaneous, net included the following (in
millions):
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Canadian Airlines charges $ -- $ (251) $ --
Loss of aircraft -- -- (41)
Litigation settlement -- (21) --
Minority interest (36) (2) --
Other, net 17 (10) (14)
--------- --------- ---------
$ (19) $ (284) $ (55)
========= ========= =========
</TABLE>
During 1996, the Company determined that the decline in the value of
its investment in the cumulative mandatorily redeemable convertible preferred
stock of Canadian Airlines International Limited (Canadian) was not temporary
and, in accordance with Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," recorded a
$192 million charge to write down the investment to its estimated fair value.
Additionally, the Company recorded a charge of $59 million to write off certain
deferred costs relating to the Company's agreement to provide a variety of
services to Canadian.
The charge for loss of aircraft relates to the loss of an aircraft
operated by American in 1995.
15. FOREIGN OPERATIONS
American conducts operations in various foreign countries. American's
operating revenues from foreign operations were (in millions):
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Latin America $ 2,716 $ 2,438 $ 2,316
Europe 2,035 1,967 2,059
Pacific 356 336 373
--------- --------- ---------
Foreign operating revenues $ 5,107 $ 4,741 $ 4,748
========= ========= =========
</TABLE>
The SABRE Group also conducts operations in various foreign countries.
The SABRE Group's operating revenues from foreign operations were $339 million,
$284 million and $251 million for 1997, 1996 and 1995, respectively.
59
<PAGE> 61
16. SEGMENT INFORMATION
AMR's operations fall within three industry segments: the Airline
Group, The SABRE Group and the Management Services Group. For a description of
each of these groups, refer to Management's Discussion and Analysis on pages 17
and 18.
The following table presents selected financial data by industry
segment (in millions):
<TABLE>
<CAPTION>
December 31,
-------------------------------
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Airline Group:
Total revenues $16,903 $16,211 $15,501
Intergroup revenues 47 41 --
Operating income 1,569 1,442 564
Depreciation and amortization expense 1,038 1,018 1,071
Restructuring costs -- -- 533
Capital expenditures 1,139 338 745
Identifiable assets 18,709 18,560 18,290
The SABRE Group:
Total revenues 1,784 1,622 1,529
Intergroup revenues 526 500 548
Operating income 308 327 380
Depreciation and amortization expense 185 165 171
Capital expenditures 218 184 167
Identifiable assets 1,503 1,246 596
Management Services Group:
Total revenues 610 620 572
Intergroup revenues 154 159 144
Operating income 49 70 71
Depreciation and amortization expense 21 21 17
Capital expenditures 33 25 16
Identifiable assets 297 287 313
</TABLE>
Identifiable assets are gross assets used by a business segment,
including an allocated portion of assets used jointly by more than one business
segment. General corporate and other assets not allocated to business segments
were $406 million, $404 million and $357 million at December 31, 1997, 1996 and
1995, respectively, and consist primarily of income tax assets.
In the second quarter of 1996, American and The SABRE Group completed
the negotiations of a new technology services agreement pursuant to which The
SABRE Group performs data processing and solutions services for American. This
agreement reflected the downward trend in market prices for data processing
services. Additionally, the two companies completed negotiations on new
agreements covering the provision of air travel and certain marketing services
by American to The SABRE Group. The parties agreed to apply the financial
terms of these agreements as of January 1, 1996, which is reflected in the
selected segment financial data in the above table. Excluding the effects of
the new agreements and the Reorganization, operating income for 1996 would have
approximated $1.38 billion for the Airline Group and $392 million for The SABRE
Group.
60
<PAGE> 62
17. QUARTERLY FINANCIAL DATA (UNAUDITED)
Unaudited summarized financial data by quarter for 1997 and 1996 (in
millions, except per share amounts):
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
1997
<S> <C> <C> <C> <C>
Operating revenues $4,426 $4,710 $4,798 $4,636
Operating income 349 588 610 379
Net earnings 152 302 323 208
Earnings per common share:
Basic 1.67 3.32 3.66 2.41
Diluted 1.65 3.26 3.56 2.33
1996
Operating revenues $4,308 $4,550 $4,562 $4,333
Operating income 401 586 588 264
Earnings before extraordinary loss 157 293 282 373
Net earnings 157 293 282 284
Earnings per common share:
Basic
Before extraordinary loss 2.05 3.40 3.10 4.10
Net earnings 2.05 3.40 3.10 3.12
Diluted
Before extraordinary loss 1.84 3.20 3.06 4.05
Net earnings 1.84 3.20 3.06 3.08
</TABLE>
Results for the third quarter of 1996 include a $21 million provision
for American's share of a multi-carrier travel agency class action litigation
settlement. Results for the fourth quarter of 1996 include a $497 million gain
recorded by the Company related to the initial public offering of The SABRE
Group (See Note 13), a $251 million charge related to the write-off of the
Company's investment in Canadian and certain deferred costs relating to the
Company's agreement to provide a variety of services to Canadian (See Note 14)
and a $26 million charge to write down the value of aircraft interiors the
Company planned to refurbish.
61
<PAGE> 63
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
- --------------------------------------------------------------------------------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated herein by reference from the Company's definitive proxy statement
for the annual meeting of stockholders on May 20, 1998. Information concerning
the executive officers is included in Part I of this report on page 14.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference from the Company's definitive proxy statement
for the annual meeting of stockholders on May 20, 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference from the Company's definitive proxy statement
for the annual meeting of stockholders on May 20, 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference from the Company's definitive proxy statement
for the annual meeting of stockholders on May 20, 1998.
PART IV
- --------------------------------------------------------------------------------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) The following financial statements and Independent Auditors' Report
are filed as part of this report:
<TABLE>
<CAPTION>
Page
-----
<S> <C>
Report of Independent Auditors 34
Consolidated Statement of Operations for the Years Ended
December 31, 1997, 1996 and 1995 35-36
Consolidated Balance Sheet at December 31, 1997 and 1996 37-38
Consolidated Statement of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 39
Consolidated Statement of Stockholders' Equity for the Years Ended
December 31, 1997, 1996 and 1995 40
Notes to Consolidated Financial Statements 41-61
</TABLE>
62
<PAGE> 64
(2) The following financial statement schedule and Independent
Auditors' Report are filed as part of this report:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors 69
Schedule II Valuation and Qualifying Accounts and Reserves 70
</TABLE>
Schedules not included have been omitted because they are not
applicable or because the required information is included in
the consolidated financial statements or notes thereto.
(3) Exhibits required to be filed by Item 601 of Regulation S-K.
(Where the amount of securities authorized to be issued under
any of AMR's long-term debt agreements does not exceed 10
percent of AMR's assets, pursuant to paragraph (b)(4) of Item
601 of Regulation S-K, in lieu of filing such as an exhibit,
AMR hereby agrees to furnish to the Commission upon request a
copy of any agreement with respect to such long-term debt.)
EXHIBIT
3.1 Restated Certificate of Incorporation of AMR, incorporated by
reference to AMR's Registration Statement on Form S-4, file
number 33-55191.
3.2 Amended Bylaws of AMR, incorporated by reference to Exhibit
10(ppp) to AMR's report on Form 10-Q for the period ended June
30, 1995.
3.3 Bylaws of AMR, amended as of May 21, 1997.
10.1 Employment Agreement among AMR, American Airlines and Robert
L. Crandall, dated January 1, 1988, incorporated by reference
to Exhibit 10(t) to AMR's report on Form 10-Q for the period
ended March 31, 1988; amendments thereto incorporated by
reference to Exhibit 10(ff) to AMR's report on Form 10-K for
the year ended December 31, 1989, Exhibit 10(tt) to AMR's
report on Form 10-K for the year ended December 31, 1990,
Exhibit 10(uu) to AMR's report on Form 10-Q for the period
ended June 30, 1992, and Exhibit 10(ooo) to AMR's report on
Form 10-Q for the period ended March 31, 1995.
10.2 Amended and Restated Employment Agreement among AMR, American
Airlines and Robert L. Crandall, dated January 21, 1998.
10.3 Irrevocable Executive Trust Agreement, dated as of May 1,
1992, between AMR and Wachovia Bank of North Carolina N.A.,
incorporated by reference to Exhibit 10(vv) to AMR's report on
Form 10-K for the year ended December 31, 1992.
10.4 Deferred Compensation Agreement, dated April 14, 1973, as
amended March 1, 1975, between American and Robert L.
Crandall, incorporated by reference to Exhibit 10(c)(7) to
American's Registration Statement No. 2-76709.
10.5 Form of Executive's Termination Benefits Agreement
incorporated by reference to Exhibit 10(p) to AMR's report on
Form 10-K for the year ended December 31, 1985.
10.6 Management Severance Allowance, dated as of February 23, 1990,
for levels 1-4 employees of American Airlines, Inc.,
incorporated by reference to Exhibit 10(oo) to AMR's report on
Form 10-K for the year ended December 31, 1989.
10.7 Management Severance Allowance, dated as of February 23, 1990,
for level 5 and above employees of American Airlines, Inc.,
incorporated by reference to Exhibit 10(pp) to AMR's report on
Form 10-K for the year ended December 31, 1989.
63
<PAGE> 65
10.8 Description of informal arrangement relating to deferral of
payment of directors' fees, incorporated by reference to
Exhibit 10(c)(11) to American's Registration Statement No. 2-
76709.
10.9 Directors Stock Equivalent Purchase Plan, incorporated by
reference to Exhibit 10(gg) to AMR's report on Form 10-K for
the year ended December 31, 1989.
10.10 Directors Stock Incentive Plan dated May 18, 1994, as amended,
incorporated by reference to Exhibit 10.9 to AMR's report on
Form 10-K for the year ended December 31, 1996.
10.11 Deferred Compensation Agreement, dated as of December 27,
1995, between AMR and Howard P. Allen, incorporated by
reference to Exhibit 10(sss) to AMR's report on Form 10-K for
the year ended December 31, 1995.
10.12 Deferred Compensation Agreement, dated as of January 31, 1990,
between AMR and Edward A. Brennan, incorporated by reference
to Exhibit 10(hh) to AMR's report on Form 10-K for the year
ended December 31, 1989.
10.13 Deferred Compensation Agreement, dated as of February 7, 1996,
between AMR and Armando M. Codina, incorporated by reference
to Exhibit 10(ttt) to AMR's report on Form 10-K for the year
ended December 31, 1995.
10.14 Deferred Compensation Agreement, dated as of February 10,
1997, between AMR and Armando M. Codina, incorporated by
reference to Exhibit 10.13 to AMR's report on Form 10-K for
the year ended December 31, 1996.
10.15 Deferred Compensation Agreement, dated as of February 19,
1998, between AMR and Armando M. Codina.
10.16 Deferred Compensation Agreement, dated as of February 9, 1996,
between AMR and Charles T. Fisher, III, incorporated by
reference to Exhibit 10(uuu) to AMR's report on Form 10-K for
the year ended December 31, 1995.
10.17 Deferred Compensation Agreement, dated as of January 30, 1997,
between AMR and Charles T. Fisher, III, incorporated by
reference to Exhibit 10.15 to AMR's report on Form 10-K for
the year ended December 31, 1996.
10.18 Deferred Compensation Agreement, dated as of February 19,
1998, between AMR and Charles T. Fisher, III.
10.19 Deferred Compensation Agreement, dated as of February 23,
1996, between AMR and Charles H. Pistor, Jr., incorporated by
reference to Exhibit 10(vvv) to AMR's report on Form 10-K for
the year ended December 31, 1995.
10.20 Deferred Compensation Agreement, dated as of January 30, 1997,
between AMR and Charles H. Pistor, Jr., incorporated by
reference to Exhibit 10.17 to AMR's report on Form 10-K for
the year ended December 31, 1996.
10.21 Deferred Compensation Agreement, dated as of February 19,
1998, between AMR and Charles H. Pistor, Jr.
10.22 Deferred Compensation Agreement, dated as of July 16, 1997,
between AMR and Judith Rodin.
10.23 Deferred Compensation Agreement, dated as of February 19,
1998, between AMR and Judith Rodin.
64
<PAGE> 66
10.24 Description of American's Split Dollar Insurance Program,
dated December 28, 1977, incorporated by reference to Exhibit
10(c)(1) to American's Registration Statement No. 2-76709.
10.25 AMR Corporation 1988 Long-Term Incentive Plan, incorporated by
reference to Exhibit 10(t) to AMR's report on Form 10-K for
the year ended December 31, 1988.
10.26 Amendment to AMR's 1988 Long-term Incentive Plan dated May 18,
1994, incorporated by reference to Exhibit A to AMR's
definitive proxy statement with respect to the annual meeting
of stockholders held on May 18, 1994.
10.27 Form of Stock Option Agreement for Corporate Officers under
the AMR 1988 Long-Term Incentive Plan, incorporated by
reference to Exhibit 10(rr) to AMR's report on Form 10-K for
the year ended December 31, 1990.
10.28 Current form of Stock Option Agreement under the AMR 1988
Long-Term Incentive Plan.
10.29 Form of Career Equity Program Agreement, incorporated by
reference to Exhibit 10(nnn) to AMR's report on Form 10-K for
the year ended December 31, 1994.
10.30 Current Form of Career Equity Program Deferred Stock Award
Agreement for Corporate Officers under the AMR 1988 Long-Term
Incentive Plan.
10.31 Current form of Career Equity Program Deferred Stock Award
Agreement for non-officers under the AMR 1988 Long-Term
Incentive Plan.
10.32 Form of Guaranty to Career Equity Program under the AMR 1988
Long-Term Incentive Plan, incorporated by reference to Exhibit
10(ccc) to AMR's report on Form 10-K for the year ended
December 31, 1993.
10.33 Performance Share Program for the years 1994 to 1996 under the
1988 Long-term Incentive Program, incorporated by reference to
Exhibit 10(lll) to AMR's report on Form 10-K for the year
ended December 31, 1994.
10.34 Performance Share Program for the years 1995 to 1997 under the
1988 Long-term Incentive Program, incorporated by reference to
Exhibit 10(ooo) to AMR's report on Form 10-K for the year
ended December 31, 1995.
10.35 Performance Share Program for the years 1996 to 1998 under the
1988 Long-term Incentive Program, incorporated by reference to
Exhibit 10.26 to AMR's report on Form 10-K for the year ended
December 31, 1996.
10.36 Performance Share Program for the years 1997 to 1999 under the
1988 Long-term Incentive Program, incorporated by reference to
Exhibit 10.27 to AMR's report on Form 10-K for the year ended
December 31, 1996.
10.37 Form of Performance Share Program for the years 1997 to 1999
under the 1988 Long-term Incentive Program.
10.38 Performance Share Program for the years 1998 to 2000 under the
1988 Long-term Incentive Program.
10.39 American Airlines, Inc. Supplemental Executive Retirement
Program, as amended January 1997, incorporated by reference to
Exhibit 10.28 to AMR's report on Form 10-K for the year ended
December 31, 1996.
65
<PAGE> 67
10.40 American Airlines, Inc. 1987 Executive Deferral Plan, as
amended through 1997.
10.41 American Airlines, Inc. 1996 Employee Profit Sharing Plan,
incorporated by reference to Exhibit 10.29 to AMR's report on
Form 10-K for the year ended December 31, 1996.
10.42 American Airlines, Inc. 1997 Employee Profit Sharing Plan,
incorporated by reference to Exhibit 10.30 to AMR's report on
Form 10-K for the year ended December 31, 1996.
10.43 American Airlines, Inc. 1998 Employee Profit Sharing Plan.
10.44 American Airlines, Inc. 1996 Incentive Compensation Plan for
Officers and Key Employees, incorporated by reference to
Exhibit 10(qqq) to AMR's report on Form 10-K for the year
ended December 31, 1995.
10.45 American Airlines, Inc. 1997 Incentive Compensation Plan for
Officers and Key Employees, incorporated by reference to
Exhibit 10.32 to AMR's report on Form 10-K for the year ended
December 31, 1996.
10.46 American Airlines, Inc. 1998 Incentive Compensation Plan for
Officers and Key Employees.
10.47 Aircraft Sales Agreement by and between American Airlines,
Inc. and Federal Express Corporation, dated April 7, 1995,
incorporated by reference to Exhibit 10(rrr) to AMR's report
on Form 10-K for the year ended December 31, 1995.
Confidential treatment was granted as to a portion of this
document.
10.48 Aircraft Purchase Agreement by and between American Airlines,
Inc. and The Boeing Company, dated October 31, 1997.
Confidential treatment has been requested as to a portion of
this document.
10.49 Aircraft Purchase Agreement by and between AMR Eagle Holding
Corporation and Bombardier Inc., dated January 31, 1998.
Confidential treatment has been requested as to a portion of
this document.
10.50 Aircraft Purchase Agreement by and between AMR Eagle, Inc. and
Embraer-Empresa Brasileira de Aeronautica S.A., dated December
22, 1997. Confidential treatment has been requested as to a
portion of this document.
10.51 The SABRE Group, Inc. Long-Term Incentive Plan, incorporated
by reference to Exhibit 10.25 to The SABRE Group Holdings,
Inc.'s Registration Statement on Form S-1, file number 333-
09747.
10.52 The SABRE Group, Inc. Directors' Stock Incentive Plan,
incorporated by reference to Exhibit 10.26 to The SABRE Group
Holdings, Inc.'s Registration Statement on Form S-1, file
number 333-09747.
10.53 Form of Executive Termination Benefits Agreement for The SABRE
Group, Inc., incorporated by reference to Exhibit 10.27 to The
SABRE Group Holdings, Inc.'s Registration Statement on Form S-
1, file no. 333-09747.
66
<PAGE> 68
21 Significant subsidiaries of the registrant as of December 31,
1997.
23 Consent of Independent Auditors.
27.1 Financial Data Schedule as of December 31, 1997.
27.2 Restated Financial Data Schedule as of December 31, 1996.
27.3 Restated Financial Data Schedule as of December 31, 1995.
(b) Reports on Form 8-K:
None.
67
<PAGE> 69
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMR CORPORATION
/s/ Robert L. Crandall
- -------------------------------------------------
Robert L. Crandall
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/s/ Gerard J. Arpey
- -------------------------------------------------
Gerard J. Arpey
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: March 25, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates noted:
Directors:
/s/ David L. Boren /s/ Dee J. Kelly
--------------------------------- --------------------------------
David L. Boren Dee J. Kelly
/s/ Edward A. Brennan /s/ Ann D. McLaughlin
--------------------------------- --------------------------------
Edward A. Brennan Ann D. McLaughlin
/s/ Armando M. Codina /s/ Charles H. Pistor, Jr.
--------------------------------- --------------------------------
Armando M. Codina Charles H. Pistor, Jr.
/s/ Christopher F. Edley /s/ Joe M. Rodgers
--------------------------------- --------------------------------
Christopher F. Edley Joe M. Rodgers
/s/ Charles T. Fisher, III /s/ Judith Rodin
--------------------------------- --------------------------------
Charles T. Fisher, III Judith Rodin
/s/ Earl G. Graves /s/ Maurice Segall
--------------------------------- --------------------------------
Earl G. Graves Maurice Segall
Date: March 25, 1998
68
<PAGE> 70
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
AMR Corporation
We have audited the consolidated financial statements of AMR
Corporation as of December 31, 1997 and 1996, and for each of the three years
in the period ended December 31, 1997, and have issued our report thereon dated
January 19, 1998. Our audits also included Schedule II - Valuation and
Qualifying Accounts and Reserves. This schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
schedule based on our audits.
In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
2121 San Jacinto
Dallas, Texas 75201
January 19, 1998
69
<PAGE> 71
AMR CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(DEDUCTED FROM ASSET TO WHICH APPLICABLE)
(IN MILLIONS)
<TABLE>
<CAPTION>
CHARGED TO
----------
SALES,
BALANCE RETIRE- BALANCE
AT OTHER DEPREC. NET MENTS AT
BEGINNING OPERATING AND RESTRUCT WRITE- AND END OF
OF YEAR EXPENSES AMORT. COSTS OFF TRANSFERS YEAR
--------- --------- -------- ------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997
Allowance for
uncollectible accounts $ 17 $ 26 $ -- $ -- $ (19) $ -- $ 24
Allowance for
obsolescence of inventories 213 -- 36 -- -- (46) 203
YEAR ENDED DECEMBER 31, 1996
Allowance for
uncollectible accounts 18 20 -- -- (21) -- 17
Allowance for
obsolescence of inventories 250 -- 23 -- -- (60) 213
YEAR ENDED DECEMBER 31, 1995
Allowance for
uncollectible accounts 26 17 -- -- (25) -- 18
Allowance for
obsolescence of inventories 179 -- 38 18 -- 15 250
</TABLE>
70
<PAGE> 72
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3.3 Bylaws of AMR, amended as of May 21, 1997.
10.2 Amended and Restated Employment Agreement among AMR, American
Airlines and Robert L. Crandall, dated January 21, 1998.
10.15 Deferred Compensation Agreement, dated as of February 19,
1998, between AMR and Armando M. Codina.
10.18 Deferred Compensation Agreement, dated as of February 19,
1998, between AMR and Charles T. Fisher, III.
10.21 Deferred Compensation Agreement, dated as of February 19,
1998, between AMR and Charles H. Pistor, Jr.
10.22 Deferred Compensation Agreement, dated as of July 16, 1997,
between AMR and Judith Rodin.
10.23 Deferred Compensation Agreement, dated as of February 19,
1998, between AMR and Judith Rodin.
10.28 Current form of Stock Option Agreement under the AMR 1988
Long-Term Incentive Plan.
10.30 Current Form of Career Equity Program Deferred Stock Award
Agreement for Corporate Officers under the AMR 1988 Long-Term
Incentive Plan.
10.31 Current form of Career Equity Program Deferred Stock Award
Agreement for non-officers under the AMR 1988 Long-Term
Incentive Plan.
</TABLE>
<PAGE> 73
<TABLE>
<S> <C>
10.37 Form of Performance Share Program for the years 1997 to 1999
under the 1988 Long-term Incentive Program.
10.38 Performance Share Program for the years 1998 to 2000 under the
1988 Long-term Incentive Program.
10.40 American Airlines, Inc. 1987 Executive Deferral Plan, as
amended through 1997.
10.43 American Airlines, Inc. 1998 Employee Profit Sharing Plan.
10.46 American Airlines, Inc. 1998 Incentive Compensation Plan for
Officers and Key Employees.
10.48 Aircraft Purchase Agreement by and between American Airlines,
Inc. and The Boeing Company, dated October 31, 1997.
Confidential treatment has been requested as to a portion of
this document.
10.49 Aircraft Purchase Agreement by and between AMR Eagle Holding
Corporation and Bombardier Inc., dated January 31, 1998.
Confidential treatment has been requested as to a portion of
this document.
10.50 Aircraft Purchase Agreement by and between AMR Eagle, Inc. and
Embraer-Empresa Brasileira de Aeronautica S.A., dated December
22, 1997. Confidential treatment has been requested as to a
portion of this document.
21 Significant subsidiaries of the registrant as of December 31,
1997.
23 Consent of Independent Auditors.
27.1 Financial Data Schedule as of December 31, 1997.
27.2 Restated Financial Data Schedule as of December 31, 1996.
27.3 Restated Financial Data Schedule as of December 31, 1995.
</TABLE>
<PAGE> 1
Exhibit 3.3
AMR CORPORATION
BYLAWS
(As amended May 21, 1997)
ARTICLE I
Offices
The registered office of the corporation in the State of Delaware is to
be located in the City of Wilmington, County of New Castle. The corporation may
have other offices within and without the State of Delaware.
ARTICLE II
Meetings of Stockholders
Section l. Annual Meetings. An annual meeting of stockholders to elect
directors and to take action upon such other matters as may properly come before
the meeting shall be held on the third Wednesday in May of each year, or on such
other day, and at such time and at such place, within or without the State of
Delaware, as the board of directors or the chairman of the board may from time
to time fix.
Any stockholder wishing to bring a matter before an annual meeting must
notify the secretary of the corporation of such fact not less than sixty nor
more than ninety days before the date of the meeting. Such notice shall be in
writing and shall set forth the business proposed to be brought before the
meeting, shall identify the stockholder and shall disclose the stockholder's
interest in the proposed business.
<PAGE> 2
Section 2. Special Meetings. A special meeting of stockholders shall be
called by the secretary upon receipt of a request in writing of the board of
directors, the chairman of the board or the president. Any such meeting shall be
held at the principal business office of the corporation unless the board shall
name another place therefor, at the time specified by the body or persons
calling such meeting.
Section 3. Nominees For Election As Director. Nominations for election
as director, other than those made by or at the direction of the board of
directors, must be made by timely notice to the secretary, setting forth as to
each nominee the information required to be included in a proxy statement under
the proxy rules of the Securities and Exchange Commission. If such election is
to occur at an annual meeting of stockholders, notice shall be timely if it
meets the requirements of such proxy rules for proposals of security holders to
be presented at an annual meeting. If such election is to occur at a special
meeting of stockholders, notice shall be timely if received not less than ninety
days prior to such meeting.
Section 4. Notice of Meetings. Written notice of each meeting of
stockholders shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, such notice shall
be mailed, postage prepaid, to each stockholder entitled to vote at such
meeting, at his address as it appears on the records of the corporation, not
less than ten nor more than sixty days before the date of the meeting. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken, unless the adjournment is for more than thirty
days or a new record date is
2
<PAGE> 3
fixed for the adjourned meeting, in which case a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.
Section 5. Chairman and Secretary at Meetings. At any meeting of
stockholders the chairman of the board, or in his absence, the president, or if
neither such person is available, then a person designated by the board of
directors, shall preside at and act as chairman of the meeting. The secretary,
or in his absence a person designated by the chairman of the meeting, shall act
as secretary of the meeting.
Section 6. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for him by proxy,
but no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period.
Section 7. Quorum. At all meetings of the stock- holders the holders of
one-third of the number of shares of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum requisite for the election of directors and the transaction
of other business, except as otherwise provided by law or by the certificate of
incorporation or by any resolution of the board of directors creating any series
of Preferred Stock.
If holders of the requisite number of shares to constitute a quorum
shall not be present in person or represented by proxy at any meeting of
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time until a quorum shall be present or represented. At any such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 8. Voting. At any meeting of stockholders, except as otherwise
provided
3
<PAGE> 4
by law or by the certificate of incorporation or by any resolution of the board
of directors creating any series of Preferred Stock:
(a) Each holder of record of a share or shares of stock on the record
date for determining stockholders entitled to vote at such meeting shall be
entitled to one vote in person or by proxy for each share of stock so held.
(b) Directors shall be elected by a plurality of the votes cast by the
holders of Common Stock, present in person or by proxy.
(c) Each other question properly presented to any meeting of
stockholders shall be decided by a majority of the votes cast on the question
entitled to vote thereon.
(d) Elections of directors shall be by ballot but the vote upon any
other question shall be by ballot only if so ordered by the chairman of the
meeting or if so requested by stockholders, present in person or represented by
proxy, entitled to vote on the question and holding at least l0% of the shares
so entitled to vote.
Section 9. Action By Written Consent. Any stock- holder seeking to act
by written consent of stockholders shall notify the secretary in writing of such
intent and shall request the board of directors to fix a record date for
determining the stockholders entitled to vote by consent. The notice shall
specify the actions sought to be taken and, if the election of one or more
individuals as director is sought, shall include as to each nominee the
information required to be included in a proxy statement under the proxy rules
of the Securities and Exchange Commission. Such record date shall not be more
than ten (10) days after the date upon which the resolution fixing the record
date is adopted by the board of directors.
4
<PAGE> 5
The board of directors shall promptly, but in all events within ten
(10) days after the date on which the written request for fixing a record date
was received by the secretary, adopt a resolution fixing the record date. If no
record date has been fixed by the board of directors within ten (10) days of the
date on which such a request is received, the record date for determining
stockholders entitled to vote by consent, when no prior action by the board of
directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken
was delivered to the corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or any officer or agent of
the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the board of directors and prior action by
the board of directors is required by applicable law, the record date for
determining stockholders entitled to vote by consent shall be at the close of
business on the date on which the board of directors adopts the resolution
taking such prior action.
Section l0. List of Stockholders. At least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder
shall be prepared. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where
5
<PAGE> 6
the meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.
Section ll. Judges of Election. Whenever a vote at a meeting of
stockholders shall be by ballot, or whenever written consent to action is
sought, the proxies and ballots or consents shall be received and taken charge
of, and all questions touching on the qualification of voters and the validity
of proxies and consents and the acceptance and rejection of votes shall be
decided by two judges of election. In the case of a meeting of stockholders,
such judges of election shall be appointed by the board of directors before or
at the meeting, and if no such appointment shall have been made, then by the
stockholders at the meeting. In the case of a solicitation of consents, such
judges of election shall be appointed by the board of directors on or before the
record date for determining the stockholders entitled to vote by consent, and if
no such appointment shall have been made, then by the chairman of the board or
the president. If for any reason either of the judges of election previously
appointed shall fail to attend or refuse or be unable to serve, a judge of
election in place of any so failing to attend or refusing or unable to serve,
shall be appointed by the board of directors, the stockholders at the meeting,
the chairman of the board or the president.
ARTICLE III
Directors: Number, Election, Etc.
Section l. Number. The board of directors shall consist of such number
of members, not less than three, as the board of directors may from time to time
determine by resolution, plus such additional persons as the holders of the
Preferred Stock may be entitled from time to time,
6
<PAGE> 7
pursuant to the provisions of any resolution of the board of directors creating
any series of Preferred Stock, to elect to the board of directors.
Section 2. Election, Term, Vacancies. Directors shall be elected each
year at the annual meeting of stockholders, except as hereinafter provided, and
shall hold office until the next annual election and until their successors are
duly elected and qualified. Vacancies and newly created directorships result-
ing from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a quorum.
Section 3. Resignation. Any director may resign at any time by giving
written notice of such resignation to the board of directors, the chairman of
the board, the president or the secretary. Any such resignation shall take
effect at the time specified therein or, if no time be specified, upon the
receipt thereof by the board of directors or one of the above-named officers
and, unless specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 4. Removal. Any director may be removed from office at any
time, with or without cause, by a vote of a majority of a quorum of the
stockholders entitled to vote at any regular meeting or at any special meeting
called for the purpose.
Section 5. Fees and Expenses. Directors shall receive such fees and
expenses as the board of directors shall from time to time prescribe.
7
<PAGE> 8
ARTICLE IV
Meetings of Directors
Section l. Regular Meetings. Regular meetings of the board of directors
shall be held at the principal office of the corporation, or at such other place
(within or without the State of Delaware), and at such time, as may from time to
time be prescribed by the board of directors or stockholders. A regular annual
meeting of the board of directors for the election of officers and the
transaction of other business shall be held on the same day as the annual
meeting of the stockholders or on such other day and at such time and place as
the board of directors shall determine. No notice need be given of any regular
meeting.
Section 2. Special Meetings. Special meetings of the board of directors
may be held at such place (within or without the State of Delaware) and at such
time as may from time to time be determined by the board of directors or as may
be specified in the call and notice of any meeting. Any such meeting shall be
held at the call of the chairman of the board, the president, a vice president,
the secretary, or two or more directors. Notice of a special meeting of
directors shall be mailed to each director at least three days prior to the
meeting date, provided that in lieu thereof, notice may be given to each
director personally or by telephone, or dispatched by telegraph, at least one
day prior to the meeting date.
Section 3. Waiver of Notice. In lieu of notice of meeting, a waiver
thereof in writing, signed by the person or persons entitled to said notice
whether before or after the time stated therein, shall be deemed equivalent
thereto. Any director present in person at a meeting of the board of directors
shall be deemed to have waived notice of the time and place of meeting.
8
<PAGE> 9
Section 4. Action Without Meeting. Unless otherwise restricted by the
certificate of incorporation, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting if all members of the board of directors or of such committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the board of directors or of such
committee.
Section 5. Quorum. At all meetings of the board, one-third of the total
number of directors shall constitute a quorum for the transaction of business.
The act of a majority of the directors present at any meeting at which there is
a quorum shall be the act of the board of directors, except as may be otherwise
specifically provided by law.
If at any meeting there is less than a quorum present, a majority of
those present (or if only one be present, then that one), may adjourn the
meeting from time to time without further notice other than announced at the
meeting until a quorum is present. At such adjourned meeting at which a quorum
is present, any business may be transacted which might have been transacted at
the meeting as originally scheduled.
Section 6. Business Transacted. Unless otherwise indicated in the
notice of meeting or required by law, the certificate of incorporation or bylaws
of the corporation, any and all business may be transacted at any directors'
meeting.
ARTICLE V
Powers of the Board of Directors
The management of all the property and business of the corporation and
the regulation and government of its affairs shall be vested in the board of
directors. In addition to the powers and
9
<PAGE> 10
authorities by these bylaws and the certificate of incorporation expressly
conferred on them, the board of directors may exercise all such powers of the
corporation and do all such lawful acts and things as are not by law, or by the
certificate of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.
ARTICLE VI
Committees
Section l. Executive Committee. The board of directors may, by
resolution passed by a majority of the whole board, designate an executive
committee, to consist of three or more members. The chief executive officer plus
one other member of the executive committee shall constitute a quorum.
The executive committee shall have and may exercise all the powers and
authority of the board of directors in the management of the business and
affairs of the corporation, with the exception of such powers and authority as
may be specifically reserved to the board of directors by law or by resolution
adopted by the board of directors.
Section 2. Audit Committee. The board of directors may, by resolution
passed by a majority of the whole board, designate an audit committee, to
consist of three or more members, none of the members of which shall be
employees or officers of the corporation. A majority of the members of the audit
committee shall constitute a quorum.
The audit committee shall from time to time review and make
recommendations to the board of directors with respect to the selection of
independent auditors, the fees to be paid such auditors, the adequacy of the
audit and accounting procedures of the corporation, and such other
10
<PAGE> 11
matters as may be specifically delegated to the committee by the board of
directors. In this connection the audit committee shall, at its request, meet
with representatives of the independent auditors and with the financial officers
of the corporation separately or jointly.
Section 3. Compensation Committee. The board of directors may, by
resolution passed by a majority of the whole board, designate a compensation
committee, to consist of three or more members of the board of directors, except
that no member of the compensation committee may (i) be an employee or officer
of the corporation or (ii) maintain a relationship with the Corporation that
would cause such member to be ineligible for membership on the compensation
committee pursuant to rules or regulations adopted by the Securities and
Exchange Commission, the Internal Revenue Service or any other governmental
agency. A majority of the members of the compensation committee shall constitute
a quorum.
The compensation committee shall from time to time review and make
recommendations to the board of directors with respect to the management
remuneration policies of the corporation including but not limited to salary
rates and fringe benefits of elected officers, other remuneration plans such as
incentive compensation, deferred compensation and stock option plans, directors'
compensation and benefits and such other matters as may be specifically
delegated to the committee by the board of directors.
Section 4. Nominating and Governance Committee. The board of directors
may, by resolution passed by a majority of the whole board, designate a
nominating and governance committee, to consist of three or more members, none
of the members of which shall be employees or officers of the corporation. A
majority of the members of the nominating and governance committee shall
constitute a quorum.
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The nominating and governance committee shall make recommendations to
the board of directors (i) concerning suitable candidates for election to the
board, (ii) with respect to assignments to board committees, (iii) with respect
to promotions, changes and succession among the senior management of the
corporation and (iv) concerning practices and procedures for the proper and
efficient management of the board of directors. The nominating and governance
committee shall perform such other duties as may be specifically delegated to
the committee by the board of directors.
Section 5. Committee Procedure, Seal.
(a) The executive, compensation, nominating and governance and audit
committees shall keep regular minutes of their meetings, which shall be reported
to the board of directors, and shall fix their own rules of procedures.
(b) The executive, compensation, nominating and governance and audit
committees may each authorize the seal of the corporation to be affixed to all
papers which may require it.
(c) In the absence or disqualification of a member of any committee,
the members of that committee present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of such
absent or disqualified member.
Section 6. Special Committees. The board of directors may, from time to
time, by resolution passed by a majority of the whole board, designate one or
more special committees. Each such committee shall have such duties and may
exercise such powers as are granted to it in the resolution designating the
members thereof. Each such committee shall fix its own rules of procedure.
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ARTICLE VII
Indemnification
Section l. Nature of Indemnity. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was or has agreed to become a director or officer of the corporation, or is or
was serving or has agreed to serve at the request of the corporation as a
director or officer, of another corporation, partnership, joint venture, trust
or other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a party or
is threatened to be made a party to such an action by reason of the fact that he
is or was or has agreed to become an employee or agent of the corporation, or is
or was serving or has agreed to serve at the request of the corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding had no reasonable cause to believe his
conduct was unlawful; except that in the case of an action or suit by or in the
right of the corporation to procure a judgment in its favor (l) such
indemnification shall be limited to expenses (including attorneys' fees)
actually and reasonably incurred by such person in the defense or settlement of
such action or suit, and (2) no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware
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<PAGE> 14
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Successful Defense. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section l
hereof or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section 3. Determination That Indemnification Is Proper. Any
indemnification of a director or officer of the corporation under Section l
hereof (unless ordered by a court) shall be made by the corporation unless a
determination is made that indemnification of the director or officer is not
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section l hereof. Any indemnification of an employee or
agent of the corporation under Section l hereof (unless ordered by a court) may
be made by the corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section l hereof. Any such
determination shall be made
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<PAGE> 15
(1) by a majority vote of the directors who are not parties to such action, suit
or proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (3) by the stockholders.
Section 4. Advance Payment of Expenses. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate. The board of directors may authorize the corporation's
counsel to represent a director, officer, employee or agent in any action, suit
or proceeding, whether or not the corporation is a party to such action, suit or
proceeding.
Section 5. Procedure for Indemnification of Directors or Officers. Any
indemnification of a director or officer of the corporation under Sections l and
2, or advance of costs, charges and expenses of a director or officer under
Section 4 of this Article, shall be made promptly, and in any event within 60
days, upon the written request of the director or officer. If the corporation
fails to respond within 60 days, then the request for indemnification shall be
deemed to be approved. The right to indemnification or advances as granted by
this Article shall be enforceable by the director or officer in any court of
competent jurisdiction if the corporation denies such request, in whole or in
part. Such person's costs and expenses incurred in connection with successfully
establishing his right to indemnification, in whole or in part, in any such
action shall also be indemnified by the corporation.
15
<PAGE> 16
It shall be a defense to any such action (other than an action brought to
enforce a claim for the advance of costs, charges and expenses under Section 4
of this Article where the required undertaking, if any, has been received by the
corporation) that the claimant has not met the standard of conduct set forth in
Section l of this Article, but the burden of proving such defense shall be on
the corporation. Neither the failure of the corporation (including its board of
directors, its independent legal counsel, and its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section l of this Article, nor the fact that
there has been an actual determination by the corporation (including its board
of directors, its independent legal counsel, and its stockholders) that the
claimant has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.
Section 6. Survival; Preservation of Other Rights.
The foregoing indemnification provisions shall be deemed to be a
contract between the corporation and each director, officer, employee and agent
who serves in such capacity at any time while these provisions as well as the
relevant provisions of the Delaware Corporation Law are in effect and any repeal
or modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any action,
suit, or proceeding previously or thereafter brought or threatened based in
whole or in part upon any such state of facts. Such a "contract right" may not
be modified retroactively without the consent of such director, officer,
employee or agent.
The indemnification provided by this Article VII shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of
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<PAGE> 17
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 7. Insurance. The corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article,
provided that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the entire board of
directors.
Section 8. Savings Clause. If this Article or any portion hereof shall
be invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the corporation, to the full extent permitted by any applicable portion
of this Article that shall not have been invalidated and to the full extent
permitted by applicable law.
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<PAGE> 18
ARTICLE VIII
Officers
Section l. General. The officers of the corporation shall be the
chairman of the board, president, one or more vice presidents (including
executive vice presidents and senior vice presidents), a secretary, a
controller, a treasurer, and such other subordinate officers as may from time to
time be designated and elected by the board of directors.
Section 2. Other Offices. The chairman of the board shall be chosen by
the board of directors from among their own number. The other officers of the
corporation may or may not be directors.
Section 3. Term. Officers of the corporation shall be elected by the
board of directors and shall hold their respective offices during the pleasure
of the board and any officer may be removed at any time, with or without cause,
by a vote of the majority of the directors. Each officer shall hold office from
the time of his appointment and qualification until the next annual election of
officers or until his earlier resignation or removal except that upon election
thereof a shorter term may be designated by the board of directors. Any officer
may resign at any time upon written notice to the corporation.
Section 4. Compensation. The compensation of officers of the
corporation shall be fixed, from time to time, by the board of directors.
Section 5. Vacancy. In case any office becomes vacant by death,
resignation, retirement, disqualification, removal from office, or any other
cause, the board of directors may abolish the office (except that of president,
secretary and treasurer) or elect an officer to fill such vacancy.
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ARTICLE IX
Duties of Officers
Section l. Chairman of the Board, President. The chairman of the board
shall be the chief executive officer of the corporation. He shall have general
supervisory powers over all other officers, employees and agents of the
corporation for the proper performance of their duties and shall otherwise have
the general powers and duties of supervision and management usually vested in
the chief executive officer of a corporation. The president shall have the
general powers and duties of supervision and management of the corporation as
the chairman shall assign. The chairman of the board shall preside at and act as
chairman of all meetings of the board of directors. The president shall preside
at any meeting of the board of directors in the event of the absence of the
chairman of the board. The offices of chairman of the board and president may be
filled by the same individual.
Section 2. Vice Presidents. Each vice president shall perform such
duties as shall be assigned to him by the board of directors, the chairman of
the board or the president.
Section 3. Secretary. The secretary shall record all proceedings of the
meetings of the corporation, its stockholders and the board of directors and
shall perform such other duties as shall be assigned to him by the board of
directors, the chairman of the board, or the president. Any part or all of the
duties of the secretary may be delegated to one or more assistant secretaries.
Section 4. Controller. The controller shall perform such duties as
shall be assigned to him by the chairman of the board, the president or such
vice president as may be responsible for financial matters. Any or all of the
duties of the controller may be delegated to one or more assistant controllers.
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<PAGE> 20
Section 5. Treasurer. The treasurer shall, under the direction of the
chairman of the board, the president or such vice president as may be
responsible for financial matters, have the custody of the funds and securities
of the corporation, subject to such regulations as may be imposed by the board
of directors. He shall deposit, or have deposited, all monies and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the board of directors or as may be designated by the
appropriate officers pursuant to a resolution of the board of directors. He
shall disburse, or have disbursed, the funds of the corporation as may be
ordered by the board of directors or properly authorized officers, taking proper
vouchers therefor. If required by the board of directors he shall give the
corporation bond in such sum and in such form and with such security as may be
satisfactory to the board of directors, for the faithful performance of the
duties of his office. He shall perform such other duties as shall be assigned to
him by the board of directors, the chairman of the board, the president or such
vice president as may be responsible for financial matters. Any or all of the
duties of the treasurer may be delegated to one or more assistant treasurers.
Section 6. Other Officers' Duties. Each other officer shall perform
such duties and have such responsibilities as may be delegated to him by the
superior officer to whom he is made responsible by designation of the chairman
of the board or the president.
Section 7. Absence or Disability. The board of directors or the
chairman of the board may delegate the powers and duties of any absent or
disabled officer to any other officer or to any director for the time being. In
the event of the absence or temporary disability of the chairman of the board,
the president shall assume his powers and duties while he is absent or so
disabled.
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ARTICLE X
Stock
Section l. Certificates. Certificates of stock of the corporation shall
be signed by, or in the name of the corporation by, the chairman of the board,
the president or a vice president, and by the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation. If
such certificate is countersigned, (l) by a transfer agent other than the
corporation or its employee, or (2) by a registrar other than the corporation or
its employee, then any other signature on the certificate may be a facsimile. In
case any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.
Section 2. Transfers. Shares of stock shall be transferable on the
books of the corporation by the holder of record thereof in person or by his
attorney upon surrender of such certificate with an assignment endorsed thereon
or attached thereto duly executed and with such proof of authenticity of
signatures as the corporation may reasonably require. The board of directors may
from time to time appoint such transfer agents or registrars as it may deem
advisable and may define their powers and duties. Any such transfer agent or
registrar need not be an employee of the corporation.
Section 3. Record Holder. The corporation may treat the holder of
record of any shares of stock as the complete owner thereof entitled to receive
dividends and vote such shares, and accordingly shall not be bound to recognize
any interest in such shares on the part of any other person, whether or not it
shall have notice thereof.
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<PAGE> 22
Section 4. Lost and Damaged Certificates. The corporation may issue a
new certificate of stock to replace a certificate alleged to have been lost,
stolen, destroyed or mutilated upon such terms and conditions as the board of
directors may from time to time prescribe.
Section 5. Fixing Record Date. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action.
ARTICLE XI
Miscellaneous
Section l. Fiscal Year. The fiscal year of the corporation shall begin
upon the first day of January and termi- nate upon the 3lst day of December, in
each year.
Section 2. Stockholder Inspection of Books and Records. The board of
directors from time to time shall determine whether and to what extent and at
what times and places and under what conditions and regulations the accounts and
books of the corporation, or any of them, shall be open to the inspection of a
stockholder and no stockholder shall have any right to inspect any account, book
or document of the corporation except as conferred by statute or authorized by
resolution of the board of directors.
Section 3. Seal. The corporate seal shall be circular in form and have
inscribed thereon the name of the corporation and the words "Corporate Seal,
Delaware."
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ARTICLE XII
Amendments to Bylaws
Subject to the provisions of any resolution of the board of directors
creating any series of Preferred Stock, the board of directors shall have power
from time to time to make, alter or repeal bylaws, but any bylaws made by the
board of directors may be altered, amended or repealed by the stockholders at
any annual meeting of stockholders, or at any special meeting provided that
notice of such proposed alteration, amendment or repeal is included in the
notice of such special meeting.
<PAGE> 1
EXHIBIT 10.2
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement"), dated effective as of the 21st day
of January, 1998, by and among AMR CORPORATION ("AMR"), a Delaware corporation,
and AMERICAN AIRLINES, INC. ("American"), a Delaware corporation, each of which
has its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155
(collectively with their successors or assigns permitted under this Agreement,
the "Company"), and ROBERT L. CRANDALL, who currently resides at 5243 Park Lane,
Dallas, Texas 75220 ("Executive").
W I T N E S S E T H :
WHEREAS, the Company and the Executive originally entered into this
Employment Agreement as of January 1, 1988, which Employment Agreement has
subsequently been amended five times, and the parties desire to restate the
Employment Agreement, as so amended, in its entirety; and
WHEREAS, Executive is presently acting as the Chairman, President
and Chief Executive Officer of AMR, the Chairman and Chief Executive Officer of
American and Chairman of AMR's other operating subsidiaries; and
WHEREAS, on January 1, 1988, the Board of Directors of AMR (the
"Board") decided that Executive had played a pivotal role in the successes of
AMR, American and AMR's other subsidiaries, and that the retention of Executive
until his retirement was critical to the future success of AMR, American and
AMR's other subsidiaries; and
WHEREAS, on January 1, 1988, the Board and the Company decided to
continue to employ Executive as Chairman, President and Chief Executive Officer
of AMR and American and Chairman of AMR's other operating subsidiaries for the
period from January 1, 1988 through December 31, 1992 and the Board and Company
desire to have the right, subject to Executive's consent, to extend such
employment to December 31, 2000 (the end of the year in which Executive attains
age 65) on similar terms; and
WHEREAS, on March 15, 1995, the Executive relinquished his position
as President of American; and
WHEREAS, the Company and the Executive have agreed to extend the
Agreement through December 31, 2000;and
<PAGE> 2
WHEREAS, the Company and the Executive desire to have the Executive
continue to serve the Company in the capacities and upon the terms and
conditions hereinafter set forth; and
WHEREAS, the Company has, pursuant to Paragraph 1.1(h) of Schedule
A, deposited all the shares of Deferred Stock in the Trust contemplated by such
Paragraph; and
WHEREAS, the Company and Executive desire to amend and restate the
terms and conditions of such employment in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and conditions set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Executive hereby agree as follows:
1. Term of Employment.
The Company hereby employs the Executive, and Executive hereby
accepts such employment by the Company, in the positions and with the duties and
responsibilities set forth in Section 2 and upon such other terms and conditions
as are hereinafter stated, for the period commencing on January 1, 1988, and
except as otherwise provided herein, ending on the earlier to occur of (i)
December 31, 2000, or (ii) the termination of Executive's employment.
2. Position and Duties.
During the Term of Employment, Executive shall be employed as, and
perform the duties of, President and Chief Executive Officer of AMR and Chief
Executive Officer of American (with due recognition of Executive's performance
of duties as President of American from January 1, 1988, through March 15,
1995), in each case subject to the election provisions and other terms of the
by-laws of AMR and American. Subject to his election as such, Executive shall
serve during the Term of Employment as a Director on, and Chairman of, the
Board, the board of directors of American (the "American Board") and the board
of directors of each of AMR's other operating subsidiaries, if requested to do
so, and to serve as a member of the Executive Committee of the Board and the
Executive Committee of the American Board and as a member of any other Committee
of the Board, the American Board or the board of directors of any other
operating subsidiary of AMR to which Executive may be elected or appointed.
In carrying out his duties under this Agreement, Executive shall
report directly to the Board. During the Term of Employment, Executive shall
devote his full business time and attention to the business and affairs of the
Company and shall use his best efforts, skills and abilities to promote the
interests of the
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<PAGE> 3
Company, provided, however, that Executive may from time to time engage in such
other pursuits, including (without limitation) personal legal, financial and
business affairs and outside board memberships, as shall not interfere with the
proper performance of his duties and obligations under the terms hereof.
3. Compensation and Other Benefits.
Subject to the provisions of this Agreement, the Company shall
provide the following compensation and other benefits to Executive during the
Term of Employment:
(a) Base Salary. The Company shall pay Executive a base salary (as
increased from time to time, the "Base Salary") at an annualized rate of not
less than $790,000 (the same rate as Executive's current annualized rate as of
December 31, 1997), at such intervals as apply to other senior officers of the
Company, but at least as frequently as monthly. Such Base Salary shall be
reviewed by the Board at least as often as the compensation of other senior
officers is reviewed, and may be increased (but not decreased), in the sole
discretion of the Board, at any time. Increases, once granted, will not be
subject to revocation.
Notwithstanding the above, Executive may elect, in accordance with
and subject to the provisions of any applicable Company deferral plan or
arrangement, to defer all or part of the Base Salary payable for any period.
(b) Annual Incentive Compensation. For each year during the Term of
Employment, Executive shall have an annual incentive compensation (f)
opportunity under the Company's Incentive Compensation Plan for Officers and Key
Employees for such year (as amended from time to time and including any
successor plan or arrangement) equal to 100% of Executive's Base Salary for such
year (the same rate as Executive's current incentive compensation opportunity as
of December 31, 1997). The actual amount of such incentive compensation payment
shall be determined by the Board, in its sole discretion, but, stated as a
percentage of annual incentive compensation opportunity, shall not be less than
the average percentage of annual incentive compensation opportunity payable to
the Company's other senior officers based on the actual amounts awarded to such
group. Subject to the provisions of Section 4 below, such amount shall be paid
to Executive within 120 days after the end of the year for which awarded, unless
payment is timely deferred by Executive under any applicable Company deferral
plan or arrangement.
(c) Long Term Incentive Compensation. During the Term of Employment,
Executive shall also be entitled to participate in AMR's 1988 Long Term
Incentive Plan (the "1988 LTIP"), 1979 Stock Option Plan and 1985 Restricted
Stock Incentive Plan and in any other long term equity or incentive
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<PAGE> 4
compensation plan or arrangement that the Company may hereafter adopt in which
senior executives of the Company are generally eligible to participate.
(i) In this connection, the Compensation Committee of the Board:
has made, as of January 20, 1988, a special retention grant to
Executive of 355,000 shares of Deferred Stock, subject to
shareholder approval of the 1988 LTIP, in recognition of
Executive's past and anticipated future leadership and
contributions, and
(ii) has amended certain provisions of Executive's existing stock
option and restricted stock grants,
in each case subject to the terms and conditions set forth in attached
Schedule A.
(d) Pension Benefits. During the Term of Employment, Executive shall
also be entitled to continuing pension accrual credit under and subject to the
terms of the Company's tax-qualified and supplemental pension plans (including
any successors thereto), subject, in the case of the tax-qualified plan(s), to
the applicable limitations of ERISA, provided, however:
(i) that pensionable compensation, for purposes of the Company's
Supplemental Executive Retirement Plan ("SERP") and this
Agreement, shall be determined under the rules and definitions
in effect under the SERP as of January 1, 1988 or the time of
termination, whichever are more favorable to Executive;
(ii) that Executive's annual accrual rate under the SERP shall be
2.7% for each year of credited service after January 1, 1988,
under the terms of the Company's tax qualified pension plan;
(iii) Executive shall receive additional years of credited service
under the terms of the Company's tax qualified and
supplemental pension plans (including any successors thereto)
in accordance with the following table:
<TABLE>
<CAPTION>
Age at Retirement
----------------------------
60 61 62 63
-- -- -- --
<S> <C> <C> <C> <C>
Additional Years
of Credited Service: 2 4 7 10
</TABLE>
(iv) that Executive shall have the right to elect to have a 50%
annual survivor benefit paid to his designated beneficiary for
life,
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<PAGE> 5
commencing no later than 30 days after the death of Executive,
subject to the applicable actuarial adjustment provisions of
the SERP in effect under the terms of the SERP as of January
1, 1988, or, if more favorable to Executive, those in effect
under the terms of the SERP at the time of termination; and
(v) that the Company shall make such arrangements as it deems
appropriate with respect to the availability of funds to pay
such supplemental non-qualified pension benefits through use
of a trust or annuities, provided that, if so requested by
Executive, the Company shall enter into a grantor ("rabbi")
trust arrangement with respect to such benefits, if, in the
opinion of counsel to the Company, such arrangement does not
result in the immediate taxation of such benefits at the time
at which such trust is funded.
(e) Other Benefit Programs.
(i) During the Term of Employment, Executive shall be eligible to
participate in all other employee benefit plans and programs
made available to senior executives of the Company at its
expense, as such programs may be in effect from time to time,
including, without limitation, any group or split dollar life
insurance, accidental death and dismemberment insurance,
hospitalization, surgical and major medical coverage and
short-term and long-term disability plans (subject to a
$250,000 minimum annual benefit until age 65 for long term
disability, with the premiums for such disability benefit
coverage being paid by the Company on a basis that results in
no after-tax current cost to Executive for such coverage).
(ii) During the Term of Employment, the Company, in addition to
any group life insurance and split dollar life insurance
provided to Executive as of December 31, 1987 (which shall be
continued pursuant to Section 3(e)(i) above), shall also
provide Executive, on an after-tax no cost basis to
Executive, with additional life insurance coverage through
December 31, 1989, by means of an individual policy, a group
policy or a combination thereof, in an amount no less than
the amount of additional coverage in effect on December 31,
1987. Beginning on January 1, 1990 and for the balance of the
Term of Employment, the additional coverage in effect on
December 31, 1989 shall continue, but shall be reduced to
two-thirds of such initial additional coverage for the
calendar year 1990, and thereafter to one-sixth of such
initial additional coverage.
(iii) Subject to the coverage continuation provisions in Section 4,
in the event of termination of Executive's employment with
the Company,
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<PAGE> 6
Executive (or his legal representative, if Executive is
disabled) shall have the right to assume, without any
payment to the Company (other than any required premium
reimbursement with respect to any policy having an
underlying cash surrender value), and continue at his own
expense, whatever individual policy or policies of life
insurance are then maintained by the Company pursuant to
Section 3(e)(ii), plus any coverage under the Company's
group or split dollar life insurance policy or policies
pursuant to Section 3(e)(i) to the extent permitted
thereunder.
(f) Executive Benefits. In addition to the other compensation and
benefits provided under Sections 3(a) through (e), during the Term of
Employment, Executive shall be provided with the same type and level of travel
and other executive benefits provided to Executive as of December 31, 1987 and
such other executive benefits as are generally provided to other senior
executives of the Company.
(g) Vacation and Sick Leave. Executive shall be entitled to reasonable
paid vacation and paid sick leave in accordance with the policies established
from time to time by the Company and the Board, with the paid vacation allowance
being at least four (4) weeks per calendar year, with no carryover of unused
vacation from year to year.
(h) Expense Reimbursement. The Company shall also reimburse Executive
for all reasonable business travel, business entertainment and other business
expenses properly incurred by him in the performance of his duties hereunder in
accordance with the reimbursement policies established from time to time by the
Company and the Board, and for any legal and related fees and expenses incurred
by Executive with respect to the preparation and execution of this Agreement.
(i) Impact of Deferrals of Salary and Bonus. For purposes of
determining the opportunities and benefits provided to Executive pursuant to
Sections 3(b), (c), (d), (e), (f) and (g), the annual salary and bonus of
Executive shall be deemed to be the Base Salary and Annual Incentive
Compensation computed under Sections 3(a) and (b) without regard to any
deferrals of Base Salary or Annual Incentive Compensation under Section 3(a) or
(b); provided, however, that benefits provided to Executive pursuant to any
tax-qualified plans shall be subject to any compensation limitations and other
terms and conditions contained in such plans.
4. Termination of Employment.
(a) Termination Due to Retirement, Death or Disability. In the event of
termination of Executive's employment during the Term of Employment due to
retirement at or after age 60, or death or Disability (as defined below),
Executive
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or his estate or other legal representative, as the case may be, shall be
entitled to:
(i) Base Salary at the rate in effect at the date of termination
through (x) in the case of Executive's retirement, the end of
the month in which termination of employment occurs, and (y)
in the case of termination due to death or Disability, the
end of the six-month period following such termination of
employment;
(ii) any annual incentive compensation awarded for a prior year
but not yet paid under Section 3(b), plus an annual incentive
compensation award under Section 3(b) for the award year
immediately preceding the date of termination if awards have
not yet been made for such year, based on performance for
such year, as determined by the Board, in its sole
discretion;
(iii) a pro rata annual incentive compensation award under Section
3(b) for the year of termination based on actual service and
performance to the date of such termination or, if higher,
such other amount as may be determined by the Board, in its
sole discretion;
(iv) subject to the terms and conditions of Schedule A, the
payment of any Deferred Stock vested under Schedule A, and,
subject to the terms and conditions of any future long term
incentive grants, payment of any vested portion of such
grants;
(v) basic and supplemental pension benefit accruals under Section
3(d) above, based on Executive's years of credited service
(including such additional years of credited service as
provided pursuant to Section 3(d)(iii)), under the Company's
tax qualified and supplemental pension plans (including any
successors thereto);
(vi) in the case of retirement, continuing retiree insurance
coverage to the extent provided under the Company's plans and
programs, provided, however, that Executive shall in any
event be entitled to lifetime executive medical coverage
under the Company's Executive Medical Expense Plan (or the
equivalent thereof) on the same basis and to the same extent
applicable to actively employed senior executives of the
Company (but in no event on a basis less favorable to
Executive than the coverage provided just prior to
termination);
(vii) in the case of termination due to Disability, continuation of
the life insurance coverage provided under Section 3(e)(ii),
and the
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<PAGE> 8
hospitalization, surgical and major medical coverage
provided under Section 3(e)(i), in each case at the level
that would otherwise be in effect from time to time under
this Agreement but for such termination of employment, for
the six-month Base Salary continuation period specified in
Section 4(a)(i), provided, however, that Executive shall in
any event be entitled (A) to lifetime executive medical
coverage under the Company's Executive Medical Expense Plan
(or the equivalent thereof) on the same basis and to the same
extent applicable to actively employed senior executives of
the Company (but in no event on a basis less favorable to
Executive than the coverage provided just prior to
termination), and (B) to additional life insurance coverage
under Section 3(e)(ii) for the balance of the current Term of
Employment determined without regard to such termination due
to Disability (as and if extended under Section 1(b) prior to
termination);
(viii) travel benefits and American Airlines Admirals Club
membership at the same level and to the same degree provided
to actively employed senior executives of the Company
generally; and
(ix) any other rights and benefits provided under employee benefit
plans and programs of the Company, determined in accordance
with the applicable terms and provisions of such plans and
programs.
For purposes of this Agreement, "Disability" shall mean the inability
of Executive due to illness, accident or otherwise to perform his duties for any
period of six consecutive months or for any period of eight months out of any
twelve month period, as determined by an independent physician selected by the
Company and reasonably acceptable to Executive (or his legal representative),
provided that Executive does not return to work on substantially a full-time
basis within 30 days after written notice from the Company of an intent to apply
the Disability provisions of this Section 4(a).
(b) Termination Without Cause. Subject to Section 4(d) below, in the
event of a termination of Executive's employment by the Company without Cause
during the Term of Employment, Executive shall be entitled to:
(i) Base Salary at the rate in effect immediately prior to the
occurrence of such event for the balance of the Term of
Employment;
(ii) any annual incentive compensation awarded for a prior year
but not yet paid under Section 3(b), plus an annual incentive
compensation award for the award year immediately preceding
the date of termination if awards have not yet been made for
such year
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<PAGE> 9
in an amount equal to the three-year average percentage
determined under Section 4(b)(iii) below multiplied by
Executive's Base Salary rate at the end of such year;
(iii) the equivalent of annual incentive compensation under Section
3(b) for the year of termination and thereafter through the
end of the Base Salary continuation period specified in
Section 4(b)(i) (prorated for partial years), calculated in
each case based on Executive's highest annual incentive award
during the three years immediately preceding termination,
stated as a percentage of the Base Salary in effect for the
year for which awarded, and then applied to the Base Salary
applicable under Section 4(b)(i) (but not less than 50% of
the highest target bonus rate applicable to Executive during
such prior three-year period, multiplied by the applicable
annual Base Salary determined under Section 4(b)(i) above);
(iv) subject to the terms and conditions of Schedule A, the
payment of any Deferred Stock vested under Schedule A, and,
subject to the terms and conditions of any future long term
incentive grants, payment of any vested portion of such
grants;
(v) basic and supplemental pension benefit accruals under Section
3(d) above, based on Executive's years of credited service
(including such additional years of credited service as
provided pursuant to Section 3(d)(iii)), under the Company's
tax qualified and supplemental pension plans (including any
successors thereto), plus supplemental pension benefit
accruals under Section 3(d) for the Base Salary continuation
period specified in Section 4(b)(i), based on deemed service
continuation and deemed continuation of pensionable
compensation at the annualized equivalent of the Base Salary
and annual incentive compensation amounts payable under
Sections 4(b)(i) and (iii) above;
(vi) continuation of the life insurance coverage provided under
Section 3(e)(ii), and the hospitalization, surgical and major
medical coverage and the short-term and long-term disability
coverage provided under Section 3(e)(i), in each case at the
level that would otherwise be in effect from time to time
under this Agreement but for such termination of employment,
for the Base Salary continuation period specified in Section
4(b)(i); provided, however, that Executive shall in any event
be entitled to lifetime executive medical coverage under the
Company's Executive Medical Expense Plan (or the equivalent
thereof) on the same basis and to the same extent applicable
to actively employed senior executives
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<PAGE> 10
of the Company (but in no event on a basis less favorable to
Executive than the coverage provided just prior to
termination);
(vii) travel benefits and American Airlines Admirals Club
membership at the same level and to the same degree provided
to actively employed senior executives of the Company
generally; and
(viii) any other rights and benefits available to Executive under
the employee benefit plans and programs of the Company in
effect immediately prior to his termination (or the
equivalent thereof) at the same level and to the same degree
provided to actively employed senior executives of the
Company generally, for the Base Salary continuation period
specified in Section 4(b)(i) (or longer, if and to the extent
applicable under such plans and programs).
(c) Termination by Executive for "Good Reason". Subject to Section 4(d)
below, in the event of termination of employment by Executive for "Good Reason"
during the Term of Employment, Executive shall be entitled to the same payments
and other benefits that are provided under Section 4(b). For this purpose,
Executive shall be entitled to terminate his employment for "Good Reason" if:
(i) without Executive's written consent, one or more of the
following events occurs:
(A) Executive is not appointed to or is otherwise removed
from any office or position referred to in Section 2
for any reason other than in connection with the
termination of his employment;
(B) Executive's Base Salary under Section 3(a) and/or his
annual incentive compensation opportunity under
Section 3(b) is reduced for any reason other than in
connection with the termination of his employment;
(C) the principal office of the Company is moved, without
Executive's consent, to a location that is more than
50 miles from the City of Dallas, Texas;
(D) for any reason other than in connection with the
termination of his employment, Executive suffers a
significant reduction in the authority, duties and
responsibilities associated with his position with
the Company as described in Section 2 above, on the
basis of which he makes a determination in good faith
that he can no longer carry out such position in
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<PAGE> 11
the manner contemplated at the time this Agreement was
entered into by the parties;
(E) for any reason other than in connection with the
termination of his employment, the Company asserts the
intention to reduce or reduces either the supplemental
pension benefits provided in Section 3(d) or the
additional life insurance coverage provided in Section
3(e)(ii) below the level provided in this Agreement,
other than pursuant to the terms of this Agreement, or
the Company reduces any other benefit provided to
Executive below the level of such benefit provided
generally to actively employed senior executives of
the Company, unless the Company agrees to fully
compensate Executive for any such reduction, provided,
in any event, that no such reduction will be effective
without 30 days' prior written notice; or
(f) the Company otherwise breaches, or is unable to
perform its obligations under, this Agreement.
(ii) within 180 days following the date on which the occurrence of
such event becomes known to Executive, Executive notifies the
Board in writing (care of the Company) of the occurrence of
such event;
(iii) within 30 days following receipt of such written notice, the
Board does not cure such event and deliver to Executive a
written statement that it has done so; and
(iv) within 60 days following the expiration of the 30-day period
specified in clause (iii) above (without the occurrence of a
cure and written notice thereof as described in clause (iii)
above), Executive voluntarily terminates his employment with
the Company.
(d) Termination Without Cause or For Good Reason After a Change in
Control. In the event of "Change in Control" (as defined in the Executive
Termination Benefits Agreement between the Company and Executive dated September
18, 1985, as amended, hereinafter referred to as the "Termination Benefits
Agreement"), and a termination of Executive's employment by the Company without
Cause or Executive for "Good Reason" thereafter, then:
(i) the salary and annual incentive amounts payable under Sections
4(b)(i) and (iii) above shall be offset on a dollar for dollar
basis by any salary or annual incentive amounts payable under
the Termination Benefits Agreement up to but not in excess of
the amounts payable under Sections 4(b)(i) and (iii);
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<PAGE> 12
(ii) Executive's stock options, Restricted Stock awards and
Deferred Stock awards shall be governed by the terms of
attached Schedule A, except to the extent that the Termination
Benefits Agreement provides a greater benefit to Executive
with respect to such items; and
(iii) with respect to each other category or type of benefit payable
under this Agreement and the Termination Benefits Agreement,
the benefits and coverage provided under this Agreement shall
be offset, on a category by category basis, by any amounts
payable under the Termination Benefits Agreement.
(e) Termination for Cause or Voluntary Termination. If, during the Term
of Employment, the Company terminates Executive's employment for "Cause" (which
shall be defined for purposes of this Agreement as gross dishonesty or willful
misconduct, either of which is directly and materially harmful to the business
of the Company or American) or Executive terminates his employment on his own
initiative (other than as described in Section 4(a) or 4(c) above), Executive
shall be entitled to:
(i) Base Salary through the date of termination of employment;
(ii) any incentive compensation awarded for a prior year but not
yet paid under Section 3(b) due to a deferral election;
(iii) in the case of a voluntary termination not involving "Cause",
the payment of any Deferred Stock vested under Schedule A,
subject to the terms and conditions of Schedule A, and, in
the case of any future long term incentive grants, payment of
any vested portion of such grants, subject to the terms and
conditions thereof.
(iv) basic and supplemental pension benefit accruals under Section
3(d) above based on Executive's actual period of employment,
and
(v) any other rights and benefits provided under employee benefit
plans and programs of the Company, determined in accordance
with the applicable terms and provisions of such plans and
programs.
5. Covenants.
(a) Covenant Not to Compete. During the term of his employment by the
Company and, except in the event of a Change in Control as defined in the
Termination Benefits Agreement, for a period of 24 months following the date of
termination of Executive's employment (or, in the case of a termination by the
Company without Cause or a termination by Executive for "Good Reason", the
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<PAGE> 13
continuation period specified in Section 4(b)(i) if less than 24 months),
Executive shall not, directly or indirectly, except when acting on behalf of or
for the benefit of AMR, American or any other subsidiary of AMR or any affiliate
of AMR (defined as an entity other than a subsidiary of which AMR directly or
indirectly owns 20% or more of the ownership interests):
(i) engage in any business, whether as an employee, consultant,
partner, principal, agent, representative or stockholder
(other than as an owner of less than 1% of the outstanding
shares of any publicly-held class of stock) or in any other
corporate or representative capacity, if such activity
involves:
(A) managing or participating in the management of a
commercial airline, certificated under Section 401 of
the Federal Aviation Act;
(B) rendering services or advice pertaining to the types
of activity described in Section 5(a)(i)(A);
(C) rendering services or advice pertaining to, or
assisting any other entity to enter into, any other
line of business that the Company, or any
corporation, partnership or other entity owned wholly
or in part by the Company, was actively conducting or
actively considering during the last 24 months of
Executive's employment with the Company in
competition with AMR, American or any other
subsidiary or affiliate of AMR in the United States;
(ii) take any action to divert from AMR, American or any other
subsidiary or affiliate of AMR, any business involving
services or products marketed or under active consideration by
AMR, American or any other subsidiary or affiliate of AMR, or
any corporation, partnership or other entity owned wholly or
in part by AMR, American or any other subsidiary or affiliate
of AMR during the last 24 months of Executive's employment
hereunder; or
(iii) induce customers, agents, franchisees or other persons doing
business with AMR, American or any other subsidiary or
affiliate of AMR, to terminate, reduce or alter business with
or from AMR, American or any other subsidiary or affiliate of
AMR.
Each provision of this Section 5 is intended by the parties to be a
separate and divisible provision and if, for any reason, any such provision is
held to be invalid or unenforceable, neither the validity nor the enforceability
of any other subsection shall thereby be affected. It is the intention of the
parties that the foregoing restrictions on Executive's future employment be
reasonable
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<PAGE> 14
in both duration and geographic scope. If for any reason any court of competent
jurisdiction shall find such provisions unreasonable in duration or geographic
scope, the prohibitions contained herein shall be effective to the fullest
extent allowed under applicable law.
(b) Covenants Regarding Other Employees. Executive agrees that so long
as he is an employee of the Company and for the period described in Section 5(a)
above, except when acting on behalf of AMR, American or any other subsidiary or
affiliate of AMR, he shall not induce any person in the employment of AMR,
American or any other subsidiary or affiliate of AMR, to (i) terminate such
employment, (ii) accept employment with anyone other than AMR, American or any
other subsidiary or affiliate of AMR or (iii) interfere with the business of
AMR, American or any other subsidiary or affiliate of AMR.
(c) Covenants to Protect Confidential Information. Executive shall not,
during the Term of Employment or thereafter, without the prior written consent
of the Company, divulge, disclose or make accessible to any other person or
entity "Confidential Information", except (i) in the performance of his duties
while employed by AMR, American or any subsidiary or affiliate of AMR (e.g.,
providing information to the Company's attorneys, accountants or banks) or (ii)
when required to do so by the lawful order of a court of competent jurisdiction.
For this purpose, "Confidential Information" shall mean all non-public
information respecting the Company's business, including, but not limited to,
its services, pricing, scheduling, products, research and development,
processes, customer lists, marketing plans and strategies and financing plans,
but excluding information that is, or becomes, available to the public (unless
such availability occurs through an unauthorized act on the part of the
Executive).
Except as may be otherwise consented to in writing by the Company,
Executive shall proffer to an appropriate officer of the Company, upon the
termination of his employment under this Agreement, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records, cost
information, customer lists, marketing plans and strategies, and other
documents, in each case containing any Confidential Information made or compiled
by, or delivered or made available to, or otherwise obtained by, Executive, then
in his possession or subject to his control, except that Executive may proffer a
legible copy, and retain the original, of any personal diary or personal notes.
(d) Remedy for Violation of Noncompetition or Confidential Information
Provisions. Executive acknowledges that the Company has no adequate remedy at
law and would be irreparably harmed if Executive breaches or threatens to breach
the provisions of Section 5(a), (b) or (c) and therefore agrees that the Company
shall be entitled to injunctive relief to prevent any
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<PAGE> 15
breach or threatened breach of such Sections and to specific performance of the
terms of each of such Sections in addition to any other legal or equitable
remedy it may have, provided that, in the event that the Company concludes that
Executive has breached any covenant in this Section 5, the Company shall provide
Executive 15 days' prior written notice of such claim and an opportunity to cure
such alleged violation during such 15-day period. Executive further agrees that
he shall not, in any equity proceeding involving him relating to the enforcement
of Section 5(a), (b) or (c) raise the defense that the Company has an adequate
remedy at law. Nothing in this Agreement shall be construed as prohibiting the
Company from pursuing any other remedies at law or in equity that it may have or
any other rights that it may have under any other agreement.
6. Indemnification.
Executive shall be indemnified by the Company to the extent provided
in the Company's certificate of incorporation or by-laws.
7. Withholding.
Anything in this Agreement to the contrary notwithstanding, all
payments required to be made by the Company hereunder to Executive shall be
subject to withholding of such amounts relating to taxes as the Company may
reasonably determine it should withhold pursuant to any applicable law or
regulation. In lieu of withholding such amounts, in whole or in part, the
Company may, in its sole discretion, accept other provision for payment of
taxes, provided it is satisfied that all requirements of law affecting its
responsibilities to withhold such taxes have been satisfied.
8. Resolution of Disputes.
If a dispute arises regarding any termination of Executive's
employment or the interpretation or enforcement of this Agreement, the parties
agree to resolve such dispute by arbitration under the auspices of the American
Arbitration Association.
Such arbitration shall be held in Dallas, Texas (or in such other
place as the parties may mutually agree to), and shall be governed by the then
current rules of the American Arbitration Association. In this regard, the
parties agree that:
(i) such arbitration shall commence as promptly as possible after
the 20th day following service of notice of a dispute by one
party on the other;
(ii) that the arbitrator(s) shall have no authority to order a
modification or amendment of this Agreement; and
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<PAGE> 16
(iii) that the decision of the arbitrator(s) shall be final and
binding upon the parties thereto.
All legal and other fees and expenses, including, without limitation,
any arbitration expenses, incurred by Executive in connection with any such
dispute or otherwise in successfully (in whole or in part) contesting or
disputing any termination or in seeking to obtain or enforce any right or
benefit provided for in this Agreement or in otherwise pursuing any right or
claim shall be paid by the Company, to the extent permitted by law.
In the event that the Company refuses or otherwise fails to make a
payment when due and it is ultimately decided that Executive is entitled to such
payment, such payment shall be increased to reflect an interest factor,
compounded annually, equal to the prime rate in effect as of the date the
payment was first due plus two points. For this purpose, the prime rate shall be
based on the rate identified by Chase Manhattan Bank, N.A. as its prime rate as
of the relevant date.
9. Assignability; Binding Nature.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, heirs and assigns.
No rights or obligations of Executive under this Agreement may be
assigned or transferred by Executive other than his rights to compensation and
benefits hereunder, which may be transferred only by will or operation of law
and subject to the limitations of this Agreement.
No rights or obligations of the Company under this Agreement may be
assigned or transferred by the Company, except pursuant to a merger or
consolidation in which the Company is not the continuing entity, or the sale or
liquidation of all or substantially all of the assets of the Company, provided
that the assignee or transferee is the successor to all or substantially all of
the assets of the Company and such assignee or transferee assumes the
liabilities, obligations and duties of the Company, as contained in this
Agreement, either contractually or as a matter of law.
10. Entire Agreement; Amendment or Waiver.
This Agreement and the schedules attached hereto (which are
incorporated herein and which shall be treated as part hereof), together with
the Termination Benefits Agreement between the Company and Executive dated
September 18, 1985 (as amended to date, and any successor thereto) and any stock
option and restricted stock agreements previously executed by the Company and
Executive with respect to prior awards granted to Executive, contain the entire
agreement between the parties hereto concerning the subject
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<PAGE> 17
matter hereof and supersede all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the Company and
Executive with respect thereto.
No provision in this Agreement may be amended or waived unless such
amendment or waiver is agreed to in writing and signed by Executive and a duly
authorized officer of the Company. No waiver by either party hereto of any
breach by the other party or any condition or provision of this Agreement to be
performed by the other party shall be deemed a waiver of a similar or dissimilar
condition or provision at the same or any prior or subsequent time.
11. Severability.
In the event that any provision or portion of this Agreement shall
be determined to be invalid or unenforceable, in whole or in part, for any
reason, 19. the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect to the fullest extent
permitted by law.
12. Governing Law.
This Agreement shall be governed by and construed and interpreted
in accordance with the laws of the State of Texas without reference to the
principles of conflict of laws.
13. Notices.
Any notice given to either party to this Agreement shall be in
writing and shall be deemed to have been given when delivered personally or sent
by certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the party concerned at the address indicated below or to such
changed address as such party may subsequently give notice of:
If to the Company or to the Board:
AMR Corporation
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
Attn: Secretary
With copies to:
American Airlines, Inc.
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
Attn: Secretary
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and
AMR Corporation
4333 Amon Carter Boulevard
Fort Worth, Texas 76155
Attn: General Counsel
If to the Executive:
Robert L. Crandall
5243 Park Lane
Dallas, Texas 75220
14. Headings.
The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.
15. Counterparts.
This Agreement may be executed in two counterparts.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first written above.
AMERICAN AIRLINES, INC. AMR CORPORATION
By: By:
----------------------------- ---------------------------
Anne H. McNamara, its Anne H. McNamara, its
Senior Vice President and Senior Vice President and
General Counsel General Counsel
--------------------------
Robert L. Crandall
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<PAGE> 19
Schedule A
1.1 Special Retention Grant.
The Compensation Committee of the Board hereby grants to Executive as
of January 20, 1988, subject to the approval of the 1988 Long Term Incentive
Plan (the "1988 LTIP") by the Company's stockholders at the 1988 annual meeting,
355,000 deferred shares of AMR Common Stock, $1.00 par value ("Deferred Stock"),
under Section 8 of the 1988 LTIP, subject to the terms of the 1988 LTIP and the
following terms and conditions:
(a) Vesting.
(i) The Deferred Stock covered by this special retention grant
shall vest in equal installments at the rate of 12.5% for
each full year of employment with the Company after December
31, 1987 (with prorated vesting credit for each full month of
employment in any partial year, subject to shareholder
approval of the 1988 LTIP for months prior to May 1988).
(ii) The vesting of the Deferred Stock granted hereunder shall be
partially accelerated so that such Deferred Stock vests at
the rate of 20% for each full year of employment with the
Company after December 31, 1987 (with prorated vesting credit
for each full month in any partial year, subject to
shareholder approval of the 1988 LTIP for months prior to May
1988), in the event of Executive's termination due to death
or Disability.
(iii) The vesting of the Deferred Stock granted hereunder shall be
fully accelerated in the event of:
(1) termination of Executive's employment with the
Company due to Executive's early retirement prior to
December 31, 1995, with the express consent of the
Board for purposes of the vesting acceleration
provisions of this Deferred Stock award;
(2) termination of Executive's employment with the
Company by the Company without Cause or by Executive
for "Good Reason" (as defined in Section 4(c) above);
or
(3) a "Change in Control" of AMR, or a "Potential Change
in Control" of AMR, as defined under the 1988 LTIP.
(i)
<PAGE> 20
(iv) In the event of termination of employment, any shares of
Deferred Stock not otherwise vested under this Paragraph
1.1(a) at or prior to the effective date of such termination
shall be forfeited.
(v) If Executive is terminated by the Company for Cause, all
shares of Deferred Stock otherwise vested under this
Paragraph 1.1(a) but not yet distributed to Executive under
Paragraph 1.1(b) below shall be forfeited.
(b) Distribution of Vested Deferred Stock.
Unless further deferred by Executive pursuant to a timely election
under Paragraph 1.1(c), Deferred Stock, if and to the extent vested under
Paragraph 1.1(a), shall be distributed to Executive within 30 days of his
termination of employment with the Company, subject, in the event of a Change in
Control, to the provisions of Section 11 of the 1988 LTIP with respect to
cashouts. In the event of Executive's death, any Deferred Stock that vests by
reason of such death, and any other vested Deferred Stock not yet issued and
distributed to Executive, shall be issued and distributed to Executive's
designated beneficiary (or, in the absence of an effective beneficiary
designation, Executive's estate) within 60 days after the Compensation Committee
is notified of such death, unless Executive otherwise elects in writing prior to
death, subject to the approval of the Compensation Committee.
(c) Elective Deferral.
Notwithstanding the provisions of Paragraph 1.1(b), the Executive
may, at any time prior to his termination of employment, elect in writing to
voluntarily defer receipt of any distribution otherwise payable under Paragraph
1.1(b) in the manner specified in such election (the "Elective Deferral
Period"); provided, however, that any election received by the Company within 60
days of the date on which such termination occurs shall be void and without
effect (e.g., if the Executive terminates his employment on July 1, 1998, an
election received by the Company after May 1, 1998, shall have no effect). Any
distribution deferred pursuant to this Paragraph 1.1(c) shall be made to the
Executive (or his designated beneficiary or, in the absence of an effective
designation, his estate) within 30 days after the end of the applicable Elective
Deferral Period.
(d) Minimum Payment Provision.
Executive shall be entitled, with respect to the vested portion (if
any) of the Deferred Stock granted hereunder up to and including the date on
which such vested portion first becomes payable under Paragraph 1.1(b) above
(extended up to six months to reflect any then applicable holding period for
purposes of Section 16(b) of the Securities Exchange Act of 1934), to a
supplemental payment in cash (subject to any applicable elective deferral), if
(ii)
<PAGE> 21
and to the extent that, on such date, the fair market value of the shares
covered by such vested portion is less than $33.20 multiplied by the number of
vested shares involved.
(e) Payment of Dividend Equivalents; Voting Rights.
Amounts equal to (i) any dividends declared per share on the AMR's
Common Stock during each calendar quarter from the effective date of grant until
issuance to, or forfeiture by, Executive of the shares covered by this Deferred
Stock award, multiplied by (ii) the number of undistributed and unforfeited
shares covered by this award as of the dividend date for such quarter shall be
payable to Executive on a deferred basis in the form of deferred cash (with an
interest adjustment from the dividend payment date at a rate not less than the
deemed earnings rate then applicable generally to deferrals of base salary by
actively employed senior executives of the Company), subject to the same vesting
and other terms and conditions that apply to the related shares of Deferred
Stock with respect to which such dividend equivalents were payable. Executive
shall have no voting rights with respect to the shares of Deferred Stock covered
by this award unless and until such shares are actually issued to Executive.
(f) Transfer Restrictions.
This Deferred Stock award is non-transferable otherwise than by
will or by the laws of descent and distribution, and may not otherwise be
assigned, pledged or hypothecated and shall not be subject to execution,
attachment or similar process.
(g) Miscellaneous.
The terms of this Deferred Stock award (a) shall be binding upon
and inure to the benefit of any successor of the Company, (b) shall be governed
by the laws of the State of Texas, and any applicable laws of the United States,
and (c) may not be amended without the written consent of both the Company and
Executive.
The Company shall not be required to issue shares pursuant to this
award unless and until (a) such shares have been duly listed upon each stock
exchange on which the Company's Stock is then registered; and (b) a registration
statement under the Securities Act of 1933 with respect to such shares is then
effective, provided, however, that Executive, by written notice, may require the
Company to so register such shares at its expense, and, if the Company fails to
so register such shares or such registration is ineffective for any reason,
Executive shall have the right, on 30 days' written notice to the Company, to
"put" any vested unregistered shares covered by this Deferred Stock Award to the
Company for a price equal to such vested shares' then
(iii)
<PAGE> 22
current fair market value, provided that such right may only be exercised during
the first 30 days after distribution of the vested shares in question to
Executive pursuant to Paragraph 1.1(b) above.
The Compensation Committee may require Executive to furnish to the
Company, prior to the issuance of any shares of Common Stock in connection with
this award, an agreement, in such form as the Committee may from time to time
deem appropriate, in which Executive represents that the shares acquired by him
under the award are being acquired for investment and not with a view to the
sale or distribution thereof.
The General Counsel of the Company shall be authorized to make
such arrangements (if any) as he deems appropriate with respect to creating any
trust arrangement with respect to the Deferred Stock award.
This award is made pursuant to the 1988 LTIP and is subject to all
of the terms and provisions of the 1988 LTIP as if the same were fully set forth
herein. Capitalized terms not otherwise defined herein shall have the meanings
set forth for such terms in the 1988 LTIP.
(h) Creation of Rabbi Trust.
The Company and Executive are parties to an Irrevocable Executive
Trust Agreement, a copy of which is attached hereto as Exhibit 1, pursuant to
which the Company has deposited into a grantor trust (the "Trust") the Deferred
Stock that has vested pursuant to Paragraph 1.1(a)(1) of this Schedule A,
together with amounts credited to Executive as dividends or dividend equivalents
paid or accrued on such Deferred Stock. By reason of such deposit, the Company
has been relieved of any obligation to deliver Executive AMR Common Stock in
respect of the Deferred Stock that has vested. Instead, the Company shall be
obligated to deliver to Executive an amount, in cash, equal to the value of the
assets of the Trust.
Given Executive's economic interest in the performance of the
Trust and recognizing that Executive has no legal claim to the assets of the
Trust (other than as a general unsecured creditor), the Company agrees that it
will cause the Trustee to provide Executive with a copy of each accounting of
the Trust (or will provide Executive with a copy thereof within 2 business days
after its receipt thereof from the Trustee) and will deliver to the Trustee any
objection to such accounting that Executive delivers to the Company in writing
within 45 days of delivery of a copy of such accounting to Executive, unless
upon review the Company determines Executive's objections to be without merit.
The amount payable to Executive hereunder shall be distributed to
Executive within 30 days of his termination of employment with the Company or
within 30 days of such later date or dates as may be specified under an elective
(iv)
<PAGE> 23
deferral made by Executive under Paragraph 1.1(c) of this Schedule A, subject to
earlier distribution, including in the event of a Change in Control, in
accordance with the terms of the Irrevocable Executive Trust Agreement (which
are incorporated herein and made a part hereof).
1.2 Amendments to Stock Option Grants Outstanding as of
January 20, 1988.
Any AMR stock options held by Executive as of January 20, 1988 shall be
amended to provide for accelerated vesting, and a post-termination exercise
period of three years (or, if shorter, until the expiration of the option's
original term), in the event of termination due to retirement, Disability or
death, termination by the Company without Cause or "Good Reason" termination by
Executive; to cancel such options on termination for Cause; and to provide for
accelerated vesting and cashout (or limited SARs) on Change in Control.
1.3 Amendments to Restricted Stock Grants Outstanding as of
January 20, 1988.
Any Restricted Stock grants held by Executive as of January 20, 1988
shall be amended to provide for accelerated vesting on termination by the
Company without Cause or "Good Reason" termination by Executive, and accelerated
vesting and cashout on Change in Control.
(v)
<PAGE> 1
EXHIBIT 10.15
February 19, 1998
Mr. Armando M. Codina
Chairman
Codina Group, Inc.
Two Alhambra Plaza, PH2
Coral Gables, FL 33134
Dear Armando:
This will confirm the following agreement relating to the deferral of,
and payment of, your directors' fees in 1998:
1. All directors' fees and retainers ("Fees") payable to you in
connection with your service on the boards of directors (including committees of
such boards) of AMR Corporation and American Airlines, Inc. for the period
January 1, 1998, through December 31, 1998, will be deferred and paid to you in
accordance with the following:
2. Fees will be converted to Stock Equivalent Units in accordance with
the Directors' Stock Equivalent Purchase Plan, a copy of which is attached
hereto as Exhibit A.
3. On or before January 31, 2008, all the Stock Equivalent Units will
be converted to cash and paid to you by multiplying the number of Stock
Equivalent Units as of December 31, 2007, by the arithmetic mean of the high and
low of AMR stock ("fair market value") during the immediately preceding calendar
month.
4. AMR's obligation to make payments pursuant to paragraph 3 hereof
will not be released or modified by reason of your death. In such event, the
number of Stock Equivalent Units as of your date of death will be multiplied by
the fair market value of AMR stock during the calendar month immediately
preceding your death, and the amount paid to Margarita Codina.
<PAGE> 2
If the foregoing is satisfactory to you, please indicate by signing and
returning the enclosed copy of this letter.
Very truly yours,
Charles D. MarLett
Corporate Secretary
Accepted and agreed:
- ---------------------------
Armando M. Codina
- ---------------------------
Date
<PAGE> 1
EXHIBIT 10.18
February 19, 1998
Mr. Charles T. Fisher, III
Renaissance Center
Tower 100
Suite 3520
Detroit, Michigan 48243
Dear Chick:
This will confirm the following agreement relating to the deferral of,
and payment of, your directors' fees:
1. All directors' fees and retainers payable to you in connection with
your service on the boards of directors (including committees of such boards) of
AMR Corporation ("AMR") and American Airlines, Inc. for the period January 1,
1998, through December 31, 1998, will be paid to you on a deferred basis as set
forth below.
2. Interest will be accrued on the amounts to be paid on a deferred
basis pursuant to paragraph 1 above, from the date such fees would otherwise
have been paid to the date actually paid, at the prime rate which The Chase
Manhattan Bank (National Association) from time to time charges in New York for
90-day loans to responsible commercial borrowers, such interest to be compounded
monthly.
3. The total amount to be paid on a deferred basis plus the aggregate
amount of interest accrued thereon and to accrue on the portion unpaid from time
to time will be paid to you in four installments as follows:
a) on January 1, 2003, 25% of the deferred fees and 25% of the
interest accrued through December 31 of the immediately preceding year;
b) on January 1, 2004, 25% of the deferred fees and 25% of the
interest accrued through December 31 of the immediately preceding year;
c) on January 1, 2005, 25% of the deferred fees and 25% of the
interest accrued through December 31 of the immediately preceding year; and
d) on January 1, 2006, 25% of the deferred fees and all interest
accrued and remaining to be paid on such payment date.
<PAGE> 2
4. AMR's obligation to make payments pursuant to paragraph 3 hereof
will not be released or modified by reason of your death. In the event of your
death prior to the payments contemplated by paragraph 3 hereof, the amounts
remaining will be paid to Charles T. Fisher, III, trustee, under the Charles T.
Fisher, III Revocable Living Trust, dated March 24, 1988, as amended c/o NBD
Bank, Detroit, Michigan.
If the foregoing is satisfactory to you, please indicate by signing and
returning the enclosed copy of this letter.
Very truly yours,
Charles D. MarLett
Corporate Secretary
Accepted and agreed:
- --------------------------
Charles T. Fisher, III
- --------------------------
Date
<PAGE> 1
EXHIBIT 10.21
February 19, 1998
Mr. Charles H. Pistor, Jr.
4200 Belclaire
Dallas, Texas 75205
Dear Charlie:
This will confirm the following agreement relating to the deferral of,
and payment of, your directors' fees:
1. All directors' fees and retainers payable to you in connection with
your service on the boards of directors (including committees of such boards) of
AMR Corporation ("AMR") and American Airlines, Inc. for the period January 1,
1998, through December 31, 1998, will be paid to you on a deferred basis as set
forth below.
2. Interest will be accrued on the amounts to be paid on a deferred
basis pursuant to paragraph 1 above, from the date such fees would otherwise
have been paid to the date actually paid, at the prime rate which The Chase
Manhattan Bank (National Association) from time to time charges in New York for
90-day loans to responsible commercial borrowers, such interest to be compounded
monthly.
3. The total amount to be paid on a deferred basis plus the aggregate
amount of interest accrued thereon and to accrue on the portion unpaid from time
to time will be paid to you in four installments as follows:
a) on January 1, 2000, 25% of the deferred fees and 25% of the
interest accrued through December 31 of the immediately preceding year;
b) on January 1, 2001, 25% of the deferred fees and 25% of the
interest accrued through December 31 of the immediately preceding year;
c) on January 1, 2002, 25% of the deferred fees and 25% of the
interest accrued through December 31 of the immediately preceding year; and
d) on January 1, 2003, 25% of the deferred fees and all interest
accrued and remaining to be paid on such payment date.
<PAGE> 2
4. AMR's obligation to make payments pursuant to paragraph 3 hereof
will not be released or modified by reason of your death. In the event of your
death prior to the payments contemplated by paragraph 3 hereof, the amounts
remaining will be paid to Regina Pistor.
If the foregoing is satisfactory to you, please indicate by signing and
returning the enclosed copy of this letter.
Very truly yours,
Charles D. MarLett
Corporate Secretary
Accepted and agreed:
- --------------------------
Charles H. Pistor, Jr.
- --------------------------
Date
<PAGE> 1
EXHIBIT 10.22
July 16, 1997
Judith Rodin, PhD.
President
University of Pennsylvania
100 College Hall
Philadelphia, PA 19104
Dear Judith:
This will confirm the following agreement relating to the deferral of,
and payment of, your directors' fees and retainers in 1997:
1. All directors' fees and retainers ("Fees") payable to you in
connection with your service on the boards of directors (including committees of
such boards) of AMR Corporation and American Airlines, Inc. for the period July
16, 1997, through December 31, 1997, will be deferred and paid to you in
accordance with the following:
2. Fees will be converted to Stock Equivalent Units in accordance with
the Directors' Stock Equivalent Purchase Plan, a copy of which is attached
hereto as Exhibit A.
3. Upon your retirement from the Board of Directors of AMR all the
Stock Equivalent Units will be converted to cash and paid to you by multiplying
the number of Stock Equivalent Units as of the date of your retirement by the
arithmetic mean of the high and low of AMR stock ("fair market value") during
the calendar month immediately preceding such retirement date. Such payment will
occur within 30 days of your retirement date.
4. AMR's obligation to make payments pursuant to paragraph 3 hereof
will not be released or modified by reason of your death. In such event, the
number of Stock Equivalent Units as of your date of death will be multiplied by
the fair market value of AMR stock during the calendar month immediately
preceding your death, and the amount paid to the Judith Rodin Family Trust.
<PAGE> 2
If the foregoing is satisfactory to you, please indicate by signing and
returning the enclosed copy of this letter.
Very truly yours,
Charles D. MarLett
Corporate Secretary
Accepted and agreed:
- ---------------------------
Judith Rodin
2
<PAGE> 1
EXHIBIT 10.23
February 19, 1998
Judith Rodin, PhD.
President
University of Pennsylvania
100 College Hall
Philadelphia, PA 19104
Dear Judith:
This will confirm the following agreement relating to the deferral of,
and payment of, your directors' fees and retainers in 1998:
1. All directors' fees and retainers ("Fees") payable to you in
connection with your service on the boards of directors (including committees of
such boards) of AMR Corporation and American Airlines, Inc. for the period
January 1, 1998 through December 31, 1998, will be deferred and paid to you in
accordance with the following:
2. Fees will be converted to Stock Equivalent Units in accordance with
the Directors' Stock Equivalent Purchase Plan, a copy of which is attached
hereto as Exhibit A.
3. Upon your retirement from the Board of Directors of AMR all the
Stock Equivalent Units will be converted to cash and paid to you by multiplying
the number of Stock Equivalent Units as of the date of your retirement by the
arithmetic mean of the high and low of AMR stock ("fair market value") during
the calendar month immediately preceding such retirement date. Such payment will
occur within 30 days of your retirement date.
4. AMR's obligation to make payments pursuant to paragraph 3 hereof
will not be released or modified by reason of your death. In such event, the
number of Stock Equivalent Units as of your date of death will be multiplied by
the fair market value of AMR stock during the calendar month immediately
preceding your death, and the amount paid to the Judith Rodin Family Trust.
<PAGE> 2
If the foregoing is satisfactory to you, please indicate by signing and
returning the enclosed copy of this letter.
Very truly yours,
Charles D. MarLett
Corporate Secretary
Accepted and agreed:
- ------------------------
Judith Rodin
- ------------------------
Date
<PAGE> 1
EXHIBIT 10.28
STOCK OPTION
STOCK OPTION granted DATE, by AMR Corporation, a Delaware corporation
(the "Corporation"), to <<FIRST>> <<LAST>>, employee number <<EMP>>, an employee
of the Corporation or one of its Subsidiaries or Affiliates (the "Optionee").
W I T N E S S E T H:
WHEREAS, the stockholders of the Corporation approved the l988 Long
Term Incentive Plan (the "l988 Plan") at the Corporation's annual meeting held
on May l8, l988;
WHEREAS, the l988 Plan provides for the grant of an option to purchase
shares of the Corporation's Common Stock to those individuals selected by the
Committee or, in lieu thereof, the Board of Directors of AMR Corporation (the
"Board"); and
WHEREAS, the Board has determined that the Optionee is eligible under
the Plan and that it is to the advantage and interest of the Corporation to
grant the option provided for herein to the Optionee as an incentive for
Optionee to remain in the employ of the Corporation or one of its Subsidiaries
or Affiliates, and to encourage ownership by the Optionee of the Corporation's
Common Stock, $l par value (the "Common Stock").
NOW, THEREFORE:
l. Option Grant. The Corporation hereby grants to the Optionee a
non-qualified stock option, subject to the terms and conditions hereinafter set
forth, to purchase all or any part of an aggregate of <<OPTIONS>> shares of
Common Stock at a price of $ per share (being the fair market value of the
Common Stock on the date hereof), exercisable in approximately equal
installments on and after the following dates and with respect to the following
number of shares of Common Stock:
<TABLE>
<CAPTION>
Exercisable On and Number of
After Shares
- ---------------------------- -------------------
- ---------------------------- -------------------
<S> <C>
<<EX1>> <<SHR51>>
- ---------------------------- -------------------
<<EX2>> <<SHR52>>
- ---------------------------- -------------------
<<EX3>> <<SHR53>>
- ---------------------------- -------------------
<<EX4>> <<SHR54>>
- ---------------------------- -------------------
<<EX5>> <<SHR55>>
- ---------------------------- -------------------
</TABLE>
-1-
<PAGE> 2
provided, that in no event shall this option be exercisable in whole or in part
ten years from the date hereof and that the Company shall in no event be
obligated to issue fractional shares. The right to exercise this option and to
purchase the number of shares comprising each such installment shall be
cumulative, and once such right has become exercisable it may be exercised in
whole at any time and in part from time to time until the date of termination of
the Optionee's rights hereunder.
2. Restriction on Exercise. Notwithstanding any other provision hereof,
this option shall not be exercised if at such time such exercise or the delivery
of certificates representing shares of Common Stock purchased pursuant hereto
shall constitute a violation of any provision of any applicable Federal or State
statute, rule or regulation, or any rule or regulation of any securities
exchange on which the Common Stock may be listed.
3. Manner of Exercise. This option may be exercised with respect to all
or any part of the shares of Common Stock then subject to such exercise by
written notice from the Optionee to the Corporation addressed to P.O. Box
6l96l6, Dallas/Fort Worth Airport, Texas 7526l-96l6, Attention: Executive
Compensation. Such notice shall be accompanied by the payment of the option
price in cash or by check and, in the event that at the time of such exercise
the shares of Common Stock as to which this option is exercisable have not been
registered under the Securities Act of l933, shall include a representation by
the Optionee that at the time of such exercise he is acquiring the shares of
Common Stock for investment only and not with a view to distribution. Subject to
compliance by the Optionee with all the terms and conditions hereof, the
Corporation shall promptly thereafter deliver to the Optionee a certificate or
certificates for such shares with all requisite transfer stamps attached.
4. Termination of Option. This option shall terminate and may no longer
be exercised if (i) the Optionee ceases to be an employee of the Corporation or
one of its Subsidiaries or Affiliates; or (ii) the Optionee becomes an employee
of a Subsidiary that is not wholly owned, directly or indirectly, by the
Corporation; or (iii) the Employee takes a leave of absence without
reinstatement rights, unless otherwise agreed in a writing between the
Corporation and the Employee; except that
(a) If the Optionee's employment by the Corporation (and any
Subsidiary or Affiliate) terminates by reason of death, the
option may thereafter be exercised, to the extent such option
was exercisable at the time of death, by the legal
representative of the estate or by the legatee of the Optionee
under the will of the Optionee, for a period of three years
from the date of such death or until the expiration of the
stated term of the option, whichever period is the shorter;
-2-
<PAGE> 3
(b) If the Optionee's employment by the Corporation (and any
Subsidiary or Affiliate) terminates by reason of Disability,
the option may thereafter be exercised, to the extent it was
exercisable at the time of such disability, for a period of
three years from the date of such disability or until the
expiration of the stated term of such option, whichever
period is the shorter; provided, however, that, if the
Optionee dies within such three-year period, any unexercised
portion of the option shall thereafter be exercisable to the
extent to which it was exercisable at the time of death for
a period of twelve months from the date of such death or
until the expiration of the stated term of the option,
whichever period is the shorter;
(c) If the Optionee's employment by the Corporation (and any
Subsidiary or Affiliate) terminates by reason of Normal or
Early Retirement, the option may thereafter be exercised, to
the extent it was exercisable at the time of such Retirement,
for a period of three years from the date of such retirement
or the expiration of the stated term of the option, whichever
period is the shorter; provided, however, that, if the
Optionee dies within such three-year period, any unexercised
portion of the option shall thereafter be exercisable, to the
extent to which it was exercisable at the time of death, for a
period of twelve months from the date of such death or until
the expiration of the stated term of the option, whichever
period is the shorter; and
(d) If the Optionee's employment by the Corporation (and any
Subsidiary or Affiliate) is involuntarily terminated by the
Corporation or a Subsidiary or Affiliate (as the case may be)
without Cause, the option may thereafter be exercised, to the
extent it was exercisable at the time of termination, for a
period of three months from the date of such termination of
employment or until the stated term of such option, whichever
period is shorter.
(e) Change in Control; Potential Change in Control. In the
event of a Change in Control or a Potential Change in
Control of the Corporation, this option shall become
exercisable in accordance with the l988 Plan, or its
successor.
5. Adjustments in Common Stock. In the event of any stock dividend,
stock split, merger, consolidation, reorganization, recapitalization or other
change in the corporate structure, appropriate adjustments shall be made by the
Board in the number of shares, class or classes of securities and the price per
share subject to outstanding options and Rights.
6. Non-Transferability of Option. This option may not be transferred
except by will or the laws of descent and distribution to the extent provided
herein. During the lifetime of the Optionee this option may be exercised only by
him or her.
7. Miscellaneous. This option (a) shall be binding upon and inure to
the benefit of any successor of the Corporation, (b) shall be governed by the
laws of the State of Texas,
-3-
<PAGE> 4
and any applicable laws of the United States, and (c) may not be amended except
in writing. No contract or right of employment shall be implied by this option.
If this option is assumed or a new option is substituted
therefore in any corporate reorganization (including, but not limited to, any
transaction of the type referred to in Section 425(a) of the Internal Revenue
Code of l986, as amended), employment by such assuming or substituting
corporation or by a parent corporation or a subsidiary thereof shall be
considered for all purposes of this option to be employment by the Corporation.
8. Securities Law Requirements. The Corporation shall not be required
to issue shares upon the exercise of this option unless and until (a) such
shares have been duly listed upon each stock exchange on which the Corporation's
Stock is then registered; and (b) a registration statement under the Securities
Act of l933 with respect to such shares is then effective.
The Board may require the Optionee to furnish to the
Corporation, prior to the issuance of any shares of Stock in connection with the
exercise of this option, an agreement, in such form as the Board may from time
to time deem appropriate, in which the Optionee represents that the shares
acquired by him upon such exercise are being acquired for investment and not
with a view to the sale or distribution thereof.
9. Option Subject to l988 Plan. Except as contemplated by Section 4(e),
this option shall be subject to all the terms and provisions of the l988 Plan,
and the Optionee shall abide by and be bound by all rules, regulations and
determinations of the Board of Directors of the Corporation now or hereafter
made in connection with the administration of the l988 Plan. Capitalized terms
not otherwise defined herein shall have the meanings set forth for such terms in
the l988 Plan.
-4-
<PAGE> 5
IN WITNESS WHEREOF, the Corporation has executed this Stock Option as
of the day and year first above written.
AMR Corporation
By
----------------------------------
Charles D. MarLett
Corporate Secretary
Optionee
----------------------------------
-5-
<PAGE> 1
EXHIBIT 10.30
CAREER EQUITY PROGRAM
DEFERRED STOCK AWARD AGREEMENT
This AGREEMENT made as of _______, 199_, by and between AMR
Corporation, a Delaware corporation (the "Corporation"), to
<<FIRST>> <<LAST>> (the "Employee"), employee number <<ID>>.
WHEREAS, the stockholders of the Corporation approved the 1988
Long Term Incentive Plan (the "1988 Plan") at the Corporation's annual meeting
held on May 18, 1988; and
WHEREAS, pursuant to the Career Equity Program adopted by the
Board of Directors of the Corporation (the "Board"), the Board has determined to
make a Career Equity Program grant to the Employee of Deferred Stock (subject to
the terms of the l988 Plan and this Agreement), as an inducement for the
Employee to remain an employee of the Corporation, and to retain and motivate
such Employee during his employment with the Corporation.
NOW, THEREFORE, the Corporation and the Employee hereby agree
as follows:
l. Grant of Award. The Employee is hereby granted as of
______, 199_, (the "Grant Date") a Deferred Stock Award (the "Award"), subject
to the terms and conditions hereinafter set forth, with respect to <<SHARES>>
shares of Common Stock, $l.00 par value, of the Corporation ("Stock"). The
shares of Stock covered by the Award shall vest in accordance with Sections 2,
3, 4, 5, and 6 hereof.
2. Vesting - Normal Retirement or Early Retirement. In the
event of the termination of Employee's employment with the Corporation (or any
Subsidiary or Affiliate thereof) on or after the Grant Date due to Normal
Retirement (which is defined as retirement from employment with the Corporation,
or any Subsidiary or Affiliate thereof, at or after age 60), the shares of Stock
covered by the Award shall become fully vested.
In the event of the termination of the Employee's employment
with the Corporation (or any Subsidiary or Affiliate thereof) on or after the
Grant Date due to Early Retirement (which is defined as an early retirement from
employment with the Corporation, or any Subsidiary or Affiliate thereof, at or
after age 55 but before age 60), the shares of stock covered by the Award shall
vest in accordance with the following schedule:
1
<PAGE> 2
<TABLE>
<CAPTION>
Percentage of
Award
Age Vested
--- -------------
<S> <C>
55 85%
56 88%
57 91%
58 94%
59 97%
</TABLE>
Share certificates for the number of shares covered by a
vested Award (whether in full or partial) shall be issued and delivered to the
Employee on or about the date of Retirement.
Notwithstanding anything to the contrary contained herein and
for the purposes of this Award, in order to be eligible for the benefits
hereunder associated with Early Retirement, the recipient must be entitled to
receive early retirement pension benefits under the then existing policies of
the Corporation, Subsidiary or Affiliate, as applicable.
3. Vesting - Death or Disability. In the event of the
termination of Employee's employment with the Corporation (or any Subsidiary or
Affiliate thereof) on or after the Grant Date due to the Employee's death or
Disability, the shares of Stock covered by the Award shall vest at a rate of 20%
for each full year of employment with the Corporation (or any Subsidiary or
Affiliate thereof) after the Grant Date (with pro rata vesting for each full
month of employment in partial years). In such case, share certificates for the
number of shares so vested shall be issued and delivered to the Employee (or, in
the event of the Employee's death, the Employee's designated beneficiary for
purposes of the Award, or in the absence of an effective beneficiary
designation, the Employee's estate) within 60 days after the Employee's death or
Disability.
4. Vesting - Termination Not for Cause. If the Employee's
employment with the Corporation (or any Subsidiary or Affiliate thereof) is
terminated on or after the Grant Date by the Corporation (or any Subsidiary or
Affiliate thereof) other than for Cause, the shares of Stock covered by the
Award shall vest at a rate of 10% for each full year of employment with the
Corporation (or any Subsidiary or Affiliate thereof) after the Grant Date (with
pro rata vesting for each full month of employment in partial years). In such
case, share certificates for the number of shares so vested shall be issued and
delivered to the Employee in five equal annual installments with the first
installment being made one year after the date of such termination; provided,
however, that in the event of such termination, vesting of the shares under the
Award as provided herein may be predicated upon the Employee agreeing to such
terms and conditions as required by the Corporation, including, but not limited
to, non-competition and non-disclosure agreements.
5. Vesting - Termination for Cause; Other. In the event that
(a) the Employee's employment with the Corporation (or any Subsidiary or
Affiliate thereof) is terminated for Cause; or (b) the Employee terminates his
employment with the Corporation, or any Subsidiary or Affiliate thereof, (other
than for reasons of Retirement or Disability); or (c) the Employee becomes an
employee of a Subsidiary that is not wholly owned, directly or indirectly, by
the Corporation; or (d) the Employee takes a leave of absence
2
<PAGE> 3
without reinstatement rights, unless otherwise agreed in a writing between the
Corporation and the Employee; then all shares of Stock covered by the Award
shall be forfeited.
6. Vesting - Change in Control; Potential Change in Control.
In the event of a Change in Control or Potential Change in Control of the
Corporation, shares under the Award shall vest in accordance with the l988 Plan
or its successor.
7. Elective Deferrals. At any time at least l2 months prior to
the date of the Employee's Retirement, the Employee may elect in writing,
subject to Board approval, to voluntarily defer the receipt of the shares of
Stock covered by the Award for a specified additional period beyond the date of
the Employee's termination of employment (the "Elective Deferral Period"). Any
shares deferred pursuant to this Section 7 shall be issued to the Employee
within 60 days after the end of the Elective Deferral Period. In the event of
the death of the Employee during the Elective Deferral Period, the shares so
deferred shall be issued to the Employee's designated Beneficiary (or to the
Employee's estate, in the absence of an effective beneficiary designation)
within 60 days after the Board receives written notification of death.
8. Transfer Restrictions. This Award is non-transferable
otherwise than by will or by the laws of descent and distribution, and may not
otherwise be assigned, pledged or hypothecated and shall not be subject to
execution, attachment or similar process. Upon any attempt by the Employee (or
the Employee's successor in interest after the Employee's death) to effect any
such disposition, or upon the levy of any such process, the Award shall
immediately become null and void, at the discretion of the Board.
9. Miscellaneous. This Agreement (a) shall be binding upon and
inure to the benefit of any successor of the Corporation, (b) shall be governed
by the laws of the State of Texas and any applicable laws of the United States,
and (c) may not be amended without the written consent of both the Corporation
and the Employee. No contract or right of employment shall be implied by this
Agreement. If this Award is assumed or a new award is substituted therefore in
any corporate reorganization, employment by such assuming or substituting
corporation or by a parent corporation or subsidiary or affiliate thereof shall
be considered for all purposes of this Award to be employment by the
Corporation. In the event Employee does not forward to the Corporation, within
the applicable period, required taxes with respect to any Award distributed
pursuant to this Agreement, the Corporation may withhold from any payments to be
made to the Employee by the Corporation (or any Subsidiary or Affiliate
thereof), an amount(s) equal to such taxes.
l0. Securities Law Requirements. The Corporation shall not be
required to issue shares pursuant to this Award unless and until (a) such shares
have been duly listed upon each stock exchange on which the Corporation's Stock
is then registered; and (b) a registration statement under the Securities Act of
l933 with respect to such shares is then effective.
The Board may require the Employee to furnish to the
Corporation, prior to the issuance of any shares of Stock in connection with
this Award, an agreement, in such form as the Board may from time to time deem
appropriate, in which the Employee represents that the shares acquired by him
under the Award are being acquired for investment and not with a view to the
sale or distribution thereof.
3
<PAGE> 4
ll. Incorporation of l988 Plan Provisions. Except as
contemplated by Section 6, this Agreement is made pursuant to the l988 Plan and
is subject to all of the terms and provisions of the l988 Plan as if the same
were fully set forth herein. Capitalized terms not otherwise defined herein
shall have the meanings set forth for such terms in the l988 Plan.
l2. Participation in Long-Term Incentive Plans. If at the time
of i) Employee's Retirement from the Corporation (or any Subsidiary or Affiliate
thereof) or ii), the termination of Employee's employment with the Corporation
(or any Subsidiary or Affiliate thereof) for reasons contemplated by Sections 3
or 4, the Employee has received payment(s) under the terms of a long-term
incentive plan(s) adopted by any Subsidiary or Affiliate of the Corporation, the
Employee agrees that in lieu of the shares of Stock that have vested pursuant to
this Award, the Employee will receive shares of stock having a fair market value
as of the vesting date equal to the positive difference, if any, between the
fair market value (as of the vesting date) of the shares of Stock that have
vested hereunder and the aggregate nominal value of the payment(s) made under
such long-term incentive plan(s).
13. Payment of Performance Return Payments and Dividend
Equivalents; Voting Rights.
(a) Performance Return Payments. Subject to the terms and
conditions set forth in the attached Schedule A, Performance Return Payments (as
defined in such Schedule A) shall be paid annually on or about the date as may
be designated from time to time by the Board or any committee thereof (the
"Payment Date") on all or a specified portion of the shares of Deferred Stock
covered by this Award, as set forth in such Schedule A, based on: (i) the
greater of (y) a deemed investment rate equal to the Corporation's Rolling
Average ROI as defined and determined in accordance with the terms and
conditions set forth in such Schedule A or (z) 6%; and (ii) the value of the
Stock as determined by the Board, or any committee thereof, pursuant to Schedule
A.
In addition, the Employee shall be entitled, subject to the
consent of the Board, to elect to defer receipt of such Performance Return
Payments in accordance with the American Airlines, Inc. 1987 Executive Deferral
Plan or its successor plan.
(b) Dividend Equivalents. The Employee shall also be entitled
to payment of an amount equal to (i) the amount of any dividend declared per
share on the Corporation's Stock after the Grant Date and prior to issuance to,
or forfeiture by, the Employee of the shares of Deferred Stock covered by this
Award, multiplied by (ii) the number of unissued and unforfeited shares of
Deferred Stock covered by this Award, provided (y) that the amount of any such
dividend equivalents shall be offset by the amount of any Performance Return
Payments paid under this Award within the preceding 11 months and (z) that,
unless the Board otherwise decides prior to the dividend payment date, such
dividend equivalent payment shall be automatically deferred and treated as
additional shares of Deferred Stock, subject to the same terms and conditions
that apply to the related shares of Deferred Stock with respect to which such
dividend equivalents were initially payable.
4
<PAGE> 5
(c) Voting and Other Rights. The Employee shall have no
ownership rights, including voting rights, with respect to the shares of
Deferred Stock covered by this Award unless and until shares of stock are
actually issued to the Employee."
* * *
EMPLOYEE AMR CORPORATION
- ----------------------------- ----------------------------
C. D. MarLett
Corporate Secretary
5
<PAGE> 6
Schedule A
Performance Return Payments
1. Performance Return Payments may be paid on a percentage of the shares
covered by the Award, such percentage to be established, from time to
time, by the Chairman of the Corporation.
2. The price of those shares, if any, subject to Performance Return
Payments, will be as determined by the Board, or any committee thereof,
and will approximate the then existing price of the Stock on the New
York Stock Exchange.
3. The three-year rolling average return of investment of AMR Corporation
(the "ROI"), as referenced in Section 13 of the Agreement, will be
calculated as soon as practical following the end of the Corporation's
fiscal year. In determining ROI, the following definitions will
control:
The Measurement Period is the three most recent fiscal years.
AMR is AMR Corporation.
Committee is the AMR Incentive Compensation Committee.
Plan Returns is the sum of AMR pre-tax income, interest expense, and
any accounting adjustments or extraordinary or unusual items which may
be included or excluded at the discretion of the Committee and approved
by the Board of Directors of AMR, or a committee thereof.
Adjusted Investment is the sum of AMR's notes payable, current
maturities of long term debt, current maturities on capital leases,
non-current long term debt, non-current capital leases, and
stockholders' equity and any extraordinary or unusual items which may
be included or excluded at the discretion of the Committee and approved
by the Board of Directors of AMR, or a committee thereof.
Average Adjusted Investment for a fiscal year is (i) the sum of
Adjusted Investment as of December 31 of the immediately prior fiscal
year and Adjusted Investment as of September 30 of the fiscal year for
which ROI is being calculated (ii) divided by two.
ROI for a fiscal year is Plan Returns for a fiscal year divided by
Average Adjusted Investment for that same fiscal year, stated as a
percentage.
ROI for the Measurement Period is the sum of ROI for each year of the
Measurement Period divided by three.
4. In the event of an Employee's termination of employment with the
Corporation (and any Subsidiary or Affiliate thereof) for reasons of
death, Disability, or Retirement, Performance Return Payments, if any,
which are paid on or around the first occurrence of the Payment Date
after the date of death, Disability, or Retirement, shall be paid to
the Employee (or, in the event of the Employee's
6
<PAGE> 7
death, the Employee's designated beneficiary for purposes of the
Award, or in the absence of an effective beneficiary designation, the
Employee's estate) at the rate of 8 1/3% for each full or partial
month of employment since the Payment Date of the preceding year.
Notwithstanding the foregoing, however, no Performance Return Payments
shall be made to an Employee if the Employee's employment with the
Corporation (and any Subsidiary or Affiliate thereof) is terminated
for Cause.
7
<PAGE> 1
EXHIBIT 10.31
CAREER EQUITY PROGRAM
DEFERRED STOCK AWARD AGREEMENT
This AGREEMENT made as of ______, 199_, by and between AMR
Corporation, a Delaware corporation (the "Corporation"), to <<FIRST>> <<LAST>>
(the "Employee"), employee number <<EE>>.
WHEREAS, the stockholders of the Corporation approved the 1988
Long Term Incentive Plan, as amended (the "1988 Plan"); and
WHEREAS, pursuant to the Career Equity Program adopted by the
Board of Directors of the Corporation (the "Board"), the Board has determined to
make a Career Equity Program grant to the Employee of Deferred Stock (subject to
the terms of the l988 Plan and this Agreement), as an inducement for the
Employee to remain an employee of the Corporation, and to retain and motivate
such Employee during his employment with the Corporation.
NOW, THEREFORE, the Corporation and the Employee hereby agree
as follows:
l. Grant of Award. The Employee is hereby granted as of
_______, 199_, (the "Grant Date") a Deferred Stock Award (the "Award"), subject
to the terms and conditions hereinafter set forth, with respect to <<EQUITY>>
shares of Common Stock, $l.00 par value, of the Corporation ("Stock"). The
shares of Stock covered by the Award shall vest in accordance with Sections 2,
3, 4, 5, and 6 hereof.
2. Vesting - Normal Retirement or Early Retirement. In the
event of the termination of Employee's employment with the Corporation (or any
Subsidiary or Affiliate thereof) on or after the Grant Date due to Normal
Retirement (which is defined as retirement from employment with the Corporation,
or any Subsidiary or Affiliate thereof, at or after age 60), the shares of Stock
covered by the Award shall become fully vested.
In the event of the termination of the Employee's employment with the
Corporation (or any Subsidiary or Affiliate thereof) on or after the Grant Date
due to Early Retirement (which is defined as an early retirement from employment
with the Corporation, or any Subsidiary or Affiliate thereof, at or after age 55
but before age 60), the shares of stock covered by the Award shall vest in
accordance with the following schedule:
1
<PAGE> 2
<TABLE>
<CAPTION>
Percentage of
Age Award Vested
--- ------------
<S> <C>
55 85%
56 88%
57 91%
58 94%
59 97%
</TABLE>
Share certificates for the number of shares covered by a
vested Award (whether in full or partial) shall be issued and delivered to the
Employee on or about the date of Retirement.
Notwithstanding anything to the contrary contained herein, and
for the purposes of this Award, in order to be eligible for the benefits
hereunder associated with Early Retirement, the recipient must be entitled to
receive early retirement pension benefits under the then existing policies of
the Corporation, Subsidiary or Affiliate, as applicable.
3. Vesting - Death or Disability. In the event of the
termination of Employee's employment with the Corporation (or any Subsidiary or
Affiliate thereof) on or after the Grant Date due to the Employee's death or
Disability, the shares of Stock covered by the Award shall vest at a rate of 20%
for each full year of employment with the Corporation (or any Subsidiary or
Affiliate thereof) after the Grant Date (with pro rata vesting for each full
month of employment in partial years). In such case, share certificates for the
number of shares so vested shall be issued and delivered to the Employee (or, in
the event of the Employee's death, the Employee's designated beneficiary for
purposes of the Award, or in the absence of an effective beneficiary
designation, the Employee's estate) within 60 days after the Employee's death or
Disability.
4. Vesting - Termination Not for Cause. If the Employee's
employment with the Corporation (or any Subsidiary or Affiliate thereof) is
terminated on or after the Grant Date by the Corporation (or any Subsidiary or
Affiliate thereof) other than for Cause, the shares of Stock covered by the
Award shall vest at a rate of 10% for each full year of employment with the
Corporation (or any Subsidiary or Affiliate thereof) after the Grant Date (with
pro rata vesting for each full month of employment in partial years after the
initial year). In such case, share certificates for the number of shares so
vested may be issued and delivered to the Employee in five equal annual
installments with the first installment being made one year after the date of
such termination; provided, however, that in the event of such termination,
vesting of the shares under the Award as provided herein may be predicated upon
the Employee agreeing to such terms and conditions as required by the
Corporation, including, but not limited to, non-competition and non-disclosure
agreements.
5. Vesting - Termination for Cause; Other. In the event that
(a) the Employee's employment with the Corporation (or any Subsidiary or
Affiliate thereof) is terminated for Cause; or (b) the Employee terminates his
employment with the Corporation; or (c) the Employee becomes an employee of a
Subsidiary that is not wholly owned, directly or indirectly, by the Corporation;
or (d) the Employee takes a leave of absence without reinstatement rights,
unless otherwise agreed in a writing between the Corporation and the Employee;
or (e) the employee ceases to be a member of management at level 5 and
2
<PAGE> 3
above; then all shares of Stock covered by the Award shall be forfeited.
6. Vesting - Change in Control; Potential Change in Control.
In the event of a Change in Control or Potential Change in Control of the
Corporation, shares under the Award shall vest in accordance with the 1988 Plan
or its successor.
7. Elective Deferrals. At any time at least 12 months prior to
the date of the Employee's Retirement, the Employee may elect in writing,
subject to Board approval, to voluntarily defer the receipt of the shares of
Stock covered by the Award for a specified additional period beyond the date of
the Employee's termination of employment (the "Elective Deferral Period"). Any
shares deferred pursuant to this Section 7 shall be issued to the Employee
within 60 days after the end of the Elective Deferral Period. In the event of
the death of the Employee during the Elective Deferral Period, the shares so
deferred shall be issued to the Employee's designated Beneficiary (or to the
Employee's estate, in the absence of an effective beneficiary designation)
within 60 days after the Board receives written notification of death.
8. Transfer Restrictions. This Award is non-transferable
otherwise than by will or by the laws of descent and distribution, and may not
otherwise be assigned, pledged or hypothecated and shall not be subject to
execution, attachment or similar process. Upon any attempt by the Employee (or
the Employee's successor in interest after the Employee's death) to effect any
such disposition, or upon the levy of any such process, the Award shall
immediately become null and void, at the discretion of the Board.
9. Miscellaneous. This Agreement (a) shall be binding upon and
inure to the benefit of any successor of the Corporation, (b) shall be governed
by the laws of the State of Texas and any applicable laws of the United States,
and (c) may not be amended without the written consent of both the Corporation
and the Employee. No contract or right of employment shall be implied by this
Agreement. If this Award is assumed or a new award is substituted therefore in
any corporate reorganization, employment by such assuming or substituting
corporation or by a parent corporation or subsidiary or affiliate thereof shall
be considered for all purposes of this Award to be employment by the
Corporation. In the event Employee does not forward to the Corporation, within
the applicable period, required taxes with respect to any Award distributed
pursuant to this Agreement, the Corporation may withhold from any payments to be
made to the Employee by the Corporation (or any Subsidiary or Affiliate
thereof), an amount(s) equal to such taxes.
10. Securities Law Requirements. The Corporation shall not be
required to issue shares pursuant to this Award unless and until (a) such shares
have been duly listed upon each stock exchange on which the Corporation's Stock
is then registered; and (b) a registration statement under the Securities Act of
1933 with respect to such shares is then effective.
The Board may require the Employee to furnish to the
Corporation, prior to the issuance of any shares of Stock in connection with
this Award, an agreement, in such form as the Board may from time to time deem
appropriate, in which the Employee represents that the shares acquired by him
under the Award are being acquired for investment and not with a view to the
sale or distribution thereof.
3
<PAGE> 4
11. Incorporation of 1988 Plan Provisions. Except as
contemplated by Section 6, this Agreement is made pursuant to the 1988 Plan and
is subject to all of the terms and provisions of the 1988 Plan as if the same
were fully set forth herein. Capitalized terms not otherwise defined herein
shall have the meanings set forth for such terms in the 1988 Plan.
12. Participation in Long-Term Incentive Plans. If at the time
of i) Employee's Retirement from the Corporation (or any Subsidiary or Affiliate
thereof) or ii), the termination of Employee's employment with the Corporation
(or any Subsidiary or Affiliate thereof) for reasons contemplated by Section 3
or 4, the Employee has received payment(s) under the terms of a long-term
incentive plan(s) adopted by any Subsidiary or Affiliate of the Corporation, the
Employee agrees that in lieu of the shares of Stock that have vested pursuant to
this Award, the Employee will receive shares of stock having a fair market value
as of the vesting date equal to the positive difference, if any, between the
fair market value (as of the vesting date) of the shares of Stock that have
vested hereunder and the aggregate nominal value of the payment(s) made under
such long-term incentive plan(s).
* * *
IN WITNESS HEREOF, the Employee and the Corporation have
executed this Career Equity Grant as of the day and year first above written.
* * * * * * * *
EMPLOYEE AMR CORPORATION
- -------------------------- -----------------------------
C. D. MarLett
Corporate Secretary
4
<PAGE> 1
EXHIBIT 10.37
1997-1999 PERFORMANCE SHARE PROGRAM
DEFERRED STOCK AWARD AGREEMENT
This AGREEMENT made as of _____, 199_, by and between AMR
Corporation, a Delaware corporation (the "Corporation"), and (the "Employee"),
employee number .
WHEREAS, the stockholders of the Corporation approved the 1988
Long Term Incentive Plan (the "1988 Plan") at the Corporation's annual meeting
held on May 18, 1988; and
WHEREAS, pursuant to the Performance Share Program (the
"Program") adopted by the Board of Directors of the Corporation (the "Board"),
the Board has determined to make a Program grant to the Employee of Deferred
Stock (subject to the terms of the l988 Plan and this Agreement), as an
inducement for the Employee to remain an employee of the Corporation (or a
Subsidiary or Affiliate thereof), and to retain and motivate such Employee
during such employment.
NOW, THEREFORE, the Corporation and the Employee hereby agree
as follows:
l. Grant of Award. The Employee is hereby granted as of ____,
199_, (the "Grant Date") a Deferred Stock Award (the "Award"), subject to the
terms and conditions hereinafter set forth, with respect to ___ shares of Common
Stock, $l.00 par value, of the Corporation ("Stock"). The shares of Stock
covered by the Award shall vest in accordance with Section 2.
2. Vesting. (a) The Award will vest, if at all, in accordance
with Schedule A, attached hereto and made a part of this Agreement. (b) In the
event of the termination of Employee's employment with the Corporation (or a
Subsidiary or Affiliate thereof) prior to the end of three year measurement
period set forth in Schedule A (the "Measurement Period") due to the Employee's
death, Disability, Retirement or termination not for Cause (each an "Early
Termination") the Award will vest, if at all, on a prorata basis and will be
paid to the Employee (or, in the event of the Employee's death, the Employee's
designated beneficiary for purposes of the Award, or in the absence of an
effective beneficiary designation, the Employee's estate) as soon as practicable
after the end of the Measurement Period. The prorata share will be a percentage
where the denominator is 36 and the numerator is the number of months from
January 1, 1997 through the month of the Early Termination, inclusive.
(c) In the event of the termination of Employee's employment
with the Corporation (or any Subsidiary or Affiliate thereof) for Cause, or if
the Employee terminates his employment with the Corporation (or any Subsidiary
or Affiliate thereof) prior to the distribution of any Award hereunder, the
Award shall be forfeited in its entirety.
-1-
<PAGE> 2
(d) In the event of a Change in Control or Potential Change in
Control of the Corporation, the Award shall vest in accordance with the l988
Plan, or its successor.
(e) If prior to the distribution of any Award hereunder, the
Employee becomes an employee of a Subsidiary that is not wholly owned, directly
or indirectly, by the Corporation, then the Award shall be forfeited in its
entirety.
(f) If prior to the distribution of any Award hereunder, the
Employee takes a leave of absence without reinstatement rights, and unless
otherwise agreed in a writing between the Corporation and the Employee, then the
Award shall be forfeited in its entirety.
3. Payment in Cash. Upon a determination by the Board, an
Award may be paid in cash or other consideration in accordance with a formula as
adopted by the Board.
4. Elective Deferrals. At any time at least 12 months prior to
the end of the Measurement Period, the Employee may elect in writing, subject to
Board approval, to voluntarily defer the receipt of the Stock for a specified
additional period beyond the end of the Measurement Period (the "Elective
Deferral Period"). Any Stock deferred pursuant to this Section 4 shall be issued
to the Employee within 60 days after the end of the Elective Deferral Period. In
the event of the death of the Employee during the Elective Deferral Period, the
Stock so deferred shall be issued to the Employee's designated Beneficiary (or
to the Employee's estate, in the absence of an effective beneficiary
designation) within 60 days after the Corporation receives written notification
of death.
5. Transfer Restrictions. This Award is non-transferable
otherwise than by will or by the laws of descent and distribution, and may not
otherwise be assigned, pledged or hypothecated and shall not be subject to
execution, attachment or similar process. Upon any attempt by the Employee (or
the Employee's successor in interest after the Employee's death) to effect any
such disposition, or upon the levy of any such process, the Award may
immediately become null and void, at the discretion of the Board.
6. Miscellaneous. This Agreement (a) shall be binding upon and
inure to the benefit of any successor of the Corporation, (b) shall be governed
by the laws of the State of Texas and any applicable laws of the United States,
and (c) may not be amended without the written consent of both the Corporation
and the Employee. No contract or right of employment shall be implied by this
Agreement. In the event Employee does not forward to the Corporation, within the
applicable period, required taxes with respect to any Award distributed pursuant
to this Agreement, the Corporation may withhold from any payments to be made to
the Employee by the Corporation (or any Subsidiary or Affiliate thereof), an
amount(s) equal to such taxes.
7. Securities Law Requirements. The Corporation shall not be
required to issue Stock pursuant to this Award unless and until (a) such shares
have been duly listed upon each stock exchange on which the Corporation's Stock
is then registered; and (b) a registration statement under the Securities Act of
1933 with respect to such shares is then effective.
-2-
<PAGE> 3
The Board may require the Employee to furnish to the
Corporation, prior to the issuance of the Stock in connection with this Award,
an agreement, in such form as the Board may from time to time deem appropriate,
in which the Employee represents that the shares acquired by him under the Award
are being acquired for investment and not with a view to the sale or
distribution thereof.
8. Incorporation of l988 Plan Provisions. Except as
contemplated by Section 2(d), this Agreement is made pursuant to the l988 Plan
and is subject to all of the terms and provisions of the l988 Plan as if the
same were fully set forth herein. Capitalized terms not otherwise defined herein
(inclusive of Schedule A)
shall have the meanings set forth for such terms in the l988 Plan.
IN WITNESS HEREOF, the Employee and the Corporation have executed this
Performance Share Grant as of the day and year first above written.
EMPLOYEE AMR CORPORATION
By:
- -------------------------------- ----------------------------
Charles D. MarLett
Corporate Secretary
-3-
<PAGE> 4
SCHEDULE A
AMR CORPORATION
1997 - 1999 PERFORMANCE SHARE PLAN
FOR OFFICERS AND KEY EMPLOYEES
PURPOSE
The purpose of the 1997 - 1999 AMR Corporation Performance Share Plan (Plan) for
Officers and Key Employees is to provide greater incentive to officers and key
employees of AMR Corporation (AMR or the Corporation), to achieve the highest
level of individual performance, and to meet or exceed specified goals which
will contribute to the success of the Corporation.
DEFINITIONS
Unless otherwise indicated in the 1988 Plan as amended or the applicable award
agreement between the Corporation and the Employee relating to the performance
shares, the following definitions will control:
AMR is defined as AMR Corporation.
COMMITTEE is defined as the Compensation/Nominating Committee of the AMR Board
of Directors.
ADJUSTED EARNINGS/(LOSS) is defined as the sum of the Corporation's Consolidated
earnings/(loss) applicable to common shares, preferred dividends, and American
Airlines Inc. (American) aircraft rental expense - net of the Related Tax
Impact, less: Calculated Interest on Operating Leases - net of the Related Tax
Impact, and Calculated Amortization of Operating Leases - net of the Related Tax
Impact.
NET CASH FLOW is defined as the sum of Adjusted Earnings/(Loss), the
Corporation's depreciation and amortization expense, Calculated Interest on
Operating Leases - net of the Related Tax Impact, Calculated Amortization of
Operating Leases, and any accounting adjustments or extraordinary or unusual
items (net of the Related Tax Impact) or other non-cash items which may be added
or deducted at the discretion of the AMR Incentive Compensation Committee
(Committee) and approved by the AMR Board of Directors.
PLAN AVERAGE NET CASH FLOW is defined as the sum of the Net Cash Flow amounts
for all of the fiscal years in the measurement period divided by three.
-4-
<PAGE> 5
ADJUSTED GROSS ASSETS is defined as the Corporation's consolidated total assets
plus the Capitalized Value of Operating Leases plus Accumulated Depreciation on
Equipment and Property plus Accumulated Amortization on Equipment and Property
under Capital Leases, minus cash and short-term investments.
CAPITALIZED VALUE OF OPERATING LEASES is defined as the initial present value of
the lease payments required under American's aircraft operating leases over the
initial stated lease term, calculated using a discount rate of Prime plus one
percent.
PRIME is defined as the base rate on Corporate Loans posted by at least 75% of
the 30 largest U.S. banks which is published daily in the Wall Street Journal.
CALCULATED INTEREST ON OPERATING LEASES is defined as the interest expense
imputed in American's operating leases and is determined by applying the
interest rate used in determining the Capitalized Value of Operating Leases to
the average obligation balance of such leases (calculated as the remaining
obligation balance at the end of the fiscal year plus the remaining obligation
balance at the end of the prior fiscal year, divided by two).
CALCULATED AMORTIZATION OF OPERATING LEASES is defined as the amortization
expense associated with Capitalized Value of Operating Leases and is determined
by the straight line method of amortization over the lease term.
RELATED TAX IMPACT of an adjustment made in determining Adjusted Earnings/(Loss)
or Net Cash Flow is defined as the amount of that adjustment multiplied by the
Corporation's estimated marginal tax rate for the relevant year, as determined
by the Tax Department.
MEASUREMENT PERIOD is defined as the three year period beginning January 1, 1997
and ending December 31, 1999.
AVERAGE ADJUSTED GROSS ASSETS is Adjusted Gross Assets as of December 31 of a
given year during the measurement period, plus Adjusted Gross Assets as of
December 31 of the prior fiscal year, divided by two.
PLAN AVERAGE ADJUSTED GROSS ASSETS is the sum of Average Adjusted Gross Assets
for each of the years during the measurement period divided by three.
CASH FLOW RETURN ON GROSS ASSETS is defined as Plan Average Net Cash Flow
divided by Plan Average Adjusted Gross Assets.
COMPARISON AIRLINES shall consist of UAL Corp., Delta Airlines Inc., Southwest
Airlines Inc., and USAir Group.
Unless otherwise indicated, the sources for all of the financial data specified
above are the applicable Annual Reports on Form 10-K filed by the Corporation.
-5-
<PAGE> 6
ACCUMULATION OF SHARES
The number of shares under the Plan to be distributed to individual participants
is based on the applicable award agreement between the Corporation and the
Employee and is determined by (i) the Corporation's Cash Flow Return on Gross
Assets (CFROGA), and (ii) the Corporation's relative rank among the Comparison
Airlines with regard to Cash Flow Return on Gross Assets. The accumulation of
shares is specified below:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
GRANTED SHARES - PERCENT OF TARGET
AMR'S CFROGA
----------------------------------------------------------------------------------------------
AMR's > = 5.70% and > = 6.80% and > = 7.90% and
--- --- ---
Ranking < 5.70% < 6.80% < 7.90% < 8.60% > = 8.60%
------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
1st 75% 100% 125% 150% 175%
2nd 50% 75% 100% 125% 150%
3rd 25% 50% 75% 100% 125%
4th 0% 25% 50% 75% 100%
5th 0% 0% 0% 0% 0%
- -------------------------------------------------------------------------------------------------------------
</TABLE>
ADMINISTRATION
The Compensation Committee ("Committee") of the Corporation shall have authority
to administer and interpret the Plan, establish administrative rules, approve
eligible participants, and take any other action necessary for the proper
operation of the Plan. In computing the Cash Flow Return on Assets of the
Comparison Airlines, the Committee may include or exclude special or
non-recurring items. The amount, if any, of the fund shall be computed by the
General Auditor of American based on a certification of CFROGA by American's
independent auditors. A summary of awards under the Plan shall be provided to
the Board of Directors at the first regular meeting following determination of
the awards. The Committee may determine to pay a cash equivalent in lieu of the
stock award.
GENERAL
Nothing in the Plan shall be deemed to give any employee the right,
contractually or otherwise, to participate in the Plan or in any benefits
hereunder, other than the right to receive shares as may have been expressly
awarded by the Committee.
In consideration of the employee's privilege to participate in the Plan, the
employee agrees not to disclose any trade secrets of, or other
confidential/restricted information during his or her employment with the
Corporation or any of its Affiliates or after such employment is terminated.
The Board of Directors may amend, suspend, or terminate the Plan at any time.
-6-
<PAGE> 1
EXHIBIT 10.38
AMR CORPORATION
1998 - 2000 PERFORMANCE SHARE PLAN
FOR OFFICERS AND KEY EMPLOYEES
Purpose
The purpose of the 1998 - 2000 AMR Corporation Performance Share Plan ("Plan")
for Officers and Key Employees is to provide greater incentive to officers and
key employees of AMR Corporation ("AMR" or "the Corporation"), to achieve the
highest level of individual performance, and to meet or exceed specified goals
which will contribute to the success of the Corporation.
Definitions
This Plan has been approved by the Committee under the terms and conditions of
the 1988 Long Term Incentive Plan, as amended ("LTIP"). Capitalized terms not
otherwise defined in the Plan or the award agreement for performance shares
between the Corporation and the employee, will have the meanings set forth in
the LTIP.
For purposes of the Plan, the following definitions will control:
"AMR" is defined as AMR Corporation.
"Committee" is defined as the Compensation Committee of the AMR Board of
Directors.
"Adjusted Earnings/(Loss)" is defined as the sum of the Corporation's
Consolidated earnings/(loss) applicable to common shares, preferred dividends,
and American Airlines Inc. ("American") aircraft rental expense - net of the
Related Tax Impact, less: Calculated Interest on Operating Leases - net of the
Related Tax Impact, and Calculated Amortization of Operating Leases - net of the
Related Tax Impact.
"Net Cash Flow" is defined as the sum of Adjusted Earnings/(Loss), the
Corporation's depreciation and amortization expense, Calculated Interest on
Operating Leases - net of the Related Tax Impact, Calculated Amortization of
Operating Leases, and any accounting adjustments or extraordinary or unusual
items (net of the Related Tax Impact) or other non-cash items which may be added
or deducted at the discretion of the AMR Incentive Compensation Committee and
approved by the AMR Board of Directors.
"Plan Average Net Cash Flow" is defined as the sum of the Net Cash Flow amounts
for all of the fiscal years in the measurement period divided by three.
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<PAGE> 2
"Adjusted Gross Assets" is defined as the Corporation's consolidated total
assets plus the Capitalized Value of Operating Leases plus Accumulated
Depreciation on Equipment and Property plus Accumulated Amortization on
Equipment and Property under Capital Leases, minus cash and short-term
investments.
"Capitalized Value of Operating Leases" is defined as the initial present value
of the lease payments required under American's aircraft operating leases over
the initial stated lease term, calculated using a discount rate of Prime plus
one percent.
"Prime" is defined as the base rate on Corporate Loans posted by at least 75% of
the 30 largest U.S. banks which is published daily in the Wall Street Journal.
"Calculated Interest on Operating Leases" is defined as the interest expense
imputed in American's operating leases and is determined by applying the
interest rate used in determining the Capitalized Value of Operating Leases to
the average obligation balance of such leases (calculated as the remaining
obligation balance at the end of the fiscal year plus the remaining obligation
balance at the end of the prior fiscal year, divided by two).
"Calculated Amortization of Operating Leases" is defined as the amortization
expense associated with Capitalized Value of Operating Leases and is determined
by the straight line method of amortization over the lease term.
"Related Tax Impact" of an adjustment made in determining Adjusted
Earnings/(Loss) or Net Cash Flow is defined as the amount of that adjustment
multiplied by the Corporation's estimated marginal tax rate for the relevant
year, as determined by the Tax Department.
"Measurement Period" is defined as the three year period beginning January 1,
1998 and ending December 31, 2000.
"Average Adjusted Gross Assets" is Adjusted Gross Assets as of December 31 of a
given year during the measurement period, plus Adjusted Gross Assets as of
December 31 of the prior fiscal year, divided by two.
"Plan Average Adjusted Gross Assets" is the sum of Average Adjusted Gross Assets
for each of the years during the measurement period divided by three.
"Cash Flow Return on Gross Assets" is defined as Plan Average Net Cash Flow
divided by Plan Average Adjusted Gross Assets.
"Comparison Airlines" shall consist of Delta Air Lines Inc., Southwest Airlines
Inc., UAL Corp., and USAir Group.
Unless otherwise indicated, the sources for all of the financial data specified
above are the applicable Annual Reports on Form 10-K filed by the Corporation.
2
<PAGE> 3
Accumulation of Shares
The number of shares under the Plan to be distributed to individual participants
is based on the applicable award agreement between the Corporation and the
Employee and is determined by (i) the Corporation's Cash Flow Return on Gross
Assets ("CFROGA"), and (ii) the Corporation's relative rank among the Comparison
Airlines with regard to CFROGA. The accumulation of shares is specified below:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
GRANTED SHARES - PERCENT OF TARGET
AMR'S CFROGA
--------------------------------------------------------------------------------------------
AMR's > = 5.70% > = 6.80% > = 7.90%
Ranking < 5.70% and < 6.80% and < 7.90% and < 8.60% > = 8.60%
------- ------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
1st 75% 100% 125% 150% 175%
2nd 50% 75% 100% 125% 150%
3rd 25% 50% 75% 100% 125%
4th 0% 25% 50% 75% 100%
5th 0% 0% 25% 50% 75%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
Administration
The Committee shall have authority to administer and interpret the Plan,
establish administrative rules, approve eligible participants, and take any
other action necessary for the proper operation of the Plan. In computing CFROGA
of the Comparison Airlines, the Committee may include or exclude special or
non-recurring items. The amount, if any, of the fund shall be computed by the
General Auditor of American based on a certification of CFROGA by American's
independent auditors. A summary of awards under the Plan shall be provided to
the Board of Directors at the first regular meeting following determination of
the awards. The Committee may determine to pay a cash equivalent in lieu of the
stock award.
General
Neither this Plan nor any action taken hereunder shall be construed as giving
any employee or participant the right to be retained in the employ of American
or an Affiliate.
Nothing in the Plan shall be deemed to give any employee any right,
contractually or otherwise, to participate in the Plan or in any benefits
hereunder, other than the right to receive an award as may have been expressly
awarded by the Committee.
In the event of any act of God, war, natural disaster, aircraft grounding,
revocation of operating certificate, terrorism, strike, lockout, labor dispute,
work stoppage, fire, epidemic or quarantine restriction, act of government,
critical materials shortage, or
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<PAGE> 4
any other act beyond the control of the Company, whether similar or dissimilar,
(each a "Force Majeure Event"), which Force Majeure Event affects the Company or
its Subsidiaries or its Affiliates, the Board of Directors of the Company, at
its sole discretion, may (i) terminate or (ii) suspend, delay, defer (for such
period of time as the Board may deem necessary), or substitute any awards due
currently or in the future under the Plan, including, but not limited to, any
awards that have accrued to the benefit of participants but have not yet been
paid.
In consideration of the employee's privilege to participate in the Plan, the
employee agrees (i) not to disclose any trade secrets of, or other
confidential/restricted information of, American, to any unauthorized party and,
(ii) not to make any unauthorized use of such trade secrets or confidential or
restricted information during his or her employment with American or after such
employment is terminated, and (iii) not to solicit any current employees of
American or any subsidiaries of AMR Corporation to join the employee at his or
her new place of employment after his or her employment with American is
terminated.
The Board of Directors may amend, suspend, or terminate the Plan at any time.
4
<PAGE> 1
EXHIBIT 10.40
AMERICAN AIRLINES, INC.
1987 EXECUTIVE DEFERRAL PLAN
(AS AMENDED THROUGH 1997)
MASTER PLAN DOCUMENT
JANUARY 1, 1987
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Article Subject
================== ===================================================
<S> <C>
1 Definitions
2 Eligibility
3 Deferral Commitments
4 Effect on Other Benefits
5 Establishment of Account/Crediting of Interest
6 Benefit
7 Survivor Benefits
8 Termination of Employment
9 Beneficiary
10 Leave of Absence
11 Employer Liability
12 No Guarantee of Continuing Employment
13 Termination, Amendment or Modification of Plan
14 Restriction on Alienation of Benefits
15 Early Withdrawal
16 Administration of the Plan
17 Miscellaneous
18 Trust
</TABLE>
<PAGE> 3
1987 EXECUTIVE DEFERRAL PLAN
OF
AMERICAN AIRLINES, INC.
PURPOSE
The purpose of this Plan is to provide specified benefits to key
employees who contribute materially to the growth, development and business
success of AMERICAN AIRLINES, INC. and its affiliates and subsidiaries.
The Plan is intended to be a "top hat plan" within the meaning of
sections 201((2), 301(a)(3) and 401(a)(2) of the Employee Retirement Income
Security Act of 1974, as amended, and accordingly, all terms hereof shall be
construed in a manner consistent with such provisions.
ARTICLE 1
DEFINITIONS
For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:
1.1 ACCOUNT BALANCE shall consist of Deferrals and the earnings
credited thereon pursuant to Article 5, less any withdrawals.
1.2 AGREEMENT shall mean the form of written agreement entered into
by and between an Employer and a Participant with respect to the Plan. Each
Agreement executed by a Participant shall provide within the context of the
Master Plan Document for the Benefit to which such Participant is entitled under
the Plan.
1.3 ANNIVERSARY DATE shall be the last day of a Plan year.
1.4 BENEFIT shall mean the amount paid under the Plan.
1.5 BENEFICIARY shall mean the person of persons or the estate of
Participant named (pursuant to Article 10) to receive any benefits under this
Plan upon the death of a Participant.
1.6 COMMITTEE shall mean the committee appointed to manage and
administer the Plan in accordance with the provisions of this Master Plan
Document.
1.7 COMPANY shall mean AMERICAN AIRLINES, INC., its affiliates,
subsidiaries and the successors of each.
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<PAGE> 4
1.8 COVERED COMPENSATION shall mean that portion of a Participant's
Gross Salary, Performance Return(s), Performance Share(s), and Incentive(s)
eligible for Deferral.
1.9 DEFERRAL(S) shall mean the amount or amounts of Covered
Compensation that a Participant elects to defer pursuant to the Plan.
1.10 EFFECTIVE DATE shall be January 1, 1987.
1.11 EMPLOYER shall mean the Company and any affiliate or subsidiary
having one or more Executives.
1.12 EXECUTIVE shall mean any person in the regular full-time
employment of the Company or any of its affiliates or subsidiaries (as
determined by the then existing personnel policies and practices of the Company
or affiliate or subsidiary) who has been determined by the Committee to be
eligible for participation in the Plan.
1.13 GROSS SALARY will mean the yearly salary and commissions paid
to an Executive, excluding, Incentive(s), overtime, and non-monetary awards, for
employment services to the Employer.
1.14 INCENTIVE(S) shall mean payment pursuant to any incentive,
commission, profit sharing, or other bonus payment plan sponsored by the
Employer.
1.15 MASTER PLAN DOCUMENT is this document setting forth the
provisions of the Plan.
1.16 PARTICIPANT shall mean any Executive who elects to participate
in the Plan, signs an Agreement and is accepted into the Plan.
1.17 PERFORMANCE RETURN(S) shall be the proceeds that the
Participant could receive during a Plan Year as a Performance Return on Career
Equity pursuant to the Participant's career equity contract.
1.18 PERFORMANCE SHARE(S) shall be the cash equivalent proceeds that
the Participant could receive during a Plan Year pursuant to the Performance
Share Program.
1.19 PLAN shall mean this 1987 Executive Deferral Plan of American
Airlines, Inc., which shall be evidenced by this Master Plan Document and by
each Agreement.
1.20 PLAN YEAR shall begin on January 1 of each year.
1.21 RETIREMENT shall mean achievement of retiree status with the
Employer (as determined by the then existing personnel policies of the
Employer).
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<PAGE> 5
1.22 TERMINATION OF EMPLOYMENT or TERMINATION shall mean the ceasing
of employment, voluntarily or involuntarily, excluding Retirement or death.
ARTICLE 2
ELIGIBILITY
2.1 The Committee shall have the sole discretion to determine those
individuals who are eligible to become Participants in the Plan.
2.2 To become a Participant, the Executive shall complete, execute,
and return to the Committee an Agreement and comply with any further conditions
as many be established by the Committee.
ARTICLE 3
DEFERRAL COMMITMENTS
3.1 Elections to defer Covered Compensation must be made and
received by the Committee by December 31 of the Plan Year prior to the Plan Year
in which the Deferral will actually be made.
3.2 The minimum annual Deferral shall be: either one hundred percent
(100%) of, or a minimum of five thousand dollars ($5,000) from, Gross Salary;
either one hundred percent (100%) of, or a minimum of five thousand dollars
($5,000) from, Incentives; either one hundred percent (100%) of, or a minimum of
five thousand dollars ($5,000) from, Performance Returns; or either one hundred
percent (100%) of, or a minimum of five thousand dollars ($5,000) from,
Performance Shares.
3.3 The maximum annual Deferral shall be 100% of Covered
Compensation per Plan Year, excluding FICA and other deductions required by law.
3.4 Deferrals from the Participant's Gross Salary shall be deducted
in equal amounts for each pay period during the Plan Year.
3.5 Deferrals from the Participant's Incentives, Performance
Returns, or Performance Shares shall be deducted at the time of the Incentive
payment, Performance Return, or Performance Share payment.
3.6 A Participant shall be fully vested in his or her Account
Balance at all times.
3
<PAGE> 6
ARTICLE 4
EFFECT ON OTHER BENEFITS
4.1 Deferrals shall not reduce benefits from any other employee
benefit plan of the Employer that is based on a Participant's Gross Salary,
except that Deferrals shall not constitute compensation for purposes of
calculating pension benefits or allowable deductions under the Employer's
section 401(k) plan (the $uper $aver Plan) unless and until distributed. This
includes, but is not limited to, life insurance and disability benefits.
ARTICLE 5
ESTABLISHING OF ACCOUNT AND CREDITING OF EARNINGS
5.1 The Employer shall establish on its books an account for each
Participant in the Plan.
5.2 Each such account shall constitute only a bookkeeping entry by
the Employer for purposes of facilitating the computation of Benefits.
5.3 Account Balances shall be adjusted monthly as though they were
invested pursuant to the Participant's direction under rules established by the
Committee among the investment funds chosen by the Committee. The earnings rate
for a partial month shall be prorated.
ARTICLE 6
BENEFIT
6.1 The Employer will pay the Benefit from the Participant's Account
Balance at the time and in the manner specified by the Participant in the
Agreement.
6.2 If the Participant has failed to specify the manner in which the
Benefit shall be distributed, payment of the Benefit shall be in a lump sum as
soon as is administratively feasible following Termination of Employment or
Retirement.
6.3 The unpaid Account Balance will be adjusted monthly pursuant to
Section 5.3.
6.4 The Employer shall withhold from payments made under this Plan
any taxes required to be withheld from a Participant's wages for Federal, state,
or local government.
4
<PAGE> 7
ARTICLE 7
SURVIVOR BENEFITS
7.1 If the Participant dies prior to (i) the commencement of
benefits (as contemplated under Article 6) or (ii) the payment in full of the
amount in the Participant's Account Balance, the Account Balance as of the
Participant's death shall be paid to the Beneficiary.
7.2 The Participant may request the mode of payment of the foregoing
benefit in the Agreement, which the Committee, in its sole discretion, may
authorize.
7.3 Benefits will be paid in the same manner as in Section 6.2, 6.3,
and 6.4.
ARTICLE 8
TERMINATION OF EMPLOYMENT
8.1 Upon a Termination of Employment, the Participant will be
entitled to a Benefit at the time and in the manner specified by the Participant
in the election form. Account Balances will continue to be adjusted pursuant to
Section 5.3.
ARTICLE 9
BENEFICIARY
9.1 All payments made by the Employer under the Plan shall be made
to the Participant during the Participant's lifetime.
9.2 A Participant shall designate a Beneficiary to receive benefits
under the Plan by completing the appropriate form as designated by the
Committee.
9.3 A Participant shall have the right at any time to change the
Beneficiary by submitting to the Committee a Change of Beneficiary Notice in the
form prescribed by the Committee.
9.4 Each Change of Beneficiary Notice shall be in writing and shall
be effective when received by the Employer. The Employer shall acknowledge in
writing receipt of each Change of Beneficiary Notice.
9.5 Each Change of Beneficiary Notice shall automatically revoke and
supersede any prior Beneficiary designation, if any.
9.6 Any payment made by the Employer in accordance with this Plan
shall fully discharge the Employer from all further obligations with respect to
the amount of such payment.
5
<PAGE> 8
9.7 If no Beneficiary designation is in effect at the time of the
Participant's death or if the named Beneficiary has predeceased the Participant,
then the Beneficiary (ies) shall be: (1) the surviving spouse, (2) if there is
no surviving spouse, then the Participant's issue per stirpes, or (3) if no such
issue survive the Participant, then the Participant's estate.
ARTICLE 10
LEAVE OF ABSENCE
10.1 If a Participant is authorized by the Company for any reason to
take a PAID Leave of Absence, the Deferral commitments shall remain in full
force and effect.
10.2 If a Participant takes an UNPAID Leave of Absence from the
employment of the Company, the Deferral commitments shall be suspended until the
Leave of Absence ends and the Participant's paid status resumes.
ARTICLE 11
EMPLOYER LIABILITY
11.1 Benefits to a Participant shall be paid exclusively from the
general assets of the Employer.
11.2 The right of the Participant to Benefits shall be no greater
than that of an unsecured general creditor, except as otherwise provided by law.
11.3 The Employer shall have no obligation to a Participant under
the Plan, except as provided in the Master Plan Document.
11.4 The Participant must cooperate with the Employer in furnishing
all information requested by the Employer in order to facilitate the payment of
Benefits.
ARTICLE 12
NO GUARANTEE OF CONTINUING EMPLOYMENT
12.1 Nothing herein shall constitute a contract of continuing
employment between the Employer and the Participant.
ARTICLE 13
TERMINATION, AMENDMENT OR MODIFICATION OF PLAN
13.1 The Employer reserves the right to terminate this Plan. In the
event of Employer-instigated Plan termination, the Participants will receive
their Account Balances as of the date of termination. The mode of payment shall
be determined by the Committee.
6
<PAGE> 9
13.2 Termination of this Plan shall not terminate the rights of a
Participant or a Beneficiary to continue to receive any Benefits under this Plan
to which they have become entitled prior to its termination.
ARTICLE 14
RESTRICTION ON ALIENATION OF BENEFITS
14.1 No right or benefit under the Plan shall be subject to
alienation, sale, transfer, pledge, assignment or encumbrance by a Participant,
a Beneficiary or other person except as may be required by law.
ARTICLE 15
EARLY WITHDRAWAL
15.1 No withdrawal for hardship is contemplated by this Plan.
However, the Committee, in its sole discretion, may consider and grant a request
for hardship withdrawal upon terms which the Committee may deem fair and
equitable. A hardship for these purposes shall mean a severe financial hardship
to the Participant resulting from extraordinary circumstances beyond the control
of the Participant.
15.2 A Participant may, upon 30 days' prior written notice to the
Committee, elect to receive all or a portion of his or her Account Balance, in
which case the Committee shall promptly after the 30-day period pay to the
Participant 90% of the portion of the Account Balance that the Participant has
elected to receive. The remaining 10% of the elected portion of the Account
Balance shall be canceled and the Company shall have no further obligation with
respect thereto. If the Participant elects an immediate pay-out pursuant to this
Section 15.2, the Participant may not make further Deferrals in this Plan for a
period of two-years thereafter. The Participant is not eligible to make further
Deferrals in this Plan again if the Participant elects a withdrawal pursuant to
this Section 15.2 more than once. Notwithstanding anything else in this Plan to
the contrary, in the event of any act of God, war, natural disaster, aircraft
grounding, revocation of operating certificate, terrorism, strike, lockout,
labor dispute, work stoppage, fire, other act, whether similar or dissimilar,
beyond the control of the Company (each a "Force Majeure Event"), which Force
Majeure Event affects the Company or its subsidiaries or its affiliates, the
Board of Directors of the Company, at its sole discretion, may (i) terminate
this Section 15.2 or (ii) suspend, delay, defer or substitute (for such period
of time as the Board may deem necessary) any payments due by operation of this
Section 15.2.
ARTICLE 16
ADMINISTRATION OF THE PLAN
16.1 The general administration of this Plan, as well as
construction and interpretation thereof, shall be vested in the Committee. The
number of Committee members shall be established by, and the members shall be
appointed from time to time
7
<PAGE> 10
by, and shall serve at the pleasure of, the Board of Directors of the Employer;
provided, however, that no member of the Committee shall be allowed to
participate in decisions regarding his own eligibility or benefits under the
Plan.
16.2 Subject to the Plan, the Committee shall from time to time
establish rules, forms and procedures for the administration of the Plan. Except
as otherwise expressly provided, the Committee shall have the exclusive right to
interpret the Plan and to decide any and all matters arising thereunder. The
Committee's decisions shall be conclusive and binding upon all persons having or
claiming to have any right or interest under the Plan.
16.3 The Committee may employ such consultants, advisors and
managers as it deems necessary or useful in carrying out its duties.
16.4 No member of the Committee shall be liable for any act or
omission on such Committee member's own part, excepting willful misconduct. The
Employer shall indemnify and save harmless each member of the Committee against
any and all expenses and liabilities arising out of membership on the Committee,
with the exception of expenses and liabilities arising out of willful
misconduct.
16.5 To enable the Committee to perform its functions, the Employer
shall supply full and timely information to the Committee on all matters
relating to the compensation of all Participants, their retirement, death or
other cause for termination of employment and such other pertinent facts as the
Committee may require.
16.6 The Committee shall have the power, in its sole discretion, to
change the manner and time of payments to be made to a Participant or
Beneficiary from that set forth in the Participant's Agreement.
16.7 The Company reserves the right to amend this Plan as it deems
appropriate for future deferral years.
16.8 Dispute Resolution Procedure:
(a) Notice of Denial of Claim. When a Participant's claim for
benefits under this Plan has been denied, the Committee shall provide notice to
the Participant in writing of the denial within 90 days after the submission of
the claim. The notice shall be written in a manner calculated to be understood
by the applicant and shall include:
(i) the specific reason or reasons for denial;
(ii) specific references to the pertinent Plan provisions
on which the denial is based;
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<PAGE> 11
(iii) a description of any additional material or
information necessary for the applicant to perfect the claim and an
explanation of why such material or information is necessary; and
(iv) an explanation of the Plan's claim review procedures.
If special circumstances require an extension of time for processing the initial
claim, a written notice of the extension and the reason therefore shall be
furnished to the claimant before the end of the initial 90-day period. In no
event shall this extension exceed 90 days.
(b) Appeal of Denied Claim. In the event a claim for benefits
under the Plan is denied or if the applicant has had no response to such claim
within 90 days of its submission (in which case the claim for benefits shall be
deemed to have been denied), the applicant or his duly authorized
representative, at the applicant's sole expense, may appeal the denial to his
Employer within 60 days of the receipt of written notice of the denial or 60
days from the date such claim is deemed to be denied. In pursuing such appeal
the applicant or his duly authorized representative:
(i) may request in writing that his Employer review the
denial;
(ii) may review pertinent documents; and
(iii) may submit issues and comments in writing.
The decision on review shall be made within 60 days of receipt of the request
for review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible, but
not later than 120 days after receipt of the request for review. If such an
extension of time is required, written notice of the extension shall be
furnished to the claimant before the end of the original 60-day period. The
decision on review shall be made in writing, shall be written in a manner
calculated to be understood by the claimant, and shall include specific
references to the provisions of this Plan on which the denial is based. If the
decision on review is not furnished within the time specified above, the claim
shall be denied on review
ARTICLE 17
MISCELLANEOUS
17.1 Any notice given under the Plan shall be in writing and shall
be mailed or delivered to: American Airlines, Inc., Executive Compensation and
Benefits, Mail Drop 5131 HDQ, P . O. Box 619616, DFW Airport, TX 75261-9616.
17.2 The Plan shall be binding upon the Employer and its respective
successors or assigns and upon a Participant, Participant's Beneficiary,
assigns, heirs, executors and administrators.
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<PAGE> 12
17.3 The Plan and Plan Agreement shall be governed by and construed
under the Laws of the State of Texas.
17.4 Headings in the Master Plan Document are inserted for
convenience of reference only. In the event of any conflict between such
headings and the text, the text shall govern.
17.5 Masculine pronouns, however used, shall include feminine
pronouns and when the context dictates, the singular shall include the plural.
ARTICLE 18
TRUST
18.1 To assist in the payment of Benefits following a Change in
Control or Potential Change in Control (each as defined in the 1988 Long-Term
Incentive Plan (or its successors) of AMR Corporation ("AMR") with respect to
AMR, the Board of Directors of AMR or its General Counsel or its Corporate
Secretary may establish a trust.
18.2 The trust which may be established pursuant to Section 18.1
will be: i) with a nationally recognized banking institution with experience in
serving as a trustee for such matters, ii) pursuant to such documentation as
recommended by outside counsel to AMR, and iii) funded so as to enable the trust
to pay the Benefits contemplated under the Plan as may be determined by AMR's
independent compensation consultant. In addition, AMR's Board of Directors, its
General Counsel or its Corporate Secretary, may take those additional actions
deemed reasonably necessary to accomplish the stated purpose of Section 18.1.
IN WITNESS WHEREOF the Employer has signed this Plan this ___ day of __________,
1997.
AMERICAN AIRLINES, INC.
By:
--------------------------------
C.D. MarLett
Title: Corporate Secretary
10
<PAGE> 1
EXHIBIT 10.43
AMERICAN AIRLINES, INC.
1998 EMPLOYEE PROFIT SHARING PLAN
Purpose
The purpose of the 1998 American Airlines Employee Profit Sharing Plan ("Plan")
is to provide participating employees with a sense of commitment to, and direct
financial interest in, the success of American Airlines, Inc. ("American").
Definitions
Capitalized terms not otherwise defined in the Plan will have the meanings set
forth in the 1988 Long Term Incentive Plan, as amended.
"AMR" is defined as AMR Corporation.
"American" is defined as AMR Corporation less AMR subsidiaries other than
American Airlines, Inc.
"Committee" is defined as the AMR Incentive Compensation Committee.
"Fund" is defined as the profit sharing fund, if any, accumulated in accordance
with this plan.
"Qualified Earnings" is defined as base pay, overtime, holiday pay, skill
premiums, longevity pay, sick pay, vacation pay, shift differential, market rate
differential, overrides and license premiums and does not include such things as
travel and incidental expenses, moving expenses, relocation allowance (COLA),
payouts from any retirement plan, disability payments, Workers Compensation
payments, imputed income from D-3 service charges or Company provided life
insurance, nor does it include any special monetary awards or allowances such as
IdeAAs in Action payments, lump sum payments, or incentive compensation or
profit sharing payments.
"Plan Earnings" is defined as the sum of American's pre-tax income, interest
expense, aircraft rental expense, AMR Minority Interest Expense, and any
accruals for American's Pilot Variable Compensation Plan, TWU Profit Sharing
Plan, Employee Profit Sharing Plan, and Incentive Compensation Plan, less
Calculated Amortization of Operating Leases and any accounting adjustments or
extraordinary or unusual items which may be added or deducted at the discretion
of the Committee and approved by the Board of Directors.
1
<PAGE> 2
"Adjusted Investment" is defined as the sum of American's notes payable, current
maturities of long term debt and capital leases, long term debt, capital leases,
present value of operating leases, and stockholders' equity, and any
extraordinary or unusual items which may be added or deducted at the discretion
of the Committee and the Board of Directors.
"Present Value of Operating Leases" is defined as the present value of the lease
payments required under American's aircraft operating leases over the remaining
lease term, calculated using a discount rate of Prime plus one percent. Amounts
for 3/31/98, 6/30/98, and 9/30/98 are computed by determining the difference
between the Present Value of Operating Leases as of 12/31/98 and 12/31/97 and
allocating that difference evenly over the four quarters of 1998.
"AMR Minority Interest Expense" is defined as outside stockholder's ownership in
AMR subsidiaries other than American Airlines, Inc.
"Capitalized Value of Operating Leases" is defined as the initial present value
of the lease payments required under American's aircraft operating leases over
the initial stated lease term, calculated using a discount rate of Prime plus
one percent.
"Calculated Amortization of Operating Leases" is defined as the amortization
expense associated with the Capitalized Value of Operating Leases and is
determined by the straight line method over the lease term.
"Prime" is defined as the base rate on Corporate Loans posted by at least 75% of
the 30 largest U.S. banks which is published daily in the Wall Street Journal.
"Average Adjusted Investment" is defined as the sum of Adjusted Investment as of
12/31/97, 3/31/98, 6/30/98, and 9/30/98, divided by four.
"Return on Investment" or "ROI" is defined as Plan Earnings divided by Average
Adjusted Investment, stated as a percentage.
"Affiliate" is defined as a subsidiary of AMR or any entity that is designated
by the Board as a participating employer under the Plan, provided that AMR
directly or indirectly owns at least 20% of the combined voting power of all
classes of stock of such entity.
Eligibility for Participation
In order to be eligible for a profit sharing award, the individual must:
o Have worked during the plan year as a regular full-time or part-time
employee at American in a participating workgroup (flight attendant,
AAdvantage customer service representative, reservations,
coordinator/planner, airport agent, support staff, management levels 04 and
below).
2
<PAGE> 3
o Must have completed six consecutive months of service as a regular
employee at American or an Affiliate during his/her tenure. If the six
months service requirement is fulfilled during the plan year, eligible
earnings from the time worked at American during those six months will be
included in the award calculation.
o Must be actively employed at American or an Affiliate at the time awards
are paid. If at the time awards are paid under the Plan, an individual has
retired from American or an Affiliate, has been laid off, is disabled or
has died, the award which the individual otherwise would have received
under the Plan but for such retirement, lay-off, disability or death may be
paid to the individual or his/her estate in the event of death, at the
discretion of the Committee.
Notwithstanding the foregoing, however, an employee will not be eligible to
participate in the Plan if such employee is, at the same time, eligible to
participate in:
i) the 1998 American Airlines Incentive Compensation Plan for Officers
and Key Employees,
ii) the Pilot Profit Sharing (as implemented in 1997),
iii) the TWU Profit Sharing Plan for members of the Transport Workers Union
(as implemented in 1995 and revised in 1996),
iv) any incentive compensation, profit sharing, commission or other bonus
plan for employees of any division of American, or
v) any incentive compensation, profit sharing, commission or other bonus
plan sponsored by an Affiliate.
Profit Sharing awards will be determined on a proportionate basis for
participation in more than one plan. Employees who transfer from/to Affiliates
or any other plan described above, and satisfy aforementioned eligibility
requirements, will receive awards from each plan on a proportionate basis.
The Profit Sharing Fund Accumulation
Performance will be measured by ROI and the Fund will accumulate based on that
performance. The Fund is established at 1% of Qualified Earnings when ROI is
equal to 6.4%. The fund will accumulate on a straight-line basis at the rate of
0.583% of qualified earnings for each additional point of ROI.
The profit sharing fund will not exceed an amount equal to 8% of Qualified
Earnings at levels of ROI above 18.4%.
3
<PAGE> 4
Award Distribution
For domestic employees, individual awards will be distributed based on an
employee's Qualified Earnings for the Plan year multiplied by the appropriate
percentage of Qualified Earnings based upon the ROI achieved for the Plan year.
The percent of Qualified Earnings used for fund accumulation and award
distribution will be the same.
A portion of the Fund will be allocated for international employees based on
eligible international employees' Qualified Earnings as a percentage of eligible
employees' total Qualified Earnings. This portion of the Fund will be set aside
for distribution at the discretion of the appropriate Officer, subject only to
the Committee's approval.
Administration
The Plan will be administered by a Committee comprised of officers of American
appointed by the Chairman of AMR. The Committee will have authority to
administer and interpret the Plan, establish administrative rules, determine
eligibility and take any other action necessary for the proper and efficient
operation of the Plan. The amount, if any, of the Fund shall be computed by the
General Auditor of American based on a certification of ROI by American's
independent auditors. A summary of awards under the Plan shall be provided to
the Board of Directors at the first regular meeting following determination of
the awards.
Method of Payment
The Committee shall determine the method of payment of awards. Awards shall be
paid as soon as practicable after audited financial statements for the year 1998
are available. Individuals, except retirees, may elect to defer their awards
into the 401(k) plan established by American.
General
Neither this Plan nor any action taken thereunder shall be construed as giving
to any employee or participant the right to be retained in the employ of
American or any Affiliate.
Nothing in the Plan shall be deemed to give any employee any right,
contractually or otherwise, to participate in the Plan or in any benefits
thereunder, other than the right to receive payment of such award as may have
been expressly determined by the Committee.
4
<PAGE> 5
In the event of any act of God, war, natural disaster, aircraft grounding,
revocation of operating certificate, terrorism, strike, lockout, labor dispute,
work stoppage, fire, epidemic or quarantine restriction, act of government,
critical materials shortage, or any other act beyond the control of the Company,
whether similar or dissimilar, (each a "Force Majeure Event"), which Force
Majeure Event affects the Company or its Subsidiaries or its Affiliates, the
Board of Directors of the Company, at its sole discretion, may (i) terminate or
(ii) suspend, delay, defer (for such period of time as the Board may deem
necessary), or substitute any payments due currently or in the future under the
Plan, including, but not limited to, any payments that have accrued to the
benefit of participants but have not yet been paid.
In consideration of the employee's privilege to participate in the Plan, the
employee agrees (i) not to disclose any trade secrets of, or other
confidential/restricted information of, American, to any unauthorized party and,
(ii) not to make any unauthorized use of such trade secrets or confidential or
restricted information during his or her employment with American or after such
employment is terminated, and (iii) not to solicit any current employees of
American or any subsidiaries of AMR Corporation to join the employee at his or
her new place of employment after his or her employment with American is
terminated.
The Committee may amend, suspend, or terminate the Plan at any time.
5
<PAGE> 1
EXHIBIT 10.46
AMERICAN AIRLINES, INC.
1998 INCENTIVE COMPENSATION PLAN
FOR OFFICERS AND KEY EMPLOYEES
Purpose
The purpose of the 1998 American Airlines Incentive Compensation Plan ("Plan")
for Officers and Key Employees is to provide greater incentive to officers and
key employees of American Airlines, Inc. ("American"), to achieve the highest
level of individual performance, and to meet or exceed specified goals which
will contribute to the success of American.
Definitions
This Plan has been approved by the Committee under the terms and conditions of
the 1988 Long Term Incentive Plan, as amended ("LTIP"). Capitalized terms not
otherwise defined in the Plan will have the meanings set forth in the LTIP.
For purposes of the Plan, the following definitions will control:
"AMR" is defined as AMR Corporation.
"American" is defined as AMR Corporation less AMR subsidiaries other than
American Airlines, Inc.
"Committee" is defined as the Compensation Committee of the AMR Board of
Directors.
"Fund" is defined as the incentive compensation fund, if any, accumulated in
accordance with this Plan.
"Qualified Earnings" is defined as base pay, overtime, holiday pay, skill
premiums, longevity pay, sick pay, vacation pay, shift differential, market rate
differential, overrides and license premiums and does not include such things as
travel and incidental expenses, moving expenses, relocation allowance (COLA),
payouts from any retirement plan, disability payments, Workers Compensation
payments, imputed income from D-3 service charges or Company provided life
insurance, nor does it include any special monetary awards or allowances such as
IdeAAs in Action payments, lump sum payments, or incentive compensation or
profit sharing payments.
1
<PAGE> 2
"Target Award" is defined as the award (stated as a percentage of Qualified
Earnings) for an eligible participant when Target CFROGA is achieved; subject,
however, to adjustment by the Committee or senior management, as the case may
be, based upon the participant's individual performance.
"Adjusted Earnings/(Loss)" is defined as the sum of American's net
earnings/(loss), aircraft rental expense net of the Related Tax Impact, Net
Interest Expense - net of the Related Tax Impact, and AMR Minority Interest
Expense - net of Related Tax Impact, less: Calculated Amortization on Operating
Leases - net of the Related Tax Impact .
"Net Interest Expense" is defined as interest expense less interest income.
"Calculated Amortization on Operating Leases" is defined as the amortization
expense associated with Capitalized Value of Operating Leases and is determined
by the straight line method of amortization over the lease term.
"Net Cash Flow" is defined as the sum of Adjusted Earnings/(Loss), depreciation
and amortization expense, Calculated Amortization on Operating Leases, and any
accounting adjustments or extraordinary or unusual items (net of the Related Tax
Impact) or other non-cash items which may be added or deducted at the discretion
of the AMR Incentive Compensation Committee and approved by the AMR Board of
Directors.
"Adjusted Gross Assets" is defined as the sum of American's total assets, the
Capitalized Value of Operating Leases, Accumulated Depreciation on Equipment and
Property, and Accumulated Amortization on Equipment and Property under Capital
Leases, less cash and short-term investments, less accident receivables, and
other assets which may be added or deducted at the discretion of the AMR
Incentive Compensation Committee and approved by the AMR Board of Directors.
"Accident Receivables" is defined as amounts recorded as receivables from
insurance carriers related to significant accident losses, and for which an
offsetting liability has been recorded.
"Capitalized Value of Operating Leases" is defined as the initial present value
of the lease payments required under American's aircraft operating leases over
the initial stated lease term, calculated using a discount rate of Prime plus
one percent.
"AMR Minority Interest Expense" is defined as outside stockholder's ownership in
AMR subsidiaries other than American Airlines, Inc.
"Prime" is defined as the base rate on Corporate Loans posted by at least 75% of
the 30 largest U.S. banks which is published daily in the Wall Street Journal.
2
<PAGE> 3
"Related Tax Impact" of an adjustment made in determining Adjusted Net
Earnings/(Loss) or Net Cash Flow is defined as the amount of that adjustment
multiplied by American's estimated marginal tax rate for the relevant year, as
determined by American's Tax Department.
"Average Adjusted Gross Assets" is defined as the sum of Adjusted Gross Assets
as of 12/31/97, 3/31/98, 6/30/98, and 9/30/98, divided by four.
"Cash Flow Return on Gross Assets" or "CFROGA" is defined as Net Cash Flow
divided by Average Adjusted Gross Assets, stated as a percentage.
"Comparison Airlines" shall consist of UAL Corp., Delta Air Lines, Inc.,
Southwest Airlines, Inc., and USAir Group.
"Affiliate" is defined as a subsidiary of AMR or any entity that is designated
by the Board as a participating employer under the Plan, provided that AMR
directly or indirectly owns at least 20% of the combined voting power of all
classes of stock of such entity.
"Threshold CFROGA" is defined as 6.7%.
Eligibility for Participation
In order to be eligible to participate in the Plan, an individual must be an
officer or key employee (as designated by American's Chairman and CEO) of
American. Additionally, the individual must have been employed by American or an
Affiliate as an officer or key employee for at least three consecutive months
during the Plan year. The three months service requirement may be waived in
cases of mandatory retirement prior to completing three months of service.
During a Plan year, individuals with less than twelve months eligibility in the
Plan may be eligible to participate in the Plan on a pro rata basis, at the
discretion of the Committee. In addition, the Committee, in its discretion, may
permit participation by officers and key employees of Affiliates who have been
so employed by the Affiliate for at least three consecutive months during the
Plan year.
Notwithstanding the forgoing, however, an officer or key employee will not be
eligible to participate in the Plan if such officer or key employee is, at the
same time, eligible to participate in a commission, incentive, profit sharing or
other bonus compensation program sponsored by American or an Affiliate, unless
the Committee otherwise decides.
3
<PAGE> 4
In order to receive an award under the Plan, an individual must satisfy the
aforementioned eligibility requirements and must be an employee of American or
an Affiliate at the time an award under the Plan is paid. If at the time awards
are paid under the Plan, an individual has retired from American or an
Affiliate, is disabled, or has died, the award which the individual otherwise
would have received under the Plan but for such retirement, disability, or death
may be paid to the individual, or his/her estate in the event of death, at the
discretion of the Committee.
The Incentive Compensation Fund
a) As CFROGA exceeds the Threshold CFROGA, the Fund will begin to
accumulate.
b) Target CFROGA will vary from 7.4% - 7.8% depending upon CFROGA
rank among the Comparison Airlines. At target CFROGA, the Fund
will accumulate to a size that will allow Target Awards for all
eligible participants.
c) Maximum Payout CFROGA will vary from 9.0% to 10.2% depending on
CFROGA rank among the comparison airlines. At Maximum Payout
CFROGA, the Fund will accumulate to a size that will allow 210% of
Target Awards for all eligible participants.
d) Once Threshold CFROGA has been attained, the Fund will accumulate
on a linear basis such that at Target CFROGA, the Fund size equals
100% of Target Awards. Following the attainment of Target CFROGA,
the Fund will accumulate on a linear basis such that maximum
awards are funded at Maximum Payout CFROGA.
<TABLE>
<CAPTION>
American's --CFROGA--
Competitive ---------- Comparison
Rank Threshold Target Max Payout Airlines
------------ --------- ------ ---------- ----------
<S> <C> <C> <C> <C>
1 6.7% 7.4% 9.0% Delta
2 6.7% 7.5% 9.3% UAL
3 6.7% 7.6% 9.6% USAir
4 6.7% 7.7% 9.9% Southwest
5 6.7% 7.8% 10.2%
</TABLE>
4
<PAGE> 5
Allocation of Individual Awards
Individual awards for officers of American under the Plan will be determined by
the Committee based upon each participant's performance. Individual awards for
key employees of American will be determined by the senior management of
American based upon each participant's performance. Unless the Committee or
senior management, as the case may be, decides otherwise, an award made under
the Plan, in combination with any other award made under an incentive,
commission, profit sharing or other bonus compensation program sponsored by
American or an Affiliate may not, in the aggregate, exceed 100% of the
participant's base salary. At the discretion of the Committee, the Fund may not
be fully distributed. In addition, the aggregate of all awards paid hereunder
will not exceed the lesser of 2.1 times the target fund or 50% of total base
salaries of all participants.
Administration
The Committee shall have authority to administer and interpret the Plan,
establish administrative rules, approve eligible participants, and take any
other action necessary for the proper operation of the Plan. In computing the
Cash Flow Return on Gross Assets of the Comparison Airlines, the Committee may
include or exclude special or non-recurring items. Notwithstanding anything to
the contrary contained herein, no awards will be made under the Plan unless
awards are also made under the 1998 American Airlines Employee Profit Sharing
Plan, the 1998 Pilot Variable Compensation Plan for members of the Allied Pilots
Association, and the 1998 TWU Profit Sharing Plan for members of the Transport
Workers Union. The amount, if any, of the Fund shall be computed by the General
Auditor of American based on a certification of CFROGA by American's independent
auditors. A summary of awards under the Plan shall be provided to the Board of
Directors at the first regular meeting following determination of the awards.
Method of Payment
The Committee will determine the method of payment of awards. Awards shall be
paid as soon as practicable after audited financial statements for the year 1998
are available. Individuals, except retirees, may elect to defer their awards
into a 401(k) plan established by American or AMR or into a deferred
compensation program, if any, administered by American or AMR.
5
<PAGE> 6
General
Neither this Plan nor any action taken hereunder shall be construed as giving
any employee or participant the right to be retained in the employ of American
or an Affiliate.
Nothing in the Plan shall be deemed to give any employee any right,
contractually or otherwise, to participate in the Plan or in any benefits
hereunder, other than the right to receive payment of such incentive
compensation as may have been expressly awarded by the Committee.
In the event of any act of God, war, natural disaster, aircraft grounding,
revocation of operating certificate, terrorism, strike, lockout, labor dispute,
work stoppage, fire, epidemic or quarantine restriction, act of government,
critical materials shortage, or any other act beyond the control of the Company,
whether similar or dissimilar, (each a "Force Majeure Event"), which Force
Majeure Event affects the Company or its Subsidiaries or its Affiliates, the
Board of Directors of the Company, at its sole discretion, may (i) terminate or
(ii) suspend, delay, defer (for such period of time as the Board may deem
necessary), or substitute any payments due currently or in the future under the
Plan, including, but not limited to, any payments that have accrued to the
benefit of participants but have not yet been paid.
In consideration of the employee's privilege to participate in the Plan, the
employee agrees (i) not to disclose any trade secrets of, or other
confidential/restricted information of, American, to any unauthorized party and,
(ii) not to make any unauthorized use of such trade secrets or confidential or
restricted information during his or her employment with American or after such
employment is terminated, and (iii) not to solicit any current employees of
American or any subsidiaries of AMR Corporation to join the employee at his or
her new place of employment after his or her employment with American is
terminated.
The Board of Directors may amend, suspend, or terminate the Plan at any time.
6
<PAGE> 1
EXHIBIT 10.48
AIRCRAFT GENERAL TERMS AGREEMENT
AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
AGTA-AAL
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
ARTICLES NUMBER
-------- ------
<S> <C> <C>
1. Subject Matter of Sale 1
2. Price, Taxes and Payment 2
3. Regulatory Requirements and Certificates 3
4. Detail Specification; Changes 5
5. Representatives, Inspection, Flight Tests, Test Data
and Performance Guarantee Compliance 5
6. Delivery 8
7. Excusable Delay 8
8. Risk Allocation/Insurance 10
9. Assignment, Resale or Lease 11
10. Termination for Certain Events 14
11. Notices 14
12. Miscellaneous 15
EXHIBITS
A Buyer Furnished Equipment Provisions Document
B Customer Support Document
C Product Assurance Document
D Escalation Adjustment to Airframe Price and Optional Features Price
APPENDICES
I Sample Insurance Certificate
II Sample Purchase Agreement Assignment
III Sample Manufacturer's Consent and Agreement to Assignment of
Warranties
IV Sample Post-Delivery Sale Notice
V Sample Contractor Confidentiality Agreement
VI Sample Bill of Sale
</TABLE>
i
AGTA-AAL
<PAGE> 3
AIRCRAFT GENERAL TERMS AGREEMENT
Relating to
BOEING AIRCRAFT
This Aircraft General Terms Agreement Number (hereinafter,
together with its exhibits, appendices and letter agreements referred to as the
AGTA) dated as of October ____, 1997, between The Boeing Company (hereinafter,
together with its successors and permitted assigns referred to as Boeing) and
American Airlines, Inc. (hereinafter, together with its successors and permitted
assigns referred to as Customer) will apply to all Boeing Aircraft and related
goods and services contracted for purchase between Boeing and Customer pursuant
to any purchase agreement which expressly incorporates the terms and conditions
of the AGTA. Capitalized terms used herein but not otherwise defined in this
AGTA shall have the meanings assigned thereto in Exhibit C to the applicable
purchase agreement referenced in the preceding sentence.
Article 1. Subject Matter of Sale.
1.1 Aircraft and Related Goods and Services. Boeing will
manufacture and sell to Customer and Customer will purchase from Boeing, under
the applicable Purchase Agreement, Aircraft and other things. The "other things"
referred to in the preceding sentence shall mean data, documents, software,
training, tools, parts, systems, accessories, equipment, services, and things
which are not installed in and therefore are not part of the Aircraft.
1.2 Buyer Furnished Equipment. The Buyer Furnished Equipment
Provisions Document attached as Exhibit A hereto contains the obligations of
Customer and Boeing with respect to equipment, parts, accessories, and other
things purchased and provided by Customer, which Boeing will receive, inspect,
store and install in an Aircraft before delivery to Customer. This equipment is
defined as Buyer Furnished Equipment (BFE).
1.3 Customer Support. The Customer Support Document attached as
Exhibit B hereto contains the obligations of Boeing relating to data, documents,
software, training, services and other things required for operation,
maintenance, and engineering in support of the Aircraft and Customer.
1.4 Product Assurance. The Product Assurance Document attached as
Exhibit C hereto contains the obligations of Boeing and the suppliers of
equipment installed in each Aircraft at delivery or provided thereafter pursuant
to the Product Assurance Document relating to warranties, patent indemnities,
software copyright indemnities, Boeing interface commitments, service life
policies, and other things.
-1-
AGTA-AAL
<PAGE> 4
Article 2. Price, Taxes and Payment.
2.1 Price.
2.1.1 Airframe Price. Airframe Price is defined as the
price of the airframe for a specific model of Aircraft described in a Purchase
Agreement. (For Model 737-600, 737-700 and 737-800 aircraft, the Airframe Price
includes Engine Price.)
2.1.2 Optional Features Prices. Optional Features
Prices are defined as the prices for Optional Features selected in writing by
Customer for a specific model of Aircraft and described in a Purchase Agreement.
2.1.3 Engine Price. Engine Price is defined as the
price set by the Engine Supplier for a specific Engine to be installed on the
model of Aircraft described in a Purchase Agreement (not applicable to Models
737-600, 737-700 and 737-800 aircraft).
2.1.4 Aircraft Basic Price. Aircraft Basic Price is
defined as the sum of the Airframe Price, the Engine Price (for Models 737-600,
737-700 and 737-800 aircraft, the Engine Price is included in the Airframe
Price) and the Optional Features Prices.
2.1.5 Escalation Adjustment. Escalation Adjustment is
defined as the aggregate price adjustment to the Airframe Price (for Models
737-600, 737-700 and 737-800 aircraft, the Engine Price is included in the
Airframe Price), Optional Features Prices, and Engine Price (for other than 737
models). The price adjustment to the Airframe Price and Optional Features Prices
will be calculated using the economic price formula contained in the Escalation
Adjustment to Airframe Price and Optional Features Price Document attached as
Exhibit D hereto (Airframe Escalation Adjustment Document). The price adjustment
to the Engine Price (not applicable to Model 737-600, 737-700 and 737-800
aircraft) will be calculated using the economic price formula contained in
Supplemental Exhibit EE1 to the applicable Purchase Agreement.
2.1.6 Advance Payment Base Price. Advance Payment Base
Price is the amount set forth in Table 1 to the applicable Purchase Agreement
and is intended to be an estimate of the Aircraft Price to be used solely for
calculation of the amount of the Advance Payment in respect of an Aircraft. The
Advance Payment Base Price is determined using commercial forecasts for the
indices used in the calculation of the Escalation Adjustment. Such amount may be
adjusted from time to time in accordance with provisions of the applicable
Purchase Agreement.
2.1.7 Aircraft Price. Aircraft Price is defined as the
total amount Customer is to pay for an Aircraft which is the sum of the Aircraft
Basic Price, the Escalation Adjustment and other price adjustments made pursuant
to the applicable Purchase Agreement.
-2-
AGTA-AAL
<PAGE> 5
2.2 Taxes. Taxes are defined as all taxes, fees, charges or duties
and any interest, penalties, fines or other additions to tax (other than any
such interest, penalties, fines or additions resulting from the failure of
Boeing to pay any such tax, unless such nonpayment is directed in writing by
Customer), including, but not limited to sales, use, value added, gross
receipts, stamp, excise, transfer and similar taxes, imposed on Boeing by any
domestic or foreign taxing authority arising out of or in connection with the
sale, delivery, transfer or storage for the benefit of Customer of any aircraft,
BFE, or goods and services furnished under the applicable Purchase Agreement.
Except for U.S. federal income taxes and Washington State business and
occupation taxes imposed on Boeing, Customer will be responsible for filing all
tax returns, reports and declarations and for paying all Taxes.
If claim is made against Boeing for any such tax, Boeing will promptly notify
Customer. If seasonably requested by Customer in writing, Boeing will, at
Customer's expense, take such action as Customer may reasonably direct with
respect to such claim, and any payment by Boeing of such tax shall be made under
protest, if protest is necessary and proper. If payment is made, Boeing will, at
Customer's expense, take such action as Customer may reasonably direct to
recover such payment and shall, if requested, permit Customer in Boeing's name
to file a claim or prosecute an action to recover such payment.
2.3 Payment.
2.3.1 Advance Payment Schedule. Customer will make
Advance Payments to Boeing for each Aircraft in the amounts and on the dates
indicated in the Advance Payment schedule set forth in the applicable Purchase
Agreement.
2.3.2 Payment at Delivery. The amounts of the Advance
Payments including any Deposits paid prior to delivery by Customer for an
Aircraft will be applied to the Aircraft Price at delivery of each such
Aircraft. Any unpaid balance of the Aircraft Price is due at the time of
delivery of each Aircraft.
2.3.3 Form of Payment. Customer will make all payments
to Boeing under the applicable Purchase Agreement by unconditional deposit of
United States Dollars in a bank account in the United States mutually acceptable
to Customer and Boeing.
2.3.4 Monetary and Government Regulations. Customer is
responsible for complying with all monetary control regulations applicable to
Customer, and for obtaining necessary governmental authorizations related to
payments obligations under this Article 2.
Article 3. Regulatory Requirements and Certificates.
3.1 Certificates. Boeing will manufacture each Aircraft to conform
to the appropriate Type Certificate for the specific model of Aircraft and will
obtain from the
-3-
AGTA-AAL
<PAGE> 6
FAA and furnish to Customer at delivery of each Aircraft a Standard
Airworthiness Certificate. Boeing will provide to Customer the Standard
Airworthiness Certificate at Boeing's expense except as provided in Sections 3.2
and 3.3 herein.
Boeing shall obtain any additional certificates required to be obtained by the
manufacturer of commercial aircraft to permit operation of the Aircraft under
those requirements of the FAA regulations generally applicable to aircraft
manufacturers.
If the use of any of the certificates identified in this Article 3
(Certificates) is discontinued during the performance of this AGTA, thereafter
reference to such discontinued Certificates will be deemed a reference to any
other certificate or instrument issued by the FAA which corresponds to such
Certificate or, if there should not be any such other certificate or instrument,
then Boeing will be deemed to have obtained such discontinued Certificate upon
demonstrating that each Aircraft complies substantially with the FAA
requirements for such discontinued Certificate.
3.2 FAA Manufacturer Changes.
3.2.1 Definition of Manufacturer Change. A
Manufacturer Change is defined as any change or modification to or testing of an
Aircraft required by any United States Governmental Authority including the FAA
pursuant to any United States law or Governmental Regulation or requirement or
interpretation thereof by any United States Governmental Authority in order to
obtain the Standard Airworthiness Certificate or to obtain the Type Certificate.
3.2.2 Incorporation of Manufacturer Change. Any
Manufacturer Change will be incorporated in each Aircraft prior to delivery. All
such Manufacturer Changes shall be at no charge to Customer unless (i) the
requirement is enacted after the date of the applicable Purchase Agreement, and
(ii) the affected Aircraft is scheduled for delivery to Customer more than
eighteen (18) months after the date of such Purchase Agreement or after the
issuance of the Type Certificate for the model of aircraft, whichever is later,
in which event Customer will pay Boeing's reasonable price for such change
incorporated in an Aircraft.
3.3 FAA Operator Changes.
3.3.1 Definition of Operator Changes. Operator Changes
are defined as changes that are required by Federal Aviation Regulations which
(i) are generally applicable to transport category aircraft to be used in United
States certified air carriage and (ii) require compliance on or before the date
of delivery of the Aircraft. Boeing will deliver each Aircraft with, at Boeing's
option, the Operator Changes incorporated or with suitable provisions for the
incorporation of Operator Changes as set forth in the applicable Detail
Specification. Boeing agrees to use all commercially reasonable efforts to
deliver the Aircraft with the Operator Changes incorporated.
-4-
AGTA-AAL
<PAGE> 7
3.3.2 Cost of Operator Changes. Customer will pay
Boeing's reasonable price for any Operator Changes incorporated in an Aircraft.
3.3.3 No Waiver. Nothing contained in this Article 3
shall be construed so as to impair any obligation of Boeing under any warranty
and other provisions contained in the Product Assurance Document.
Article 4. Detail Specification; Changes.
4.1 Configuration Changes. The Detail Specification is defined as
the Boeing document, as amended from time to time, that describes the
configuration of each Aircraft purchased by Customer and which is referenced in
Table 1 of each Purchase Agreement. The Aircraft will be manufactured by Boeing
in accordance with the applicable Detail Specification. The Detail Specification
for each Aircraft may be amended (i) by Boeing to reflect the incorporation of
Manufacturer Changes and Operator Changes or (ii) by the mutual written
agreement of the parties. Prior to making any amendment to the Detail
Specification in accordance with this Section 4.1, Boeing will furnish the
Customer with a written notice describing the particular changes to be made and
any effect on design, performance, weight, balance, interchangeability,
replaceability, time of delivery, Aircraft Basic Price, Aircraft Price and
Advance Payment Base Price. Boeing will also notify Customer, to the extent
Boeing is aware, of effects of changes in operations and maintainability of the
Aircraft.
4.2 Development Changes. Development Changes are defined as changes
to Aircraft that do not affect the Aircraft Price or delivery, and do not
adversely affect guaranteed weight, guaranteed performance or compliance with
the interchangeability or replaceability requirements set forth in the
applicable Detail Specification. Boeing may, at its option, incorporate
Development Changes into the Detail Specification and into an Aircraft prior to
delivery to Customer. Development Changes are changes deemed necessary to
correct defects, improve the Aircraft, prevent delay, or insure compliance with
the applicable Purchase Agreement.
4.3 Change Notices. Boeing will promptly notify Customer of any
amendments to the Detail Specification. Such notice will set forth a written
explanation of Boeing's reasons for making such amendment and furnish revised
pages for the Detail Specification.
Article 5. Representatives, Inspection, Flight Tests, Test Data and
Performance Guarantee Compliance.
5.1 Office Space. Twelve (12) months before delivery of the first
Aircraft purchased, and continuing until the delivery of the last Aircraft on
firm order, Boeing will furnish, free of charge, suitable office space and
reproduction and communications equipment (including computer communication
access) for the accommodation of up to
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five (5) representatives of Customer in or conveniently located near the
applicable assembly plant and/or delivery center as applicable.
5.2 Inspection. Boeing's manufacture of the Aircraft, and all
components obtained by Boeing therefor, shall at all reasonable times be open to
inspection by any duly authorized representatives of Customer; provided,
however, if access to any part of Boeing's plant where manufacture is in
progress or components are stored is restricted by the United States Government,
Boeing will be allowed a reasonable time to make the items available for
inspection elsewhere than in the restricted area. All inspections by Customer's
representatives shall be performed in such manner as not to unduly delay or
hinder manufacture or performance by Boeing. The representations, warranties,
indemnities and agreements of Boeing made in this AGTA or the applicable
Purchase Agreement shall not be affected or deemed waived by reason of any
investigation made by Customer pursuant to this Section 5.2. Customer shall not
have any duty to make any such inspection and shall not incur any liability or
obligation by reason of not making any such inspection.
5.3 Demonstration Flights. Prior to delivery, Boeing will fly each
Aircraft (not less than one and one-half (1-1/2) hours nor more than the number
of hours reasonably necessary to effect corrections to any defect in the
functioning of the Aircraft and its equipment) to reasonably demonstrate to
Customer the functioning of the Aircraft and its equipment following Boeing's
production flight test procedures (to the extent provided to and reasonably
approved by Customer prior to such flight test). During such demonstration
flight, a pilot of Customer may conduct routine flight maneuvers and tests as
may be reasonably required to demonstrate to Customer the functioning of the
Aircraft and its equipment, subject to the supervision and operational control
of Boeing flight test personnel. Customer may designate up to five (5)
representatives (or more if consented to by Boeing) to participate as observers
on such flight. Boeing will give Customer reasonable prior notice of the
demonstration flight.
5.4 Test Data; Performance Guarantee Compliance. Performance
Guarantees are defined as the written guarantees in the applicable Purchase
Agreement regarding the operational performance of an Aircraft. Boeing
represents to Customer that at the time of delivery to Customer, each Aircraft
shall conform to and comply with all Performance Guarantees. An Aircraft will be
deemed to conform to and comply with the Performance Guarantees if reasonable
engineering interpretations and calculations based on the flight test data
establish that such Aircraft would, if actually flown, comply with the
Performance Guarantees. Boeing will furnish to Customer, as soon as practicable,
but not later than the date of delivery of the first Aircraft, flight test data
obtained on an aircraft of the same model type to evidence compliance with such
Performance Guarantees. Boeing will make best reasonable efforts to supply the
guarantee compliance document to Customer at least ten (10) days prior to
delivery of the first Aircraft of each model type.
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5.5 Special Aircraft Test Requirements.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Article 6. Delivery.
6.1 Notice of Delivery Dates. Boeing will notify Customer of the
delivery date of each Aircraft at least thirty (30) days before the scheduled
delivery date. Each Aircraft shall be delivered to Customer assembled and
completed, per the Detail Specification, and ready for flight and in good
operating condition.
6.2 Place of Delivery. Each Aircraft will be delivered at a
facility selected by Boeing in the State of Washington, unless otherwise
mutually agreed in writing. Consent to such agreement shall not be unreasonably
withheld.
6.3 Bill of Sale; Records. At delivery of an Aircraft, Boeing will
provide Customer a warranty bill of sale, substantially in the form of Appendix
VI attached, duly conveying to Customer good title to such Aircraft, free and
clear of all liens, claims, charges and encumbrances of every kind whatsoever,
and such other appropriate documents of title and other records relating to such
Aircraft as Customer may reasonably request. Title to and risk of loss of each
Aircraft shall pass from Boeing to Customer upon delivery of such Aircraft but
not prior thereto.
6.4 Delay. If Customer delays acceptance of an Aircraft by more
than ten (10) days beyond the scheduled delivery date, Customer will reimburse
Boeing for all reasonable costs incurred by Boeing as a result of such delay.
Boeing will use reasonable efforts to mitigate costs and expenses incurred by
Boeing as a result of any delay in delivery of an Aircraft due to Customer's
responsibility.
Article 7. Excusable Delay.
7.1 General. Boeing will not be liable for any delay in delivery of
an Aircraft or other performance under the applicable Purchase Agreement only to
the extent caused by (i) acts of God; (ii) war or armed hostilities; (iii)
government acts or priorities affecting materials, facilities, or completed
aircraft; (iv) fires, floods, or earthquakes; (v) strikes or labor troubles
causing cessation, slowdown, or interruption of work; or (vi) any other cause to
the extent such cause is beyond Boeing's control and not occasioned by Boeing's
fault or negligence. A delay resulting from any such cause is defined as an
Excusable Delay.
7.2 Notice. Boeing will notify Customer in writing, as soon as
possible, of the revised delivery month as soon as Boeing concludes that an
Aircraft will be delayed beyond the Scheduled Delivery Month due to an event or
events of Excusable Delay.
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Boeing will use reasonable efforts to mitigate any Excusable Delay and resume
performance.
7.3 Delay in Delivery of Twelve Months or Less. If the revised
delivery month is twelve (12) months or less after the Scheduled Delivery Month,
Customer will accept such Aircraft when tendered for delivery, subject to the
following:
7.3.1 The calculation of the Escalation Adjustment will
be based on the originally Scheduled Delivery Month.
7.3.2 The Advance Payment schedule will be adjusted to
reflect the revised delivery month.
7.3.3 All other provisions of the applicable Purchase
Agreement, including the BFE on-dock dates (unless Boeing and Customer otherwise
agreed to different dates) for the delayed Aircraft, are unaffected by an
Excusable Delay.
7.4 Delay in Delivery of More Than Twelve Months. If the revised
delivery month in such notice is more than twelve (12) months after the
Scheduled Delivery Month, either party may terminate the applicable Purchase
Agreement with respect to such Aircraft within thirty (30) days of receipt of
such notice. If Customer does not terminate the applicable Purchase Agreement
with respect to such Aircraft, all terms of the applicable Purchase Agreement
will remain in effect.
7.5 Aircraft Damaged Beyond Repair. If an Aircraft is destroyed or
damaged beyond repair for any reason before delivery, Boeing will notify
Customer in writing as soon as possible but no later than thirty (30) days after
such event, and such notice will specify the earliest month possible, consistent
with Boeing's other contractual commitments and production capabilities, in
which Boeing can deliver a replacement. Customer will have thirty (30) days from
receipt of such notice to elect to have Boeing manufacture a replacement
aircraft under the same terms and conditions of purchase, except that the
calculation of the Escalation Adjustment will be based upon the Scheduled
Delivery Month, or, failing such election, the applicable Purchase Agreement
will terminate with respect to such Aircraft. Boeing will not be obligated to
manufacture a replacement aircraft if it requires the reactivation of the
production line for the specific model of aircraft so damaged.
7.6 Termination. Termination under this Article 7 will discharge
all obligations and liabilities of Boeing and Customer with respect to any
Aircraft and all related undelivered items and services terminated under the
applicable Purchase Agreement, except that Boeing will return to Customer,
without interest, an amount equal to all Advance Payments paid by Customer for
the terminated Aircraft. If Customer terminates the applicable Purchase
Agreement as to any Aircraft, Boeing may elect, by written notice to Customer
within thirty (30) days, to purchase from Customer any BFE
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related to the terminated Aircraft, at the invoice prices paid, or contracted to
be paid, by Customer.
7.7 Exclusive Rights. The termination rights in this Article 7 are
in substitution for all other rights of termination or any claim arising by
operation of law by virtue of delays in performance covered by this Article 7.
Article 8. Risk Allocation/Insurance.
8.1 Title and Risk with Boeing.
8.1.1 Boeing's Indemnification of Customer. Until
transfer of title to an Aircraft to Customer, Boeing will indemnify and hold
Customer and Customer's observers harmless from and against all claims and
liabilities, including all expenses and attorneys' fees incident thereto or
incident to establishing the right to indemnification, for injury to or death of
any person(s), including employees of Boeing but not employees of Customer, or
for loss of or damage to any property, including an Aircraft, arising out of or
in any way related to the operation of an Aircraft during all demonstration and
test flights conducted under the provisions of the applicable Purchase
Agreement, whether or not arising in tort or occasioned by the negligence of
Customer or any of Customer's observers.
8.1.2 Definition of Customer. For the purpose of this
Section 8.1, "Customer" is defined as American Airlines, Inc., its divisions,
subsidiaries, Affiliates, the assignees of each and their respective directors,
officers, employees and agents.
8.2 Title and Risk with Customer.
8.2.1 Insurance Requirements. Customer will purchase
insurance and provide a certificate of such insurance that names Boeing as an
additional insured only on the liability policy (for hull, only waiver of
subrogation required) and otherwise complies with all requirements of the
attached Appendix I. Customer will provide such certificate of insurance at
least thirty (30) days before the scheduled delivery of the first Aircraft under
the applicable Purchase Agreement. The insurance certificate will reference each
Aircraft delivered to Customer pursuant to the applicable Purchase Agreement.
Annual renewal certificates will be submitted to Boeing before the expiration of
the policy periods. The form of the insurance certificate, attached as Appendix
I, states the terms, limits, provisions and coverages required by this Section
8.2.1.
8.2.2 Customer's Indemnification of Boeing. If
Customer fails to comply with any of the insurance requirements of Section 8.2.1
or any of the insurers fails to pay a claim covered by the insurance or
otherwise fails to meet any of its obligations required by Section 8.2.1,
Customer will indemnify and hold Boeing harmless from and against all claims and
liabilities, including all expenses and attorneys' fees incident thereto or
incident to successfully establishing the right to indemnification, for injury
or death of
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any person, including employees of Customer but not employees of Boeing, or for
loss or damage to any property, including an Aircraft, arising out of or in any
way relating to training, services or other things provided under the Customer
Support Document and the applicable Purchase Agreement, whether or not arising
in tort or occasioned by the negligence of Boeing. This indemnity will not apply
to legal liability to persons or parties (other than Customer or Customer's
assignees) arising out of an accident caused solely by a product defect in an
aircraft.
Any claim received by or suit instituted against Boeing for which
indemnification by Customer is sought under the provisions of this Section 8.2.2
shall be reported to Customer promptly in writing. Upon Customer's receipt of
Boeing's tender of the claim or suit to Customer hereunder, Customer shall have
the option at any time to conduct negotiations with respect to settlement of the
claim or suit, to intervene in any suit, and to assume, conduct or control the
defense thereof.
8.2.3 Definition of Boeing. For purposes of this
Section 8.2, "Boeing" is defined as The Boeing Company, its divisions,
subsidiaries, assignees of each and their respective directors, officers,
employees and agents.
Article 9. Assignment, Resale or Lease.
9.1 Assignment. The Purchase Agreement is for the benefit of and
binding upon each of the parties and their respective successors and assigns. No
rights or duties of either party may be assigned or delegated, or contracted to
be assigned or delegated, without the prior written consent of the other party,
except as permitted by Sections 9.1.1 through 9.1.5 and by Sections 9.2 and 9.3
of this AGTA:
9.1.1 Either party may assign its interest to a
corporation that (i) results from any merger, consolidation or reorganization of
such party, (ii) acquires substantially all the assets of such party or (iii)
into which such party may be merged or with which it may be consolidated;
9.1.2 Boeing may assign its rights to receive money;
and
9.1.3 Boeing may assign any of its rights and duties
under the Purchase Agreement to any wholly-owned subsidiary of Boeing, provided
that (i) such assignment shall be effective in accordance with its terms as to
each such Aircraft, spare part or other thing to be delivered hereunder, (ii) if
Boeing assigns its rights and obligations under the Purchase Agreement or
assigns title to any Aircraft, spare part or other thing to be delivered
thereunder to such subsidiary, such subsidiary shall perform such obligations
and sell and deliver such Aircraft, spare part or other thing to Customer
pursuant and subject to all the terms and conditions of the Purchase Agreement,
(iii) Boeing will remain fully and solely liable to Customer to perform all such
obligations under the applicable Purchase Agreement as if the assignment had not
been effected and will remain fully and solely responsible to Customer in
accordance with the terms of the applicable Purchase
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Agreement for all obligations and liabilities of the seller with respect to the
Aircraft, spare part or other things to be delivered thereunder, and Customer
will continue to deal exclusively with Boeing under the Purchase Agreement.
9.1.4 Customer may assign any of its rights and duties
under the Purchase Agreement to any wholly-owned subsidiary of AMR Corporation,
provided that (i) such assignment shall be effective in accordance with its
terms as to each such Aircraft, spare part or other thing to be delivered
thereunder, (ii) if Customer assigns its rights and obligations under the
Purchase Agreement with respect to any Aircraft, spare part or other thing to be
delivered thereunder to such subsidiary, such subsidiary shall perform such
obligations and purchase and accept such Aircraft, spare part or other thing
from Boeing pursuant and subject to all the terms and conditions of the Purchase
Agreement including, without limitation, the disclaimer and release and
exclusion of liabilities provisions in the Product Assurance Document and the
insurance and indemnity provisions in Section 8.2 of this AGTA, and (iii)
Customer will remain fully and solely liable to Boeing to perform all such
obligations under the Purchase Agreement as if such assignment had not been
effected and will remain fully and solely responsible to Boeing in accordance
with the terms of the Purchase Agreement for all obligations and liabilities of
the Customer with respect to the Aircraft, spare part or other thing to be
delivered thereunder, and Boeing will continue to deal exclusively with Customer
under the Purchase Agreement.
9.1.5 Boeing may assign any of its rights and duties
with respect to Articles 1, 2, 4, and 5 of Part 1 of the Customer Support
Document, to FlightSafety Boeing Training International, L.L.C.; provided,
however, Boeing will remain fully responsible to Customer for all obligations
that Boeing assigns to FlightSafety Boeing Training International, L.L.C.
9.1.6 No action taken under this Section 9.1 by either
party or by an assignee of either party to whom rights under the applicable
Purchase Agreement inure pursuant to this Section 9.1 shall subject the other
party to any liability to which it would not otherwise be subject under the
Purchase Agreement, or modify in any way the other party's contract rights under
the Purchase Agreement.
9.2 Assignment in Connection with Aircraft Financing.
Prior to delivery of an Aircraft, Customer will not resell,
lease, or transfer such Aircraft, or contract to do so, without Boeing's written
consent, which consent will not be unreasonably withheld. Boeing will take any
requested action (including, but not limited to, the execution and delivery of a
consent and agreement substantially in the form of Appendix II or III, as
applicable, or otherwise in form and substance reasonably satisfactory to Boeing
and Customer) reasonably required for the purpose of causing an Aircraft, at or
following delivery, to be subject to an equipment trust, conditional sale, lien
or other arrangement for the financing by Customer of the Aircraft. However, no
such action will require Boeing to divest itself of title to or possession of
the Aircraft until delivery of and payment for the Aircraft.
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9.3 Assignment in Connection with Sale or Lease of Aircraft.
If, following delivery of an Aircraft, Customer sells or
leases such Aircraft, Customer may assign all or any of its rights under the
Purchase Agreement to the purchaser or lessee of such Aircraft if the purchaser
or lessee of such Aircraft enters into an agreement substantially in the form of
Appendix IV or otherwise in form and substance reasonably satisfactory to Boeing
and Customer, such agreement to contain provisions whereby the purchaser or
lessee agrees to be bound by and comply with all applicable terms of the
Purchase Agreement.
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9.4 Notice of Sale or Lease After Delivery.
As soon as practicable following the sale or lease of an
Aircraft, Customer will use reasonable efforts to notify Boeing of the name and
address of the owner or lessee of such Aircraft.
9.5 Appointment of Agent - Warranty Claims.
If, following delivery of an Aircraft, Customer appoints an
agent to act directly with Boeing with respect to the administration of claims
relating to the warranties under the Purchase Agreement, Boeing will deal with
the agent for that purpose, effective upon Boeing's receipt of the agent's
agreement (in form and substance reasonably satisfactory to Boeing and Customer)
to be bound by and to comply with all applicable terms and conditions of the
Purchase Agreement.
9.6 No Increase in Liability.
No assignment of Customer's rights under the Purchase
Agreement will subject Boeing to any liability to which it would not otherwise
be subject under the Purchase Agreement or modify in any respect the contract
rights of Boeing under the Purchase Agreement except as otherwise agreed to in
writing by Boeing.
9.7 Exculpatory Clause in Post-Delivery Sale or Lease.
If, following the delivery of an Aircraft, Customer sells
or leases such Aircraft and obtains from the transferee any form of exculpatory
clause protecting Customer from liability for loss of or damage to the Aircraft,
and/or related incidental or consequential damages, including without limitation
loss of use, revenue or profit, Customer will obtain for Boeing the purchaser's
or lessee's written agreement to be bound by terms and conditions substantially
as set forth in Appendix IV. This Section 9.7 applies only if such purchaser or
lessee has not provided to Boeing the written agreement described in Section 9.3
above.
Article 10. Termination for Certain Events.
10.1 Termination.
If either party:
10.1.1 ceases doing business as a going concern,
suspends all or substantially all its business operations, makes an assignment
for the benefit of creditors, or generally does not pay its debts, or admits in
writing its inability to pay its debts as they become due, or
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10.1.2 petitions for or acquiesces in the appointment
of any receiver, trustee or similar officer to liquidate or conserve its
business or any substantial part of its assets; commences any legal proceeding
such as bankruptcy, reorganization, readjustment of debt, dissolution or
liquidation available for the relief of financially distressed debtors; or
becomes the object of any such proceeding or action of the type described in
this clause and, such proceeding or action remains undismissed or unstayed for a
period of at least sixty (60) days,
the other party may terminate the Purchase Agreement with respect to any
undelivered Aircraft and related goods and any unperformed services by giving
written notice of termination.
10.2 Repayment of Advance Payments.
If Customer terminates the applicable Purchase
Agreement under this Article 10, Boeing will repay to Customer, without
interest, an amount equal to any Advance Payments received by Boeing from
Customer with respect to undelivered Aircraft.
Article 11. Notices.
All notices required by the Purchase Agreement will be
in English and in writing, will be effective on the date of receipt and may be
transmitted by the following: (i) overnight courier which provides signed
acknowledgment of receipt; (ii) certified mail; (iii) U.S. mail; or (iv)
facsimile, addressed as follows:
Customer: American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Courier address:
American Airlines, Inc.
4333 Amon Carter Boulevard
Mail Drop 5569
Fort Worth, Texas 76155
Attn: Vice President, Corporate Development and Treasurer
Telephone: 817-967-1227
Facsimile: 817-967-2199
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Boeing: Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington 98124-2207
U.S.A.
Attention: Vice President - Contracts
Mail Stop 75-38
Courier Address:
Boeing Commercial Airplane Group
8th St. & Park Ave. N.
Building 10-60 Lobby
Renton, WA 98055
Telephone: 425-237-2143
Facsimile: 425-237-1706
Article 12. Miscellaneous.
12.1 Government Approval. Boeing and Customer will use reasonable
efforts to assist each other in obtaining any governmental consents or approvals
necessary or appropriate to effect certification and sale of Aircraft under the
applicable Purchase Agreement.
12.2 Headings. Article and section headings used in this AGTA and
in any Purchase Agreement are for convenient reference only and not intended to
affect the interpretation of this AGTA or any Purchase Agreement, as the case
may be.
12.3 GOVERNING LAW. THIS AGTA AND ANY PURCHASE AGREEMENT WILL BE
GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF
WASHINGTON'S CONFLICTS OF LAWS PRINCIPLES.
12.4 Waiver/Severability. Failure by either party to enforce any
provision of this AGTA or any Purchase Agreement will not be construed as a
waiver. If any provision of this AGTA or any of the provisions of any Purchase
Agreement are held unlawful or otherwise ineffective by a court of competent
jurisdiction, the remainder of the AGTA or the applicable Purchase Agreement
will remain in effect.
12.5 Survival of Obligations. The Articles and Exhibits of this
AGTA, including but not limited to, those relating to indemnification and
insurance, DISCLAIMER AND RELEASE and the EXCLUSION OF CONSEQUENTIAL AND OTHER
DAMAGES, will survive termination or cancellation of any Purchase Agreement.
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12.6 Prior Agreements. Nothing in this AGTA is intended to alter or
amend the rights and obligations of Customer and Boeing under any purchase
agreement, the schedules, exhibits, and/or appendices thereto or any other
agreements between Boeing and Customer entered into prior to or after the date
of this AGTA unless such agreement expressly incorporates the terms and
conditions of this AGTA.
12.7 Relationship of Parties. Each of the parties is an independent
contractor. Nothing in this AGTA is intended or shall be construed to create or
establish any agency, partnership, joint venture or fiduciary relationship
between the parties. Neither party nor any of its Affiliates has any authority
to act for or to incur any obligations on behalf of or in the name of the other
party or any of its Affiliates.
12.8 No Third Party Beneficiaries. All rights, remedies and
obligations of the parties shall accrue and apply solely to the parties and
their successors and permitted assigns and there is no intent to benefit any
third parties.
DATED as of the date first written above
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By By
------------------------------ ----------------------------
Its Its
----------------------------- ---------------------------
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EXHIBIT A
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
<PAGE> 20
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
1. General.
The BFE is designated "Buyer Furnished Equipment" and is listed in
the Detail Specification. Boeing will provide to Customer, in accordance with
Supplemental Exhibit BFE1 to the Purchase Agreement, a BFE Requirements
On-Dock/Inventory Document (BFE Document), in paper form or an electronic
transmission, which document may be periodically revised, setting forth the
items, quantities, on-dock dates and shipping instructions relating to the in
sequence installation of BFE in accordance with the applicable Supplemental
Exhibit BFE1 to the Purchase Agreement.
Notwithstanding the obligations defined below, Boeing and Customer
will cooperate to assure that all BFE satisfies quality, cost and schedule
requirements to successfully deliver service-ready Aircraft.
2. Supplier Selection.
Customer will:
2.1 Select and notify Boeing of the suppliers of BFE items (BFE
Suppliers) by those dates appearing in the Supplemental Exhibit BFE1 to the
applicable Purchase Agreement as may be amended from time to time by mutual
agreement of the parties.
2.2 Meet with Boeing and such selected BFE suppliers promptly (but
in any event within 60 days) after such selection to:
2.2.1 complete BFE configuration design requirements
for such BFE; and
2.2.2 confirm technical data submittal dates for BFE
certification.
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3. Customer's Obligations.
Customer will:
3.1 comply with, or use reasonable efforts to cause the BFE
Supplier to comply with, as applicable, the provisions of the BFE Document;
3.1.1 deliver technical data (in English) to Boeing as
reasonably required to support installation and FAA certification of the BFE in
accordance with the schedule provided by Boeing in the BFE Document or as
mutually agreed upon by Customer, Customer's BFE Supplier, and Boeing during the
BFE meeting referred to above;
3.1.2 deliver BFE including production and/or flight
training spares to Boeing in accordance with the quantities and schedule
provided in the BFE Document; and
3.1.3 deliver appropriate quality assurance
documentation to Boeing as reasonably required with each BFE part in accordance
with Boeing document D6-56586, BFE Product Acceptance Requirements;
3.2 authorize Boeing to discuss all details of the BFE directly
with the BFE Suppliers, and Boeing shall promptly notify Customer of all such
meetings;
3.3 authorize Boeing to conduct or delegate to the BFE Supplier
quality source inspection and supplier hardware acceptance of BFE at the BFE
Supplier location;
3.3.1 require BFE Supplier's contractual compliance to
Boeing defined source inspection and supplier delegation programs (as included
in Boeing Document D1-9000), and Customer will use best reasonable efforts to
cause such BFE Supplier to make available adequate facilities for Boeing
resident personnel; and
3.3.2 use best reasonable efforts to include in
agreements with BFE Suppliers an agreement by such BFE Suppliers that Boeing
identified supplier's quality systems be approved to Boeing document D1-9000;
3.4 use diligent efforts to obtain from each such BFE Supplier a
non-exclusive, royalty-free, non-transferable, irrevocable license for Boeing to
copy Aircraft Software provided by the BFE Suppliers (BFE Aircraft Software) to
the extent needed to enable Boeing to load the software copies in (i) the
Aircraft's mass storage device (MSD), (ii) media (e.g., diskettes, CD-ROMs,
etc.), (iii) the BFE hardware and/or (iv) an intermediate device or other media
solely for the purpose of facilitating copying of the BFE Aircraft Software into
the aircraft's MSD, BFE hardware and/or media, including media as Boeing may
deliver to Customer with the Aircraft;
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3.5 grant Boeing a license, extending the same rights set forth in
Section 3.4 above, to copy: (a) BFE Aircraft Software and data Customer has
modified and/or (b) other software and data Customer has added to the BFE
Aircraft Software, solely for the purposes described in Section 3.4 above and to
the extent Customer can do so without the consent of any applicable party.
Customer will use diligent efforts to obtain such consent.
3.6 provide field service representation at Boeing's facilities, as
necessary, to support Boeing on all issues related to the installation and
certification of BFE;
3.7 permit Boeing to deal directly with all BFE Suppliers to obtain
overhaul data, provisioning data, related product support documentation and any
warranty provisions applicable to the BFE;
3.8 provide reasonable assistance to Boeing and the BFE Suppliers
to resolve any difficulties, including defective BFE, that might arise;
3.9 be responsible for modifying, adjusting and/or calibrating BFE
as required for FAA approval and for all reasonable related expenses;
3.10 warrant that the BFE will meet the applicable requirements of
the Detail Specification; and
3.11 be responsible for either providing equipment which is FAA
certifiable at time of Aircraft delivery, or for obtaining waivers from the
applicable regulatory agency for non-FAA certifiable equipment.
4. Boeing's Obligations.
4.1 Without additional charge, Boeing will:
4.1.1 provide for the installation of and, in
accordance with the Detail Specification, install the BFE;
4.1.2 provide for storage of the BFE;
4.1.3 take reasonable actions in conjunction with
Customer and the BFE Suppliers to facilitate timely manufacture, shipment,
delivery, and installation of the BFE; and
4.1.4 obtain certification (including FAA certification
under FARs) of the Aircraft with the BFE installed.
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4.2 The BFE Document will set forth the specific dates by which
Boeing must receive "on dock" the BFE in order to permit in sequence
installation of such BFE in the Aircraft and delivery of such Aircraft. The "on
dock" schedule for the first Aircraft will be based upon the delivery schedule
in the Supplemental Exhibit BFE1 to the applicable Purchase Agreement. The BFE
Document will also contain shipping instructions, customs information and a list
of those BFE items and quantities to be supplied to Boeing by Customer to
support the manufacture of the Aircraft.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. Return of Equipment.
BFE delivered to Boeing but not installed in the Aircraft will be
returned to Customer in accordance with Customer's instructions and at
Customer's expense (unless due to the act or omission of Boeing, in which event
return shall be at Boeing's expense) no later than delivery of the last Aircraft
to be delivered under the applicable Purchase Agreement in as good condition as
was delivered by Customer to Boeing, reasonable wear and tear accepted.
7. Title and Risk of Loss.
Title to and risk of loss of BFE will at all times remain with
Customer or other owner and Boeing will have only such liability for BFE as a
bailee for mutual benefit would have, but will not be liable for loss of use.
8. Indemnification of Boeing.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
9. Patent Indemnity.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
10. Definitions.
For the purposes of the above indemnities, the term "Boeing"
includes The Boeing Company, its divisions, subsidiaries and Affiliates, the
assignees of each, and their directors, officers, employees and agents.
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EXHIBIT B
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
CUSTOMER SUPPORT DOCUMENT
This document contains:
Part 1: Maintenance and Flight Training Programs; Operations
Engineering Support
Part 2: Field Services and Engineering Support
Services
Part 3: Technical Information and Materials
Part 4: Alleviation or Cessation of Performance
Part 5: Protection of Proprietary Information and
Proprietary Materials
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CUSTOMER SUPPORT DOCUMENT
PART 1: BOEING MAINTENANCE AND FLIGHT TRAINING PROGRAMS;
OPERATIONS ENGINEERING SUPPORT
1. Boeing Training Programs.
1.1 Boeing will provide those maintenance training and flight
training programs described in Supplemental Exhibit CS1 to the Purchase
Agreement. Such maintenance training and flight training, including instruction
and the provision of training aids and materials, will be provided at no
additional charge to Customer, except as otherwise provided herein.
1.2 Boeing will conduct all training at Boeing's training facility
in the Seattle area unless otherwise mutually agreed.
1.3 All training will be presented in the English language. If
translation is required for Customer's personnel, Customer will provide
interpreters.
1.4 Customer will be responsible for all living expenses of
Customer's personnel. Boeing will transport Customer's personnel between their
local lodging and Boeing's training facility.
2. Training Planning Conferences.
At least 12 months before the Scheduled Delivery Month of the first
Aircraft (or such later time as the parties may agree), Customer and Boeing will
conduct, at a mutually agreed upon location, planning conferences in order to
define and schedule the maintenance training and flight training programs.
3. Operations Engineering Support.
3.1 As long as an Aircraft is operated by Customer in scheduled
revenue service, Boeing will provide operations engineering support in Seattle,
Washington or at another location, as the parties may mutually agree. Such
support will include, but will not be limited to:
3.1.1 assistance with the analysis and preparation of
performance data to be used in establishing operating practices and policies for
Customer's efficient operation of Aircraft;
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3.1.2 assistance with interpretation of the minimum
equipment list, the definition of the configuration deviation list and the
analysis of individual Aircraft performance using in-service evaluations;
3.1.3 provide support and assistance with solving
operational problems associated with ferry and route-proving flights, if any,
contemplated under the Purchase Agreement; and
3.1.4 providing information regarding significant
service items relating to Aircraft performance or flight operations.
4. Training at a Facility Other Than Boeing's.
If requested by Customer, Boeing will conduct the classroom
portions of the maintenance and/or flight training (except for the Performance
Engineer training courses) at a mutually acceptable alternate training site,
subject to the following conditions:
4.1 Customer will provide suitable classroom space, simulators (as
necessary for flight training) and training equipment required to present the
courses;
4.2 Customer will pay Boeing's then-current per diem charge for
each necessary Boeing instructor for each day, or fraction thereof, that the
instructor is away from the Seattle area, including travel time;
4.3 Customer will reimburse Boeing for, or, subject to terms and
conditions mutually agreed upon prior to Boeing providing the instructors to
teach the course, Customer shall provide round-trip transportation for Boeing's
instructors and training materials between the Seattle area and the alternate
training site;
4.4 Customer will be responsible for taxes pursuant to Section 2.2
of the AGTA and for all fees, duties, licenses, permits and similar expenses
reasonably incurred by Boeing and its employees as a result of Boeing's
providing training at the alternate site or as a result of Boeing providing
revenue service training. Boeing will use best reasonable efforts to notify
Customer prior to commencement of training of any such fees, duties, licenses,
permits and similar charges of which Boeing has knowledge; and
4.5 Those portions of training that require the use of training
devices not available at the alternate site will be conducted at Boeing's
facilities or at the alternate site as may be otherwise agreed.
5. General Terms and Conditions.
5.1 Boeing flight instructor personnel will not be required to work
more than 5 days per week, or more than 8 hours in any one 24-hour period, of
which not more than 5 hours per 8-hour workday will be spent in actual flying;
provided, however, that
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the foregoing restrictions will not apply with respect to ferry assistance or
revenue service training services (it being agreed that in conjunction with such
services, the number of hours each Boeing flight instructor works shall be
mutually agreed to and shall be in accordance with FAA rules and regulations).
5.2 If requested by Boeing prior to flight crew training on an
Aircraft designated by Customer as a training aircraft, Customer will make such
Aircraft available to Boeing for the purpose of familiarizing the Boeing
instructor or ferry flight crew personnel with the operation of special
equipment or systems installed in such Aircraft. If flight of such Aircraft is
required for any Boeing instructor or ferry flight crew member to maintain an
FAA license for flight proficiency or landing currency, Boeing will be
responsible for the cost of fuel, oil, landing fees and spare parts attributable
to that portion of any flight conducted in order to maintain such FAA flight
proficiency or landing currency. Customer's authorization of the use of an
Aircraft pursuant to this Section 5.2 shall apply only to Boeing instructors
assigned to conduct flight training with respect to such Aircraft and a
reasonable number of alternate instructors and to members of any flight crew
(including navigator, if needed) who will participate in any ferry flight of any
Aircraft contemplated under the Purchase Agreement.
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CUSTOMER SUPPORT DOCUMENT
PART 2: FIELD SERVICES AND ENGINEERING SUPPORT SERVICES
The support services described in this Part 2 shall be provided at
no additional charge to Customer, unless otherwise provided herein. Except with
respect to field services provided pursuant to Section 1.1 below, the support
services described in this Part 2 shall be provided by Boeing to Customer during
a period commencing with delivery of the first Aircraft and continuing so long
as at least one Aircraft is regularly operated by Customer in commercial air
transport service.
1. Field Service Representation.
Boeing will furnish field service representation to advise Customer
with respect to the maintenance and operation of Aircraft (Field Services) as
follows:
1.1 Experienced Field Service representatives will be available to
provide Field Services to Customer at the main maintenance and engineering
facility designated by Customer for the Aircraft (or such other facility as
Customer and Boeing mutually agree upon) beginning before delivery of the first
Aircraft and ending 12 months after delivery of the last Aircraft. Customer
reserves the right, in its sole discretion, to reasonably require Boeing to
remove any such Field Service representative from Customer's facility and to
provide a replacement Field Service representative.
1.2 Customer will provide, at no charge and if requested by Boeing,
suitable furnished office space and office equipment at, or conveniently located
with respect to, the facility designated in Section 1.1 above for the
accommodation of any Boeing representatives providing Field Services. As
required, Customer will assist each representative providing Field Services with
mail handling, identification passes and formal introduction to local airport
authorities. If Field Services are provided outside the United States, in
addition to the foregoing, Customer will assist, in such manner as Boeing may
reasonably request without Customer incurring additional expense, each
representative providing Field Services in connection with obtaining visas, work
permits and customs clearances.
1.3 In addition to Field Services provided pursuant to Section 1.1
above, Customer shall also have available, as reasonably required, the services
of any Boeing Field Service representatives assigned at stations other than
Customer's main station where Customer's Aircraft may have occasion to land.
1.4 Boeing may from time to time, with Customer's agreement,
provide additional support services in the form of Boeing personnel visiting
Customer's facilities to work with Customer's personnel in an advisory capacity.
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2. Engineering Support Services.
Boeing will, if requested by Customer, provide technical advisory
assistance for any Aircraft and Boeing Product. Technical advisory assistance,
provided from the Seattle area or at a base designated by Customer as
appropriate, will include:
2.1 In-Service Problem Support. If Customer experiences service or
operational problems with an Aircraft, Boeing will analyze the data provided by
Customer to determine the probable nature and cause of the problem and to
suggest possible solutions.
2.2 Schedule Reliability Support. If Customer is not satisfied with
the schedule reliability of the Aircraft, Boeing will analyze data provided by
Customer to determine the nature and cause of the problem and to suggest
possible solutions.
2.3 Maintenance Cost Reduction Support. If Customer is concerned
that actual maintenance costs of the Aircraft are excessive, Boeing will analyze
data provided to determine the nature and cause of the problem and to suggest
possible solutions.
2.4 Aircraft Structural Repair Support. If Customer is designing
structural repairs to the Aircraft and desires Boeing support, Boeing will
analyze and comment on Customer's engineering releases relating to any such
structural repairs not covered by Boeing's Structural Repair Manual. If
requested by Customer, Boeing will take such actions as Customer may reasonably
request for the purpose of obtaining FAA approval of such repairs as soon as
practicable.
2.5 Aircraft Modification Support. If Customer is designing
Aircraft modifications and desires Boeing support, Boeing will analyze and
comment on Customer's engineering proposals for changes in, or replacement of,
any Boeing Products. Boeing will not analyze or comment on any major structural
change unless Customer's request for such analysis and comment includes complete
detailed drawings, substantiating data (including any data required by
applicable Government Authorities), all stress or other appropriate analyses,
and a specific statement from Customer of the substance of the review and the
response desired.
2.6 Facilities, Ground Equipment and Maintenance Planning Support.
Boeing will, at Customer's request, send qualified Boeing engineering
representatives to evaluate Customer's technical facilities, tools and equipment
for servicing and maintaining the Aircraft, to recommend changes where necessary
and to assist in the formulation of an overall maintenance plan.
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2.7 Additional Services. Boeing shall, from time to time, provide
additional special services with respect to the Aircraft after delivery which
may include, but shall not be limited to, such items as master changes (kits
and/or data), training and maintenance and repair of the Aircraft. The
provisions of any such additional services by Boeing shall be subject to
mutually agreeable terms and conditions including, without limitation, price,
schedule, place, and scope of work.
2.8 Post Delivery Aircraft Services. It is recognized that
Customer's personnel may request Boeing to perform unanticipated work on an
Aircraft promptly after delivery of such Aircraft to Customer pursuant to
Article 6 of the AGTA and either prior to the Aircraft's initial departure
flight from the delivery site or upon the return of the Aircraft to Boeing's
facilities in the Seattle, Washington area prior to completion of such initial
departure flight. The following provisions shall apply to all work performed by
Boeing under the circumstances identified above.
2.8.1 Title to and risk of loss of any such Aircraft
shall at all times remain with Customer.
2.8.2 The exclusion of liabilities and other provisions
of Part 2 of the Product Assurance Document and the indemnity and insurance
provisions of Section 8.2 of the AGTA shall be applicable.
2.8.3 If appropriate, Customer will reimburse Boeing
for any work performed on the Aircraft hereunder to the extent that such work is
not covered under the Boeing warranty applicable to the Aircraft.
2.8.4 The provisions of the Boeing warranty set forth
in Part 2 of the Product Assurance Document shall apply to any work performed by
Boeing under this Section 2.8 and to any Boeing Product installed on the
Aircraft as part of such work.
2.8.5 In performing work under this Section 2.8 Boeing
may conclusively rely upon the commitment authority of Customer's personnel
requesting the work.
2.9 Additional Informational Services. Boeing may from time to
time, at its own initiative or in response to a request from Customer or others,
provide Customer with additional services in the form of information about
Aircraft or other aircraft of the same type, including information concerning
design, manufacture, operation, maintenance, modification, repair and in service
experience.
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CUSTOMER SUPPORT DOCUMENT
PART 3: TECHNICAL INFORMATION AND MATERIALS
1. General.
Boeing will furnish to Customer the data and documents (both
tangible and intangible) hereinafter described (Documents) and revisions thereof
to support the maintenance and operation of the Aircraft at no additional charge
to Customer, except as otherwise provided herein. Such Documents will, where
applicable, be prepared essentially in accordance with the provisions of the
highest revision as may be incorporated by Boeing of the Air Transport
Association of America (ATA) Specification No. 100, entitled "Specification for
Manufacturers' Technical Data". Documents will be in English and in the units of
measure used by Boeing to manufacture the Aircraft, except as may be otherwise
specified in this Part 3 or as may be required to reflect Aircraft
instrumentation.
Digitally-produced Documents will, where applicable, be prepared generally in
accordance with ATA Specification No. 2100, Revision 2, entitled "Digital Data
Standards for Aircraft Support."
2. Documentation Planning Conferences.
At least 12 months before the Scheduled Delivery Month of the first
Aircraft (or such later time as the parties may agree), Customer and Boeing will
conduct, at a mutually agreed upon location, planning conferences in order to
mutually determine the proper format and quantity of Documents to be furnished
to Customer in support of the Aircraft. Such planning conferences will also be
used to resolve other details related to such Documents, including, but not
limited to, the provision by Boeing of advance copies and revision services.
When available, Customer may select Boeing standard digital format as the
delivery medium or, alternatively, Customer may select a reasonable quantity of
printed and 16mm microfilm formats. When Boeing standard digital format is
selected, Customer may also select up to 5 copies of printed or microfilm format
copies, with the exception of the Illustrated Parts Catalog, which will be
provided at no charge in one selected format only.
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3. Data and Documents - Incremental Increase.
Until one year after delivery of the last Aircraft of a specific
major model, Customer may annually request in writing a reasonable increase in
the quantity of Documents applicable to such specific major model, with the
exception of microfilm master copies, digital formats, and others for which a
specified number of copies are provided at no charge in accordance with
Supplemental Exhibit CS1 to the Purchase Agreement. Boeing will provide the
additional quantity at no additional charge beginning with the next normal
revision cycle. Customer may request a decrease in revision quantities at any
time.
4. Advance Representative Copies.
All advance representative copies of Documents will be identified
in the documentation planning conference and will be selected by Boeing from
available documents and will be reasonably representative of the Aircraft. Such
advance copies will be for advance planning purposes only.
5. Customized Documents.
All customized Documents will reflect the configuration of each
Aircraft as delivered.
6. Revisions.
6.1 Revision Service. Boeing will as necessary to reflect
configuration and, in the case of the Dispatch Deviation Procedures Guide, to
reflect changes in applicable FAA requirements, provide revisions free of charge
to those Documents designated in Attachment A to Supplemental Exhibit CS1 or
otherwise identified in the planning conference conducted pursuant to Section 2,
for a specific model of Aircraft, as long as Customer operates an Aircraft of
that model.
6.2 Revisions Based on Boeing Service Bulletin Incorporation. If
Boeing receives written notice from Customer that Customer intends to
incorporate, or has incorporated, any Boeing service bulletin in an Aircraft,
Boeing will at no charge issue revisions to Documents listed as Customized
Manuals in Supplemental Exhibit CS1 to the Purchase Agreement and to the
Illustrated Parts Catalog reflecting the effects of the incorporation of such
service bulletin into such Aircraft. Such revisions will be issued (a) in the
same form and quantity as the original Document to which the revisions pertain,
for the period specified in Section 3 above and (b) thereafter in printed form,
except for the Illustrated Parts Catalog (IPC) which shall be revised until 90
days after delivery of the last Aircraft.
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7. Computer Software Documentation for Boeing Manufactured Airborne
Components and Equipment.
Boeing will provide to Customer a Computer Software Index
containing a listing of (i) all programmed airborne avionics components and
equipment manufactured by Boeing or a Boeing subsidiary, designed and developed
in accordance with Radio Technical Commission for Aeronautics Document No.
RTCA/DO-178 dated January 1982 or No. RTCA/DO-178B dated December 1, 1992, or
later as available, and installed by Boeing in the Aircraft and (ii) specific
software documents (Software Documentation) available to Customer from Boeing
for the listed components and equipment.
Two copies of the Computer Software Index will be furnished to Customer with the
first Aircraft of a major model and, if requested by Customer, with the first
Aircraft of each derivative model. Revisions to the Computer Software Index
applicable to such major or derivative model of Aircraft, as applicable, will be
issued to Customer as revisions are developed by Boeing for so long as Customer
operates the Aircraft.
Software Documentation will be provided to Customer upon Customer's written
request therefor. The charge to Customer for Software Documentation will be
Boeing's price to reproduce the Software Documentation requested. Software
Documentation will be prepared essentially in accordance with ATA Specification
No. 102, entitled "Specification for Computer Software Manual as revised April
23, 1983;" but Software Documentation will not include, and Boeing will not be
obligated to provide, any code (including, but not limited to, original source
code, assembled source code, or object code) on computer sensible media.
8. Supplier Technical Data.
8.1 For supplier-manufactured programmed airborne avionics
components and equipment classified as Seller Furnished Equipment or Seller
Purchased Equipment which contain computer software designed and developed in
accordance with Radio Technical Commission for Aeronautics Document No.
RTCA/DO-178 dated January 1982 or No. RTCA/DO-178B dated December 1, 1992, or
later as available, Boeing will request that each supplier of the components and
equipment make software documentation available to Customer in a manner similar
to that described in Section 7 above.
8.2 The provisions of this Section will not be applicable to items
of BFE.
8.3 Boeing will furnish to Customer a Document identifying the
terms and conditions of the product support agreements between Boeing and its
suppliers requiring the suppliers to fulfill Customer's requirements for data
and services in support of the specific model of aircraft.
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9. Buyer Furnished Equipment Data.
Boeing will incorporate BFE data into the customized Documents,
provided Customer makes the data available to Boeing at least nine months prior
to delivery of Customer's first Aircraft of a specific derivative model. If
Customer does not provide Boeing with such data by such time, Customer may
provide such data to Boeing at any time up to the delivery date of such
Aircraft, and Boeing will use its best reasonable efforts to incorporate such
data, free of charge, at the next scheduled revision to each customized
Document. Customer agrees to furnish the data in Boeing standard digital format
if the applicable customized Documents are to be delivered in Boeing standard
digital format.
10. Technical Data and Documents Shipping Charges.
Boeing will pay the reasonable transportation costs of the
Documents. Customer is responsible for any customs clearance charges, duties,
and taxes imposed in connection with such transportation.
11. Customer's Shipping Address.
The Documents furnished to Customer hereunder will be sent to the
following address, as applicable, or to such other address as Customer may from
time to time designate in writing:
11.1 if to Maintenance and Engineering:
American Airlines, Inc.
3900 N. Mingo, MD107
Tulsa, Oklahoma 74116-5020
Attention: Engineering Library
11.2 if to Flight Training:
American Airlines, Inc.
4601 Hwy 360
MD 863 GSWFA
Ft. Worth, Texas 76155
Attention: Managing Director-Flight Training/
Flight Standards
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CUSTOMER SUPPORT DOCUMENT
PART 4: ALLEVIATION OR CESSATION OF PERFORMANCE
Boeing will not be required to provide any services, training, data or goods at
a facility designated by Customer when any of the following conditions exist:
1. a labor stoppage or dispute in progress involving Customer;
2. wars or warlike operations, riots or insurrections in the
country where the facility is located;
3. any condition at the facility which, in the opinion of Boeing,
is detrimental to the general health, welfare or safety of its personnel or
their families;
4. the United States Government refuses permission to Boeing
personnel or their families to enter into the country where the facility is
located, or officially recommends that Boeing personnel or their families leave
the country; or
5. the United States Government refuses permission to Boeing to
deliver goods or services to the country where the facility is located.
Boeing further reserves the right, during the existence of any of the foregoing
conditions subsequent to the location of Boeing personnel at the facility, to
immediately and without prior notice relocate its personnel and their families
to a place of Boeing's choosing. Any resulting delay will be deemed a delay by
mutual agreement. In the event Boeing must cease providing any training, or
other services or goods, including without limitation any cessation due to a
relocation of Boeing personnel, pursuant to the terms of this Part 4, the
parties hereto shall within a reasonable time under the then existing
circumstances enter into a written agreement containing the terms and conditions
for either the provision by Boeing of the remaining balance of such training,
other services or goods or the termination of Boeing's obligation to provide the
remaining balance of such training, other services or goods.
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CUSTOMER SUPPORT DOCUMENT
PART 5: PROTECTION OF PROPRIETARY INFORMATION AND PROPRIETARY MATERIALS
1. General.
All Documents provided by Boeing to Customer and not covered by
other agreements between Boeing and Customer defining Customer's right to use
and disclose the materials and included information will be covered by, and
subject to the terms of, this AGTA. Title to all Documents containing, conveying
or embodying confidential, proprietary or trade secret information (Proprietary
Information) belonging to Boeing or a third party, will at all times remain with
Boeing or such third party. All Documents which contain, convey, or embody
Proprietary Information are defined as Proprietary Materials. Customer will
treat all Proprietary Materials and all Proprietary Information in confidence
and use and disclose the same only as specifically authorized in this AGTA.
2. License Grant.
Boeing grants to Customer a worldwide, non-exclusive,
non-transferable license to use and disclose Proprietary Materials in accordance
with the terms and conditions of this AGTA. Customer is authorized to make
copies of Proprietary Materials (except for Proprietary Materials bearing the
copyright legend of a third party), and all copies of Proprietary Materials will
belong to Boeing and be treated as Proprietary Materials under this AGTA.
Customer will preserve all proprietary legends, and all copyright notices on all
Proprietary Materials and insure the inclusion of those legends and notices on
all copies.
3. Use of Proprietary Materials and Proprietary Information.
Customer is authorized to use Proprietary Materials and Proprietary
Information for the purpose of: (a) operation, maintenance, repair, or
modification of the Aircraft for which the Proprietary Materials have been
specified by Boeing and (b) development and manufacture of training devices for
use by Customer. Upon the resale or lease of any Aircraft by Customer, the
purchaser or lessee of such Aircraft may receive from Customer and may use any
Documents furnished hereunder, subject, however, to the foregoing limitations
and the requirement of Article 9 of the AGTA.
4. Providing of Proprietary Materials to Contractors.
Customer is authorized to provide Proprietary Materials to
Customer's contractors for the sole purpose of maintenance, repair, or
modification of Customer's Aircraft for which the Proprietary Materials have
been specified by Boeing. In addition,
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Customer may provide Proprietary Materials to Customer's contractors for the
sole purpose of developing and manufacturing training devices for Customer's
use. Before providing Proprietary Materials to its contractor, Customer will
first obtain a written agreement from the contractor by which the contractor
agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to
be bound by all of the restrictions and limitations of this Part 5, and (c) that
Boeing is an intended third party beneficiary under the written agreement.
Customer agrees to provide copies of all such written agreements to Boeing upon
request and be liable to Boeing for any breach of those agreements by a
contractor. A sample agreement acceptable to Boeing is attached as Appendix V.
5. Providing of Proprietary Materials and Proprietary Information to
Regulatory Agencies.
When and to the extent required by a government regulatory agency
having jurisdiction over Customer or an Aircraft, Customer is authorized to
provide Proprietary Materials and to disclose Proprietary Information to the
agency for use in connection with the Customer's operation, maintenance, repair,
or modification of such Aircraft. Customer agrees to take all reasonable steps
to prevent the agency from making any distribution, disclosure, or additional
use of the Proprietary Materials and Proprietary Information provided or
disclosed. Customer further agrees to notify Boeing immediately upon learning of
any (a) distribution, disclosure, or additional use by the agency, (b) request
to the agency for distribution, disclosure, or additional use, or (c) intention
on the part of the agency to distribute, disclose, or make additional use of
Proprietary Materials or Proprietary Information.
6. Additional Data and Documents.
If Boeing provides any Boeing owned data or documents other than
Documents described in Part 3 of the Exhibit B, such data and documents will be
considered as things delivered under the applicable Purchase Agreement and
treated as Documents.
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EXHIBIT C
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
PRODUCT ASSURANCE DOCUMENT
This document contains:
Part 1: Definitions for this Product Assurance Document
Part 2: Boeing Warranty
Part 3: Boeing Service Life Policy
Part 4: Supplier Warranty Commitment
Part 5: Boeing Interface Commitment
Part 6: Boeing Indemnity against Patent and Copyright Infringement
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PRODUCT ASSURANCE DOCUMENT
PART 1: EXHIBIT C DEFINITIONS
AUTHORIZED AGENT - any agent appointed by Customer to perform
Corrections and to administer warranties pursuant to an authorization agreement
described in Section 6.1.
AVERAGE DIRECT HOURLY LABOR RATE - the average hourly rate (excluding
all fringe benefits, premium-time allowances, social charges, business taxes and
the like) paid by Customer to its Direct Labor employees.
AIRCRAFT SOFTWARE - software that is installed on and used in the
operation of the Aircraft.
BOEING PRODUCT - any system, accessory, equipment, Part, or Aircraft
Software that is (a) manufactured (or compiled) by Boeing, (b) manufactured (or
compiled) or intended to be manufactured (or compiled) to Boeing's detailed
design, or (c) work that is performed by Boeing.
CORRECT OR CORRECTION - to repair or modify (including Boeing providing
to Customer modification kits for a defective product) or to replace a defective
Boeing Product with a new product, whether performed by Customer, Boeing, or
otherwise restores the product to an airworthy condition.
CORRECTED BOEING PRODUCT - a Boeing Product on which a Correction has
been performed.
DIRECT LABOR - labor spent by direct labor employees in performing the
Correction including removal, disassembly, modification, repair, inspection
and/or bench testing (including functional testing) a defective Boeing Product
and reassembly and reinstallation of a Corrected Boeing Product.
DIRECT MATERIALS - materials installed, incorporated, consumed, or
expended in performing a Correction, excluding allowances for administration,
overhead, taxes, customs duties and the like.
SUPPLIER PRODUCT - any system, accessory, equipment, Part, or Aircraft
Software that is not manufactured (or compiled) to Boeing's detailed design.
WARRANTY INSPECTIONS - inspections to or of any Aircraft or Boeing
Products performed, no later than 90 days following expiration of the warranty
period, and which are recommended during the warranty period by a service
bulletin, service letter, other Boeing correspondence, or FAA Airworthiness
Directive which is covered by the Boeing warranty.
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PRODUCT ASSURANCE DOCUMENT
PART 2: BOEING WARRANTY
1. Warranty Applicability.
This warranty applies to the Aircraft and all Boeing Products.
Warranties applicable to Supplier Products are stated in Part 4. Warranties
applicable to Engines will be provided by Supplemental Exhibits to the Purchase
Agreements.
2. Warranty.
2.1 Coverage. Boeing warrants that at the time of each Aircraft
delivery and during the applicable warranty period set forth in Section 3 below:
(i) the Aircraft and all Boeing Products installed
therein will conform to the Detail Specification
except for portions stated expressly in such Detail
Specification to be estimates, approximations or
design objectives;
(ii) the Aircraft and all Boeing Products in the Aircraft
will be free from defects in material and
workmanship, including process of manufacture;
(iii) the Aircraft and all Boeing Products installed in the
Aircraft will be free from (A) defects in design,
including selection of materials, systems,
accessories, equipment, and the process of
manufacture, in view of the state of the art at the
time of the design of the system, accessory,
equipment or part in question, and (B) defects in
design known to Boeing on the date of issuance of the
original FAA type certificate for the Aircraft; and
(iv) the workmanship utilized for the installation and
interfacing of Supplier Products and BFE will be free
from defects.
For purposes of this Product Assurance Document, it is understood that
(a) non-conformance with the Detail Specification whether by omission or by a
defect in material, workmanship or design, (b) defects in material or
workmanship and (c) defects or faults in design are hereinafter collectively
called "defects" or a "defect." Further, the terms system, accessory, equipment
or Part may hereinafter collectively be called "item" or "items."
Any defect in the Boeing workmanship incorporated in the installation of
Supplier Products in the Aircraft, including any failure by Boeing to conform to
the installation instructions of the manufacturers of such items that
invalidates any applicable warranty
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from such manufacturers, shall constitute a defect in workmanship for the
purposes of this Part 2 and shall be covered by the warranty set forth in
Section 2.1(ii).
2.2 Exceptions. The following conditions will not constitute a defect
under this warranty:
(i) conditions resulting from normal wear and tear;
(ii) conditions resulting from negligent acts or omissions
of Customer (other than failure to properly service
and maintain the Aircraft); and
(iii) conditions resulting from failure to properly service
and maintain the Aircraft in accordance with a FAA
approved maintenance program
2.3 Year 2000 Compliant Software.
Boeing warrants to Customer that all Boeing-designed or
created Aircraft Software Boeing supplies to Customer pursuant to the applicable
Purchase Agreements will be "Year 2000 Compliant"; i.e., it will accommodate the
change from the year 1999 to year 2000. In the event such Aircraft Software is
not Year 2000 Compliant at the time of Aircraft delivery to Customer, Boeing
will either modify such Aircraft Software to be Year 2000 Compliant, replace
such non-compliant Aircraft Software with Aircraft Software that is Year 2000
Compliant or provide a reasonable workaround to allow continued use of such
software until final correction to the software can be accomplished.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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3. Warranty Periods.
3.1 Initial Warranty. The initial warranty period for the warranties
described in this Part 2 begins on the date of delivery of the applicable
Aircraft and expires after the expiration of either 36 months or 48 months from
that date depending on the model of the Aircraft as indicated in the table
below.
<TABLE>
<CAPTION>
========================= =========================
48 MONTHS 36 MONTHS
========================= =========================
<S> <C>
777-200 737-300
------------------------- -------------------------
777-300 737-400
------------------------- -------------------------
737-600 737-500
------------------------- -------------------------
737-700 757-200
------------------------- -------------------------
737-800 757-300
------------------------- -------------------------
767-200
------------------------- -------------------------
767-300
------------------------- -------------------------
767-400
------------------------- -------------------------
747-400
========================= =========================
</TABLE>
3.2 Residual Warranty. The warranty period applicable to a Corrected
Boeing Product resulting from a nonconformance to the Detail Specification in
accordance with Section 2.1(i) or a defect in material or workmanship, of the
type described in Section 2.1(ii), is the remainder of the initial warranty
period for the defective Boeing Product it replaced or 90 days after delivery of
the Corrected Boeing Product, whichever period last expires. A Corrected Boeing
Product resulting from a defect in design of the type described in Section
2.1(iii) and (iv) will receive a new 18 month warranty period or the remainder
of the initial warranty period covering that specific design, whichever is
greater. If either a Corrected Boeing Product or a kit for Correction is
provided to Customer but not both, then the new 18 month period begins at the
date of delivery of the Corrected Boeing Product or date of delivery of the kit
or kits furnished to perform the Correction, as applicable. If both a Corrected
Boeing Product and a kit are provided, then the new 18 month period begins on
the date of delivery of the Corrected Boeing Product or date of delivery of the
kit or kits furnished to perform the Correction, whichever is later.
3.3 Survival of Warranties. All warranties set forth in Section 2 above
will survive delivery of each Aircraft as set forth above except that neither
the warranty of conformance to the Detail Specification applicable to Supplier
Products, nor any Performance Guarantees will survive delivery of the Aircraft.
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4. Remedies.
4.1 Defect Correction. Boeing will, at Customer's option, either
promptly Correct or promptly reimburse (as provided below) Customer for the
Correction by Customer (or its contractor) of all defects in Boeing Products
(including defects in conformance to the Detail Specifications other than those
agreed by Customer and Boeing to be acceptable deviations) discovered during the
applicable (initial or residual) warranty period for which Customer has provided
written notice pursuant to Section 6. At Customer's option, defective Boeing
Products may be returned to Boeing for Correction at no charge, or Customer may
Correct any defective Boeing Product and be reimbursed by Boeing for such
Correction, each as provided below.
4.2 Warranty Labor Rate. If Customer Corrects a defective Boeing
Product, Boeing will promptly reimburse Customer for (a) the cost of Direct
Materials expended and (b) the number of expended Direct Labor hours which will
be reimbursed at Customer's Established Warranty Labor Rate. For purposes of
this Product Assurance Document, "Customer's Established Warranty Labor Rate"
will be the greater of the "standard labor rate" or 150% of Customer's Average
Direct Hourly Labor Rate. The "standard labor rate" referred to in the preceding
sentence is the standard labor rate paid by Boeing to its customers and is
established and published annually. Prior to or concurrently with submittal of
Customer's first claim for Direct Labor reimbursement, Customer will notify
Boeing of Customer's then-current Average Direct Hourly Labor Rate, and
thereafter notify Boeing of any material change in such rate. If requested,
Customer shall furnish to Boeing such data as may be reasonably required to
substantiate such rate.
4.3 Warranty Inspections. In addition to the remedies to Correct
defects in Boeing Products, Boeing will reimburse Customer for the cost of all
Direct Labor to perform inspections (covered solely by this Section 4.3) of the
Aircraft to determine whether or not a covered defect exists in a Boeing
Product, provided:
4.3.1 the inspections are Warranty Inspections; and
4.3.2 such reimbursement will not apply to any Warranty
Inspections performed as an alternative to accomplishing a Correction when
Customer is given notice of the Correction by Boeing and the Correction is
available to Customer at the time such inspections are performed unless the
continued inspections are recommended by Boeing.
4.4 Credit Memorandum Reimbursement. All reimbursements made by Boeing
under this warranty will be in the form of Boeing credit memoranda which
Customer will be entitled to use in lieu of cash payments to pay, in whole or in
part, for the purchase of goods and services provided by Boeing and/or its
Affiliates, excluding payment for the Aircraft.
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4.5 Maximum Reimbursement. Unless otherwise agreed in writing, prior to
a Correction, the maximum reimbursement for Direct Labor and Direct Materials
used in Correcting a defective Boeing Product will not exceed 65% of Boeing's
then-current sales price for a new replacement Boeing Product or in specific
instances such other percentage of the then-current sales prices as may be
mutually agreed by Boeing and Customer.
4.6 Duplicate Product Assurance Remedies. Boeing shall not be obligated
to provide Customer any remedy which is a duplicate of any other remedy which
has been provided to Customer under any part of this Product Assurance Document,
provided however, that Customer at all times shall be entitled to the most
favorable of any duplicate remedy.
5. Discovery and Notice.
5.1 Valid Claim. For a claim to be valid:
(i) the defect must be discovered during the warranty
period; and
(ii) Boeing Product Assurance Contracts (whose address
will be provided to Customer in writing) must receive
written or telegraphic notice of the discovery within
90 days after expiration of the applicable (initial
or residual) warranty period. The notice must include
the information required by Section 6.2.1.
5.2 Notice. Receipt of Customer's notice of the discovery of a defect
secures Customer's rights to remedies under this Product Assurance Document,
whether or not Customer has Corrected the defect at the time of the notice or
Boeing requests additional information regarding the defect or claim.
5.3 Claim Submittal. Once Customer has given valid notice of the
discovery of a defect, claims may be submitted at any time after the defect is
Corrected.
5.4 Service Bulletins. Boeing may release service bulletins or service
letters advising Customer of the availability of certain warranty remedies. When
such advice is provided, Customer will be deemed to have fulfilled the
requirements for discovery of the defect and submittal of notice in this Product
Assurance Document as of the date specified in the service bulletin or service
letter.
6. Filing a Claim.
6.1 Authority to File. Claims may be filed by Customer or any
Authorized Agents who Customer empowers to act on Customer's behalf.
Empowerments will only be effective upon Boeing's receipt of the Authorized
Agent's express written agreement, in form reasonably satisfactory to Boeing, to
be bound by and to comply with all applicable terms and conditions of this AGTA.
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6.2 Claim Information.
6.2.1 All claims will at a minimum include the following:
(i) identity of claimant;
(ii) serial or block number of the Aircraft on
which the defective Boeing Product was
delivered;
(iii) part number of defective Boeing Product if
available;
(iv) description of the claimed defect and
reasonable proof that the defect exists; and
(v) date the defect was discovered.
6.2.2 Additional information may be reasonably required based
on the nature of the defect and the remedies requested. Boeing will promptly
request such additional information from Customer.
6.2.3 Boeing may reject a claim which does not comply with the
requirements of this Section 6.2.
6.3 Boeing Claim Processing.
6.3.1 All claims must be signed and submitted directly by
Customer or its Authorized Agent to Boeing Product Assurance Contracts.
6.3.2 Boeing will promptly review the claim and give prompt
notification of claim approval or rejection. If the claim is rejected, then
Boeing will promptly provide written explanation as to the reason for such
rejection. In the event of rejection, Customer will have the opportunity to
resubmit the claim in accordance with the above procedures if additional
information not provided in the initial claim becomes available.
7. Corrections Performed by Customer.
7.1 Facilities Requirements. Customer may at its option perform
Corrections to Boeing Products or may subcontract Corrections to an Authorized
Agent of Customer.
7.2 Technical Requirements. All Corrections performed by Customer or
its Authorized Agent must be performed in accordance with Boeing's applicable
service manuals, bulletins or other written instructions provided in advance by
Boeing to Customer, using parts and materials furnished or approved by Boeing.
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7.3 Claims for Reimbursement.
7.3.1 As stated in Section 4 above, Boeing will promptly
reimburse Customer for reasonable costs of Direct Labor and Direct Materials,
excluding time expended for normal overhaul, to perform a Correction to a
defective Boeing Product. Customer's claim for reimbursement must contain
reasonably sufficient information to substantiate Direct Labor hours expended
and Direct Materials consumed. Customer or its Authorized Agent may be required
to produce invoices for materials. Boeing will also reimburse actual Direct
Labor hours reasonably necessary for interim repairs performed prior to a final
correction, if the repair and procedure is approved by Boeing. Direct Labor for
which Customer is reimbursed under this Section 7.3.1 includes work performed
towards a Correction that does not fully correct the defect if Boeing
instructions were not sufficient to Correct the defect.
7.3.2 Notwithstanding anything to the contrary contained
herein, reimbursement for Direct Labor hours to perform Corrections defined in a
service bulletin or service letter will be based on the labor estimates in the
service bulletin or service letter.
7.4 Disposition of Defective Boeing Products Beyond Economical Repair.
7.4.1 Unless Customer has received confirmation from Boeing or
its on-site customer services representative in accordance with Section 7.4.2,
defective Boeing Products that are found to be beyond economical repair will be
retained for a period of 60 days from the date Boeing receives Customer's claim
for such parts. Boeing may request return, at Boeing's expense, of such Boeing
Products during the 60 day period for inspection and confirmation of defect.
7.4.2 If after the 60 day holding period, Customer has not
received a request for return of a defective Boeing Product from Boeing, such
Boeing Product with a value of U.S. $2000 or less may be scrapped without
notification to Boeing. If such Boeing Product has a value greater than U.S.
$2000, Customer must obtain confirmation of unrepairability by Boeing's on-site
customer services representative prior to scrapping. Confirmation may be in the
form of the customer services representative's signature on Customer's claim or
through direct communication between the customer services representative and
Boeing Product Assurance Contracts.
8. Corrections Performed by Boeing.
Customer may, at its option, return Boeing Products to Boeing for
correction in which event the following provisions shall apply with respect to
each Boeing Product so returned to Boeing for Correction in accordance with this
Part 2 of this Product Assurance Document.
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8.1 Freight Charges. Customer will pay freight charges to return a
defective Boeing Product to Boeing. Boeing will promptly reimburse Customer for
the charge for any item determined to be defective under this Product Assurance
Document. Boeing will pay freight charges to return the Corrected Boeing
Product.
8.2 Customer Instructions. The documentation shipped with the returned
defective Boeing Product may include specific technical instructions for work to
be performed on the Boeing Product or written request to contact Customer prior
to commencing any Corrections. The absence of such instructions or request will
evidence Customer's authorization for Boeing to proceed to perform all
reasonably necessary Corrections and work required to return the Boeing Product
to a serviceable condition.
8.3 Correction Time Objectives.
8.3.1 All Corrections shall be performed by or for Boeing at
Boeing's expense with reasonable care and dispatch in order that the Aircraft or
Boeing Product involved will not be kept out of service longer than necessary.
Boeing's objective for making Corrections is 10 working days for avionics and
electronic Boeing Products, 30 working days for other Boeing Products Corrected
at Boeing's facilities, and 40 working days for other Boeing Products Corrected
at a Boeing subcontractor's facilities. The objectives are measured from the
date Boeing receives the defective Boeing Product and a valid claim to the date
Boeing ships the Corrected Boeing Product.
8.3.2 If Boeing reasonably believes that it will exceed or
does exceed a Correction time objective and Customer has procured spare Boeing
Products for the defective Boeing Product in quantities shown in Boeing's
Recommended Spare Parts List (RSPL), then Boeing will either expedite the
Correction to meet Customer's completion date or provide a similar Boeing
Product on a no-charge loan or lease basis until a Corrected Boeing Product is
returned to Customer.
8.4 Title Transfer and Risk of Loss.
8.4.1 Title to and risk of loss of any Boeing Product returned
to Boeing will at all times remain with Customer or any other title holder of
such Boeing Product. While Boeing has possession of the returned Boeing Product,
Boeing will have only such liabilities as a bailee for mutual benefit would
have, but will not be liable for loss of use.
8.4.2 If Correction of a defect requires shipment of a new
Boeing Product, then at the time Boeing ships the new item, title to and risk of
loss for the returned Boeing Product will pass to Boeing, and title to and risk
of loss for the new Boeing Product will pass to Customer.
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9. Returning an Aircraft.
9.1 Conditions. Unless Boeing and Customer agree otherwise, an Aircraft
may be returned to Boeing's facilities, or such other facility as may be
mutually agreed to, for Correction only if a defect occurs during the ferry
flight following delivery or if:
(i) Boeing and Customer agree a defect exists;
(ii) Customer lacks access to either its own adequate
facilities (or its contractor's facilities if used by
Customer in the normal course of its business),
equipment, qualified personnel, or data to perform
the Correction; and
(iii) it is not practical, in Boeing's reasonable
estimation, to dispatch Boeing personnel to perform
the Correction at a remote site.
9.2 Correction Costs. In the event an Aircraft is returned to Boeing
facilities, Boeing will perform the Correction at no charge to Customer in
accordance with the Correction objectives and other conditions herein. Subject
to the conditions of Section 9.1, Boeing will promptly reimburse Customer for
the costs of fuel, oil and landing fees incurred in ferrying the aircraft to
Boeing and back to Customer's facilities. Customer will use reasonable efforts
to minimize the length of both flights.
9.3 Separate Agreement. Boeing and Customer will enter into a separate
agreement covering return of the Aircraft and performance of the Correction.
Customer may be invoiced for work performed by Boeing that is not part of the
Correction if and to the extent authorized by Customer within a reasonable
period of time.
10. Customer's Indemnification of Boeing.
The provisions of Section 8.2, "Title and Risk with Customer", of the
AGTA will apply to any work performed with due care by Boeing in conformity with
Customer's specific technical instructions, to the extent any legal liability of
Boeing is based upon Boeing's performing such work in conformance with the
content of such instructions.
11. Disclaimer and Release; Exclusion of Liabilities.
11.1 DISCLAIMER AND RELEASE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
ELSEWHERE IN THE AGTA OR THE PURCHASE AGREEMENT, THE WARRANTIES, OBLIGATIONS AND
LIABILITIES OF BOEING AND THE REMEDIES OF CUSTOMER STATED IN THIS PRODUCT
ASSURANCE DOCUMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY
WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND
LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER
AGAINST BOEING,
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EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING PROVIDED UNDER THIS AGTA
AND THE APPLICABLE PURCHASE AGREEMENTS, INCLUDING, BUT NOT LIMITED TO:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
(C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN
TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF
BOEING; AND
(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
LOSS OF OR DAMAGE TO ANY AIRCRAFT.
11.2 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING WILL HAVE NO
OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT,
WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING, OR OTHERWISE, FOR LOSS OF
USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES
WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT, BOEING PRODUCT OR
OTHER THING PROVIDED UNDER THIS AGTA AND THE APPLICABLE PURCHASE AGREEMENTS.
11.3 Definitions. For the purpose of this Section 11, "BOEING" or
"Boeing" is defined as The Boeing Company, its divisions, subsidiaries,
Affiliates, the assignees of each, and their respective directors, officers,
employees and agents.
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PRODUCT ASSURANCE DOCUMENT
PART 3: BOEING SERVICE LIFE POLICY
1. Definitions.
FAILED COMPONENT - a SLP Component in which a Failure has occurred.
FAILURE - means any defect, failure or breakage, in a SLP Component.
SLP COMPONENT - the items listed in Supplemental Exhibit SLP1 to the
applicable Purchase Agreement for a specific model of Aircraft that is installed
in the Aircraft at the time of delivery or is purchased from Boeing by Customer
as a spare part, or is purchased from Boeing or delivered by Boeing as a
Correction or replacement under this Product Assurance Document.
POLICY - the Service Life Policy contained in this Part 3 to the
Product Assurance Document.
2. Service Life Policy.
2.1 SLP Commitment. If a Failure occurs in a SLP Component within the
time periods specified in Section 2.2 below, Boeing will as promptly as
practicable, at a price calculated pursuant to Section 3 below, either (i)
design and furnish to Customer a Correction of the Failed Component (including
Boeing standard parts but excluding industry standard parts), (ii) design and
furnish to Customer materials required to Correct or repair the Failed Component
(including Boeing standard parts but excluding industry standard parts) or (iii)
furnish to Customer a replacement SLP Component for the Failed Component.
2.2 SLP Policy Periods.
2.2.1 The Policy period for SLP Components initially installed
on an Aircraft is 12 years after delivery of the Aircraft.
2.2.2 The Policy period for SLP Components purchased from
Boeing by Customer as spare parts is 12 years after delivery of such SLP
Component, or 12 years after delivery of the last new Aircraft of a specific
model, whichever first expires.
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3. Price.
The price that Customer will pay for the correction or replacement of a
Failed Component will be calculated pursuant to the following formula:
P = C*T
---
144
where:
P = price to Customer
C = SLP Component sales price at time of correction or
replacement
T = total age in months (to the nearest month) of the
Failed Component from the date of delivery of Failed
Component to Customer to the date of correction or
replacement.
4. Conditions and Limitations.
Boeing's obligations under this Policy are conditioned upon the
following:
4.1 Customer must notify Boeing of the Failure within three months
after it becomes apparent.
4.2 Customer must provide reasonable evidence that the claimed defect
or Failure is covered by this Policy and, if requested by Boeing, that such
defect or Failure was not the result of (i) a defect or Failure in a component
not covered by this Policy, (ii) an extrinsic force, or (iii) a negligent or
improper act or omission of Customer, including, without limitation, operation
or maintenance contrary to applicable governmental regulations or Boeing's
applicable service bulletins, service letters, maintenance manuals, overhaul
manuals and other written Boeing instructions provided to Customer by Boeing
prior to such alleged negligent or improper act or omission of Customer.
4.3 If return of a Failed Component is practicable and requested by
Boeing, Customer will return such Failed Component to Boeing at Boeing's
expense.
4.4 Customer's rights and remedies under this Policy are limited to the
receipt of corrective materials or replacement components at prices calculated
pursuant to Section 3 above. If corrections or replacements are performed by
Boeing at Customer's request, the rates charged Customer for such installation
shall not exceed the rates charged other commercial customers of Boeing during
substantially the same time period.
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5. Disclaimer and Release; Exclusion of Liabilities.
This Part 3 and the rights and remedies of Customer and the obligations
of Boeing are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES provisions of Section 11 of Part 2 of this
Product Assurance Document.
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PRODUCT ASSURANCE DOCUMENT
PART 4: SUPPLIER WARRANTY COMMITMENT
1. Supplier Warranties and Supplier Patent Indemnities.
Boeing will obtain adequate warranties and indemnities against patent
and copyright infringement enforceable by Customer from all suppliers and
manufacturers (Suppliers) of Supplier Products (and their replacements under
this Product Assurance Document) installed on the Aircraft at the time of
delivery. Boeing will furnish copies of the warranties and patent indemnities to
Customer as soon as available but no later than delivery of the first Aircraft
of a model.
2. Boeing Assistance in Administration of Supplier Warranties.
Customer will be responsible for submitting warranty claims directly to
Suppliers; however, if Customer experiences problems enforcing any Supplier
warranty obtained by Boeing for Customer, Boeing will promptly conduct an
investigation of the problem, report to Customer the results of its
investigation, and assist Customer in the resolution of those claims. To the
extent warranties are for the benefit of Boeing only and not enforceable by
Customer, Customer may submit its claim to Boeing and Boeing will promptly
enforce such warranty against the applicable Supplier.
3. Boeing Support in Event of Supplier Default.
3.1 In the event that:
3.1.1 any Supplier, under any Supplier warranty obtained by
Boeing pursuant to Section 1 above, defaults in the performance of any material
obligation contained in such Supplier warranty, with respect to a defect in
material or workmanship or a defect in design in any Supplier Product (and their
replacements under the Product Assurance Document) installed in the Aircraft at
the time of delivery, and
3.1.2 Customer submits to Boeing Product Assurance Contracts,
reasonable proof that such default has occurred, then the warranty set forth in
Section 2.1(ii) or 2.1(iii), as the case may be, of Part 2 of the Product
Assurance Document, and Sections 3.1 through Section 11.3 of such Part 2, shall
apply to such defect to the same extent as if such Supplier Product (or
replacement pursuant to this Product Assurance Document) were a Boeing Product,
except that:
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(i) the warranty period with respect to such Supplier
Product shall be the longer of the applicable period set forth in such Supplier
warranty, if a warranty period is expressly set forth therein, or the warranty
period set forth in Section 3.1 of Part 2 of this Product Assurance Document,
and
(ii) the warranty notice period shall be as specified
in Section 5 of Part 2 of this Product Assurance Document.
3.2 At Boeing's request, Customer will assign to Boeing, and Boeing
will be subrogated to, its rights against the Supplier provided by the Supplier
warranty.
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PRODUCT ASSURANCE DOCUMENT
PART 5: BOEING INTERFACE COMMITMENT
1. Interface Problems.
If Customer experiences any technical problems in the operation of an
Aircraft or its systems, the cause of which is not readily identifiable by
Customer but which Customer believes to be attributable to the design
characteristics of the Aircraft or one or more of its systems, defined as an
Interface Problem, Boeing will, without additional charge to Customer, promptly
conduct an investigation and analysis to determine the cause or causes of the
Interface Problem and to recommend such corrective action as may be feasible. At
the reasonable request of Boeing, Customer will furnish to Boeing all data and
information in its possession reasonably relevant to the Interface Problem and
will reasonably cooperate with Boeing in the conduct of investigations and tests
which may be required. Boeing will promptly advise Customer in writing at the
conclusion of its investigation of Boeing's opinion as to the causes of the
Interface Problem and Boeing's recommendation as to corrective action.
2. Boeing Responsibility.
If Boeing determines that the Interface Problem is primarily
attributable to the design of any Boeing Product, Boeing will Correct the design
of such item to the extent of any then-existing obligations of Boeing under the
provisions of the applicable Boeing warranty or Boeing Service Life Policy.
3. Supplier Responsibility.
If Boeing determines that the Interface Problem is primarily
attributable to the design of an item not manufactured to Boeing's detailed
design, Boeing will reasonably assist Customer in processing a warranty claim
against the Supplier of the item. Boeing will also take whatever reasonable
action is permitted by its contracts with such Supplier in an effort to obtain a
correction of the Interface Problem acceptable to Customer. If the Supplier
fails within a reasonable period of time to take appropriate action on Boeing's
recommendation as to the necessary corrective action and Customer submits to
Boeing, within a reasonable period of time, proof of such failure, then Boeing
shall take action in accordance with the provisions of the Supplier Warranty
Commitments (Part 4 to this Product Assurance Document).
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4. Joint Responsibility.
If Boeing determines that the Interface Problem is partially
attributable to the design of a Boeing Product and partially attributable to a
Supplier Product, Boeing will promptly seek a solution to the Interface Problem
through the cooperative efforts of Boeing and the Supplier of the other item and
will promptly advise Customer of such corrective actions as may be proposed by
Boeing and such Supplier; such proposal to be consistent with any then existing
obligations of Boeing and such Supplier. If such proposal is acceptable to
Customer, the proposed action shall be taken.
5. General.
Customer will, if requested by Boeing, assign to Boeing subject to
mutually agreed terms, any of its rights against any supplier as Boeing may
reasonably require to fulfill its obligations under this Boeing Interface
Commitment.
6. Disclaimer and Release; Exclusion of Liabilities.
This Part 5 and the rights and remedies of Customer and the obligations
of Boeing herein are subject to the DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES provisions of Section 11 of Part 2 of this
Product Assurance Document.
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PRODUCT ASSURANCE DOCUMENT
PART 6: BOEING INDEMNITIES AGAINST PATENT
AND COPYRIGHT INFRINGEMENT
1. Indemnity Against Patent Infringement.
Subject to the exceptions, limitations and conditions set forth in this
Part 6, Boeing will indemnify Customer with respect to all claims, suits and
liabilities arising out of any actual or alleged patent infringement through its
use, lease or resale of any Aircraft or any Boeing Product installed on an
Aircraft at delivery.
2. Indemnity Against Copyright Infringement.
Subject to the exceptions, limitations and conditions set forth in this
Part 6, Boeing will indemnify Customer with respect to all claims, suits and
liabilities arising out of any actual or alleged copyright infringement through
its use, lease or resale of any computer software installed on an Aircraft at
delivery.
3. Exceptions, Limitations and Conditions.
3.1 Boeing's obligation to indemnify Customer for patent infringement
will extend only to infringements in countries which, at the time of the
infringement, were party to and fully bound by either (a) Article 27 of Chicago
Convention on International Civil Aviation of December 7, 1944, or (b) the
International Convention for the Protection of Industrial Property (Paris
Convention).
3.2 Boeing's obligation to indemnify Customer for copyright
infringement is limited to infringements in countries which, at the time of the
infringement, are members of The Berne Union and recognize computer software as
a "work" under The Berne Convention.
3.3 The indemnities provided under this Part 6 will not apply to BFE,
Engines, any system, accessory, equipment, Part or software (i) not manufactured
to Boeing's detailed design; (ii) manufactured to Boeing's detailed design
without Boeing's authorization; or (iii) used other than for its intended
purpose.
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3.4 Customer must deliver written notice to Boeing (i) within 10 days
after Customer first receives written notice of any suit or other formal action
against Customer and (ii) within 20 days after Customer first receives any
written allegation or written claim of infringement covered by this Part 6.
Notwithstanding the preceding sentence, failure to so notify Boeing shall not
relieve it of any liability that it may have to Customer except to the extent
that Boeing demonstrates that the defense of such action or claim is prejudiced
thereby.
3.5 In the event that such action or claim shall be brought, Boeing
may, at any stage in the proceedings and at its option and expense following
prior written notice to Customer: (i) negotiate with any party claiming
infringement (ii) intervene in any infringement suit or action covered by this
indemnity, (iii) assume or control the defense of any infringement suit or
action covered by this indemnity, and/or (iv) attempt to resolve any claim of
infringement covered by these indemnities by replacing the allegedly infringing
Aircraft or any Boeing Product installed on an Aircraft at delivery (or
replacement part provided by Boeing thereafter under this Purchase Agreement) or
any computer software installed on an Aircraft at delivery (or replacement
computer software provided by Boeing thereafter under this Purchase Agreement)
with a noninfringing equivalent.
3.6 Customer will use best reasonable efforts to promptly furnish to
Boeing all data, records and assistance within its possession or control which
Boeing considers relevant or material to any alleged infringement covered by
this Part 6.
3.7 Except as required by a final judgment entered against Customer by
a court of competent jurisdiction from which no appeals can be or have been
filed, Customer will obtain Boeing's written approval prior to paying,
committing to pay, assuming any obligation or making any material concession
relative to any infringement covered by these indemnities.
3.8 BOEING WILL HAVE NO OBLIGATION OR LIABILITY UNDER THIS PART 6 FOR
LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL
DAMAGES. THE OBLIGATIONS OF BOEING AND REMEDIES OF CUSTOMER STATED IN THIS PART
6 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER HEREBY WAIVES, RELEASES
AND RENOUNCES ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BOEING AND
ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF CUSTOMER AGAINST BOEING OR ANY ASSIGNEE
OF BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
ACTUAL OR ALLEGED PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT
OR THE LIKE BY ANY AIRCRAFT OR ANY SYSTEM, ACCESSORY, EQUIPMENT, PART OR
SOFTWARE RELATED TO ANY AIRCRAFT.
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3.9 For the purposes of this Part 6, "BOEING" or "Boeing" is defined as
The Boeing Company, its divisions, wholly owned subsidiaries, the permitted
assignees of each and their respective directors, officers, employees and
agents.
3.10 For the purposes of this Part 6, "Customer" is defined as American
Airlines, Inc., its divisions, wholly owned subsidiaries, the permitted
assignees of each and their respective directors, officers, employees and
agents.
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<PAGE> 60
EXHIBIT D
TO
AIRCRAFT GENERAL TERMS AGREEMENT NO. AGTA-AAL
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
AIRFRAME ESCALATION ADJUSTMENT DOCUMENT
D
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EXHIBIT D
AIRFRAME ESCALATION ADJUSTMENT DOCUMENT
1. Formula.
The Escalation Adjustment to the Airframe Price and the Optional
Features Price will be determined at the time of delivery of an Aircraft in
accordance with the following formula:
Pa = (P(o))(L + M - 1)
Where:
P a = Escalation Adjustment to the Airframe Price and
the Optional Features Price. (For Model 737-600,
737-700 and 737-800, the Airframe Price includes the
Engine Price.)
P(o) = Airframe Price and Optional Features Price (as set
forth in the Purchase Agreement).
L = .65 x ECI(n)
------
ECI(o)
In determining the value of L, the ratio of ECI(n) divided
by ECI(o) shall be expressed as a decimal rounded to the
nearest ten-thousandth and then multiplied by 0.65, with
the resulting value also expressed as a decimal and rounded
to the nearest ten-thousandth.
M = .35 x ICI(n)
------
ICI(o)
In determining the value of M, the ratio of ICI(n) divided
by ICI(o) shall be expressed as a decimal rounded to the
nearest ten-thousandth and then multiplied by 0.35, with
the resulting value also expressed as a decimal and rounded
to the nearest ten-thousandth.
ECI(n) = the three-month arithmetic average value
(expressed as a decimal and rounded to the
nearest tenth) of the "Employment Cost Index for
Workers in Aerospace Manufacturing" (ECI code
3721, base year 1989 = 100), as
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<PAGE> 62
released by the U.S. Department of Labor, Bureau
of Labor Statistics for the fifth, sixth and
seventh months prior to the Scheduled Delivery
Month of the applicable Aircraft. As the
Employment Cost Index values are only released
on a quarterly basis, the value released for the
month of March will be used for the months of
January and February; the value for June used
for April and May; the value for September used
for July and August; and the value for December
used for October and November.
ECI(o) = the value specified in Table 1 to the Purchase
Agreement, which value is equal to the
three-month arithmetic average value (expressed
as a decimal and rounded to the nearest tenth)
of the "Employment Cost Index for Workers in
Aerospace Manufacturing" (ECI code 3721), as
released by the U.S. Department of Labor, Bureau
of Labor Statistics for the fifth, sixth and
seventh months prior to the month and year
specified as "Price Base Year" in Table 1 of the
Purchase Agreement. As the Employment Cost Index
values are only released on a quarterly basis,
the value released for the month of March will
be used for the months of January and February;
the value for June used for April and May; the
value for September used for July and August;
and the value for December used for October and
November.
ICI(n) = the three-month arithmetic average (expressed
as a decimal and rounded to the nearest tenth)
of the "Producer Prices and Price Index" of the
Industrial Commodities Index (base year 1982 =
100), as released by the U.S. Department of
Labor, Bureau of Labor Statistics, for the
fifth, sixth and seventh months prior to the
Scheduled Delivery Month of the applicable
Aircraft.
ICI(o) = the value specified in Table 1 to the Purchase
Agreement, which value is equal to the
three-month arithmetic average (expressed as a
decimal and rounded to the nearest tenth) of the
"Producer Prices and Price Index" of the
Industrial Commodities Index, as released by the
U.S. Department of Labor, Bureau of Labor
Statistics, for the fifth, sixth and seventh
months prior to the month and year specified as
"Price Base Year" in Table 1 of the Purchase
Agreement.
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<PAGE> 63
Note: i. As an example, with respect to ECI(n) and ICI(n) above, for
an Aircraft having a Scheduled Delivery Month of January, the
months June, July and August of the preceding year will be utilized
in determining the value of ECI(n) and ICI(n).
ii. .65 is the numeric ratio attributed to labor in the formula
for the Escalation Adjustment to the Airframe Price and the
Optional Features Price.
iii. .35 is the numeric ratio attributed to materials in the
formula for the Escalation Adjustment to the Airframe Price and the
Optional Features Price.
2. Values to be Utilized in the Event of Unavailability or Revision of
Methodology.
2.1 If, prior to the delivery of an Aircraft, the Bureau of Labor
Statistics substantially revises the methodology used for the determination of
the indices to be used to determine the ECI and ICI values (in contrast to
benchmark adjustments or other corrections of previously released indices), or
for any reason has not released indices needed to determine the applicable
Escalation Adjustment to the Airframe Price and the Optional Features Price, the
parties will, prior to the delivery of such Aircraft, select a substitute index
from other Bureau of Labor Statistics data or similar data reported by
non-governmental organizations. Such substitute index will result in the same
adjustment, insofar as possible, as would have been achieved by continuing to
use the original index as such index may have fluctuated during the applicable
time period had such index not been discontinued or revised. However, if within
24 months from delivery of the Aircraft, the Bureau of Labor Statistics should
resume releasing indices without a revision in methodology for the months needed
to determine the Escalation Adjustment to the Airframe Price and the Optional
Features Price, such indices will be used to determine any increase or decrease
in the Escalation Adjustment to the Airframe Price and the Optional Features
Price for the Aircraft from that determined at the time of delivery of the
Aircraft.
2.2 Notwithstanding Section 2.1 above, if prior to the Scheduled
Delivery Month of an Aircraft, the Bureau of Labor Statistics changes the base
year for determination of the ECI and ICI values as defined above, such rebased
values will be incorporated in the Escalation Adjustment calculation.
2.3 In the event escalation provisions are made non-enforceable or
otherwise rendered void by any agency of the United States Government, the
parties agree, to the extent they may lawfully do so, to equitably adjust the
Aircraft Price of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring since February
1995, which is consistent with the applicable provisions of Section 1 of this
Exhibit D.
2.4 Boeing will submit either a supplemental invoice or refund the
amounts due Customer as appropriate to reflect any increase or decrease in the
Escalation
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<PAGE> 64
Adjustment for an Aircraft made pursuant to Section 2.1 above. Any payments due
to Boeing or Customer shall be made with reasonable promptness.
Note: i. The indices, released by the Bureau of Labor Statistics and
available to Boeing 30 days prior to the Scheduled Delivery Month
of an Aircraft, will be used to determine the ECI and ICI values
for the applicable months (including those noted as preliminary by
the Bureau of Labor Statistics) to calculate the Escalation
Adjustment for the Aircraft invoice at the time of delivery. The
values will be considered final and no increase or decrease in the
Escalation Adjustment for an Aircraft will be made after Aircraft
delivery for any subsequent changes in published indices.
ii. Any rounding of all numbers under this Exhibit D with
respect to calculating the Escalation Adjustment shall be
accomplished as follows: if the first digit of the portion to be
dropped from the number to be rounded is five or greater, then the
preceding digit shall be raised to the next higher number.
D
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<PAGE> 65
Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
SAMPLE INSURANCE CERTIFICATE (CUSTOMER)
================================================================================
BROKER'S LETTERHEAD
================================================================================
[date]
Certificate of Insurance Ref. No.
----------------
THIS IS TO CERTIFY TO:
The Boeing Company
Post Office Box 3707
Mail Stop 13-57
Seattle, Washington 98124
Attn: Manager - Aviation Insurance for
Vice President - Employee Benefits,
Insurance and Taxes
CC: Boeing Commercial Airplane Group
P.O. Box 3707
Mail Stop 75-38
Seattle, Washington 98124-2207
Attn: Vice President - Contracts
that Insurers, EACH FOR HIS OWN PART AND NOT ONE FOR THE OTHER, are providing
the following insurance:
NAMED INSURED: AMERICAN AIRLINES, INC.
ADDRESS OF INSURED: P.O. BOX 619616
DALLAS/FT. WORTH AIRPORT, TX 75261-9616
PERIOD OF INSURANCE: SEE ATTACHED SCHEDULE OF INSURERS
GEOGRAPHICAL LIMITS: WORLDWIDE
EQUIPMENT INSURED: ALL BOEING [MODEL] [TYPE] AIRCRAFT OWNED OR OPERATED BY
AMERICAN THAT ARE THE SUBJECT OF THAT CERTAIN PURCHASE
AGREEMENT NO._______ DATED _______, 1997 BETWEEN
AMERICAN AND BOEING, AS MORE PARTICULARLY DESCRIBED ON
THE ATTACHED SCHEDULE OF AIRCRAFT, AS SUCH SCHEDULE MAY
BE AMENDED FROM TIME TO TIME.
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<PAGE> 66
Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
DESCRIPTION OF COVERAGES
A. AIRCRAFT HULL INSURANCE All risks of ground and flight physical damage
coverage in respect of all aircraft owned by,
leased to or operated by the Named Insured,
including the Aircraft and any engines
(including the Engines) and any parts
(including the Parts) while attached to any
such Aircraft or removed therefrom but not
replaced, subject to policy terms, conditions,
limitations, exclusions and deductibles.
AMOUNT OF INSURANCE: Agreed Value (as per Policy terms and
conditions).
B. AIRCRAFT LIABILITY INSURANCE [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
LIMIT OF LIABILITY: [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2
<PAGE> 67
Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
SPECIAL PROVISIONS APPLICABLE TO THE ADDRESSEE(S)
Subject to the policy terms, conditions, limitations, exclusions and deductibles
and solely with respect to Purchase Agreement No._____ dated as of _____, 1997
(the "Purchase Agreement") between American and The Boeing Company ("Boeing"),
the policies set forth in the attached Schedule of Insurers are amended to
include the following:
1. Solely with respect to Aircraft Liability Insurance, Boeing is included
as an additional Insured, but only to the extent that American is
obligated by its agreements to indemnify and hold harmless Boeing under
Section 8.2.1 of the Aircraft General Terms Agreement, AGTA-AAL,
applicable to the Purchase Agreement and then only to the extent of
coverage provided by the policy;
2. Solely with respect to Aircraft Hull Insurance, each Insurer agrees to
waive any rights of subrogation against Boeing to the extent that
American has waived such rights by the terms of its agreements to
indemnify Boeing pursuant to the Purchase Agreement;
3. Solely with respect to Aircraft Liability Insurance, to the extent
Boeing is insured hereunder, such insurance shall not be invalidated or
minimized by any action or inaction, omission or misrepresentation by
the Insured regardless of any breach or violation of any warranty,
declaration or condition contained in such policies;
4. Solely with respect to Aircraft Liability Insurance, to provide that
all provisions of the insurance coverages referenced above, except the
limits of liability, will operate to give each Insured or additional
insured the same protection as if there were a separate Policy issue to
each;
5. Solely with respect to Aircraft Liability Insurance, such insurance
will be primary and not contributory nor excess with respect to any
other insurance available for the protection of Boeing, but only to the
extent that American is obligated by its agreements to indemnify and
hold harmless Boeing under Section 8.2.1 of the Aircraft General Terms
Agreement, AGTA-AAL, applicable to the Purchase Agreement and then only
to the extent of coverage provided by the policy;
6. Each of the Aircraft Liability Insurance policy and Aircraft Hull
Insurance policy provides that: Boeing shall not have any obligation or
liability for premiums, commissions, calls or assessments in connection
with such insurance;
7. With respect to the Aircraft Liability Insurance, if a policy is
canceled for any reason whatsoever, any substantial change is made
which would reduce the amount of coverage as certified herein, or if a
policy is allowed to lapse for nonpayment of premium, such
cancellation, change or lapse shall not be effective as to Boeing for
thirty (30) days after receipt by Boeing of written notice from the
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<PAGE> 68
Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
Insurers or their authorized representatives or Broker of such
cancellation, change or lapse; and
8. For the purposes of the Certificate, "Boeing" is defined as The Boeing
Company, its divisions, any wholly-owned subsidiary of The Boeing
Company which is assigned any rights or obligations in accordance with
Article 9.1 of the AGTA, the assignees of each permitted under the
applicable Purchase Agreement, provided that such assignees or
subsidiaries have performed services under Exhibit B to the AGTA and
Supplemental Exhibit CS1 to the Purchase Agreement, and their
respective directors, officers and employees."
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<PAGE> 69
Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
AMR CORPORATION, AMERICAN AIRLINES, INC.,
AND ALL THEIR SUBSIDIARIES
SCHEDULE OF SUBSCRIBING INSURERS
POLICY TERM: DECEMBER 1, 1996 TO DECEMBER 1, 1997
COVERAGES:
Aircraft Hull and Liability Insurance
POLICY
SUBSCRIBING INSURERS FOR 100% PARTICIPATION NUMBER
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
SEVERAL LIABILITY NOTICE
The subscribing insurers' obligations under contracts of insurance to which
they subscribe are several and not joint and are limited solely to the extent of
their individual subscriptions. The subscribing insurers are not responsible for
the subscription of any co-subscribing insurer who for any reason does not
satisfy all or part of its obligation.
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Appendix I to Aircraft General Terms Agreement No. AGTA-AAL
Subject to the terms, conditions, limitations and exclusions of the relative
policies except for the specific declarations contained in this certificate.
(signature)
(typed name)
(title)
6
<PAGE> 71
Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
PURCHASE AGREEMENT ASSIGNMENT
This PURCHASE AGREEMENT ASSIGNMENT (this "Assignment"), dated
as of [__________, ____], is between AMERICAN AIRLINES, INC., a Delaware
corporation (together with its successors and permitted assigns, the
"Assignor"), and [____________], a [__________] corporation (the "Assignee").
W I T N E S S E T H :
WHEREAS, the Assignor and the Manufacturer (as hereinafter
defined) are parties to the Purchase Agreement (as hereinafter defined),
providing, among other things, for the manufacture and sale by the Manufacturer
to the Assignor of certain aircraft, engines and related equipment, including
the Aircraft (as hereinafter defined) covered by the Participation Agreement (as
hereinafter defined); and
WHEREAS, the Assignee wishes to acquire title to the Aircraft
from the Assignor, and the Assignor, on the terms and conditions hereinafter set
forth, is willing to assign to the Assignee certain of the Assignor's rights in
and interests under the Purchase Agreement, and the Assignee is willing to
accept such assignment as hereinafter set forth; and
WHEREAS, such acquisition and assignment are intended to
permit consummation of the transactions contemplated by the Participation
Agreement; and
WHEREAS, the Manufacturer is willing to execute and deliver to
the Assignee a Consent and Agreement (the "Consent and Agreement") to the
provisions hereof in substantially the form of Annex A hereto;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
1. For all purposes of this Assignment, except as otherwise expressly provided
or unless the context otherwise requires, the following terms shall have the
following meanings:
"Aircraft" shall mean the Boeing [model] [type] aircraft,
bearing United States registration number [N ], delivered or to be
delivered under the Purchase Agreement, including the aircraft engines
installed on such aircraft on the date of delivery thereof pursuant to
the Purchase Agreement.
"Lease" shall mean the Lease Agreement, dated as of
[__________, ____], between the Assignor, as lessee, and the Assignee,
as lessor, as the same may be amended, modified or supplemented in
accordance with the terms of the Operative Documents.
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Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
"Manufacturer" shall mean The Boeing Company, a Delaware
corporation, and its successors and assigns.
"Participation Agreement" shall mean the Participation
Agreement, dated as of [________, ____], between the Security Trustee,
the Lenders, the Assignor and the Assignee, as the same may be amended,
modified or supplemented from time to time in accordance with the terms
of the Operative Documents.
"Purchase Agreement" shall mean Purchase Agreement No.
[_____], dated as of [__________,_____], between the Manufacturer and
the Assignor (as heretofore amended, modified and supplemented),
providing, among other things, for the manufacture and sale by the
Manufacturer to the Assignor of Boeing Model [model] [type] aircraft,
as the same may hereafter be amended, modified or supplemented to the
extent permitted by the terms of this Assignment and the Mortgage, and
including, without limitation, as part thereof, the exhibits thereto.
All other terms used herein in capitalized form without definition shall, when
used herein, have the meanings specified in Appendix A to the Lease.
2. The Assignor has assigned, transferred and set over and does hereby assign,
transfer and set over unto the Assignee all the Assignor's rights in and
interests under the Purchase Agreement as and to the extent that the same relate
to the Aircraft and the purchase and operation thereof and in and to the
Manufacturer's Warranty Bill of Sale, except to the extent reserved below,
including, without limitation, in such assignment (a) all claims for damages in
respect of the Aircraft arising as a result of any default by the Manufacturer
under the Purchase Agreement or under its warranty included in the
Manufacturer's Warranty Bill of Sale, and (b) any and all rights of the Assignor
to compel performance of the terms of the Purchase Agreement in respect of the
Aircraft; reserving to the Assignor, however, (i) the right to purchase and take
title to the Aircraft pursuant to the Purchase Agreement, (ii) all the
Assignor's rights and interests in and to the Purchase Agreement as and to the
extent that the Purchase Agreement relates to aircraft other than the Aircraft
and the purchase and operation of such aircraft and to the extent that it
relates to any other matters not directly pertaining to the Aircraft, (iii) all
the Assignor's rights and interests in or arising out of any payments made or to
be made by the Assignor in respect of the Aircraft under the Purchase Agreement
or amounts credited or to be credited by the Manufacturer to the Assignor in
respect of the Aircraft or otherwise, (iv) the right to demand, accept and
retain all rights in and to all property (other than the Aircraft), data,
documents, software, training, services, tools, and other things that the
Manufacturer is obligated to provide or does provide pursuant to the Purchase
Agreement, (v) all rights in respect of parts covered by the [Spare Parts
General Terms Agreement No. __] between the Manufacturer and the Assignor (as
heretofore or from time to time hereafter amended, modified or supplemented)
relating to the Purchase Agreement, (vi) the right to maintain representatives
at the Manufacturer's assembly plant or delivery center pursuant to the Purchase
Agreement, and (vii) the additional rights set forth in any Letter Agreements or
Purchase Agreement Supplements (as such terms are used in the Purchase
Agreement), as at any time amended, modified or supplemented, to
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Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
the Purchase Agreement. The Assignee hereby accepts the foregoing assignment
subject to the terms hereof.
Notwithstanding the foregoing, with respect to the Aircraft,
if and so long as the Assignee shall not have declared the Lease to be in
default or the Lease shall not have been deemed to have been declared in default
pursuant to Section [ ] thereof, and after such declaration or deemed
declaration, as the case may be, if and so long as all Events of Default shall
have been remedied by the Assignor, the Assignee authorizes the Assignor, to the
exclusion of the Assignee, to exercise in the Assignor's name all rights and
powers of the "Customer" under the Purchase Agreement and to retain any recovery
or benefit resulting from the enforcement of any warranty or indemnity, or
resulting from any refund, damages or other claims under the Purchase Agreement
in respect of the Aircraft, except that the Assignor may not enter into any
change order or other amendment, modification or supplement to the Purchase
Agreement without the written consent or countersignature of the Assignee if
such change order, amendment, modification or supplement would result in any
rescission, cancellation or termination of the Purchase Agreement in respect of
the Aircraft. Any payments or amounts that, pursuant to the preceding sentence,
would have been required to be paid to the Assignor by the Manufacturer but for
the existence of an Event of Default (and that have been paid to the Assignee by
the Manufacturer) shall be held by the Assignee pursuant to Section [ ] of the
Lease or applied as otherwise provided in the Lease and shall be paid over to
the Assignor at the earlier of (a) such time as there shall not be existing any
Event of Default, and to the extent not used to cure any existing Event of
Default, and (b) [______] days after the Assignee's receipt of such payment,
during which period the Assignee shall not have been limited by operation of law
or otherwise from exercising remedies under the Lease and shall not have
commenced to exercise any remedy available to it under Section [ ] of the Lease.
Each of the Assignor and the Assignee agrees with the other
and expressly for the benefit of the Manufacturer that, for all purposes of this
Assignment, the Manufacturer shall not be deemed to have knowledge of, and need
not recognize, any Event of Default unless and until the Manufacturer shall have
received from the Assignee written notice thereof addressed to the
Manufacturer's Vice President, Contracts, at P.O. Box 3707, MS 75-38, Seattle,
Washington 98124, telex: 32-9430, answerback: BOEINGREN RNTN, and, in acting in
accordance with the terms of the Purchase Agreement and this Assignment, the
Manufacturer may act with acquittance and conclusively rely upon any such
notice.
3. Each of the Assignor and the Assignee agrees with the other and expressly for
the benefit of the Manufacturer that, anything herein contained to the contrary
notwithstanding: (a) the Assignor shall at all times remain liable to the
Manufacturer under the Purchase Agreement to perform all the duties and
obligations of the "Customer" thereunder to the same extent as if this
Assignment had not been executed; and (b) the exercise by the Assignee of any of
the rights assigned hereunder shall not release the Assignor from any of its
duties or obligations to the Manufacturer under the Purchase Agreement except to
the extent that such exercise by the Assignee
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Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
shall constitute performance of such duties and obligations. It is expressly
agreed that, except as provided in the next succeeding paragraph, none of the
Assignee, the Security Trustee or any Lender shall have any obligation or
liability under the Purchase Agreement by reason of, or arising out of, this
Assignment or be obligated to perform any of the obligations or duties of the
Assignor under the Purchase Agreement or to make any payment or to make any
inquiry as to the sufficiency of any payment received by any of them or to
present or file any claim or to take any other action to collect or enforce any
claim for any payment assigned hereunder.
Without in any way releasing the Assignor from any of its
duties or obligations under the Purchase Agreement, the Assignee expressly
confirms for the benefit of the Manufacturer that, insofar as the provisions of
the Purchase Agreement relate to the Aircraft, in exercising any rights under
the Purchase Agreement, or in making any claim with respect to the Aircraft or
any other things delivered or to be delivered pursuant to the Purchase
Agreement, the terms and conditions of the Purchase Agreement, including,
without limitation, the disclaimer and release and exclusion of liabilities
provisions in the Product Assurance Document and the insurance and indemnity
provisions in Section 8.2 of the AGTA (as such term is used in the Purchase
Agreement), shall apply to, and be binding upon, the Assignee to the same extent
as the Assignor; provided, however, that nothing contained in this Assignment
shall in any way diminish or limit the provisions of the Assignor's indemnities
in Section [ ] of the Participation Agreement with respect to any liability of
the Assignee or the Security Trustee to the Manufacturer in any way relating to
or arising out of the Purchase Agreement. Assignee further agrees, expressly for
the benefit of the Manufacturer, that at any time and from time to time upon the
written request of the Manufacturer, the Assignee shall promptly and duly
execute and deliver any and all such further assurances, instruments and
documents and take all such further action as the Manufacturer may reasonably
request in order to obtain the full benefits of the Assignee's agreements set
forth in this paragraph.
Nothing contained herein shall subject the Manufacturer to any
liability to which it would not otherwise be subject under the Purchase
Agreement or modify in any respect the contract rights of the Manufacturer
thereunder (except as provided in the attached Consent and Agreement).
The Assignor does hereby constitute, effective at any time
after the Assignee has declared the Lease to be in default or after the Lease
shall have been deemed to have been declared in default pursuant to Section [ ]
thereof, and thereafter so long as any Event of Default shall be continuing, the
Assignee and its successors and permitted assigns as the Assignor's true and
lawful attorney, irrevocably, with full power (in the name of the Assignor or
otherwise) to ask for, require, demand, receive, compound and give acquittance
for any and all monies and claims for monies due and to become due under, or
arising out of, the Purchase Agreement in respect of the Aircraft, to the extent
that the same have been assigned as provided in this Assignment and, for such
period as the Assignee may exercise rights with respect thereto under this
Assignment, to endorse any checks or other instruments or orders in connection
therewith and to file any
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Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
claims or take any actions or institute (or, if previously commenced, assume
control of) any proceedings and to obtain any recovery in connection therewith
which the Assignee may deem to be necessary or advisable in the premises.
4. The Assignor and the Assignee each agree that at any time and from time to
time, upon the written request of the other, it will promptly and duly execute
and deliver any and all such further instruments and documents and take such
further action as the other may reasonably request in order to obtain the full
benefits of this Assignment and of the rights and powers herein granted.
5. The Assignor does hereby represent and warrant that the Purchase Agreement,
insofar as it relates to the Aircraft, is in full force and effect and is a
legal, valid and binding obligation of the Assignor enforceable against the
Assignor in accordance with its terms and that the Assignor is not in default
thereunder. The Assignor does hereby further represent and warrant that the
Assignor has not assigned or pledged, and hereby covenants that it will not
assign or pledge so long as this Assignment shall remain in effect, the whole or
any part of the rights hereby assigned or any of its rights with respect to the
Aircraft under the Purchase Agreement not assigned hereby, to anyone other than
the Assignee.
6. The Assignee agrees that it will not enter into any agreement that would
amend, modify, supplement, rescind, cancel or terminate the Purchase Agreement
in any respect without the prior written consent of the Assignor.
7. This Assignment is executed by the Assignor and the Assignee concurrently
with the execution and delivery of the Participation Agreement and the Lease.
8. The Assignee agrees that it will not disclose to any third party the terms of
the Purchase Agreement or this Assignment, except (i) to the other parties to
the Participation Agreement or their successors and permitted assigns, (ii) to
[parent corporation of Assignee], (iii) as required by applicable law,
governmental regulation or judicial process, provided Assignee furnishes the
Manufacturer with prompt written notice and affords the Manufacturer reasonable
opportunity to obtain a protective order or other reasonably satisfactory
assurance that confidential treatment will be accorded the information required
to be disclosed, (iv) with the consent of the Assignor and the Manufacturer, (v)
to counsel to any of the parties to the Participation Agreement or any other
Lender or [parent corporation of Assignee], (vi) to bank examiners and auditors
of any of the parties to the Participation Agreement or their successors and
permitted assigns, (vii) in connection with any sale of any interest in the
Aircraft effectuated pursuant to the exercise of remedies under Section [ ] of
the Lease or (viii) to any Person with whom any Lender or any [investor in
Assignee] is in good faith conducting negotiations relating to the possible
transfer and sale of its interest in the transactions contemplated by the
Operative Documents, if such Person shall have entered into an agreement similar
to that contained in this Section 8 whereby such Person agrees for the express
benefit of the Assignor and the Manufacturer to hold such information
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Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
confidential. Any disclosure as contemplated by clauses (i), (ii), (v), (vi) and
(vii) of the preceding sentence shall be subject to the requirement that the
entity to which such information is disclosed shall be subject to obligations of
nondisclosure with respect to such information substantially the same as
contained herein.
9. Pursuant to the Mortgage, the Assignee has assigned to and pledged with the
Security Trustee all the rights and interest of the Assignee in and under the
Purchase Agreement to the extent assigned by this Assignment.
10. This Assignment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same
instrument.
11. THIS ASSIGNMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
12. This Assignment shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns.
13. All notices with respect to the matters contained herein shall be delivered
in the manner and to the addresses provided in Section [____] of the
Participation Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Purchase Agreement Assignment to be duly executed as of the day and year first
above written.
AMERICAN AIRLINES, INC.
By
---------------------------------
Name:
Title:
[name of ASSIGNOR]
By
---------------------------------
Name:
Title:
6
<PAGE> 77
Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
The undersigned, as Security Trustee for the benefit of the
Lenders and as assignee of, and holder of a security interest in, the rights and
interest of the Assignee in and under the Purchase Agreement and the foregoing
Purchase Agreement Assignment, agrees that its rights and remedies thereunder
shall be governed by the foregoing Purchase Agreement Assignment, including,
without limitation, the second paragraph of Section 3 of the Purchase Agreement
Assignment.
[name of Security Trustee], not in its
individual capacity, except as expressly
provided herein, but solely as Security
Trustee
By
---------------------------------------
Name:
Title:
1
<PAGE> 78
Annex A to Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
CONSENT AND AGREEMENT
N[ ]; MSN [ ]
The undersigned, The Boeing Company, a Delaware corporation,
hereby acknowledges notice of and consents to the terms of the foregoing
Purchase Agreement Assignment (herein called the "Assignment", the defined terms
therein being used hereinafter with the same meaning), and hereby confirms to
the Assignee that:
(i). all representations, warranties, indemnities, and agreements of
the Manufacturer under the Purchase Agreement with respect to the
Aircraft and the warranty of the Manufacturer included in the
Manufacturer's Warranty Bill of Sale shall, subject to the terms and
conditions thereof, inure to the benefit of the Assignee to the same
extent as if originally named the "Customer" therein, except as
provided in Section 2 of the Assignment;
(ii). neither the Assignee, the Security Trustee nor any Lender shall
be liable for any of the obligations or duties of the Assignor under
the Purchase Agreement, nor shall the Assignment give rise to any
duties or obligations whatsoever on the part of the Assignee, the
Security Trustee or any Lender owing to the Manufacturer, except for
the agreements of the Assignee and the Security Trustee in the
Assignment to the effect that, in exercising any rights under the
Purchase Agreement or making any claim with respect to the Aircraft or
any other things delivered or to be delivered pursuant to the Purchase
Agreement, the terms and conditions of the Purchase Agreement,
including, without limitation, the disclaimer and release and exclusion
of liabilities provisions in the Product Assurance Document and the
insurance and indemnity provisions in Section 8.2 of the AGTA (as such
term is used in the Purchase Agreement), shall apply to, and be binding
upon, the Assignee and the Security Trustee to the same extent as the
Assignor;
(iii). the Manufacturer consents to: [(w) the execution by the Assignor
and the Assignee of the Participation Agreement, and the sale of the
Aircraft by the Assignor to the Assignee under the Participation
Agreement; (x) the execution by the Assignor and the Assignee of the
Lease, and the lease of the Aircraft by the Assignee to the Assignor
under the Lease;] (y) the mortgage of all of the Assignee's right,
title and interest in and to the Purchase Agreement and the Aircraft by
the Assignee pursuant to the Mortgage to the Security Trustee for the
benefit of the Lenders; and (z) the assignment by the Assignee of its
rights under the Assignment to the Security Trustee pursuant to the
Mortgage, and agrees that each of the Assignment and the Mortgage
constitutes an agreement by the Assignee as required by Section 9.2 of
the AGTA; and
(iv). the Manufacturer will continue to pay to the Assignor all
payments that the Manufacturer may be required to make in respect of
the Aircraft under the
1
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Annex A to Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
Purchase Agreement, unless and until the Manufacturer shall have
received from the Assignee written notice addressed to the
Manufacturer's Vice President, Contracts at P.O. Box 3707, MS 75-38,
Seattle, Washington 98124, telex: 32-9430, answerback: BOEINGREN RNTN,
that the Lease has been declared to be in default or deemed to have
been declared in default pursuant to Section [____] thereof and that
such default is continuing, whereupon the Manufacturer will make any
and all payments that it may be required thereafter to make under the
Purchase Agreement in respect of the Aircraft (to the extent that the
right to receive such payments has been assigned under the Assignment
or the Mortgage), directly to the Security Trustee at its address at
[address of Security Trustee] or, after receiving written notice from
the Security Trustee that the Lien of the Mortgage has been released,
to the Assignee at such address as the Assignee may specify, unless and
until the Manufacturer shall have received from the Assignee notice
addressed as aforesaid, that no Event of Default is continuing,
whereupon the Manufacturer will make all such payments that the
Manufacturer may be required to make thereafter in respect of the
Aircraft under the Purchase Agreement to the Assignor.
The Manufacturer hereby represents and warrants that: (A) the
Manufacturer is a corporation duly organized and existing in good standing under
the laws of the State of Delaware; (B) the making and performance of the
Purchase Agreement and this Consent and Agreement have been duly authorized by
all necessary corporate action on the part of the Manufacturer, do not require
any stockholder approval and do not contravene the Manufacturer's certificate of
incorporation or by-laws or any indenture, credit agreement or other contractual
agreement to which the Manufacturer is a party or by which it is bound; (C) the
making and performance of this Consent and Agreement do not contravene any law
binding on the Manufacturer; and (D) the Purchase Agreement constituted as of
the date thereof and at all times thereafter to and including the date of this
Consent and Agreement, and constitutes as of the date hereof, a binding
obligation of the Manufacturer enforceable against the Manufacturer in
accordance with its terms, and this Consent and Agreement is a binding
obligation of the Manufacturer enforceable against the Manufacturer in
accordance with its terms, in each case subject to (i) the limitation of
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the rights of creditors generally, and (ii) general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law). It is understood that the execution by the Manufacturer of
this Consent and Agreement is subject to the condition that, concurrently with
the delivery of the Aircraft to the Assignee, the Assignee shall lease the
Aircraft to the Assignor under the Lease.
2
<PAGE> 80
Annex A to Appendix II to Aircraft General Terms
Agreement No. AGTA-AAL
The Consent and Agreement shall in all respects be governed by
and construed in accordance with the laws of the State of Washington, including
all matters of construction, validity and performance.
Dated as of _____________, ______.
THE BOEING COMPANY
By:
---------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Manufacturer's Serial Number:
----------
3
<PAGE> 81
Appendix III to Aircraft General Terms
Agreement No. AGTA-AAL
MANUFACTURER'S CONSENT AND AGREEMENT TO
ASSIGNMENT OF WARRANTIES
Reference is made to (i) Purchase Agreement No. [______], dated as of
[_________], 1997 (as amended, modified and supplemented, the "Purchase
Agreement") between THE BOEING COMPANY, a Delaware corporation (the
"Manufacturer"), and AMERICAN AIRLINES, INC., a Delaware corporation
("American"), and (ii) the Boeing [model] [type] aircraft bearing Manufacturer's
serial number [_____] and U.S. Registration No. N[_____] (the "Aircraft"). The
Manufacturer hereby acknowledges notice of and consents to the assignment (the
"Warranty Assignment") by American to [_________________________], as Security
Trustee (the "Security Trustee") under that certain Aircraft Security Agreement
dated as of [________, ____] (the "Security Agreement"; capitalized terms used
herein without definition have the meanings specified therefor in the Security
Agreement), between American and the Security Trustee, of all right, title and
interest of American in, to and under (i) Parts 1, 2, 3, 4 and 6 of Exhibit C to
the Purchase Agreement, but only to the extent that the same relate to
continuing rights of American in respect of any warranty or indemnity, express
or implied, as to title, materials, workmanship or design with respect to the
Airframe or the Engines (the "Warranty Rights") and (ii) the Warranty Bill of
Sale. The Manufacturer hereby confirms that:
(i) all obligations of the Manufacturer contained in the
Warranty Rights, the FAA Bill of Sale and the Warranty Bill of Sale,
together with all rights, powers, privileges, options and other
benefits of American under the same with respect to such warranties or
indemnities, shall, subject to the terms and conditions thereof, inure
to the benefit of the Security Trustee under the Security Agreement to
the extent provided therein to the same extent as if the Security
Trustee had originally been named the "Customer" in the Purchase
Agreement; and
(ii) except as otherwise provided herein, neither the Security
Trustee nor any Lender shall be liable, by virtue of the Warranty
Assignment, for any of the obligations or duties of the Customer under
the Purchase Agreement, nor shall the Warranty Assignment give rise to
any duties or obligations whatsoever on the part of the Security
Trustee or any Lender owing to the Manufacturer or to make any payment
or to make any inquiry as to the sufficiency of any payment received by
any of them or to present or file any claim or to take any other action
to collect or enforce any claim for any payment assigned hereunder.
Anything contained herein, in the Security Agreement or in any
other document to the contrary notwithstanding, the Manufacturer's consent and
agreements hereunder are expressly conditioned on the following: (i) American
shall at all times
1
<PAGE> 82
Appendix III to Aircraft General Terms
Agreement No. AGTA-AAL
remain liable to the Manufacturer under the Purchase Agreement to perform all
the duties and obligations of the "Customer" thereunder to the same extent as if
this Manufacturer's Consent had not been executed; (ii) until the receipt from
the Security Trustee of written notice addressed to the Manufacturer's Vice
President - Contracts, at P.O. Box 3707, MS 75-38, Seattle, Washington 98124
(Telex: 32-9430, Answer back: BOEINGREN RNTN), that an Event of Default (as
defined in the Security Agreement) has been declared and is continuing, the
Manufacturer shall perform its duties and obligations under Parts 1, 2, 3, 4 and
6 of Exhibit C to the Purchase Agreement with respect to the Aircraft
exclusively at the direction of American, and after the receipt of such notice,
the Manufacturer shall make any and all payments which it may be required
thereafter to make under the Purchase Agreement in respect of the Aircraft (to
the extent that the right to receive such payments has been assigned under the
Security Agreement), directly to the Security Trustee at its address at [address
of Security Trustee], Attention: Corporate Trust Department, unless and until
the Manufacturer shall have received from the Security Trustee notice addressed
as aforesaid, that no Event of Default is continuing, whereupon the Manufacturer
will make all such payments which the Manufacturer may be required to make
thereafter in respect of the Aircraft under the Purchase Agreement to American;
(iii) the exercise by the Security Trustee of any of the rights assigned
hereunder shall not release American from any of its duties or obligations to
the Manufacturer under the Purchase Agreement except to the extent that such
exercise by the Security Trustee shall constitute performance of such duties and
obligations; and (iv) without in any way releasing American from any of its
duties or obligations under the Purchase Agreement, it is understood that the
Security Trustee agrees for the benefit of the Manufacturer that, insofar as the
provisions of the Purchase Agreement relate to the Aircraft, in exercising any
rights under the Warranty Rights, or in making any claim with respect to the
Aircraft thereunder or any other things delivered or to be delivered pursuant
thereto, the terms and conditions of the Purchase Agreement, including, without
limitation, the disclaimer and release and exclusion of liabilities provisions
in the Product Assurance Document and the insurance and indemnity provisions in
Section 8.2 of the AGTA (as defined in the Purchase Agreement), shall apply to,
and be binding upon, the Security Trustee to the same extent as American.
Nothing contained herein or in the Security Agreement shall subject the
Manufacturer to any liability to which it would not otherwise be subject under
the Purchase Agreement or modify in any respect the contract rights of the
Manufacturer thereunder.
The Manufacturer hereby represents and warrants that (A) the
Manufacturer is a corporation duly organized and existing in good standing under
the laws of the State of Delaware and has the requisite power and authority to
enter into and perform its obligations under the Purchase Agreement and this
Manufacturer's Consent; (B) the making and performance of the Purchase Agreement
and this Manufacturer's Consent have been duly authorized by all necessary
corporate action on the part of the Manufacturer, do not require any stockholder
approval and do not contravene the Manufacturer's certificate of incorporation
or by-laws or any indenture, credit agreement or other contractual agreement to
which the Manufacturer is a party or by which it is bound; (C) the making and
performance of this Manufacturer's Consent do not contravene
2
<PAGE> 83
Appendix III to Aircraft General Terms
Agreement No. AGTA-AAL
law binding on the Manufacturer; and (D) each of the Purchase Agreement and the
Warranty Bill of Sale as of the date thereof and at all times thereafter to and
including the date of this Manufacturer's Consent and this Manufacturer's
Consent constitutes a binding obligation of the Manufacturer enforceable against
the Manufacturer in accordance with its terms, subject, in each case, to (i) the
limitation of applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting the rights of creditors generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
Dated: __________, ____.
THE BOEING COMPANY
By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
Accepted and Agreed:
AMERICAN AIRLINES, INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
[Name of Security Trustee],
as Security Trustee
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Manufacturer's Serial Number:
------------------
3
<PAGE> 84
Appendix IV to Aircraft General Terms
Agreement No. AGTA-AAL
POST-DELIVERY SALE NOTICE
[Date]
The Boeing Company
P.O. Box 3707
Seattle, Washington 98124-2207
Attention: Vice President - Contracts
Mail Stop 75-38
Ladies and Gentlemen:
Reference is made to (i) Purchase Agreement No. [______],
dated as of [_________], 1997 (as amended, modified and supplemented, the
"Purchase Agreement") between The Boeing Company ("Boeing"), and American
Airlines, Inc. ("American"), and (ii) the Boeing [model] [type] aircraft bearing
manufacturer's serial number [_____] and U.S. Registration No. N[_____] (the
"Aircraft"). Capitalized terms used herein without definition have the meanings
specified therefor in the Purchase Agreement.
In connection with the transfer by American to
[_______________] ("Assignee") of certain rights and interests of American in
and under the Purchase Agreement relating to the Aircraft and the operation
thereof, and the assumption by Assignee of certain of the obligations of
American accruing thereunder, such transfer and assumption being effected
pursuant to the [assignment and assumption agreement], dated as of [ , ] (the
"Assignment"), between American and Assignee, an executed copy of which is
attached hereto, the following is hereby confirmed for your benefit:
(1) Assignee agrees for your benefit to perform all of its
obligations under the Assignment. Without limiting the generality of
the foregoing, Assignee further agrees that, insofar as the provisions
of the Purchase Agreement relate to the Aircraft, in exercising any
rights under the Purchase Agreement, or in making any claim with
respect to the Aircraft or other thing delivered or to be delivered
pursuant to the Purchase Agreement, the terms and conditions of the
Purchase Agreement, including, without limitation, the disclaimer and
release and exclusion of liabilities provisions in the Product
Assurance Document and the insurance and indemnity provisions in
Section 8.2 of the AGTA, shall apply to, and be binding upon, Assignee
to the same extent as American.
(2) American hereby confirms that such transfer shall not be
deemed to release American from any obligation under the Purchase
Agreement in respect of the Aircraft relating to the period prior to
the date hereof.
AGTA-AAL
<PAGE> 85
Appendix IV to Aircraft General Terms
Agreement No. AGTA-AAL
(3) Each of American and the Assignee confirms that nothing
contained in the Assignment shall subject Boeing to any liability to
which it would not otherwise be subject under the Purchase Agreement or
modify in any respect the contract rights of Boeing thereunder.
Boeing by its acknowledgment hereinbelow acknowledges for the benefit
of American and Assignee that: (a) Boeing has received notice of and consents to
the Assignment; and (b) except as otherwise provided in the Assignment, all
representations, warranties, indemnities, and agreements of Boeing under the
Purchase Agreement with respect to the Aircraft shall, subject to the terms and
conditions thereof, inure to the benefit of Assignee to the same extent as if
Assignee had originally been named the "Customer" therein.
[ASSIGNEE]
By:
-----------------------------
Name:
----------------------
Title:
---------------------
AMERICAN AIRLINES, INC.
By:
-----------------------------
Name:
----------------------
Title:
---------------------
ACKNOWLEDGED:
THE BOEING COMPANY
By:
-----------------------------
Name:
----------------------
Title: Attorney-in-Fact
---------------------
Manufacturer's Serial No.
-------
AGTA-AAL
<PAGE> 86
Appendix V to Aircraft General Terms
Agreement No. AGTA-AAL
CONTRACTOR CONFIDENTIALITY AGREEMENT
This Agreement is entered into between ____________________
(Contractor) and American Airlines, Inc. (Customer) and will be effective as of
the date stated below.
In connection with Customer's provision to ________________________
(Contractor) of certain Materials, Proprietary Materials and Proprietary
Information, reference is made to Purchase Agreement No. ______ dated as of
_______ , ______ between The Boeing Company (Boeing) and Customer (Purchase
Agreement).
Capitalized terms used herein without definition will have the same meaning as
in the Purchase Agreement.
Boeing has agreed to permit Customer to make certain Materials,
Proprietary Materials and Proprietary Information relating to Customer's Boeing
/SELECT AS APPROPRIATE://[Model ________ aircraft] [Model ________ aircraft
bearing Manufacturer's Serial Number ______, Registration No. ________]/ (the
Aircraft) available to Contractor in connection with Customer's contract with
Contractor (the Contract) to /SELECT://[maintain/repair/modify the
Aircraft]/[develop and/or manufacture training devices for Customer's use in
connection with the Aircraft]/[develop and/or manufacture or redesign any spare
part when permitted under the provisions of the Spare Parts General Terms
Agreement between Boeing and Customer, and then only to the extent expressly
permitted therein]/[develop training programs solely for Customer's use in
accordance with the provisions of the Purchase Agreement]. As a condition of
receiving the Proprietary Materials and Proprietary Information, Contractor
agrees as follows:
1. For purposes of this Agreement:
"AIRCRAFT SOFTWARE" means software intended to fly with and be utilized
in the operation of an Aircraft.
"MATERIALS" are defined as any and all items that are created by
Boeing or a third party, which are provided directly or indirectly from Boeing
and serve primarily to contain, convey or embody information. Materials may
include either tangible embodiments (for example, documents or drawings), or
intangible embodiments (for example, software and other electronic forms) of
information but exclude Aircraft Software.
"PROPRIETARY INFORMATION" means any and all proprietary, confidential
and/or trade secret information owned by Boeing or a Third Party.
"PROPRIETARY MATERIALS" means Materials that contain, convey, or embody
Proprietary Information.
AGTA-AAL
<PAGE> 87
Appendix V to Aircraft General Terms
Agreement No. AGTA-AAL
"THIRD PARTY" means anyone other than Boeing, Customer and Contractor.
2. Boeing has authorized Customer to grant to Contractor a worldwide,
non-exclusive, personal and nontransferable license to use Proprietary Materials
and Proprietary Information internally in connection with performance of the
Contract or as may otherwise be authorized by Boeing in writing. Contractor will
keep confidential and protect from disclosure to any person, entity or
government agency, including any person or entity affiliated with Contractor,
other than Contractor's employees and agents on a need-to-know basis, all
Proprietary Materials and Proprietary Information. Individual copies of all
Materials are provided to Contractor subject to copyrights therein, and all such
copyrights are retained by Boeing or, in some cases, by Third Parties.
Contractor is authorized to make copies of Materials (except for Materials
bearing the copyright legend of a Third Party) provided, however, Contractor
preserves the restrictive legends and proprietary notices on all copies. All
copies of Proprietary Materials will belong to Boeing and be treated as
Proprietary Materials under this Agreement.
3. Contractor specifically agrees not to use Proprietary Materials or
Proprietary Information in connection with the manufacture or sale of any part
or design except as expressly permitted by this Agreement. Unless otherwise
agreed with Boeing in writing, Proprietary Materials and Proprietary Information
may be used by Contractor only for /SELECT AS APPROPRIATE://[work on the
Aircraft for which Boeing has designated such Proprietary Materials]/[the sole
purpose of developing and/or manufacturing training devices for Customer's use
in connection with the Aircraft]/ [the sole purpose of developing and/or
manufacturing or redesigning any spare part only for use on Customer's Aircraft,
only as permitted under the provisions of the Spare Parts General Terms
Agreement between Boeing and Customer, and then only to the extent expressly
permitted therein]/[developing training programs solely for Customer's use in
accordance with the provisions of the Purchase Agreement]. Contractor recognizes
and agrees that it is responsible for ascertaining and ensuring that all
Materials are appropriate for the use to which they are put.
4. Contractor will not attempt to gain access to information by reverse
engineering, decompiling, or disassembling any portion of any software provided
to Contractor pursuant to this Agreement.
5. Upon Boeing's request at any time, Contractor will promptly return to
Boeing (or, at Boeing's option, destroy) all Proprietary Materials, together
with all copies thereof and will certify to Boeing that all such Proprietary
Materials and copies have been so returned or destroyed.
6. To the extent required by a government regulatory agency having
jurisdiction over Contractor, Customer or the Aircraft, Contractor is authorized
to provide Proprietary Materials and disclose Proprietary Information to the
agency for the agency's use in connection with Contractor's authorized use of
such Proprietary Materials and/or Proprietary Information for /SELECT AS
APPROPRIATE://[maintenance, repair, or modification
AGTA-AAL
<PAGE> 88
Appendix V to Aircraft General Terms
Agreement No. AGTA-AAL
of the Aircraft]/[development and/or manufacturing of training devices for
Customer's use in connection with the Aircraft]/ [development and/or manufacture
or redesign of any spare part when permitted under the provisions of the Spare
Parts General Terms Agreement between Boeing and Customer, and then only to the
extent expressly permitted therein]/[development of training programs solely for
Customer's use in accordance with the provisions of the Purchase Agreement]/.
Contractor agrees to take reasonable steps to prevent such agency from making
any distribution or disclosure, or additional use of the Proprietary Materials
and Proprietary Information so provided or disclosed. Contractor will advise the
agency in writing of the restrictions contained in this Agreement on the
disclosure and use of such Proprietary Materials and Proprietary Information,
and will cooperate with all reasonable requests of Boeing or Customer in
connection with any efforts by Boeing to obtain an appropriate protective order
or other assurances that the agency will comply with such restrictions.
Contractor further agrees to promptly notify Boeing upon learning of any (i)
distribution, disclosure, or additional use by such agency, (ii) request to such
agency for distribution, disclosure, or additional use, or (iii) intention on
the part of such agency to distribute, disclose, or make additional use of the
Proprietary Materials or Proprietary Information.
7. Boeing is a third-party beneficiary of this Agreement, and Boeing may
enforce any and all of the provisions of the Agreement directly against
Contractor. Contractor hereby submits to the jurisdiction of the Washington
state courts and the United States District Court for the Western District of
Washington with regard to any claims Boeing may make under this Agreement. It is
agreed that Washington law (excluding Washington's conflict-of-law principles)
governs this Agreement.
8. No disclosure or physical transfer by Boeing or Customer to Contractor,
of any Proprietary Materials or Proprietary Information covered by this
Agreement will be construed as granting a license, other than as expressly set
forth in this Agreement, or any ownership right in any patent, patent
application, copyright or proprietary information.
9. The provisions of this Agreement will apply notwithstanding any
markings or legends, or the absence thereof, on any Proprietary Materials.
10. This Agreement is the entire agreement of the parties regarding the
ownership and treatment of Proprietary Materials and Proprietary Information,
and no modification of this Agreement will be effective as against Boeing unless
in writing signed by authorized representatives of Contractor, Customer and
Boeing.
AGTA-AAL
<PAGE> 89
Appendix V to Aircraft General Terms
Agreement No. AGTA-AAL
11. Failure by either party to enforce any of the provisions of this
Agreement will not be construed as a waiver of such provisions. If any of the
provision of this Agreement is held unlawful or otherwise ineffective by a court
of competent jurisdiction, the remainder of the Agreement will remain in full
force.
ACCEPTED AND AGREED TO this
Date: _____________________, ______
- ----------------------------------- AMERICAN AIRLINES, INC.
(CONTRACTOR)
- ----------------------------------- -----------------------------------
By: By:
-------------------------------- --------------------------------
Its: Its:
------------------------------- -------------------------------
AGTA-AAL
<PAGE> 90
Appendix V to Aircraft General Terms
Agreement No. AGTA-AAL
================================================================================
BILL OF SALE
================================================================================
KNOW ALL PERSONS BY THESE PRESENTS:
THAT________________ (SELLER), a ( location of incorporation)
corporation whose address is (address of corporation), is the owner of the full
legal and beneficial title to that certain BOEING MODEL ______________ AIRCRAFT
manufactured by The Boeing Company bearing FEDERAL AVIATION ADMINISTRATION
REGISTRATION IDENTIFICATION ____________ and MANUFACTURER'S SERIAL NUMBER
____________, together with the (quantity) (Engine Model) series engines
installed thereon, manufactured by (Engine Manufacturer), bearing MANUFACTURER'S
SERIAL NUMBERS (engine serial numbers), respectively, together with all
appliances, parts, instruments, appurtenances, accessories, furnishings, or
other equipment or property installed on or attached to said aircraft and
engines, other than equipment furnished by (Customer) as Buyer Furnished
Equipment (BFE).
THAT for and in consideration of the sum of $1.00 and other
valuable consideration SELLER does this ____ day of_________ ,______ , grant,
convey, transfer, bargain and sell, deliver and set over, at (location: City,
State), pursuant and subject to the terms and conditions of Purchase Agreement
No._______ , dated ______, all of SELLER'S right, title and interest in and to
the above described aircraft, engines, appliances, parts, instruments,
appurtenances, accessories, furnishings and/or other equipment or property
(other than BFE) unto (Customer's Legal Name) (BUYER), and unto its successors
and assigns forever.
THAT SELLER hereby warrants to BUYER, its successors and assigns,
that there is hereby conveyed to BUYER on the date hereof, good title to the
aforesaid aircraft, engines, appliances, parts, instruments, appurtenances,
accessories, furnishings and/or other equipment or property (other than BFE),
free and clear of all liens, encumbrances and rights of others, and that it will
warrant and defend such title forever against all claims and demands whatsoever.
THIS Bill of Sale is delivered by SELLER to BUYER in (in Place:
City, State), and governed by the law of the State of Washington.
IN WITNESS WHEREOF, SELLER has caused this instrument to be
executed by its duly authorized Attorney-In-Fact this ______ day of ______,
______.
(Seller's Name)
By
--------------------------
Title Attorney-In-Fact
-----------------------
AGTA-AAL
<PAGE> 91
PURCHASE AGREEMENT NO. 1977
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
DATED AS OF OCTOBER __, 1997
RELATING TO BOEING MODEL 737-823 AIRCRAFT
<PAGE> 92
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
ARTICLES NUMBER
-------- ------
<S> <C> <C>
1. Quantity, Model and Description 1
2. Delivery Schedule 1
3. Price 1
4. Payment 2
5. Miscellaneous 2
TABLE
1. Aircraft Delivery, Description, Price and Advance Payments
EXHIBITS
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
C. Defined Terms
SUPPLEMENTAL EXHIBITS
BFE1. BFE Variables
CS1. Customer Support Variables
SLP1. Service Life Policy Components
EE1. Engine Escalation, Engine Warranty and Patent Indemnity
</TABLE>
P.A. No. 1977
i
<PAGE> 93
LETTER AGREEMENTS
Letter Agreement No. 6-1162-AKP-070 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-071 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-072 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-073 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-074 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-075 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-076 Aircraft Performance Guarantees
Letter Agreement No. 6-1162-AKP-077 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-078 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No.1977
ii
<PAGE> 94
Letter Agreement No. 6-1162-AKP-079 Escalation Sharing
Letter Agreement No. 6-1162-AKP-080 Installation of Cabin Systems
Equipment
Letter Agreement No. 6-1162-AKP-081 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-082 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-083 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-084 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Letter Agreement No. 6-1162-AKP-085 Component Reliability Commitments
Letter Agreement No. 6-1162-AKP-117 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No. 1977
iii
<PAGE> 95
Purchase Agreement No. 1977
between
The Boeing Company
and
American Airlines, Inc.
------------------------------
This Purchase Agreement No. 1977 dated as of October _____,
1997 between The Boeing Company and American Airlines, Inc. relating to the
purchase and sale of Model 737-823 Aircraft hereby expressly incorporates by
reference all of the terms and conditions of the AGTA.
Article 1. Quantity, Model and Description.
Boeing will manufacture and sell to Customer, and Customer
will purchase, the Aircraft conforming to the Detail Specification, all in
accordance with the terms of this Purchase Agreement. The quantity of Aircraft
is specified in the Table 1 attached hereto and made a part hereof for all
purposes.
Article 2. Delivery Schedule.
The Scheduled Delivery Months of the Aircraft are as listed in
the attached Table 1.
Article 3. Price.
3.1 Basic Price. The Aircraft Basic Price (in 1995
dollars and subject to escalation in accordance with the applicable provisions
of the Purchase Agreement) for each Aircraft is listed in Table 1.
3.2 Advance Payment Base Price. The Advance Payment Base
Price for each Aircraft is listed in Table 1.
3.3 Aircraft and Advance Payment Price Components. The
components of the Aircraft Basic Price and the calculation of the Advance
Payment Base Prices for the Aircraft are listed in Table 1.
P.A. No. 1977
1
<PAGE> 96
Article 4. Payment.
4.1 Deposit. Boeing acknowledges receipt of a Deposit in
the amount of $75,000 for each Aircraft.
4.2 Advance Payments. Customer will make Advance
Payments to Boeing in the amount of 30% of the Advance Payment Base Price of
each Aircraft in accordance with the payment schedule set forth in the attached
Table 1, beginning with a payment of 1%, less the Deposit, on the date of full
execution of this Purchase Agreement. Additional Advance Payments for each
Aircraft are due on the first business day of the months and in the amounts
listed in the attached Table 1.
4.3 Advance Payments Due. For any Aircraft whose
Scheduled Delivery Month is less than 24 months from the date of this Purchase
Agreement, the total amount of Advance Payments due upon the date of full
execution of this Purchase Agreement will include all Advance Payments which
are or were due on or before that date in accordance with the Advance Payment
schedule set forth in the attached Table 1.
4.4 Payment of Balances. Customer will pay the balance
of the Aircraft Price of each Aircraft, less the total amount of Advance
Payments and Deposits received by Boeing for such Aircraft, at delivery in
accordance with the terms and conditions of the Purchase Agreement.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1 contains and
consolidates information contained in Articles 1, 2 and 3 of this Purchase
Agreement with respect to (i) quantity of Aircraft, (ii) applicable Detail
Specification, (iii) Scheduled Delivery Months, (iv) Aircraft Basic Price, (v)
applicable escalation factors, (vi) Advance Payment Base Prices, and (vii)
Advance Payments and their schedules.
5.2 Aircraft Configuration. Exhibit A to this Purchase
Agreement contains the configuration information for the Aircraft including the
Detail Specification and Optional Features.
5.3 Aircraft Delivery Requirements and Responsibilities.
Exhibit B to this Purchase Agreement contains certain documentation and
approval responsibilities of Customer and Boeing.
5.4 Defined Terms. Exhibit C to this Purchase Agreement
contains certain defined terms used in the AGTA or elsewhere in this Purchase
Agreement. All capitalized terms used in this Purchase Agreement but not
otherwise defined shall have the meaning set forth in Exhibit C to this
Purchase Agreement or elsewhere in such Purchase Agreement.
P.A. No. 1977
2
<PAGE> 97
5.5 BFE Variables. Supplemental Exhibit BFE1 to this
Purchase Agreement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft pursuant to the BFE Provisions Document.
5.6 Customer Support Variables. Supplemental Exhibit CS1
to this Purchase Agreement contains the variable information applicable to
goods and services furnished by Boeing in support of the Aircraft pursuant to
the Customer Support Document.
5.7 SLP Components. Supplemental Exhibit SLP1 to this
Purchase Agreement lists the airframe, landing gear and other components
covered by the Service Life Policy for the Aircraft as defined in Part 3 of the
Product Assurance Document.
5.8 Engine Escalation Variables. Supplemental Exhibit
EE1 to this Purchase Agreement contains the applicable escalation formula,
warranty, and patent indemnity for the Engines.
5.9 Negotiated Agreement; Entire Agreement. This
Purchase Agreement including, without limitation, the provisions of Article 8
of the AGTA relating to indemnification and insurance, and Section 11 of Part 2
of the Product Assurance Document relating to DISCLAIMER AND RELEASE and
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES has been the subject of discussion
and negotiation and is understood by the parties. The Aircraft Price and other
agreements of the parties stated in this Purchase Agreement were arrived at in
consideration of such provisions. This Purchase Agreement contains the entire
agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.
* * * * * * * * * * * * * * * *
DATED AS OF THE DATE FIRST ABOVE WRITTEN
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By By
-------------------------- ----------------------------
Its Its
-------------------------- ----------------------------
P.A. No. 1977
3
<PAGE> 98
TABLE 1 TO
PURCHASE AGREEMENT NO. 1977
737-823 AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
Page 1
<PAGE> 99
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit A to Purchase Agreement Number 1977
A-1
<PAGE> 100
AIRCRAFT CONFIGURATION
Dated October __________, 1997
relating to
BOEING MODEL 737-823 AIRCRAFT
The configuration of the Aircraft is described in Detail Specification
D6-38808-69, dated of even date herewith. The Detail Specification consists of
Boeing Standard Detail Specification D6-38808, Revision F, dated March 8, 1996,
as amended to incorporate the applicable specification language which reflects
the changes to be included herein when identified, including the effects of
such changes on the Manufacturer's Empty Weight (MEW) and Operating Empty
Weight (OEW). The current revision of the above Detail Specification
D6-38808-69 may be further revised under future change orders to reflect the
effects of additional changes and features as may be selected by Customer
concurrent with, or subsequent to, execution of this Purchase Agreement.
A-1
<PAGE> 101
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1977
P. A. No. 1977 B
<PAGE> 102
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 737-823 AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities
and indicates recommended completion deadlines for the actions to be
accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of
the Scheduled Delivery Month of each Aircraft with respect to obtaining certain
government issued documentation.
1.1 Registration Documents.
Not later than 6 months prior to delivery of each
Aircraft, Customer will notify Boeing of the registration number to be painted
on the side of the Aircraft. In addition, and not later than 3 months prior to
delivery of each Aircraft, Customer will, by letter to the regulatory authority
having jurisdiction, authorize the temporary use of such registration number by
Boeing during the pre-delivery testing of the Aircraft. Customer is
responsible for furnishing any temporary or permanent registration certificates
required by any Governmental Authority having jurisdiction to be displayed
aboard the Aircraft after delivery.
1.2 Certificate of Sanitary Construction.
Boeing will obtain from the United States Public Health
Service prior to delivery of each Aircraft a United States Certificate of
Sanitary Construction for the Aircraft being delivered. The certificate will
be delivered to Customer at delivery of each Aircraft, and Customer will
display such certificate (or a written statement of the location of the
original certificate) aboard each Aircraft after delivery to Customer.
P.A. No. 1977
B-1
<PAGE> 103
2. INSURANCE CERTIFICATES.
Insurance certificate requirements are defined in Article 8 of the
AGTA.
3. FLYAWAY CONFIGURATION AND FERRY FLIGHT INFORMATION.
3.1 Flyaway Configuration Notice.
Not later than 14 days prior to delivery of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
flyaway configuration of the Aircraft for its ferry flight. This configuration
letter should include:
(i) the name of the company which is to furnish
fuel for the ferry flight and any scheduled post-delivery flight training, the
method of payment for such fuel, and fuel load for the ferry flight;
(ii) the cargo to be loaded and where it is to
be stowed on board the Aircraft and address where cargo is to be shipped after
flyaway; and
(iii) any BFE equipment to be removed prior to
flyaway and returned to Boeing BFE stores for installation on Customer's
subsequent Aircraft.
The information contained in such configuration letter may
be changed from time to time by the mutual consent of Boeing and Customer.
3.2 Ferry Flight Information.
Customer will provide to Boeing at least 24 hours prior
to delivery of each Aircraft:
(i) a complete list of names and citizenship of
each crew member and non-revenue passenger who will be aboard the ferry flight;
and
(ii) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. Subsequent to the Boeing
production flight test, all FAA, Boeing, Customer and, if required, U.S.
Customs Bureau inspections will be scheduled by Boeing for completion prior to
delivery of the Aircraft. Customer will be informed of such schedules with as
much advance notice as practicable.
P.A. No. 1977
B-2
<PAGE> 104
4.2 Schedule of Demonstration Flights. All FAA and
Customer demonstration flights will be scheduled by Boeing for completion prior
to delivery of the Aircraft. Boeing will provide to Customer at least 14 days
prior written notice of the date, time, and location of such flight. Boeing
will notify Customer in writing of any changes to such date, time, and
location.
4.3 Schedule for Customer's Flight Crew. Boeing will
inform Customer of the date that a flight crew is required for acceptance
routines associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to
Customer, without charge, 1,000 U.S. gallons of fuel and full capacity of
engine oil at the time of delivery or prior to the ferry flight of the
Aircraft.
4.5 Flight Crew and Passenger Consumables. Boeing will
provide a sufficient supply of food, potable water, coat hangers, towels,
toilet tissue, garbage bags, drinking cups and soap for the first segment of
the ferry flight for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft all delivery papers,
documents and data for execution and delivery. Boeing will pre-position in
Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the
Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, for the sale
to Customer and any additional executed forms of such bill of sale for any
transfers of title to the Aircraft from any of Boeing's sales subsidiary so
that following recordation of such bill(s) of sale, Customer will have good and
marketable title to the Aircraft.
4.7 Delegation of Authority. Boeing will present a
certified copy of a Resolution of Boeing's Board of Directors, designating and
authorizing certain persons to act on its behalf in connection with delivery of
the Aircraft including the person executing the transfer of title documents.
4.8 Standard Airworthiness Certificate. Boeing will
provide at delivery of each Aircraft the Standard Airworthiness Certificate in
accordance with Article 3 of the AGTA.
P.A. No. 1977
B-3
<PAGE> 105
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer
will provide a copy of its Aircraft Radio Station License (or a written
statement of the location of the original license) to be placed on board the
Aircraft following delivery.
5.2 Aircraft Flight Log. At delivery Customer will provide
the Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to
Boeing at delivery of the Aircraft an original or certified copy of Customer's
Delegation of Authority designating and authorizing certain persons to act on
its behalf in connection with delivery of the specified Aircraft.
P.A. No. 1977
B-4
<PAGE> 106
PURCHASE AGREEMENT DEFINITIONS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1977
P.A. No. 1977
C
<PAGE> 107
PURCHASE AGREEMENT DEFINITIONS
Dated October ______, 1997
relating to
BOEING MODEL 737-823 AIRCRAFT
I. Definitions.
The following terms, when used in capitalized form in this Purchase Agreement,
including the AGTA and any exhibits, schedules, attachments, supplements,
amendments and letter agreements to this Purchase Agreement, have the following
meanings:
"Advance Payments" means the payments made by Customer in advance
of delivery with respect of an Aircraft pursuant to Section 4.2 of the Purchase
Agreement.
"Advance Payment Base Price" has the meaning set forth in Section
2.1.6 of the AGTA.
"Affiliate", with respect to a specified Person, means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such Person. For the purposes of this definition,
"control" when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"AGTA" has the meaning set forth in the recital of the Aircraft
General Terms Agreement of even date herewith between Boeing and Customer.
"Aircraft" means any or all, as the context requires, of the
Boeing Model 737-823 aircraft described in Table 1 to the Purchase Agreement,
together with the Engines and Parts that are incorporated or installed in or
attached to such aircraft.
"Aircraft Basic Price" has the meaning set forth in Section 2.1.4
of the AGTA.
"Aircraft Price" has the meaning set forth in Section 2.1.7 of the
AGTA.
"Aircraft Software" has the meaning set forth in Part 1 of the
Product Assurance Document.
P.A. No. 1977
C-1
<PAGE> 108
"Airframe Escalation Adjustment Document" has the meaning set forth
in Section 2.1.5 of the AGTA.
"Airframe Price" has the meaning set forth in Section 2.1.1 of the
AGTA.
"ATA" has the meaning set forth in Section 1 to Part 3 of the
Customer Support Document.
"Authorized Agent" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Average Direct Hourly Labor Rate" has the meaning set forth in
Part 1 of the Product Assurance Document.
"BFE Provisions Document" means the Buyer Furnished Equipment
Provisions Document attached to the AGTA as Exhibit A.
"Boeing" has the meaning set forth in the recital of the AGTA.
"Boeing Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Buyer Furnished Equipment" or "BFE" has the meaning set forth in
Section 1.2 of the AGTA.
"Correct" or "Correction" has the meaning set forth in Part 1 of
the Product Assurance Document.
"Corrected Boeing Product" has the meaning set forth in Part 1 of
the Product Assurance Document.
"Customer" has the meaning set forth in the recital of the AGTA.
"Customer Support Document" means the Customer Support Document
attached to the AGTA as Exhibit B.
"Deposit" means the deposit made by Customer in respect of an
Aircraft pursuant to Section 4.1 of the Purchase Agreement.
"Detail Specification" means the Detail Specification identified in
Exhibit A to the Purchase Agreement, as the same is amended from time to time
by Boeing and Customer pursuant to Article 4 of the AGTA.
"Development Changes" has the meaning set forth in Section 4.2 of
the AGTA.
P.A. No. 1977
C-2
<PAGE> 109
"Direct Labor" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Direct Materials" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Documents" has the meaning set forth in Section 1 of Part 3 to the
Customer Support Document.
"Engine" means each of the two engines installed on an Aircraft and
identified in Table 1 to the Purchase Agreement, together with any and all
Parts incorporated or installed in or attached to each such engine.
"Engine Price" has the meaning set forth in Section 2.1.3 of the
AGTA.
"Engine Supplier" means the manufacturer of the Engine.
"Escalation Adjustment" has the meaning set forth in Section 2.1.5
of the AGTA.
"Excusable Delay" has the meaning set forth in Section 7.1 of the
AGTA.
"FAA" means the Federal Aviation Administration of the United
States of America and any agency or instrumentality of the United States
government succeeding to its functions.
"Failed Component" has the meaning set forth in Section 1 of Part 3
to the Product Assurance Document.
"Failure" has the meaning set forth in Section 1 of Part 3 to the
Product Assurance Document.
"Federal Aviation Regulations" means the regulations promulgated by
the FAA from time to time and any official interpretations thereof.
"Field Services" has the meaning set forth in Section 1 of Part 2
to the Customer Support Document.
"Governmental Authority" means any federal, state, county, local or
foreign governmental entity or municipality or subdivision thereof or any
authority, arbitrator, department, commission, board, bureau, body, agency,
court or other agency or instrumentality thereof.
P.A. No. 1977
C-3
<PAGE> 110
"Governmental Regulations" means: (1) the Type Certificate for the
Aircraft; (2) any other certification, license or approval issued or required
for the Aircraft by the FAA or any other Governmental Authority having
jurisdiction over Boeing or the Aircraft; (3) any other law, rule, order or
regulation of the United States Government or any agency or instrumentality
thereof, having jurisdiction over the Aircraft or Boeing; (4) all regulations
and official interpretations of the certification, license, or approval
requirements described in (1), (2) and (3) above; and (5) all airworthiness
directives issued by the FAA.
"Interface Problem" has the meaning set forth in Section 1 of Part
5 of the Product Assurance Document.
"Manufacturer Change" has the meaning set forth in Section 3.2.1 of
the AGTA.
"Operator Changes" has the meaning set forth in Section 3.3.1 of
the AGTA.
"Optional Features" means those Parts identified as optional
features in the Detail Specification.
"Optional Features Prices" has the meaning set forth in Section
2.1.2 of the AGTA.
"Parts" means any and all appliances, parts, instruments,
appurtenances, accessories, furnishings, and other equipment or property of
whatever nature incorporated or installed in or attached to an Aircraft upon
delivery or otherwise (as applicable) pursuant to the Purchase Agreement.
"Performance Guarantees" has the meaning set forth in Section 5.4
of the AGTA.
"Person" means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Policy" has the meaning set forth in Section 1 of Part 3 of the
Product Assurance Document.
"Product Assurance Document" means the Product Assurance Document
attached to the AGTA as Exhibit C.
"Proprietary Information" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
P.A. No. 1977
C-4
<PAGE> 111
"Proprietary Materials" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
"Purchase Agreement" means Purchase Agreement No. 1977, of even
date herewith, between Boeing and Customer for the purchase of the Aircraft,
including, without limitation, the AGTA and any exhibits, schedules,
attachments, supplements, amendments and letter agreements to such Purchase
Agreement.
"Scheduled Delivery Month" means, with respect to an Aircraft, the
scheduled month and year of delivery for such Aircraft as set forth in Section
2 of the Purchase Agreement.
"Seller Furnished Equipment" or "SFE" means those Parts
incorporated or installed in, or attached to, the Aircraft by Boeing and
designated as "seller furnished equipment."
"Seller Purchased Equipment" or "SPE" means those Parts
incorporated or installed in, or attached to, the Aircraft by Boeing and
designated as "seller purchased equipment."
"SLP Component" has the meaning set forth in Section 1 of Part 3 of
Product Assurance Document.
"Standard Airworthiness Certificate" means a standard airworthiness
certificate for transport category aircraft applicable to an Aircraft issued by
the FAA pursuant to Part 21 of the Federal Aviation Regulations (or any
successor regulations).
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
"Suppliers" has the meaning set forth in Section 1 of Part 4 of the
Product Assurance Document.
"Supplier Product" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Taxes" has the meaning set forth in Section 2.2 of the AGTA.
"Type Certificate" means a type certificate for transport category
aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation
Regulations or any successor regulation.
"Warranty Inspections" has the meaning set forth in Part 1 of the
Product Assurance Document.
P.A. No. 1977
C-5
<PAGE> 112
II. Interpretive Provisions.
When reference is made to an article, section, attachment, exhibit, schedule or
supplement of the "AGTA" or a "Purchase Agreement" without further reference to
a particular letter agreement, attachment, exhibit, schedule or supplement
thereto, such reference shall be deemed to be a reference to the main text of
the AGTA or such Purchase Agreement, respectively.
P.A. No. 1977
C-6
<PAGE> 113
SUPPLEMENTAL EXHIBIT BFE1
TO
PURCHASE AGREEMENT NO. 1977
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
BUYER FURNISHED EQUIPMENT (BFE) VARIABLES
MODEL 737-823 AIRCRAFT
This Exhibit Supplement 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 of the following BFE
items by the following dates:
Galley System January 7, 1998
2. On-dock Dates.
On or before April 1, 1998, 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
for the first Aircraft is set forth below:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Delivery Seats Galleys Electronics Furnishings
Month & Year
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
January 1999 11-4-98 10-29-98 9-11-98 10-29-98
- --------------------------------------------------------------------------------------------------
</TABLE>
P.A. No. 1977
BFE1-1
<PAGE> 114
SUPPLEMENTAL EXHIBIT CS1
TO
PURCHASE AGREEMENT NO. 1977
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
737 CUSTOMER SUPPORT VARIABLES
The customized Customer Support Program will be based upon and equivalent to
the entitlements summarized below. Customer may create a customized program by
selecting from the courses, training materials, services and technical data
and documents set forth below in quantities of Customer's choosing and/or by
substituting in lieu thereof such additional or different services or materials
as the parties may mutually agree; provided, that the value of the services and
materials comprising the customized program shall not in the aggregate exceed
the value of those entitlements summarized below.
PART 1: MAINTENANCE AND FLIGHT TRAINING PROGRAMS; OPERATIONS ENGINEERING
SUPPORT
1. Maintenance Training.
1.1 General Familiarization Course.
This course provides general systems information for
Customer's upper management personnel; it does not address the maintenance of
the Aircraft and its systems in the detail required by maintenance personnel.
One class; up to 24 students.
P.A. No. 1977
CS1-1
<PAGE> 115
1.2 Mechanical/Power Plant Systems Course.
This course provides mechanical instruction on the
maintenance of the Aircraft and its systems, including engine systems.
Electrical instruction, where necessary, will be provided in order to clarify
mechanical system operation.
Two classes; up to 15 students per class.
1.3 Electrical Systems Course.
This course provides electrical instruction on the
maintenance of the Aircraft and its systems, including engine systems.
Mechanical instruction, where necessary, will be provided in order to clarify
electrical system operation.
Two classes; up to 15 students per class.
1.4 Avionics Systems Course.
This course provides instruction on the maintenance of
the Aircraft automatic flight control systems, communications and navigation
systems. It is oriented to those personnel who specialize in trouble analysis
and line maintenance on avionics systems.
Two classes; up to 15 students per class.
Note: A reasonably representative copy of the Maintenance Manual, Wiring
Diagram Manual and System Schematics Manual will be available for student
reference in each class of the courses described in Sections 1.2, 1.3 and 1.4
above. Boeing will exercise every reasonable effort to provide copies of
Customer's customized manuals for such reference.
1.5 Corrosion Prevention and Control Course.
This course provides instruction on Aircraft corrosion
prevention and control.
One class; up to 10 students.
1.6 Aircraft Rigging Course.
This course provides instruction on Aircraft rigging to
provide Customer's specialist personnel with the necessary information to rig
all flight control surfaces, landing gear components, aircraft doors and
engines.
One class; up to 6 students at a mutually agreed upon alternate facility.
P.A. No. 1977
CS1-2
<PAGE> 116
1.7 Advanced Composite Repair Course.
This course provides instruction for Customer's
structural repair personnel and promotes understanding of the design
philosophy, inspection and repair of advanced composite components.
One class; up to 8 students.
1.8 Post-Delivery Practical Observation.
If requested by Customer prior to the conclusion of the
Maintenance Training Planning Conference, Boeing will coordinate the assignment
of up to 8 of Customer's maintenance personnel to observe the routine
maintenance practices Boeing performs on the Aircraft during Customer 's flight
training in the Seattle area provided pursuant to Part 1 of the Customer
Support Document.
1.9 Supplier Training.
Each maintenance training course will include
sufficient information, for purposes of supporting line maintenance functions,
on the location, operation and servicing of Aircraft Parts provided by
Suppliers. If Customer requires additional maintenance training with respect
to any Supplier Parts, Customer shall schedule such training directly with the
supplier thereof. If Customer experiences difficulty in scheduling such
training, Boeing shall, if requested by Customer, assist Customer in
coordinating and scheduling such Supplier-provided maintenance training.
1.10 Training Materials.
Training materials will be provided to each student.
In addition, one set of training materials as used in Boeing's training
program, including visual aids, computer-based training (CBT) courseware,
instrument panel wall charts, text/graphics, video programs, etc. will be
provided for use in Customer's own training program.
1.11 Student Training Material.
No revision service will be provided for the material
provided hereunder.
1.11.1 Manuals.
Boeing will provide at the beginning of
each Maintenance Training course one copy of a training manual or equivalent
for each student attending such course.
P.A. No. 1977
CS1-3
<PAGE> 117
1.11.2 Panel Description/Component Locator/Field
Trip Checklist Manual.
Boeing will provide 1 copy of a Panel
Description/Component Locator/Field Trip Checklist Manual for each student in
the applicable Maintenance Training course.
1.12 Other Training Material.
Boeing will provide to Customer 1 set of the following
training materials, as used in the courses described above in Sections 1.1,
1.2, 1.3 and 1.4:
1.12.1 Visual Aids.
(a) 8-1/2 x 11-inch blackline
projection transparencies.
(b) Full-scale instrument panel
wall charts in the form of
black and white copies and
mylar reproducible copies.
(c) Training slides.
1.12.2 Reproducible Masters.
8-1/2 x 11-inch prints suitable for black
and white reproduction of all graphics and applicable text.
1.12.3 Video Programs.
Video programs on 3/4-inch U-matic or
1/2-inch VHS cassette formats in NTSC, PAL or SECAM standards, as selected by
Customer.
1.12.4 CBT Courseware.
CBT courseware, and instructions for
courseware installation and operation. This courseware will reflect the major
configuration of the first Aircraft as delivered to Customer.
1.12.5 Shipment of Materials.
The training materials described above will
be shipped to Customer 30 days after completion of the first class of each
applicable Maintenance Training course.
P.A. No. 1977
CS1-4
<PAGE> 118
1.12.6 Training Material - Aircraft Configuration.
The visual aids and reproducible masters
described above will, at the conclusion of the shipments thereof, reflect the
configuration of the first Aircraft as delivered to Customer.
1.13 Course Completion Records.
At the completion of the Maintenance Training, Boeing
will provide Customer with course completion records consisting of the
following:
1.13.1 Master copies of all examinations given.
1.13.2 Attendance and examination records for each
student.
1.13.3 Certificate of Completion for each course
each student successfully completes.
2. Flight Training.
2.1 Transition Training.
The flight crew training course is approved by the FAA and is
designed to train flight crews to operate the Aircraft safely and efficiently
under normal and non-normal conditions. The training will consist of ground
school (utilizing CBT), fixed base simulator, full flight simulator and actual
aircraft training on Customer's Aircraft. The flight crew training
contemplated by this paragraph 2.1 may include, at Customer's election, one
ground school observer and one flight training observer in each class in
addition to the flight crews.
8 flight crews (16 pilots).
2.2 Flight Dispatcher Training.
This course provides familiarization training on the
Aircraft's systems, operation, performance capabilities and a brief description
of the Aircraft's limitations, followed by in-depth coverage of basic
performance, flight analysis, performance for nonstandard operation and flight
planning.
2 classes of 6 students.
2.3 Flight Attendant Training.
This course provides familiarization training for
airline passenger service personnel. It includes a description of the Aircraft
and its features. Emphasis is
P.A. No. 1977
CS1-5
<PAGE> 119
placed on the equipment and furnishings with which the flight attendant is
concerned. Particular attention is given to the attendant's functions related
to communications, lighting and emergency equipment. When practicable, a field
trip to an aircraft is arranged to observe operation, location and arrangement
of equipment.
2 classes of 12 students.
2.4 Performance Engineer Training Courses.
Three types of courses are offered. A schedule for the
courses is published and mailed to all Boeing aircraft operators semiannually
and a mutually agreed upon number of Customer's personnel may attend, for as
long as Customer owns Boeing model aircraft.
2.4.1 General Performance Engineer Course.
This course provides detailed aircraft
performance information for personnel involved in route planning, performance
analysis and evaluation and engineering flight testing. The course includes a
review of basic high-speed aerodynamics and engine performance and operation.
Students will make calculations to help them recognize and understand the
variables which influence turbojet aircraft performance.
2.4.2 Model-Specific Performance Engineer Course.
This course relates to a specific model
aircraft. It covers a brief review of basic aerodynamics and basic jet engine
performance, followed by detailed coverage of specific performance for the
aircraft model type. Detailed flight planning, including emergency conditions,
is covered.
2.4.3 Operational Performance Engineer Course.
This course is directed toward personnel
who have completed the performance engineer general and specific courses and
have several years' related experience. The course includes expanded coverage
of aircraft noise, runway loading, and various operational, safety and economic
considerations.
2.5 Training Materials.
Training materials will be provided to each student.
In addition, one set of training materials as used in Boeing's training
program, including visual aids, CBT courseware, instrument panel wall charts,
text/graphics, video programs, etc., will be provided for use in Customer's own
training program.
P.A. No. 1977
CS1-6
<PAGE> 120
2.5.1 Student training material, in Boeing's
then-standard format, will be provided to Customer's personnel (1 set for each
student and observer) as listed below. No revision service will be provided
for the material provided pursuant to this Section 2.5.1.
(a) Flight Crew Course.
Operations Manual
Quick Reference Handbook
Student Training Manual
Flight Crew Training Manual
Instrument Training Manual -
as required
(b) Flight Dispatcher Course.
Flight Dispatcher Training
Manual
(c) Flight Attendant Course.
Flight Attendant Training Manual
(d) Performance Engineer Courses.
Assorted documents, excerpts
and handouts.
2.5.2 Other Training Materials.
At the conclusion of the Flight Training,
Boeing will provide one set of the following material, as used in the Flight
Training Program. Revision service will not be provided for these materials.
All paper documentation will be provided in MS Word 6.0 format or compatible PC
format.
(a) Boeing will provide a copy of
Boeing developed CBT materials
used in the Flight Training
Program. This CBT courseware
will reflect major
configuration options delivered
on Customer's first Aircraft.
Customer will require certain
equipment and materials in
order to use the CBT Program.
Equipment and materials
required to run the CBT Program
will be procured by Customer at
Customer's expense. The CBT
materials provided include the
following:
P.A. No. 1977
CS1-7
<PAGE> 121
(i) 1 copy of all lesson files
supplied on CD-ROM disc.
(ii) 1 paper copy of loading and
operation instructions for
installing the lessons on an
MS-DOS compatible Personal
computer or File Server.
(iii) 1 copy of the runtime
software required to run the
CBT lessons, together with a
license for unlimited
run-time use for presentation
via network system and/or
stand alone computer
terminals to any employee, or
contract trainee of customer
and/or any Affiliate, or
casual visitor at any
location. Customer agrees
not to sell such material.
(b) Full-Scale Color Instrument
Panel Wall Charts reflecting
the configuration of the first
Aircraft as delivered to
Customer.
(c) Flight Crew Training Record.
(d) Examinations Questions.
(e) Student Training Manual.
(f) Video programs on 3/4-inch
U-matic or 1/2 inch VHS
cassette format in NTSB, PAL or
SECAM standards as selected by
Customer.
(g) Flight Attendant Manual (50 copies).
(h) Flight Attendant Training
Course (script, slides and
video tapes on 3/4-inch U-matic
or 1/2 inch VHS cassette format
in NTBC, PAL or SECAM standards
as selected by Customer).
2.6 Additional Flight Operations Services.
2.6.1 Subject to availability, Boeing shall if
seasonably requested by Customer, provide Boeing flight crew personnel to
assist in ferrying the first Aircraft to Customer's main base, and Customer
shall pay Boeing's standard charge for such assistance;
P.A. No. 1977
CS1-8
<PAGE> 122
2.6.2 Boeing will provide up to 90 days of
instructor pilot services which will include such activities as: (1) review of
Customer's flight crew operations; (2) observation of Customer's cockpit crews;
(3) post-flight reviews of flight crew operations; (4) consultation regarding
flight crew operations; and (5) route proving flights; and
2.6.3 Boeing will provide, approximately six (6)
months after completion of the flight training provided pursuant to the
immediately preceding subparagraph (b), at a base designated by Customer, the
services of an instructor pilot for a period of two (2) weeks to review
Customer's flight crew operations or to assist Customer's instructor personnel
in conducting proficiency checks, or both.
PART 2: FIELD SERVICES AND ENGINEERING SUPPORT SERVICES
1. Planning Assistance.
Boeing will provide the following additional documents and
services:
1.1 Spares.
1.1.1 Recommended Spares Parts List (RSPL).
A customized RSPL, data and documents will
be provided to identify spare parts required for Customer's support program.
1.1.2 Illustrated Parts Catalog (IPC)
A customized IPC in accordance with ATA 100
will be provided.
1.1.3 Provisioning Training
Provisioning training will be provided for
Customer's personnel at Boeing's facilities, where documentation and technical
expertise are available. Training is focused on the initial provisioning
process and calculations reflected in the Boeing RSPL.
1.1.4 Spares Provisioning Conference
A provisioning conference will be
conducted, normally at Boeing's facilities where technical data and personnel
are available.
P.A. No. 1977
CS1-9
<PAGE> 123
PART 3: TECHNICAL INFORMATION AND MATERIALS
Boeing will provide the Documents listed in Attachment A hereto in
accordance with Part 3 of the Customer Support Document:
P.A. No. 1977
CS1-10
<PAGE> 124
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Attachment A to Supplemental Exhibit CS1
to Purchase Agreement Number 1977
P.A. No. 1977
<PAGE> 125
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 1
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C>
A. FLIGHT OPERATIONS
-----------------
1. Airplane Flight Manual
a. Advance Representative Format: 17 Printed One Side
Copy Revisions: No
Delivery: 60 days after signing Purchase Agreement
b. Customized Manual Format: 3 Printed One Side
Revisions: Yes
Delivery: On-board each
Aircraft
Format: 18 Printed One Side
Revisions: Yes
Delivery: 30 days after delivery of first Aircraft
c. Digital Performance Format: 2 3.5 inch (1.44MB)
Information (AFM-DPI) IBM Compatible Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
2. Operations Manual and
Quick Reference Handbook
a. Advance Representative Format: 17 Printed Two Sides
Format: 1 CD-ROM Framemaker
Copy Revisions: No
Delivery: 60 days after signing Purchase Agreement
b. Customized Manual Format: 18 Printed Two Sides
Format: 1 CD-ROM Framemaker
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
3. Weight and Balance Manual
a. Chapter 1 "Control"
i. Advance Representative Format: 7 Printed Two Sides
Copy Revisions: No
Delivery: As soon as practicable
ii. Customized Manual Format: 9 Printed Two Sides
Revisions: Yes
Delivery: 120 days prior to delivery of first Aircraft
b. Chapter 2 "Aircraft Format: 3 Printed One Side
Reports" Revisions: No
Delivery: On board each Aircraft
</TABLE>
P.A. No. 1977
<PAGE> 126
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 2
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C>
4. Dispatch Deviation Guide
a. Advance Representative Copy Format: 2 Printed Two Sides
2 CD-ROM Framemaker
Revisions: No
Delivery: 60 days after signing of Purchase Agreement
b. Customized Dispatch Deviation Guide Format: 14 Printed Two Sides
2 CD-ROM Framemaker
Revisions: Yes
Delivery: As soon as practicable, but no later than 60
days prior to delivery of first Aircraft
5. Flight Crew Training Manual
a. Advance Representative Copy Format: 12 Printed Two Sides
Format: 2 Digital format
Revisions: Yes
Delivery: 60 days after signing of Purchase Agreement
b. Customized Manual Format: 12 Printed Two Sides
Format: 2 Digital format
Revisions: Yes
Delivery: As soon as practicable, but no later than 60
days prior to delivery of first Aircraft
6. Fault Reporting Manual (FRM)
a. Advance Representative Format: 4 Printed Two Sides
Copy Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Manual Format: 4 Printed Two Sides
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
7. Performance Engineer's Manual Format: 5 Printed Two Sides
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
8. Jet Transport Format: 5 Printed Two Sides
Performance Methods Revisions: Yes
(Common to other models, Delivery: 90 days prior to delivery of First Aircraft
quantity indicates total
requested)
</TABLE>
P.A. No. 1977
<PAGE> 127
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 3
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C>
9. FMC Supplemental Format: 6 Printed Two Sides
Data Document Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
10. Operational Performance
Software (OPS)
a. Inflight and Report Format: ___ 9 Track Magnetic
(INFLT/REPORT)
Software Tape
in ASCII Format
2 3.5 Inch (1.44MB) IBM
Compatible Diskette; Note:
Boeing will use best
reasonable efforts to
provide in the latest
version of IATA SCAP
specifications
___ 3.5 Inch (1.4MB)
Macintosh
Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
b. Airplane Performance Format: ___ 9 Track Magnetic Tape in
Monitoring (APM/HISTRY) ASCII
Software Format
2 3.5 Inch (1.44MB) IBM
Compatible Diskette
___ 5.25 Inch (1.2MB) IBM
Compatible Diskette; Note:
Boeing will use best
reasonable efforts to
provide in the latest
version of IATA SCAP
specifications
___ 3.5 Inch (1.4MB)
Macintosh
Diskette
Revisions: Yes
Delivery: 120 days prior to delivery of first Aircraft
</TABLE>
P.A. No. 1977
<PAGE> 128
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 4
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C>
c. Takeoff Analysis Software Format: ___ 9 Track Magnetic
Boeing Takeoff Module (BTM) Tape in ASCII
Format
3 3.5 Inch 1.44MB) IBM
Compatible
Diskette; Note: Boeing will
use best reasonable efforts
to provide in the latest
version of IATA SCAP
specifications
___ 5.25 Inch (1.2MB) IBM
Compatible Diskette
___ 3.5 Inch (1.4MB) Macintosh
Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
d. Landing Analysis Software Format: ___ 9 Track Magnetic
Boeing Landing Module (BLM) Tape in ASCII
Format
3 3.5 Inch 1.44MB) IBM Compatible
Diskette; Note: Boeing will
use best reasonable
efforts to provide in the
latest version of IATA
SCAP specifications
___ 5.25 Inch (1.2MB) IBM
Compatible Diskette
___ 3.5 Inch (1.4MB) Macintosh
Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
e. Climbout Analysis Software Format: 1 3.5 Inch (1.44MB) IBM
compatible diskette; Note: Boeing
will use best reasonable efforts to
provide in the latest version of
IATA SCAP specifications
Revisions: Yes
Delivery: as soon as practicable, but no
later than concurrent with delivery
of first Aircraft
11. ETOPS Guide Vol. III Format: 15 Printed Two Sides
(Operational Guidelines Revisions: No
and Methods) Delivery: 90 days after signing Purchase Agreement
B. MAINTENANCE
1. Aircraft Maintenance Manual
a. Advance Representative Format: 1 Printed
Copy (Check One) 1 Microfilm, 16mm
Master
1 Digital Format
Delivery: 90 days after signing Purchase Agreement
</TABLE>
P.A. No. 1977
<PAGE> 129
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 5
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
b. Customized Master
Check if required: X 2 Microfilm, 16mm
Master
Check if required: X 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
c. Customized Manual Format: 1 Printed Two Sides
___ Printed One Side
1 Microfilm, 16mm
Master
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
2. Wiring Diagram Manual
a. Advance Representative Format: ___ Printed
Copy 1 Microfilm, 16mm
Duplicate
Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Master
Check if required: X 1 35mm Aperture
Cards of All
Wiring Diagrams
and Charts
Check if required: X 1 EDP Portion,
16mm
Microfilm Master
Check if required: X 2 Entire Manual,
16mm Microfilm
Master
Check if required: X 2 Digital Format
Revisions: Yes, until 90 days
after delivery of
last Aircraft
Delivery: Concurrent with
delivery of first
Aircraft
</TABLE>
P.A. No. 1977
<PAGE> 130
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 6
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
c. Customized Manual Format: 1 Standard Printed Copies of Entire
Manual
___ Standard Printed Copies of all
Sections Except EDP Portion
___ EDP Portion, 16mm Microfilm
Master
1 Entire Manual, 16mm Microfilm
Master
Revisions: Yes, until 90 days after delivery
of last Aircraft
Delivery: Concurrent with delivery of first Aircraft
3. System Schematics Manual
a. Advance Representative Format: 2 Printed
Copy Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Master
Check if required: X 1 35mm Aperture
Cards of all
Schematics
Check if required: X 2 Digital Format
Revisions: Yes, until 90 days
after delivery of
last Aircraft only
Delivery: Concurrent with
delivery of first
Aircraft
c. Customized Manual Format: 100 Printed Two Sides
Revisions: Yes, until 90 days after delivery
of last Aircraft only
___ Microfilm,
16mm Duplicate
1 Microfilm, 16mm Master
Delivery: Concurrent with delivery of first Aircraft
4. Connector Part Number Format: 4 Printed Two Sides
Options Document Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
</TABLE>
P.A. No. 1977
<PAGE> 131
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 7
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
5. Structural Repair Manual Format: 1 Printed Two Sides
___ Printed One Side
___ Microfilm,
16mm Duplicate
Check if required: X 2 Microfilm,
16mm Master
Check if required: X 2 Magnetic Tape
___ Text (Print
File Format
___ Illustrations
(CGM Format)
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
6. Component Maintenance/ Format: 15 Printed Two
Overhaul Manual Sides
7 Microfilm,
16mm Duplicate
2 Microfilm,
16mm Master
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
7. Chapter 20 Standard Format: 7 Printed Two
Overhaul Practices Sides
Manual (Common to other 1 Printed One
models, quantity indicates Side
total requested) ___ Microfilm, 16mm Duplicate
Check if required: X 2 Microfilm, 16mm Master
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
8. Chapter 20 Standard Format: ___ Printed Two
Wiring Practices Manual Sides
(Common to other models, 1 Microfilm, 16mm Duplicate
quantity indicates 1 Digital Format
total requested) 1 Microfilm, 16mm Master
Check if required: X Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
</TABLE>
P.A. No. 1977
<PAGE> 132
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 8
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
9. Nondestructive Test Manual Format: 3 Printed Two
Sides
___ Printed One Side
2 Microfilm,
16mm Duplicate
Check if required: X 2 Microfilm,
16mm Master
Check if required: X 1 Magnetic Tape
___ Text (Print File Format)
___ Illustrations (CGM Format)
Revisions: Yes
Delivery: 90 days prior to delivery of first
Aircraft
10. Service Bulletins Format: 15 Printed Two Sides
___ Digital Format
Revisions: Yes
Delivery: As developed by
Boeing
11. Service Bulletin Index Format: 4 Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
12. Corrosion Prevention Manual Format: ___ Printed Two
Sides
___ Printed One
Side
8 Microfilm,
16mm Duplicate
Check if required: X 2 Microfilm,
16mm Master
Check if required: X 1 Magnetic Tape
___ Text (Print
File Format)
___ Illustrations
(CGM Format)
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
</TABLE>
P.A. No. 1977
<PAGE> 133
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 9
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
13. Fault Isolation Manual
a. Advance Representative Copy Format: 1 Printed Two Sides
___ Digital Format
Revisions: No
Delivery: 90 days after
signing Purchase
Agreement
b. Customized Manual
Check if required: X Format: 2 Printed Two Sides
40 Microfilm,
16mm Duplicate
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
14. Power Plant Buildup Manual Format: 6 Printed Two Sides
1 Printed One Side
___ Microfilm,
16mm Duplicate
Check if required: X 1 Microfilm,
16mm Master
Check if required: X 1 Digital Format
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
15. FMS BITE Manual
a. Advance Representative Copy Format: 1 Printed Two Sides
Revisions: No
Delivery: 90 days after
signing Purchase
Agreement
b. Customized Manual Format: 150 Printed Two Sides
___ Microfilm,16mm
Duplicate
___ Microfilm,
16mm Master
Delivery: 90 days prior to
delivery of first
Aircraft
16. In Service Activities Report Format: 26 Printed Two Sides
Revisions: No
Delivery: Issued Quarterly
</TABLE>
P.A. No. 1977
<PAGE> 134
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 10
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
17. All Operator Letter Format: 26 Printed One
or Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
18. Service Letters Format: 26 Printed One
or Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
19. Structural Item Format: 10 Printed One or
Interim Advisory Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
20. Configuration Change Support Data Format: 25 Printed Two Sides
Revisions: Yes
Delivery: 45 days prior to
delivery of affected
Aircraft
21. Maintenance Tips Format: 27 Printed One or
Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
22. Combined Index Format: 6 Printed Two
Sides
___ Digital Format
23. Production Management Database Format: 1 Digital Format
C. MAINTENANCE PLANNING
1. Maintenance Planning Format: 9 Printed Two
Data (MPD) Documents Sides
2 Microfilm, 16mm Duplicate
Revisions: Yes
Delivery: 90 days after
signing Purchase
Agreement
</TABLE>
P.A. No. 1977
<PAGE> 135
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 11
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
2. Maintenance Planning Data Format: 2 Digital Format
Tasks Masterfile Revisions: Yes
Delivery: 90 days after
signing Purchase
Agreement
3. Maintenance Task Cards
a. Advance Format: 1 Printed One
Representative Copy Side
Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Masters
Check if required: X Format: 1 Microfilm,
16mm Master
Check if required: X 2 Digital Format
c. Customized Cards Format: 1 Printed One Side
___ Microfilm,
16mm Duplicate
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
4. Maintenance Inspection Format: 4 Printed Two
Interval Reports Sides
Revisions: Yes
(Common with other models Delivery: 90 days prior to
quantity indicates total delivery of first
requested) Aircraft
5. Maintenance Review Board Report Format: 6 Printed Two Sides
Revisions: Annual
Delivery: 90 days prior to
delivery of first
Aircraft
D. SPARES
1. Illustrated Parts Catalog Format: 1 Digital
(Select one format only) 1(*) Printed Two Sides
___ Printed One Side
___ Microfilm,
16mm Duplicate
Check if required: X 2 Microfilm, 16mm Master
*Revision service only Revisions: Yes, until 90 days after delivery of
last Aircraft only
Delivery: 90 days prior to delivery of first Aircraft
</TABLE>
P.A. No. 1977
<PAGE> 136
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 12
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C>
2. Standards Books Format: ___ Printed Two Sides
(Unless previously provided 30 Microfilm,16mm
pursuant to other Duplicate
agreements, in which case
applicable supplements
will be provided) Revisions: Yes
(Select one format only) Delivery: 90 days prior to
delivery of first
Aircraft
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and Equipment Format: 8 Printed Two
Planning documents Sides
Revisions: Yes
Delivery: 90 days after
signing Purchase
Agreement
2. Special Tool and Ground Format: 1 Microfilm, 35mm duplicate
Handling Equipment Drawings in Aperture Card Format
On-line via BOLD as available and as
covered by separate BOLD license
agreement
Delivery: 90 days prior to
delivery of first
Aircraft
3. Special Tool and Ground Format: 1 Printed Two
Handling Equipment Sides
Drawing Index Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
4. Supplementary Tooling Format: 2 Printed Two
Documentation (Common Sides
to other models, Revisions: Yes
quantity indicated Delivery: 90 days prior to delivery of first
total requested) Aircraft
</TABLE>
P.A. No. 1977
<PAGE> 137
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 13
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C>
5. Illustrated Tool and Format: ___ Printed One
Equipment List/Manual Side
2 Printed Two Sides
15 Microfilm, 16mm Duplicate
Check if Required X 2 Microfilm,16mm Master
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
6. Aircraft Recovery Document Format: 10 Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
7. Airplane Characteristics for Airport Planning Format: 6 Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
8. Airplane Rescue and Format: 1 Printed Two
Fire Fighting Document Sides
(Common to other models, Revisions: Yes
quantity indicates Delivery: 90 days prior to delivery of first Aircraft
total required)
9. Engine Ground Handling Document Format: 4 Printed Two Sides
Revisions: Yes
Delivery: 90 days after signing Purchase Agreement
F. Configuration, Maintenance Format: 21 Printed Two Sides
and Procedure for Revisions: Yes
Extended Range Operations Delivery: 90 days prior to delivery of first Aircraft
G. ETOPS Guide Vol. I Format: 21 Printed Two Sides
(Configuration, Maintenance Revisions: No
and Procedures Supplement) Delivery: 90 days after signing Purchase Agreement
H. ETOPS Guide Vol. II Format: 21 Printed Two Sides
(Maintenance Programs Revisions: No
Guidelines) (Common Delivery: 90 days after signing Purchase Agreement
to other models,
quantity indicates
total required)
I. Computer Software Index Format: 1 Printed Two Sides
(Common to other models, Revisions: Yes
quantity indicates Delivery: Concurrent with delivery of first Aircraft
total required)
</TABLE>
P.A. No. 1977
<PAGE> 138
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1977
Page 14
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C>
J. SUPPLIER TECHNICAL DATA
1. Service Bulletins 15
2. Ground Support Equipment 5
Data
3. Provisioning Information 5
4. Component Maintenance/ 15
Overhaul Manuals
5. Component Maintenance/ 5
Overhaul Manuals Index
(Common to other models,
quantity indicates
total required)
6. Publications Index 2
7. Product Support 6
Supplier Directory
(Common to other models,
quantity indicates
total required)
</TABLE>
P.A. No. 1977
<PAGE> 139
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit SLP1 to Purchase Agreement Number 1977
P.A. No. 1977
SLP1
<PAGE> 140
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 737 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
"Boeing Service Life Policy" of the Product Assurance Document, and is a part
of Purchase Agreement No. 1977
1. Wing.
(a) Upper and lower skins including fixed leading edge and
trailing edge skins and panels [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] and stiffeners.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section floor beams, lower beams and
spanwise beams, but not the seat tracks attached to
floor beams.
(g) Engine strut support fittings attached directly to wing
primary structure.
(h) Wing-to-body structural attachments.
(i) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and
for leading edge devices and trailing edge flaps.
(j) Trailing edge flap tracks and carriages.
(k) Fixed attachment and actuator support structure for
aileron, leading edge device and trailing edge flap
internal.
P.A. No. 1977
SLP1-1
<PAGE> 141
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and
frames between the forward pressure bulkhead and the
vertical stabilizer rear spar bulkhead and structural
support and enclosure for the auxiliary power unit but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits, excluding door
mechanisms and movable hinge components. Sills and
frames around the body openings for the passenger
doors, cargo doors and emergency exits, excluding scuff
plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, bulkheads, and gear support
structure.
(e) Main gear wheel well structure including pressure deck
and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and
the main gear wheel well aft bulkhead including
splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar
support bulkheads including terminal fittings but
excluding all system components and related
installation and connecting devices, insulation,
lining, decorative panels and related installation and
connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
P.A. No. 1977
SLP1-2
<PAGE> 142
(b) Front, rear and auxiliary spar chords, webs and
stiffeners and attachment fittings.
(c) Inspar ribs.
(d) Rudder hinges and supporting ribs, excluding bearings.
(e) Support structure in the vertical stabilizer for rudder
hinges, reaction links and actuators.
(f) Support structure for rudder internal, fixed attachment
and actuator.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spar chords, webs and stiffeners.
(c) Inspar ribs.
(d) Stabilizer center section including hinge and screw
support structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Support structure for elevator internal, fixed
attachment and actuator.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure and including the engine-mounted
support fittings.
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
P.A. No. 1977
SLP1-3
<PAGE> 143
(c) Upper and lower side struts, including spindles,
universals and reaction links.
(d) Drag strut.
(e) Bell crank.
(f) Orifice support tube.
(g) Trunnion link.
(h) Downlock links including spindles and universals.
(i) Torsion links.
(j) Actuator beam, support link and beam arm.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collars.
(f) Torsion links.
NOTE: The Service Life Policy does not cover any bearings, bolts,
bushings, clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the SLP Components.
P.A. No. 1977
SLP1-4
<PAGE> 144
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit EE1 to Purchase Agreement Number 1977
P.A. No. 1977
EE1
<PAGE> 145
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 737-823 AIRCRAFT
1. ENGINE ESCALATION. No separate Engine escalation methodology is
defined for the 737-823 Aircraft. Pursuant to the AGTA, the Engine Prices for
these Aircraft are included in and will be escalated in the same manner as the
airframe.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN. Boeing has obtained from
CFM International, Inc. (or CFM International, S.A., as the case may be) (CFM)
the right to extend to Customer the provisions of CFM's warranty as set forth
below (herein referred to as the "Warranty"); subject, however, to Customer's
acceptance of the conditions set forth herein. Accordingly, Boeing hereby
extends to Customer and Customer hereby accepts the provisions of CFM's
Warranty as hereinafter set forth, and such Warranty shall apply to all CFM56-7
type Engines (including all Modules and Parts thereof) installed in the
Aircraft at the time of delivery or purchased from Boeing by Customer for
support of the Aircraft except that, if Customer and CFM have executed, or
hereafter execute, a General Terms Agreement or other agreement for the support
of the Engines then the terms of that agreement shall be substituted for and
supersede the provisions of Sections 2.1 through 2.10 below, and Sections 2.1
through 2.10 below shall be of no force or effect and neither Boeing nor CFM
shall have any obligation arising therefrom. In consideration for Boeing's
extension of the CFM Warranty to Customer, Customer hereby releases and
discharges Boeing from any and all claims, obligations and liabilities
whatsoever arising out of the purchase or use of such CFM56-7 type Engines and
Customer hereby waives, releases and renounces all its rights in all such
claims, obligations and liabilities. In addition, Customer hereby releases and
discharges CFM from any and all claims, obligations and liabilities whatsoever
arising out of the purchase or use of such CFM56-7 type Engines except as
otherwise expressly assumed by CFM in such CFM Warranty, General Terms
Agreement or other agreement for the support of the engines between Customer
and CFM and Customer hereby waives, releases and renounces all its rights in
all such claims, obligations and liabilities.
2.1 Title. CFM warrants that at the date of delivery, CFM
has legal title to and good and lawful right to sell its CFM56-7 type Engine
and Products and furthermore warrants that such title is free and clear of all
claims, liens and encumbrances of any nature whatsoever.
P.A. No. 1977
EE1-1
<PAGE> 146
2.2 Patents.
2.2.1 CFM shall handle all claims and defend any
suit or proceeding brought against Customer insofar as based on a claim that
any product or part furnished under this Purchase Agreement constitutes an
infringement of any patent of the United States, and shall pay all damages and
costs awarded therein against Customer. This Section shall not apply to any
product or any part manufactured to Customer's design or to the aircraft
manufacturer's design. As to such product or part, CFM assumes no liability
for patent infringement.
2.2.2 CFM's liability hereunder is conditioned
upon Customer promptly notifying CFM in writing and giving CFM authority,
information and assistance (at CFM's expense) for the defense of any suit. In
case said equipment or part is held in such suit to constitute infringement and
the use of said equipment or part is enjoined, CFM shall expeditiously, at its
own expense and at its option, either (i) procure for Customer the rights to
continue using said product or part; (ii) replace the same with a satisfactory
and noninfringing product or part; or (iii) modify the same so it becomes
satisfactory and noninfringing. The foregoing shall constitute the sole remedy
of Customer and the sole liability of CFM for patent infringement.
2.2.3 The above provisions also apply to products
which are the same as those covered by this Purchase Agreement and are
delivered to Customer as part of the installed equipment on CFM56-7 powered
Aircraft.
2.3 Initial Warranty. CFM warrants that CFM56-7 Engine
products will conform to CFM's applicable specifications and will be free from
defects in material and workmanship prior to Customer's initial use of such
products.
2.4 Warranty Pass-On.
2.4.1 If requested by Customer and agreed to by
CFM in writing, CFM will extend warranty support for Engines sold by Customer
to commercial airline operators, or to other aircraft operators. Such warranty
support will be limited to the New Engine Warranty, New Parts Warranty,
Ultimate Life Warranty and Campaign Change Warranty and will require such
operator(s) to agree in writing to be bound by and comply with all the terms
and conditions, including the limitations, applicable to such warranties.
2.4.2 Any warranties set forth herein shall not
be transferable to a third party, merging company or an acquiring entity of
Customer.
2.4.3 In the event Customer is merged with, or
acquired by, another aircraft operator which has a general terms agreement with
CFM, the Warranties as set forth herein shall apply to the Engines, Modules,
and Parts.
P.A. No. 1977
EE1-2
<PAGE> 147
2.5 New Engine Warranty.
2.5.1 CFM warrants each new Engine and Module
against Failure for the initial 3000 Flight Hours as follows:
(i) Parts Credit Allowance will be
granted for any Failed Parts.
(ii) Labor Allowance for
disassembly, reassembly, test and Parts repair of any new Engine Part will be
granted for replacement of Failed Parts.
(iii) Such Parts Credit Allowance,
test and Labor Allowance will be: 100% from new to 2500 Flight Hours and
decreasing pro rata from 100% at 2500 Flight Hours to zero percent at 3000
Flight Hours.
2.5.2 As an alternative to the above allowances,
CFM shall, upon request of Customer:
(i) Arrange to have the failed
Engines and Modules repaired, as appropriate, at a facility designated by CFM
at no charge to Customer for the first 2500 Flight Hours and at a charge to
Customer increasing pro rata from zero percent of CFM's repair cost at 2500
Flight Hours to 100% of such CFM repair costs at 3000 Flight Hours.
(ii) Transportation to and from the
designated facility shall be at Customer's expense.
2.6 New Parts Warranty. In addition to the warranty
granted for new Engines and new Modules, CFM warrants Engine and Module Parts
as follows:
2.6.1 During the first 1000 Flight Hours for such
Parts and Expendable Parts, CFM will grant 100% Parts Credit Allowance or Labor
Allowance for repair labor for failed Parts.
2.6.2 CFM will grant a pro rata Parts Credit
Allowance for Scrapped Parts decreasing from 100% at 1000 Flight Hours Part
Time to zero percent at the applicable hours designated in Table 1.
P.A. No. 1977
EE1-3
<PAGE> 148
2.7 Ultimate Life Warranty.
2.7.1 CFM warrants Ultimate Life limits on the
following Parts:
(i) Fan and Compressor Disks/Drums
(ii) Fan and Compressor Shafts
(iii) Compressor Discharge Pressure
Seal (CDP)
(iv) Turbine Disks
(v) HPT Forward and Stub Shaft
(vi) LPT Driving Cone
(vii) LPT Shaft and Stub Shaft
2.7.2 CFM will grant a pro rata Parts Credit
Allowance decreasing from 100% when new to zero percent at 25,000 Flight Hours
or 15,000 Flight Cycles, whichever comes earlier. Credit will be granted only
when such Parts are permanently removed from service by a CFM or a U.S. and/or
French Government imposed Ultimate Life limitation of less than 25,000 Flight
Hours or 15,000 Flight Cycles.
2.8 Campaign Change Warranty.
2.8.1 A campaign change will be declared by CFM
when a new Part design introduction, Part modification, Part Inspection, or
premature replacement of an Engine or Module is required by a mandatory time
compliance CFM Service Bulletin or FAA Airworthiness Directive. Campaign
change may also be declared for CFM Service Bulletins requesting new Part
introduction no later than the next Engine or Module shop visit. CFM will
grant following Parts Credit Allowances:
Engines and Modules
(i) 100% for Parts in inventory or
removed from service when new or with 2500 Flight Hours or less total Part
Time.
(ii) 50% for Parts in inventory or
removed from service with over 2500 Flight Hours since new, regardless of
warranty status.
2.8.2 Labor Allowance - CFM will grant 100% Labor
Allowance for disassembly, reassembly, modification, testing, or Inspection of
CFM supplied Engines, Modules, or Parts therefor when such action is required
to comply with a mandatory time compliance CFM Service Bulletin or FAA
Airworthiness Directive. A Labor Allowance will be granted by CFM for other
CFM issued Service Bulletins if so specified in such Service Bulletins.
P.A. No. 1977
EE1-4
<PAGE> 149
2.8.3 Life Controlled Rotating Parts retired by
Ultimate Life limits including FAA and/or DGAC Airworthiness Directive, are
excluded from Campaign Change Warranty.
2.9 Limitations. THE PROVISIONS SET FORTH HEREIN ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR
IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID
PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF CFM WITH RESPECT TO CLAIMS OF ANY
KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE
OR HANDLING OF THE PRODUCTS OR PARTS THEREOF OR THEREFOR, AND IN NO EVENT SHALL
CFM'S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING
RISE TO CUSTOMER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.
2.10 Indemnity and Contribution.
2.10.1 IN THE EVENT CUSTOMER ASSERTS A CLAIM AGAINST
A THIRD PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS,
SECTION 2.9 ABOVE, CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM AND
AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION OR
INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) INCIDENT
THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION
UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES
WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF CFM, WHETHER
ACTIVE, PASSIVE OR IMPUTED.
2.10.2 CUSTOMER SHALL INDEMNIFY AND HOLD CFM
HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING
EXPENSES OF LITIGATION AND ATTORNEYS' FEES) FOR PHYSICAL INJURY TO OR DEATH OF
ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED
DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO
THE EXTENT THAT THE PAYMENTS MADE OR REQUIRED TO BE MADE BY CFM EXCEED ITS
ALLOCATED SHARE OF THE TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS
ALLEGED TO HAVE CAUSED SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE OF A
LIMITATION OF LIABILITY ASSERTED BY CUSTOMER OR BECAUSE CUSTOMER DID NOT APPEAR
IN AN ACTION BROUGHT AGAINST CFM. CUSTOMER'S OBLIGATION TO INDEMNIFY CFM
HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS CFM IS REQUIRED TO MAKE PAYMENT
PURSUANT TO A FINAL JUDGEMENT IN AN ACTION OR PROCEEDING IN
P.A. No. 1977
EE1-5
<PAGE> 150
WHICH CFM WAS A PARTY, PERSONALLY APPEARED, AND HAD THE OPPORTUNITY TO DEFEND
ITSELF. THIS INDEMNITY SHALL APPLY WHETHER OR NOT CUSTOMER'S LIABILITY IS
OTHERWISE LIMITED.
3. SEPARATE AGREEMENT. Notwithstanding the terms of Section 2, all of
the terms of Section 2 shall be deemed null and void and of no force or effect
upon written notice to Boeing from Customer that Customer has entered into a
General Terms Agreement or other agreement for the support of the Engines
directly with CFM. Such notice shall specifically reference this Section.
P.A. No. 1977
EE1-6
<PAGE> 151
TABLE 1
737X
CFM56 WARRANTY PARTS LIST
FLIGHT HOURS
<TABLE>
<CAPTION>
Flight Hours
2000 3000 4000 6000 8000 12000
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Fan Rotor/Booster
Blades X
Disk, Drum X
Spinner X
Fan Frame
Casing X
Hub & Struts X
Fairings X
Splitter (Mid Ring) X
Vanes X
Engine Mount X
No. 1 & No. 2 Bearing Support
Bearings X
Shaft X
Support (Case) X
Inlet Gearbox & No. 3 Bearing
Bearings X
Gear X
Case X
Compressor Rotor
Blades X
Disk & Drums X
Shaft X
Compressor Stator
Casing X
Shrouds X
Vanes X
Variable Stator Actuating Rings X
Combustor Diffuser Nozzle (CDN)
Casings X
Combustor Liners X
Fuel Atomizer X
HPT Nozzle X
HPT Nozzle Support X
HPT Shroud X
</TABLE>
P.A. No.1977
EE1-7
<PAGE> 152
TABLE 1
737X
CFM56 WARRANTY PARTS LIST
(continued)
<TABLE>
<CAPTION>
Flight Hours
2000 3000 4000 6000 8000 12000
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
HPT Rotor
Blades X
Disks X
Shafts X
Retaining Ring X
LP Turbine
Casing X
Vane Assemblies X
Interstage Seals X
Shrouds X
Disks X
Shaft X
Bearings X
Blades X
Turbine Frame
Casing & Struts X
Hub X
Sump X
Accessory & Transfer Gearboxes
Case X
Shafts X
Gears X
Bearings X
Air-Oil Seals X
Controls & Accessories
Engine X
Condition Monitoring Equipment X
</TABLE>
P.A. No.1977
EE1-8
<PAGE> 153
PURCHASE AGREEMENT NO. 1978
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
DATED AS OF OCTOBER __, 1997
RELATING TO BOEING MODEL 757-223 AIRCRAFT
<PAGE> 154
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
ARTICLES NUMBER
-------- ------
<S> <C>
1. Quantity, Model and Description 1
2. Delivery Schedule 1
3. Price 1
4. Payment 2
5. Miscellaneous 2
TABLE
-----
1. Aircraft Delivery, Description, Price and Advance Payments
EXHIBITS
--------
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
C. Defined Terms
SUPPLEMENTAL EXHIBITS
- ---------------------
BFE1. BFE Variables
CS1. Customer Support Variables
SLP1. Service Life Policy Components
EE1. Engine Escalation, Engine Warranty and Patent Indemnity
</TABLE>
P.A. No. 1978
i
<PAGE> 155
<TABLE>
<S> <C>
LETTER AGREEMENTS
Letter Agreement No. 6-1162-AKP-070 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-071 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-072 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-073 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-088 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-089 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-090 Aircraft Performance Guarantees
</TABLE>
P.A. No. 1978
ii
<PAGE> 156
<TABLE>
<S> <C>
Letter Agreement No. 6-1162-AKP-091 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-092 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-093 Escalation Sharing
Letter Agreement No. 6-1162-AKP-094 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-095 Price Adjustment on Rolls Royce Engines
Letter Agreement No. 6-1162-AKP-097 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-117 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
</TABLE>
P.A. No. 1978
iii
<PAGE> 157
Purchase Agreement No. 1978
between
The Boeing Company
and
American Airlines, Inc.
------------------------------
This Purchase Agreement No. 1978 dated as of October __, 1997
between The Boeing Company and American Airlines, Inc. relating to the purchase
and sale of Model 757-223 Aircraft hereby expressly incorporates by reference
all of the terms and conditions of the AGTA.
Article 1. Quantity, Model and Description.
Boeing will manufacture and sell to Customer, and Customer
will purchase, the Aircraft conforming to the Detail Specification, all in
accordance with the terms of this Purchase Agreement. The quantity of Aircraft
is specified in the Table 1 attached hereto and made a part hereof for all
purposes.
Article 2. Delivery Schedule.
The Scheduled Delivery Months of the Aircraft are as listed in
the attached Table 1.
Article 3. Price.
3.1 Basic Price. The Aircraft Basic Price (in 1995
dollars and subject to escalation in accordance with the applicable provisions
of the Purchase Agreement) for each Aircraft is listed in Table 1.
3.2 Advance Payment Base Price. The Advance Payment Base
Price for each Aircraft is listed in Table 1.
3.3 Aircraft and Advance Payment Price Components. The
components of the Aircraft Basic Price and the calculation of the Advance
Payment Base Prices for the Aircraft are listed in Table 1.
P.A. No. 1978
1
<PAGE> 158
Article 4. Payment.
4.1 Deposit. Boeing acknowledges receipt of a Deposit in
the amount of $100,000 for each
Aircraft.
4.2 Advance Payments. Customer will make Advance Payments
to Boeing in the amount of 30% of the Advance Payment Base Price of each
Aircraft in accordance with the payment schedule set forth in the attached Table
1, beginning with a payment of 1%, less the Deposit, on the date of full
execution of this Purchase Agreement. Additional Advance Payments for each
Aircraft are due on the first business day of the months and in the amounts
listed in the attached Table 1.
4.3 Advanced Payments Due. For any Aircraft whose
Scheduled Delivery Month is less than 24 months from the date of this Purchase
Agreement, the total amount of Advance Payments due upon the date of full
execution of this Purchase Agreement will include all Advance Payments which are
or were due on or before that date in accordance with the Advance Payment
schedule set forth in the attached Table 1.
4.4 Payment of Balance. Customer will pay the balance of
the Aircraft Price of each Aircraft, less the total amount of Advance Payments
and Deposits received by Boeing for such Aircraft, at delivery in accordance
with the terms and conditions of the Purchase Agreement.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1 contains and
consolidates information contained in Articles 1, 2 and 3 of this Purchase
Agreement with respect to (i) quantity of Aircraft, (ii) applicable Detail
Specification, (iii) Scheduled Delivery Months, (iv) Aircraft Basic Price, (v)
applicable escalation factors, (vi) Advance Payment Base Prices, and (vii)
Advance Payments and their schedules.
5.2 Aircraft Configuration. Exhibit A to this Purchase
Agreement contains the configuration information for the Aircraft including the
Detail Specification and Optional Features.
5.3 Aircraft Delivery Requirements and Responsibilities.
Exhibit B to this Purchase Agreement contains certain documentation and approval
responsibilities of Customer and Boeing.
5.4 Defined Terms. Exhibit C to this Purchase Agreement
contains certain defined terms used in the AGTA or elsewhere in this Purchase
Agreement. All capitalized terms used in this Purchase Agreement but not
otherwise defined shall have the meaning set forth in Exhibit C to this Purchase
Agreement or elsewhere in such Purchase Agreement.
P.A. No. 1978
2
<PAGE> 159
5.5 BFE Variables. Supplemental Exhibit BFE1 to this
Purchase Agreement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft pursuant to the BFE Provisions Document.
5.6 Customer Support Variables. Supplemental Exhibit CS1
to this Purchase Agreement contains the variable information applicable to goods
and services furnished by Boeing in support of the Aircraft pursuant to the
Customer Support Document.
5.7 SLP Components. Supplemental Exhibit SLP1 to this
Purchase Agreement lists the airframe, landing gear and other components covered
by the Service Life Policy for the Aircraft as defined in Part 3 of the Product
Assurance Document.
5.8 Engine Escalation Variables. Supplemental Exhibit EE1
to this Purchase Agreement contains the applicable escalation formula, warranty,
and the patent indemnity for the Engines.
5.9 Negotiated Agreement; Entire Agreement. This Purchase
Agreement including, without limitation, the provisions of Article 8 of the AGTA
relating to indemnification and insurance, and Section 11 of Part 2 of the
Product Assurance Document relating to DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES has been the subject of discussion and
negotiation and is understood by the parties. The Aircraft Price and other
agreements of the parties stated in this Purchase Agreement were arrived at in
consideration of such provisions. This Purchase Agreement contains the entire
agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.
* * * * * * * * * * * * * * * *
DATED AS OF THE DATE FIRST ABOVE WRITTEN
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By By
------------------------------- -------------------------------
Its Its
------------------------------ ------------------------------
P.A. No. 1978
3
<PAGE> 160
TABLE 1 TO
PURCHASE AGREEMENT NO. 1978
757-223 AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
Page 1 of 1
<PAGE> 161
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit A to Purchase Agreement Number 1978
P.A. No. 1978
A
<PAGE> 162
AIRCRAFT CONFIGURATION
Dated October ____, 1997
relating to
BOEING MODEL 757-223 AIRCRAFT
The configuration of the Aircraft is described in Detail Specification
D6-44010-75, Revision S, dated March 29, 1996, as amended to incorporate the
applicable specification language which reflects the changes listed below,
including the effects of such changes on the Manufacturer's Empty Weight (MEW)
and Operating Empty Weight (OEW). The current revision of the above Detail
Specification D6-44010-75 will be further revised under future change orders to
reflect the effects of additional changes and features as may be selected by
Customer concurrent with, or subsequent to, execution of this Purchase
Agreement.
P.A. No. 1978
A-1
<PAGE> 163
Price
per A/P
1995$
CR/Title (8 A/P)
- --------------------------------------------------------------------------------
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
A-2
<PAGE> 164
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1978
P.A. No. 1978
B
<PAGE> 165
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 757-223 AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of
the Scheduled Delivery Month of each Aircraft with respect to obtaining certain
government issued documentation.
1.1 Registration Documents.
Not later than 6 months prior to delivery of each Aircraft,
Customer will notify Boeing of the registration number to be painted on the side
of the Aircraft. In addition, and not later than 3 months prior to delivery of
each Aircraft, Customer will, by letter to the regulatory authority having
jurisdiction, authorize the temporary use of such registration number by Boeing
during the pre-delivery testing of the Aircraft. Customer is responsible for
furnishing any temporary or permanent registration certificates required by any
Governmental Authority having jurisdiction to be displayed aboard the Aircraft
after delivery.
1.2 Certificate of Sanitary Construction.
Boeing will obtain from the United States Public Health
Service prior to delivery of each Aircraft a United States Certificate of
Sanitary Construction for the Aircraft being delivered. The certificate will be
delivered to Customer at delivery of each Aircraft, and Customer will display
such certificate (or a written statement of the location of the original
certificate) aboard each Aircraft after delivery to Customer.
P.A. No. 1978
B-1
<PAGE> 166
2. INSURANCE CERTIFICATES.
Insurance certificate requirements are defined in Article 8 of the
AGTA.
3. FLYAWAY CONFIGURATION AND FERRY FLIGHT INFORMATION.
3.1 Flyaway Configuration Notice.
Not later than 14 days prior to delivery of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
flyaway configuration of the Aircraft for its ferry flight. This configuration
letter should include:
(i) the name of the company which is to furnish fuel for
the ferry flight and any scheduled post-delivery flight training, the method of
payment for such fuel, and fuel load for the ferry flight;
(ii) the cargo to be loaded and where it is to be stowed
on board the Aircraft and address where cargo is to be shipped after flyaway;
and
(iii) any BFE equipment to be removed prior to flyaway and
returned to Boeing BFE stores for installation on Customer's subsequent
Aircraft.
The information contained in such configuration letter may be
changed from time to time by the mutual consent of Boeing and Customer.
3.2 Ferry Flight Information.
Customer will provide to Boeing at least 24 hours prior to
delivery of each Aircraft:
(i) a complete list of names and citizenship of each crew
member and non-revenue passenger who will be aboard the ferry flight; and
(ii) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. Subsequent to the Boeing production
flight test, all FAA, Boeing, Customer and, if required, U.S. Customs Bureau
inspections will be scheduled by Boeing for completion prior to delivery of the
Aircraft. Customer will be informed of such schedules with as much advance
notice as practicable.
P.A. No. 1978
B-2
<PAGE> 167
4.2 Schedule of Demonstration Flights. All FAA and Customer
demonstration flights will be scheduled by Boeing for completion prior to
delivery of the Aircraft. Boeing will provide to Customer at least 14 days prior
written notice of the date, time, and location of such flight. Boeing will
notify Customer in writing of any changes to such date, time, and location.
4.3 Schedule for Customer's Flight Crew. Boeing will inform
Customer of the date that a flight crew is required for acceptance routines
associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to Customer,
without charge, 1,600 U.S. gallons of fuel and full capacity of engine oil at
the time of delivery or prior to the ferry flight of the Aircraft.
4.5 Flight Crew and Passenger Consumables. Boeing will provide a
sufficient supply of food, potable water, coat hangers, towels, toilet tissue,
garbage bags, drinking cups and soap for the first segment of the ferry flight
for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft all delivery papers, documents
and data for execution and delivery. Boeing will pre-position in Oklahoma City,
Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an
executed original Form 8050-2, Aircraft Bill of Sale, for the sale to Customer
and any additional executed forms of such bill of sale for any transfers of
title to the Aircraft from any of Boeing's sales subsidiary so that following
recordation of such bill(s) of sale, Customer will have good and marketable
title to the Aircraft.
4.7 Delegation of Authority. Boeing will present a certified copy
of a Resolution of Boeing's Board of Directors, designating and authorizing
certain persons to act on its behalf in connection with delivery of the Aircraft
including the person executing the transfer of title documents.
4.8 Standard Airworthiness Certificate. Boeing will provide at
delivery of each Aircraft the Standard Airworthiness Certificate in accordance
with Article 3 of the AGTA.
P.A. No. 1978
B-3
<PAGE> 168
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer will
provide a copy of its Aircraft Radio Station License (or a written statement of
the location of the original license) to be placed on board the Aircraft
following delivery.
5.2. Aircraft Flight Log. At delivery Customer will provide the
Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to Boeing at
delivery of the Aircraft an original or certified copy of Customer's Delegation
of Authority designating and authorizing certain persons to act on its behalf in
connection with delivery of the specified Aircraft.
P.A. No. 1978
B-3
<PAGE> 169
PURCHASE AGREEMENT DEFINITIONS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1978
P.A. No. 1978
C
<PAGE> 170
PURCHASE AGREEMENT DEFINITIONS
Dated October ____, 1997
relating to
BOEING MODEL 757-223 AIRCRAFT
I. Definitions.
The following terms, when used in capitalized form in this Purchase Agreement,
including the AGTA and any exhibits, schedules, attachments, supplements,
amendments and letter agreements to this Purchase Agreement, have the following
meanings:
"Advance Payments" means the payments made by Customer in advance of
delivery with respect of an Aircraft pursuant to Section 4.2 of the Purchase
Agreement.
"Advance Payment Base Price" has the meaning set forth in Section 2.1.6
of the AGTA.
"Affiliate", with respect to a specified Person, means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "control"
when used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
"AGTA" has the meaning set forth in the recital of the Aircraft General
Terms Agreement of even date herewith between Boeing and Customer.
"Aircraft" means any or all, as the context requires, of the Boeing
Model 757-223 aircraft described in Table 1 to the Purchase Agreement, together
with the Engines and Parts that are incorporated or installed in or attached to
such aircraft.
"Aircraft Basic Price" has the meaning set forth in Section 2.1.4 of
the AGTA.
"Aircraft Price" has the meaning set forth in Section 2.1.7 of the
AGTA.
P.A. No. 1978
C-1
<PAGE> 171
"Aircraft Software" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Airframe Escalation Adjustment Document" has the meaning set forth in
Section 2.1.5 of the AGTA.
"Airframe Price" has the meaning set forth in Section 2.1.1 of the
AGTA.
"ATA" has the meaning set forth in Section 1 to Part 3 of the Customer
Support Document.
"Authorized Agent" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Average Direct Hourly Labor Rate" has the meaning set forth in Part 1
of the Product Assurance Document.
"BFE Provisions Document" means the Buyer Furnished Equipment
Provisions Document attached to the AGTA as Exhibit A.
"Boeing" has the meaning set forth in the recital of the AGTA.
"Boeing Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Buyer Furnished Equipment" or "BFE" has the meaning set forth in
Section 1.2 of the AGTA.
"Correct" or "Correction" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Corrected Boeing Product" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Customer" has the meaning set forth in the recital of the AGTA.
"Customer Support Document" means the Customer Support Document
attached to the AGTA as Exhibit B.
"Deposit" means the deposit made by Customer in respect of an Aircraft
pursuant to Section 4.1 of the Purchase Agreement.
"Detail Specification" means the Detail Specification identified in
Exhibit A to the Purchase Agreement, as the same is amended from time to time by
Boeing and Customer pursuant to Article 4 of the AGTA.
"Development Changes" has the meaning set forth in Section 4.2 of the
AGTA.
P.A. No. 1978
C-2
<PAGE> 172
"Direct Labor" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Direct Materials" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Documents" has the meaning set forth in Section 4.6 of Part 3 to the
Customer Support Document.
"Engine" means each of the two engines installed on an Aircraft and
identified in Table 1 to the Purchase Agreement, together with any and all Parts
incorporated or installed in or attached to each such engine.
"Engine Price" has the meaning set forth in Section 2.1.3 of the AGTA.
"Engine Price Adjustment" means the adjustment to the Engine Price
determined in accordance with the formula set forth in Supplemental Exhibit EE1
to the Purchase Agreement.
"Engine Supplier" means the manufacturer of the Engine.
"Escalation Adjustment" has the meaning set forth in Section 2.1.5 of
the AGTA.
"Excusable Delay" has the meaning set forth in Section 7.1 of the AGTA.
"FAA" means the Federal Aviation Administration of the United States of
America and any agency or instrumentality of the United States government
succeeding to its functions.
"Failed Component" has the meaning set forth in Section 1 of Part 3 to
the Product Assurance Document.
"Failure" has the meaning set forth in Section 1 of Part 3 to the
Product Assurance Document.
"Federal Aviation Regulations" means the regulations promulgated by the
FAA from time to time and any official interpretations thereof.
"Field Services" has the meaning set forth in Section 1 of Part 2 to
the Customer Support Document.
"Governmental Authority" means any federal, state, county, local or
foreign governmental entity or municipality or subdivision thereof or any
authority, arbitrator,
P.A. No. 1978
C-3
<PAGE> 173
department, commission, board, bureau, body, agency, court or other agency or
instrumentality thereof.
"Governmental Regulations" means: (1) the Type Certificate for the
Aircraft; (2) any other certification, license or approval issued or required
for the Aircraft by the FAA or any other Governmental Authority having
jurisdiction over Boeing or the Aircraft; (3) any other law, rule, order or
regulation of the United States Government or any agency or instrumentality
thereof, having jurisdiction over the Aircraft or Boeing; (4) all regulations
and official interpretations of the certification, license, or approval
requirements described in (1), (2) and (3) above; and (5) all airworthiness
directives issued by the FAA.
"Interface Problem" has the meaning set forth in Section 1 of Part 5 of
the Product Assurance Document.
"Manufacturer Change" has the meaning set forth in Section 3.2.1 of the
AGTA.
"Operator Changes" has the meaning set forth in Section 3.3.1 of the
AGTA.
"Optional Features" means those Parts identified as optional features
in the Detail Specification.
"Optional Features Prices" has the meaning set forth in Section 2.1.2
of the AGTA.
"Parts" means any and all appliances, parts, instruments,
appurtenances, accessories, furnishings, and other equipment or property of
whatever nature incorporated or installed in or attached to an Aircraft upon
delivery or otherwise pursuant to the Purchase Agreement.
"Performance Guarantees" has the meaning set forth in Section 5.4 of
the AGTA.
"Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Policy" has the meaning set forth in Section 1 of Part 3 of the
Product Assurance Document.
"Product Assurance Document" means the Product Assurance Document
attached to the AGTA as Exhibit C.
P.A. No. 1978
C-4
<PAGE> 174
"Proprietary Information" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
"Proprietary Materials" has the meaning set forth in Section 1 of Part
5 to the Customer Support Document.
"Purchase Agreement" means Purchase Agreement No. 1978, of even date
herewith, between Boeing and Customer for the purchase of the Aircraft,
including, without limitation, the AGTA and any exhibits, schedules,
attachments, supplements, amendments and letter agreements to such Purchase
Agreement.
"Scheduled Delivery Month" means, with respect to an Aircraft, the
scheduled month and year of delivery for such Aircraft as set forth in Section 2
of the Purchase Agreement.
"Seller Furnished Equipment" or "SFE" means those Parts incorporated or
installed in, or attached to, the Aircraft by Boeing and designated as "seller
furnished equipment."
"Seller Purchased Equipment" or "SPE" means those Parts incorporated or
installed in, or attached to, the Aircraft by Boeing and designated as "seller
purchased equipment."
"Standard Airworthiness Certificate" means a standard airworthiness
certificate for transport category aircraft applicable to an Aircraft issued by
the FAA pursuant to Part 21 of the Federal Aviation Regulations (or any
successor regulations).
"SLP Component" has the meaning set forth in Section 1 of Part 3 of
Product Assurance Document.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
"Suppliers" has the meaning set forth in Section 1 of Part 4 of the
Product Assurance Document.
"Supplier Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Taxes" has the meaning set forth in Section 2.2 of the AGTA.
"Type Certificate" means a type certificate for transport category
aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation
Regulations or any successor regulation.
P.A. No. 1978
C-5
<PAGE> 175
"Warranty Inspections" has the meaning set forth in Part 1 of the
Product Assurance Document.
II. Interpretive Provisions.
When reference is made to an article, section, attachment, exhibit, schedule or
supplement of the "AGTA" or a "Purchase Agreement" without further reference to
a particular letter agreement, attachment, exhibit, schedule or supplement
thereto, such reference shall be deemed to be a reference to the main text of
the AGTA or such Purchase Agreement, respectively.
P.A. No. 1978
C-6
<PAGE> 176
SUPPLEMENTAL EXHIBIT BFE1
TO
PURCHASE AGREEMENT NO. 1978
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
BUYER FURNISHED EQUIPMENT (BFE) VARIABLES
MODEL 757-223
This Exhibit Supplement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft.
1. Supplier Selection.
Customer has selected and notified Boeing of the supplier for the seats
and galley system.
2. On-dock Dates.
Boeing has provided to Customer a BFE Requirements On-Dock/Inventory
Document (BFE Document) setting forth the items, quantities, on-dock dates and
shipping instructions relating to the in sequence installation of BFE, which may
be periodically revised. In the future, Boeing may submit 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 and such BFE Report will be deemed to be a BFE
Document.
P.A. No. 1978
BFE1-1
<PAGE> 177
SUPPLEMENTAL EXHIBIT CS1
TO
PURCHASE AGREEMENT NO. 1978
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
757 CUSTOMER SUPPORT VARIABLES
This outline summarizes Boeing's Customer support program to assist Customer in
the introduction and economical long term operation of its Boeing aircraft. This
program generally includes the following:
1. Maintenance Training.
1.1 Maintenance Training Minor Model Differences Course, if
required, covering operational, structural or systems differences between
Customer's newly-purchased Aircraft and an aircraft of the same model currently
operated by Customer; 1 class of 15 students;
1.2 Training materials, if applicable, will be provided to each
student. In addition, one set of training materials as used in Boeing's training
program, including visual aids, text and graphics will be provided for use in
Customer's own training program.
2. Flight Training.
Boeing will provide, if required, one classroom course to acquaint up
to 15 students with operational, systems and performance differences between
Customer's newly-purchased Aircraft and an aircraft of the same model currently
operated by Customer. Any training materials used in Flight Training, if
required, will be provided for use in Customer's own training program.
P.A. No. 1978
CS1-1
<PAGE> 178
3. Exchange of Training Entitlements.
If Customer chooses not to receive all or any portion of the training
entitlements pursuant to Sections 1 and 2, the value of such unused training
entitlements may be exchanged for training in support of another model of
aircraft purchased from Boeing; provided, that the aggregate value of training
provided by Boeing shall not exceed the value of the training entitlements in
Sections 1 and 2.
4. Planning Assistance.
4.1 Maintenance and Ground Operations. Upon request, Boeing will
provide planning assistance regarding Minor Model Differences requirements for
facilities, tools and equipment.
4.2 Spares. Boeing will revise, as applicable, the customized
Recommended Spares Parts List (RSPL) and Illustrated Parts Catalog (IPC).
5. Technical Data and Documents.
Boeing will revise, as applicable, technical data and documents
provided with previously delivered aircraft.
P.A. No. 1978
CS1-2
<PAGE> 179
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit SLP1 to Purchase Agreement Number 1978
P.A. No. 1978
SLP1
<PAGE> 180
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 757 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
"Boeing Service Life Policy" of the Product Assurance Document, and is a part of
Purchase Agreement No. 1978.
1. Wing.
(a) Upper and lower skins including fixed leading edge and
trailing edge skins and panels [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.], and stiffeners.
(b) Wing spar webs, chords, and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section lower beams, spanwise beams and
floor beams, but not the seat tracks attached to the
beams.
(g) Wing-to-body structural attachments.
(h) Engine strut support fittings attached directly to wing
primary structure.
(i) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and
for leading edge devices and trailing edge flaps.
(j) Trailing edge flap tracks and carriages.
(k) Fixed attachment and actuator support structure
aileron, leading edge device and trailing edge flap
internal.
P.A. No. 1978
SLP1-1
<PAGE> 181
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and
frames between the forward pressure bulkhead and the
vertical stabilizer rear spar bulkhead, and structural
support and enclosure for the auxiliary power unit but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits, excluding door
mechanisms and movable hinge components. Sills and
frames around the body openings for the passenger
doors, cargo doors and emergency exits, excluding scuff
plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, forward and aft bulkheads, and
the gear support structure.
(e) Main gear wheel well structure including pressure deck,
bulkheads and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and
the main gear wheel well aft bulkhead, including
splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar
support bulkheads including terminal fittings but
excluding all system components and related
installation and connecting devices, insulation,
lining, decorative panels, and related installation and
connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
P.A. No. 1978
SLP1-2
<PAGE> 182
(b) Front, rear and auxiliary spar chords, webs, and
stiffeners, and attachment fittings between vertical
stabilizer and body.
(c) Inspar ribs.
(d) Support structure in the vertical stabilizer for rudder
hinges, reaction links and actuator.
(e) Support structure for rudder internal, fixed attachment
and actuator.
(f) Rudder hinges and supporting ribs, excluding bearings.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front, rear and auxiliary spar chords, webs, and
stiffeners.
(c) Inspar ribs.
(d) Stabilizer center splice fittings, pivot and screw
support structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Support structure for elevator internal, fixed
attachment and actuator.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure.
(e) For Aircraft equipped with Pratt & Whitney engines
only, the engine mounted support fittings.
6. Main Landing Gear.
(a) Outer cylinder.
P.A. No. 1978
SLP1-3
<PAGE> 183
(b) Inner cylinder.
(c) Upper and lower side struts, including spindles and
universals.
(d) Drag strut.
(e) Side strut reaction link.
(f) Side strut support link.
(g) Downlock links including spindles and universals.
(h) Orifice plate.
(i) Trunnion link.
(j) Truck beam.
(k) Axles.
(l) Torsion links.
(m) Stabilizer link.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder.
(c) Upper and lower drag strut, including lock links.
(d) Axles.
(e) Torsion links.
(f) Steering plates and steering collar.
(g) Orifice plate.
NOTE: The Service Life Policy does not cover any bearings, bolts,
bushings, clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the SLP Components.
P.A. No. 1978
SLP1-4
<PAGE> 184
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit EE1 to Purchase Agreement Number 1978
P.A. No. 1978
EE1-1
<PAGE> 185
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 757 AIRCRAFT
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in Table 1 of the
Purchase Agreement includes an aggregate price for Rolls Royce RB211 series
Engines and all accessories, equipment and parts therefor provided by the Engine
Supplier. The adjustment in Engine Price applicable to each Aircraft ("Engine
Price Adjustment" herein) will be determined at the time of Aircraft delivery in
accordance with the following formula:
Pa = (Po + F) (AA + BB + CC) - Po
(b) The following definitions will apply herein:
Pa = Engine Price Adjustment
Po = The Engine Price as set forth in Table 1 of the Purchase
Agreement.
F = 0.005 (N) (Po). Where N = the calendar year of
scheduled Engine delivery, minus 1995. For purposes of
this calculation, Engine delivery is assumed to be 2
months prior to the Scheduled Delivery Month of the
Aircraft.
AA = .60 x L
-------
$17.273
BB = .30 x M
-------
122.90
CC = .10 x E
-------
77.70
In determining the value of AA, BB and CC, the ratios of L divided by $17.273, M
divided by 122.90 and E divided by 77.70 will each be expressed as a decimal
which will not be rounded, but the value resulting from multiplying such ratios
by the respective constants (.60, .30 and .10) will be expressed as a decimal
and rounded to the nearest ten-thousandth.
P.A. No. 1978
EE1-2
<PAGE> 186
L = The arithmetic average of the Average Hourly Earnings for the
15th, 14th and 13th months prior to the Scheduled Delivery
Month of the Aircraft. Such arithmetic average will be
expressed as a decimal and rounded to the nearest thousandth.
$17.273 = Average Hourly Earnings - SIC 3724 for the average of April,
May and June 1994.
M = The arithmetic average of the Producer Price Indices - Code 10
(Base Year 1982 = 100) for the 15th, 14th and 13th months
prior to the Scheduled Delivery Month of the Aircraft. Such
arithmetic average will be expressed as a decimal and rounded
to the nearest hundredth.
122.90 = Producer Price Index - Code 10 for the average of April, May
and June 1994.
E = The arithmetic average of the Producer Price Indices - Code 5
(Base Year 1982 = 100) for the 15th, 14th and 13th months
prior to the Scheduled Delivery Month of the Aircraft. Such
arithmetic average will be expressed as a decimal and rounded
to the nearest hundredth.
77.70 = Producer Price Index - Code 5 for the average of April, May
and June 1994.
The Engine Price Adjustment will not be made if it would result in a decrease in
the Engine Price.
The Average Hourly Earnings and Producer Price Indices referred to above are
defined below:
(i) Average Hourly Earnings. SIC 3724 of the Industry Group
"Hourly Earnings of Aircraft Engines and Engine Parts Production Workers"
published by the Bureau of Labor Statistics, U.S. Department of Labor.
(ii) Producer Price Index. Code 10 for the Commodities Group "Metals
and Metal Products" published by the Bureau of Labor Statistics, U.S. Department
of Labor.
(iii) Producer Price Index. Code 5 for the Commodities Group "Fuels
and Related Products and Power" published by the Bureau of Labor Statistics,
U.S. Department of Labor.
The values of the Average Hourly Earnings and Producer Price Indices used in
determining the Engine Price Adjustment will be those published by the Bureau of
Labor
P.A. No. 1978
EE1-3
<PAGE> 187
Statistics, U.S. Department of Labor as of a date 30 days prior to the
Scheduled Delivery Month of the Aircraft. Such values will be considered final
and no Engine Price Adjustment will be made after Aircraft delivery for any
subsequent changes in published values.
NOTE: Any rounding of a number, as required under this Supplemental Exhibit
EE1 with respect to escalation of the Engine Price, will be
accomplished as follows: if the first digit of the portion to be
dropped from the number to be rounded is five or greater, the preceding
digit will be raised to the next higher number.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.
The warranty and product support plan for the Engines shall be
negotiated directly between Customer and Rolls-Royce plc.
P.A. No. 1978
EE1-4
<PAGE> 188
PURCHASE AGREEMENT NO. 1979
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
DATED AS OF OCTOBER __, 1997
RELATING TO BOEING MODEL 767-323ER AIRCRAFT
<PAGE> 189
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
ARTICLES NUMBER
-------- ------
<S> <C>
1. Quantity, Model and Description 1
2. Delivery Schedule 1
3. Price 1
4. Payment 2
5. Miscellaneous 2
TABLE
-----
1. Aircraft Delivery, Description, Price and Advance Payments
EXHIBITS
--------
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
C. Defined Terms
SUPPLEMENTAL EXHIBITS
- ---------------------
BFE1. BFE Variables
CS1. Customer Support Variables
SLP1. Service Life Policy Components
EE1. Engine Escalation, Engine Warranty and Patent Indemnity
</TABLE>
P.A. No. 1979 i
<PAGE> 190
<TABLE>
<S> <C>
LETTER AGREEMENTS
- -----------------
Letter Agreement No. 6-1162-AKP-070 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-071 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-072 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-073 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-099 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-100 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-101 Aircraft Performance Guarantees
</TABLE>
P.A. No. 1979 ii
<PAGE> 191
<TABLE>
<S> <C>
Letter Agreement No. 6-1162-AKP-102 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-103 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-104 Escalation Sharing
Letter Agreement No. 6-1162-AKP-105 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-106 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-117 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
</TABLE>
P.A. No. 1979 iii
<PAGE> 192
Purchase Agreement No. 1979
between
The Boeing Company
and
American Airlines, Inc.
------------------------------
This Purchase Agreement No. 1979 dated as of October __, 1997
between The Boeing Company and American Airlines, Inc. relating to the purchase
and sale of Model 767-323ER Aircraft hereby expressly incorporates by reference
all of the terms and conditions of the AGTA.
Article 1. Quantity, Model and Description.
Boeing will manufacture and sell to Customer, and Customer
will purchase, the Aircraft conforming to the Detail Specification, all in
accordance with the terms of this Purchase Agreement. The quantity of Aircraft
is specified in the Table 1 attached hereto and made a part hereof for all
purposes.
Article 2. Delivery Schedule.
The Scheduled Delivery Months of the Aircraft are as listed in
the attached
Table 1.
Article 3. Price.
3.1 Basic Price. The Aircraft Basic Price (in 1995
dollars and subject to escalation in accordance with the applicable provisions
of the Purchase Agreement) for each Aircraft is listed in Table 1.
3.2 Advance Payment Base Price. The Advance Payment Base
Price for each Aircraft is listed in Table 1.
3.3 Aircraft and Advance Payment Price Components. The
components of the Aircraft Basic Price and the calculation of the Advance
Payment Base Prices for the Aircraft are listed in Table 1.
P.A. No. 1979 1
<PAGE> 193
Article 4. Payment.
4.1 Deposit. Boeing acknowledges receipt of a Deposit in
the amount of $125,000 for each Aircraft.
4.2 Advance Payments. Customer will make Advance Payments
to Boeing in the amount of 30% of the Advance Payment Base Price of each
Aircraft in accordance with the payment schedule set forth in the attached Table
1, beginning with a payment of 1%, less the Deposit, on the date of full
execution of this Purchase Agreement. Additional Advance Payments for each
Aircraft are due on the first business day of the months and in the amounts
listed in the attached Table 1.
4.3 Advance Payments Due. For any Aircraft whose
Scheduled Delivery Month is less than 24 months from the date of this Purchase
Agreement, the total amount of Advance Payments due upon the date of full
execution of this Purchase Agreement will include all Advance Payments which are
or were due on or before that date in accordance with the Advance Payment
schedule set forth in the attached Table 1.
4.4 Payment of Balance. Customer will pay the balance of
the Aircraft Price of each Aircraft, less the total amount of Advance Payments
and Deposits received by Boeing for such Aircraft, at delivery in accordance
with the terms and conditions of the Purchase Agreement.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1 contains and
consolidates information contained in Articles 1, 2 and 3 of this Purchase
Agreement with respect to (i) quantity of Aircraft, (ii) applicable Detail
Specification, (iii) Scheduled Delivery Months, (iv) Aircraft Basic Price, (v)
applicable escalation factors, (vi) Advance Payment Base Prices, and (vii)
Advance Payments and their schedules.
5.2 Aircraft Configuration. Exhibit A to this Purchase
Agreement contains the configuration information for the Aircraft including the
Detail Specification and Optional Features.
5.3 Aircraft Delivery Requirements and Responsibilities.
Exhibit B to this Purchase Agreement contains certain documentation and approval
responsibilities of Customer and Boeing.
5.4 Defined Terms. Exhibit C to this Purchase Agreement
contains certain defined terms used in the AGTA or elsewhere in this Purchase
Agreement. All capitalized terms used in this Purchase Agreement but not
otherwise defined shall have the meaning set forth in Exhibit C to this Purchase
Agreement or elsewhere in such Purchase Agreement.
P.A. No. 1979 2
<PAGE> 194
5.5 BFE Variables. Supplemental Exhibit BFE1 to this
Purchase Agreement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft pursuant to the BFE Provisions Document.
5.6 Customer Support Variables. Supplemental Exhibit CS1
to this Purchase Agreement contains the variable information applicable to goods
and services furnished by Boeing in support of the Aircraft pursuant to the
Customer Support Document.
5.7 SLP Components. Supplemental Exhibit SLP1 to this
Purchase Agreement lists the airframe, landing gear and other components covered
by the Service Life Policy for the Aircraft as defined in Part 3 of the Product
Assurance Document.
5.8 Engine Escalation Variables. Supplemental Exhibit EE1
to this Purchase Agreement contains the applicable escalation formula, warranty,
and patent indemnity for the Engines.
5.9 Negotiated Agreement; Entire Agreement. This Purchase
Agreement including, without limitation, the provisions of Article 8 of the AGTA
relating to indemnification and insurance, and Section 11 of Part 2 of the
Product Assurance Document relating to DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES has been the subject of discussion and
negotiation and is understood by the parties. The Aircraft Price and other
agreements of the parties stated in this Purchase Agreement were arrived at in
consideration of such provisions. This Purchase Agreement contains the entire
agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.
* * * * * * * * * * * * * * * *
DATED AS OF THE DATE FIRST ABOVE WRITTEN
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By By
------------------------------- -------------------------------
Its Its
------------------------------ ------------------------------
P.A. No. 1979 3
<PAGE> 195
TABLE 1 TO
PURCHASE AGREEMENT NO. 1979
767-323ER AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979 Page 1 of 1
<PAGE> 196
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit A to Purchase Agreement Number 1979
P.A. No. 1979 A
<PAGE> 197
AIRCRAFT CONFIGURATION
Dated October __, 1997
relating to
BOEING MODEL 767-323ER AIRCRAFT
The configuration of the Aircraft is described in Detail Specification
D6T10330AAL, Revision 7, dated September 30, 1994, as amended to incorporate the
applicable specification language which reflects the changes listed below,
including the effects of such changes on the Manufacturer's Empty Weight (MEW)
and Operating Empty Weight (OEW). The current revision of the above Detail
Specification D6T10330AAL will be further revised under future change orders to
reflect the effects of additional changes and features as may be selected by
Customer concurrent with, or subsequent to, execution of this Purchase
Agreement.
P.A. No. 1979 A-1
<PAGE> 198
Price
per A/P
1995$
CR/Title (8 A/P)
- --------------------------------------------------------------------------------
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979 A-2
<PAGE> 199
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1979
P.A. No. 1979 B
<PAGE> 200
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 767-323ER AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of
the Scheduled Delivery Month of each Aircraft with respect to obtaining certain
government issued documentation.
1.1 Registration Documents.
Not later than 6 months prior to delivery of each Aircraft,
Customer will notify Boeing of the registration number to be painted on the side
of the Aircraft. In addition, and not later than 3 months prior to delivery of
each Aircraft, Customer will, by letter to the regulatory authority having
jurisdiction, authorize the temporary use of such registration number by Boeing
during the pre-delivery testing of the Aircraft. Customer is responsible for
furnishing any temporary or permanent registration certificates required by any
Governmental Authority having jurisdiction to be displayed aboard the Aircraft
after delivery.
1.2 Certificate of Sanitary Construction.
Boeing will obtain from the United States Public Health
Service prior to delivery of each Aircraft a United States Certificate of
Sanitary Construction for the Aircraft being delivered. The certificate will be
delivered to Customer at delivery of each Aircraft, and Customer will display
such certificate (or a written statement of the location of the original
certificate) aboard each Aircraft after delivery to Customer.
P.A. No. 1979 B-1
<PAGE> 201
2. INSURANCE CERTIFICATES.
Insurance certificate requirements are defined in Article 8 of the
AGTA.
3. FLYAWAY CONFIGURATION AND FERRY FLIGHT INFORMATION.
3.1 Flyaway Configuration Notice.
Not later than 14 days prior to delivery of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
flyaway configuration of the Aircraft for its ferry flight. This configuration
letter should include:
(i) the name of the company which is to furnish fuel for
the ferry flight and any scheduled post-delivery flight training, the method of
payment for such fuel, and fuel load for the ferry flight;
(ii) the cargo to be loaded and where it is to be stowed
on board the Aircraft and address where cargo is to be shipped after flyaway;
and
(iii) any BFE equipment to be removed prior to flyaway and
returned to Boeing BFE stores for installation on Customer's subsequent
Aircraft.
The information contained in such configuration letter may be
changed from time to time by the mutual consent of Boeing and Customer.
3.2 Ferry Flight Information.
Customer will provide to Boeing at least 24 hours prior to
delivery of each Aircraft:
(i) a complete list of names and citizenship of each crew
member and non-revenue passenger who will be aboard the ferry flight; and
(ii) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. Subsequent to the Boeing production
flight test, all FAA, Boeing, Customer and, if required, U.S. Customs Bureau
inspections will be scheduled by Boeing for completion prior to delivery of the
Aircraft. Customer will be informed of such schedules with as much advance
notice as practicable.
P.A. No. 1979 B-2
<PAGE> 202
4.2 Schedule of Demonstration Flights. All FAA and Customer
demonstration flights will be scheduled by Boeing for completion prior to
delivery of the Aircraft. Boeing will provide to Customer at least 14 days prior
written notice of the date, time, and location of such flight. Boeing will
notify Customer in writing of any changes to such date, time, and location.
4.3 Schedule for Customer's Flight Crew. Boeing will inform
Customer of the date that a flight crew is required for acceptance routines
associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to Customer,
without charge, 2,000 U.S. gallons of fuel and full capacity of engine oil at
the time of delivery or prior to the ferry flight of the Aircraft.
4.5 Flight Crew and Passenger Consumables. Boeing will provide a
sufficient supply of food, potable water, coat hangers, towels, toilet tissue,
garbage bags, drinking cups and soap for the first segment of the ferry flight
for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft all delivery papers, documents
and data for execution and delivery. Boeing will pre-position in Oklahoma City,
Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an
executed original Form 8050-2, Aircraft Bill of Sale, for the sale to Customer
and any additional executed forms of such bill of sale for any transfers of
title to the Aircraft from any of Boeing's sales subsidiary so that following
recordation of such bill(s) of sale, Customer will have good and marketable
title to the Aircraft.
4.7 Delegation of Authority. Boeing will present a certified copy
of a Resolution of Boeing's Board of Directors, designating and authorizing
certain persons to act on its behalf in connection with delivery of the Aircraft
including the person executing the transfer of title documents.
4.8 Standard Airworthiness Certificate. Boeing will provide at
delivery of each Aircraft the Standard Airworthiness Certificate in accordance
with Article 3 of the AGTA.
P.A. No. 1979 B-3
<PAGE> 203
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer will
provide a copy of its Aircraft Radio Station License (or a written statement of
the location of the original license) to be placed on board the Aircraft
following delivery.
5.2 Aircraft Flight Log. At delivery Customer will provide the
Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to Boeing at
delivery of the Aircraft an original or certified copy of Customer's Delegation
of Authority designating and authorizing certain persons to act on its behalf in
connection with delivery of the specified Aircraft.
P.A. No. 1979 B-4
<PAGE> 204
PURCHASE AGREEMENT DEFINITIONS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1979
P.A. No. 1979 C
<PAGE> 205
PURCHASE AGREEMENT DEFINITIONS
Dated October , 1997
relating to
BOEING MODEL 767-323ER AIRCRAFT
I. Definitions.
The following terms, when used in capitalized form in this Purchase Agreement,
including the AGTA and any exhibits, schedules, attachments, supplements,
amendments and letter agreements to this Purchase Agreement, have the following
meanings:
"Advance Payments" means the payments made by Customer in advance of
delivery with respect of an Aircraft pursuant to Section 4.2 of the Purchase
Agreement.
"Advance Payment Base Price" has the meaning set forth in Section 2.1.6
of the AGTA.
"Affiliate", with respect to a specified Person, means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "control"
when used with respect to any specified Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
"AGTA" has the meaning set forth in the recital of the Aircraft General
Terms Agreement of even date herewith between Boeing and Customer.
"Aircraft" means any or all, as the context requires, of the Boeing
Model 767-323ER aircraft described in Table 1 to the Purchase Agreement,
together with the Engines and Parts that are incorporated or installed in or
attached to such aircraft.
"Aircraft Basic Price" has the meaning set forth in Section 2.1.4 of
the AGTA.
"Aircraft Software" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Aircraft Price" has the meaning set forth in Section 2.1.7 of the
AGTA.
P.A. No. 1979 C-1
<PAGE> 206
"Airframe Escalation Adjustment Document" has the meaning set forth in
Section 2.1.5 of the AGTA.
"Airframe Price" has the meaning set forth in Section 2.1.1 of the
AGTA.
"ATA" has the meaning set forth in Section 1 to Part 3 of the Customer
Support Document.
"Authorized Agent" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Average Direct Hourly Labor Rate" has the meaning set forth in Part 1
of the Product Assurance Document.
"Buyer Furnished Equipment" or "BFE" has the meaning set forth in
Section 1.2 of the AGTA.
"BFE Provisions Document" means the Buyer Furnished Equipment
Provisions Document attached to the AGTA as Exhibit A.
"Boeing" has the meaning set forth in the recital of the AGTA.
"Boeing Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Correct" or "Correction" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Corrected Boeing Product" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Customer" has the meaning set forth in the recital of the AGTA.
"Customer Support Document" means the Customer Support Document
attached to the AGTA as Exhibit B.
"Deposit" means the deposit made by Customer in respect of an Aircraft
pursuant to Section 4.1 of the Purchase Agreement.
"Detail Specification" means the Detail Specification identified in
Exhibit A to the Purchase Agreement, as the same is amended from time to time by
Boeing and Customer pursuant to Article 4 of the AGTA.
"Documents" has the meaning set forth in Section 4.6 of Part 3 to the
Customer Support Document.
P.A. No. 1979 C-2
<PAGE> 207
"Development Changes" has the meaning set forth in Section 4.2 of the
AGTA.
"Direct Labor" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Direct Materials" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Engine" means each of the two engines installed on an Aircraft and
identified in Table 1 to the Purchase Agreement, together with any and all Parts
incorporated or installed in or attached to each such engine.
"Engine Price" has the meaning set forth in Section 2.1.3 of the AGTA.
"Engine Price Adjustment" means the adjustment to the Engine Price
determined in accordance with the formula set forth in Supplemental Exhibit EE1
to the Purchase Agreement.
"Engine Supplier" means the manufacturer of the Engine.
"Escalation Adjustment" has the meaning set forth in Section 2.1.5 of
the AGTA.
"Excusable Delay" has the meaning set forth in Section 7.1 of the AGTA.
"FAA" means the Federal Aviation Administration of the United States of
America and any agency or instrumentality of the United States government
succeeding to its functions.
"Failed Component" has the meaning set forth in Section 1 of Part 3 to
the Product Assurance Document.
"Failure" has the meaning set forth in Section 1 of Part 3 to the
Product Assurance Document.
"Federal Aviation Regulations" means the regulations promulgated by the
FAA from time to time and any official interpretations thereof.
"Field Services" has the meaning set forth in Section 1 of Part 2 to
the Customer Support Document.
"Governmental Authority" means any federal, state, county, local or
foreign governmental entity or municipality or subdivision thereof or any
authority, arbitrator,
P.A. No. 1979 C-3
<PAGE> 208
department, commission, board, bureau, body, agency, court or other agency or
instrumentality thereof.
"Governmental Regulations" means: (1) the Type Certificate for the
Aircraft; (2) any other certification, license or approval issued or required
for the Aircraft by the FAA or any other Governmental Authority having
jurisdiction over Boeing or the Aircraft; (3) any other law, rule, order or
regulation of the United States Government or any agency or instrumentality
thereof, having jurisdiction over the Aircraft or Boeing; (4) all regulations
and official interpretations of the certification, license, or approval
requirements described in (1), (2) and (3) above; and (5) all airworthiness
directives issued by the FAA.
"Interface Problem" has the meaning set forth in Section 1 of Part 5 of
the Product Assurance Document.
"Manufacturer Change" has the meaning set forth in Section 3.2.1 of the
AGTA.
"Operator Changes" has the meaning set forth in Section 3.3.1 of the
AGTA.
"Optional Features" means those Parts identified as optional features
in the Detail Specification.
"Optional Features Prices" has the meaning set forth in Section 2.1.2
of the AGTA.
"Parts" means any and all appliances, parts, instruments,
appurtenances, accessories, furnishings, and other equipment or property of
whatever nature incorporated or installed in or attached to an Aircraft upon
delivery or otherwise pursuant to the Purchase Agreement.
"Performance Guarantees" has the meaning set forth in Section 5.4 of
the AGTA.
"Person" means an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Policy" has the meaning set forth in Section 1 of Part 3 of the
Product Assurance Document.
"Product Assurance Document" means the Product Assurance Document
attached to the AGTA as Exhibit C.
P.A. No. 1979 C-4
<PAGE> 209
"Proprietary Information" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
"Proprietary Materials" has the meaning set forth in Section 1 of Part
5 to the Customer Support Document.
"Purchase Agreement" means Purchase Agreement No. 1979, of even date
herewith, between Boeing and Customer for the purchase of the Aircraft,
including, without limitation, the AGTA and any exhibits, schedules,
attachments, supplements, amendments and letter agreements to such Purchase
Agreement.
"Scheduled Delivery Month" means, with respect to an Aircraft, the
scheduled month and year of delivery for such Aircraft as set forth in Section 2
of the Purchase Agreement.
"Seller Furnished Equipment" or "SFE" means those Parts incorporated or
installed in, or attached to, the Aircraft by Boeing and designated as "seller
furnished equipment."
"Seller Purchased Equipment" or "SPE" means those Parts incorporated or
installed in, or attached to, the Aircraft by Boeing and designated as "seller
purchased equipment."
"Standard Airworthiness Certificate" means a standard airworthiness
certificate for transport category aircraft applicable to an Aircraft issued by
the FAA pursuant to Part 21 of the Federal Aviation Regulations (or any
successor regulations).
"SLP Component" has the meaning set forth in Section 1 of Part 3 of
Product Assurance Document.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
"Suppliers" has the meaning set forth in Section 1 of Part 4 of the
Product Assurance Document.
"Supplier Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Taxes" has the meaning set forth in Section 2.2 of the AGTA.
"Type Certificate" means a type certificate for transport category
aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation
Regulations or any successor regulation.
P.A. No. 1979 C-5
<PAGE> 210
"Warranty Inspections" has the meaning set forth in Part 1 of the
Product Assurance Document.
II. Interpretive Provisions.
When reference is made to an article, section, attachment, exhibit, schedule or
supplement of the "AGTA" or a "Purchase Agreement" without further reference to
a particular letter agreement, attachment, exhibit, schedule or supplement
thereto, such reference shall be deemed to be a reference to the main text of
the AGTA or such Purchase Agreement, respectively.
P.A. No. 1979 C-6
<PAGE> 211
SUPPLEMENTAL EXHIBIT BFE1
TO
PURCHASE AGREEMENT NO. 1979
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
BUYER FURNISHED EQUIPMENT (BFE) VARIABLES
MODEL 767-323ER
This Exhibit Supplement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft.
1. Supplier Selection.
Customer has selected and notified Boeing of the supplier for the
galley system.
2. On-dock Dates.
Boeing has provided to Customer a BFE Requirements On-Dock/Inventory
Document (BFE Document) setting forth the items, quantities, on-dock dates and
shipping instructions relating to the in sequence installation of BFE, which may
be periodically revised. In the future, Boeing may submit 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 and such BFE Report will be deemed to be a BFE
Document.
P.A. No. 1979 BFE1-1
<PAGE> 212
SUPPLEMENTAL EXHIBIT CS1
TO
PURCHASE AGREEMENT NO. 1979
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
767 CUSTOMER SUPPORT VARIABLES
This outline summarizes Boeing's Customer support program to assist Customer in
the introduction and economical long term operation of its Boeing aircraft. This
program generally includes the following:
1. Maintenance Training.
1.1 Maintenance Training Minor Model Differences Course, if
required, covering operational, structural or systems differences between
Customer's newly-purchased Aircraft and an aircraft of the same model currently
operated by Customer; 1 class of 15 students;
1.2 Training materials, if applicable, will be provided to each
student. In addition, one set of training materials as used in Boeing's training
program, including visual aids, text and graphics will be provided for use in
Customer's own training program.
2. Flight Training.
Boeing will provide, if required, one classroom course to acquaint up
to 15 students with operational, systems and performance differences between
Customer's newly-purchased Aircraft and an aircraft of the same model currently
operated by Customer. Any training materials used in Flight Training, if
required, will be provided for use in Customer's own training program.
P.A. No. 1979 CS1-1
<PAGE> 213
3. Exchange of Training Entitlements.
If Customer chooses not to receive all or any portion of the training
entitlements pursuant to Sections 1 and 2, the value of such unused training
entitlements may be exchanged for training provided by Boeing and/or an
Affiliate in support of another model of aircraft purchased from Boeing;
provided, that the aggregate value of training provided by Boeing shall not
exceed the value of the training entitlements in Sections 1 and 2.
4. Planning Assistance.
4.1 Maintenance and Ground Operations. Upon request, Boeing will
provide planning assistance regarding Minor Model Differences requirements for
facilities, tools and equipment.
4.2 Spares. Boeing will revise, as applicable, the customized
Recommended Spares Parts List (RSPL) and Illustrated Parts Catalog (IPC).
5. Technical Data and Documents.
Boeing will revise, as applicable, technical data and documents
provided with previously delivered aircraft.
P.A. No. 1979 CS1-2
<PAGE> 214
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit SLP1 to Purchase Agreement Number 1979
P.A. No. 1979 SLP1
<PAGE> 215
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 767 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
"Boeing Service Life Policy" of the Product Assurance Document, and is a part of
Purchase Agreement No. 1979.
1. Wing.
(a) Upper and lower skins including fixed leading edge and
trailing edge skins and panels [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.], and stiffeners.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section lower beams, spanwise beams and
floor beams, but not the seat tracks attached to the
beams.
(g) Wing-to-body structural attachments.
(h) Engine strut support fittings attached directly to wing
primary structure.
(i) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and
for leading edge devices and trailing edge flaps.
(j) Leading edge device and trailing edge flap support
system.
(k) Fixed attachment and actuator support structure for
aileron, leading edge device and trailing edge flap
internal.
P.A. No. 1979 SLP1-1
<PAGE> 216
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and
frames between the forward pressure bulkhead and the
vertical stabilizer rear spar bulkhead, and structural
support and enclosure for the auxiliary power unit but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits excluding door
mechanisms and movable hinge components. Sills and
frames around the body openings for the passenger
doors, cargo doors and emergency exits, excluding scuff
plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, forward and aft bulkheads, and
the gear support structure.
(e) Main gear wheel well structure including pressure deck,
bulkheads and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and
the main gear wheel well aft bulkhead, including
splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar
support bulkheads including terminal fittings but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
P.A. No. 1979 SLP1-2
<PAGE> 217
3. Vertical Stabilizer.
(a) External skins between front and rear spars including
splices.
(b) Front, rear and auxiliary spar chords, webs and
stiffeners, and attachment fittings between vertical
stabilizer and body.
(c) Inspar ribs.
(d) Support structure in the vertical stabilizer for rudder
hinges, reaction links and actuators.
(e) Support structure for rudder internal, fixed attachment
and actuator.
(f) Rudder hinges and supporting ribs, excluding bearings.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front, rear and auxiliary spar chords, webs and
stiffeners.
(c) Inspar ribs.
(d) Stabilizer center section and fittings splicing to
outboard stabilizer including pivot and screw support
structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Support structure for elevator internal, fixed
attachment and actuator.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure.
(e) For Aircraft equipped with General Electric or Pratt &
Whitney engines only, the engine mounted support
fittings.
P.A. No. 1979 SLP1-3
<PAGE> 218
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder.
(c) Upper and lower side strut, including spindles and
universals.
(d) Upper and lower drag strut, including spindles and
universals.
(e) Orifice support tube.
(f) Downlock links, including spindles and universals
(g) Torsion links.
(h) Bogie beam.
(i) Axles.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collar.
(f) Torsion links.
(g) Actuator support beam and hanger.
NOTE: The Service Life Policy does not cover any bearings, bolts,
bushings, clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the SLP Components.
P.A. No. 1979 SLP1-4
<PAGE> 219
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit EE1 to Purchase Agreement Number 1979
P.A. No. 1979 EE1
<PAGE> 220
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 767-323ER AIRCRAFT
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in
Table 1 of the Purchase Agreement includes an aggregate price for General
Electric Model CF6-80C2 Engines and all accessories, equipment and parts
provided by the Engine Supplier. The adjustment in the Engine Price applicable
to each Aircraft (Engine Price Adjustment) will be determined at the time of
Aircraft delivery in accordance with the following formula:
Pe = (Pb x CPI ) - Pb
-----
CPIb
(b) The following definitions will apply herein:
Pe = Engine Price Adjustment
Pb = Engine Price (per Aircraft), as set forth in Table 1 of
the Purchase Agreement.
CPI = The Composite Price Index as determined in accordance
with the formula below, utilizing values published by
the U.S. Department of Labor Statistics, where base
year 1982 =100.
CPI = L +C + M + E
L = The Labor Index will be equal to 30% of 100 times the
quotient of the "Hourly Earnings of Aircraft Engines
and Engine Parts Production Workers" SIC 3724 for the
ninth month preceding the Scheduled Delivery Month of
the Aircraft divided by the 12 month average of such
SIC 3724 for the year 1982. Such quotient will be
expressed as a decimal and rounded to the nearest
thousandth. The Labor Index shall be expressed as a
decimal and rounded to the nearest hundredth.
P.A. No. 1979 EE1-1
<PAGE> 221
C = The Industrial Commodities Index will be equal to 30%
of the Producer Price Index for "all commodities other
than Farm and Foods," Code 3-15, for the ninth month
preceding the Scheduled Delivery Month. The Industrial
Commodities Index will be expressed as a decimal and
rounded to the nearest hundredth.
M = The Metals and Metal Products Index will be equal to
30% of the Producer Price Index for "Metals and Metal
Products," Code 10, for the ninth month preceding the
Scheduled Delivery Month. The Metals and Metal Products
Index will be expressed as a decimal and rounded to the
nearest hundredth.
E = The Fuel Index will be equal to 10% of the Producer
Price Index for "Fuel and Related Products and Power,"
Code 5, for the ninth month preceding the Scheduled
Delivery Month. The Fuel Index will be expressed as a
decimal and rounded to the nearest hundredth.
CPI(b) = The Base Year Index as set forth in Table 1 of the
Purchase Agreement.
The factor (CPI divided by CPI(b)) by which the Engine Price is to
be multiplied will be expressed as a decimal and rounded to the nearest
thousandth.
The Engine Price Adjustment will not be made if it would result in
a decrease in the Engine Price.
(c) The values of the Average Hourly Earnings and Producer
Price Indices used in determining the Engine Price Adjustment will be those
published for the specified month as of a date 30 days prior to the Scheduled
Delivery Month of the Aircraft. Such values will be considered final and no
increase or decrease in the Engine Price Adjustment will be made after Aircraft
delivery for any subsequent changes in published Index values.
(d) If the U.S. Department of Labor, Bureau of Labor
Statistics (i) substantially revises the methodology used for determination of
any index value referred to in subsection (b) above (in contrast to benchmark
adjustments or other corrections of previously published data) or (ii)
discontinues publication of any such index value, General Electric Company (GE),
Boeing and Customer (to the extent such parties may lawfully do so), will
jointly select a substitute for the revised or discontinued data; such
substitute data to lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of the original
index value as it may have fluctuated had it not been revised or discontinued.
Appropriate revision of the Engine Price Adjustment formula shall be made to
accomplish such result. However, if after the delivery of the Aircraft, the
Bureau of Labor Statistics should resume releasing the applicable index without
a revision in methodology for the month needed to
P.A. No. 1979 EE1-2
<PAGE> 222
determine the Engine Price Adjustment, such index will be used to determine any
increase or decrease in the Engine Price Adjustment from that determined at the
time of delivery of the Aircraft.
(e) If escalation provisions are made non-enforceable or
otherwise rendered void by any agency of the United States Government, GE,
Boeing and Customer agree, to the extent they may lawfully do so, to equitably
adjust the Engine Price of any affected Engine to reflect an allowance for
increases in labor, material and fuel costs that have occurred from the period
represented by the applicable CPI to the ninth month preceding the Scheduled
Delivery Month of the applicable Aircraft.
NOTE: Any rounding of a number, as required under this Supplemental
Exhibit EE1 with respect to escalation of the Engine Price, will be
accomplished as follows: if the first digit of the portion to be
dropped from the number to be rounded is five or greater, the
preceding digit will be raised to the next higher number.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.
The warranty and product support plan for the Engines shall be
negotiated directly between Customer and GE.
P.A. No. 1979 EE1-3
<PAGE> 223
PURCHASE AGREEMENT NO. 1980
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
DATED AS OF OCTOBER __, 1997
RELATING TO BOEING MODEL 777-223IGW AIRCRAFT
<PAGE> 224
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
ARTICLES NUMBER
-------- ------
<S> <C> <C>
1. Quantity, Model and Description 1
2. Delivery Schedule 1
3. Price 1
4. Payment 2
5. Miscellaneous 2
</TABLE>
TABLE
1. Aircraft Delivery, Description, Price and Advance Payments
EXHIBITS
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
C. Defined Terms
SUPPLEMENTAL EXHIBITS
BFE1. BFE Variables
CS1. Customer Support Variables
SLP1. Service Life Policy Components
EE1-A. Engine Escalation, Engine Warranty and Patent Indemnity
for GE90 Engines
EE1-B. Engine Escalation, Engine Warranty and Patent Indemnity
for RB211 Engines
i
P.A. No. 1980
<PAGE> 225
LETTER AGREEMENTS
<TABLE>
<S> <C>
Letter Agreement No. 6-1162-AKP-070 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-071 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-072 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-073 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-109 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-110 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-111 Aircraft Performance Guarantees
</TABLE>
ii
P.A. No. 1980
<PAGE> 226
<TABLE>
<S> <C>
Letter Agreement No. 6-1162-AKP-112 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-113 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-114 Installation of Cabin Systems Equipment
Letter Agreement No. 6-1162-AKP-115 Component and System Reliability Commitments
Letter Agreement No. 6-1162-AKP-116 Price Adjustment on Rolls-Royce Engines
Letter Agreement No. 6-1162-AKP-117 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Letter Agreement No. 6-1162-AKP-118 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
</TABLE>
iii
P.A. No. 1980
<PAGE> 227
Purchase Agreement No. 1980
between
The Boeing Company
and
American Airlines, Inc.
-----------------------------------
This Purchase Agreement No. 1980 dated as of October __, 1997
between The Boeing Company and American Airlines, Inc. relating to the
purchase and sale of Model 777-223IGW Aircraft hereby expressly incorporates by
reference all of the terms and conditions of the AGTA.
Article 1. Quantity, Model and Description.
Boeing will manufacture and sell to Customer, and Customer
will purchase, the Aircraft conforming to the Detail Specification, all in
accordance with the terms of this Purchase Agreement. The quantity of Aircraft
is specified in the Table 1 attached hereto and made a part hereof for all
purposes.
Article 2. Delivery Schedule.
The Scheduled Delivery Months of the Aircraft are as listed in
the attached Table 1.
Article 3. Price.
3.1 Basic Price. The Aircraft Basic Price (in 1995
dollars and subject to escalation in accordance with the applicable provisions
of the Purchase Agreement) for each Aircraft is listed in Table 1.
3.2 Advance Payment Base Price. The Advance Payment Base
Price for each Aircraft is listed in Table 1.
3.3 Aircraft and Advance Payment Price Components. The
components of the Aircraft Basic Price and the calculation of the Advance
Payment Base Prices for the Aircraft are listed in Table 1.
1
P.A. No. 1980
<PAGE> 228
Article 4. Payment.
4.1 Deposit. Boeing acknowledges receipt of a Deposit in
the amount of $175,000 for each Aircraft.
4.2 Advance Payments. Customer will make Advance
Payments to Boeing in the amount of 35% of the Advance Payment Base Price of
each Aircraft in accordance with the payment schedule set forth in the attached
Table 1, beginning with a payment of 1%, less the Deposit, on the date of full
execution of this Purchase Agreement. Additional Advance Payments for each
Aircraft are due on the first business day of the months and in the amounts
listed in the attached Table 1.
4.3 Advance Payments Due. For any Aircraft whose
Scheduled Delivery Month is less than 24 months from the date of this Purchase
Agreement, the total amount of Advance Payments due upon the date of full
execution of this Purchase Agreement will include all Advance Payments which
are or were due on or before that date in accordance with the Advance Payment
schedule set forth in the attached Table 1.
4.4 Payment of Balance. Customer will pay the balance of
the Aircraft Price of each Aircraft, less the total amount of Advance Payments
and Deposits received by Boeing for such Aircraft, at delivery in accordance
with the terms and conditions of the Purchase Agreement.
Article 5. Miscellaneous.
5.1 Aircraft Information Table. Table 1 contains and
consolidates information contained in Articles 1, 2 and 3 of this Purchase
Agreement with respect to (i) quantity of Aircraft, (ii) applicable Detail
Specification, (iii) Scheduled Delivery Months, (iv) Aircraft Basic Price, (v)
applicable escalation factors, (vi) Advance Payment Base Prices, and (vii)
Advance Payments and their schedules.
5.2 Aircraft Configuration. Exhibit A to this Purchase
Agreement contains the configuration information for the Aircraft including the
Detail Specification and Optional Features.
5.3 Aircraft Delivery Requirements and Responsibilities.
Exhibit B to this Purchase Agreement contains certain documentation and
approval responsibilities of Customer and Boeing.
5.4 Defined Terms. Exhibit C to this Purchase Agreement
contains certain defined terms used in the AGTA or elsewhere in this Purchase
Agreement. All capitalized terms used in this Purchase Agreement but not
otherwise defined shall have the meaning set forth in Exhibit C to this
Purchase Agreement or elsewhere in this Purchase Agreement.
2
P.A. No. 1980
<PAGE> 229
5.5 BFE Variables. Supplemental Exhibit BFE1 to this
Purchase Agreement contains vendor selection dates, on-dock dates and other
variables applicable to the Aircraft pursuant to the BFE Provisions Document.
5.6 Customer Support Variables. Supplemental Exhibit CS1
to this Purchase Agreement contains the variable information applicable to
goods and services furnished by Boeing in support of the Aircraft pursuant to
the Customer Support Document.
5.7 SLP Components. Supplemental Exhibit SLP1 to this
Purchase Agreement lists the airframe, landing gear and other components
covered by the Service Life Policy for the Aircraft as defined in Part 3 of the
Product Assurance Document.
5.8 Engine Escalation Variables. Supplemental Exhibits
EE1-A and EE1-B to this Purchase Agreement contain the applicable escalation
formula, warranty, and patent indemnity for GE90 and RB211 Engines,
respectively.
5.9 Negotiated Agreement; Entire Agreement. This
Purchase Agreement including, without limitation, the provisions of Article 8
of the AGTA relating to indemnification and insurance, and Section 11 of Part 2
of the Product Assurance Document relating to DISCLAIMER AND RELEASE and
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES has been the subject of discussion
and negotiation and is understood by the parties. The Aircraft Price and other
agreements of the parties stated in this Purchase Agreement were arrived at in
consideration of such provisions. This Purchase Agreement contains the entire
agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.
* * * * * * * * * * * * * * * *
DATED AS OF THE DATE FIRST ABOVE WRITTEN
AMERICAN AIRLINES, INC. THE BOEING COMPANY
By By
-------------------------- --------------------------
Its Its
-------------------------- --------------------------
3
P.A. No. 1980
<PAGE> 230
TABLE 1-1 TO
PURCHASE AGREEMENT NO. 1980
777-223IGW AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
(GE ENGINES)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
P.A. No. 1980
<PAGE> 231
TABLE 1-2 TO
PURCHASE AGREEMENT NO. 1980
777-223IGW AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
(ROLLS ROYCE ENGINES)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980 Page 1 of 1
<PAGE> 232
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit A to Purchase Agreement Number 1980
P.A. No. 1980 Page 1 of 1
A-1
<PAGE> 233
AIRCRAFT CONFIGURATION
Dated October __________, 1997
relating to
BOEING MODEL 777-223IGW AIRCRAFT
The configuration of the Aircraft is described in Detail Specification
D019W004-AAL-1B, dated of even date herewith. The Detail Specification
consists of Boeing Standard Detail Specification D019W004, Revision A, dated
February 29, 1996, as amended to incorporate the applicable specification
language which reflects the changes to such specification to be included herein
when identified, including the effects of such changes on the Manufacturer's
Empty Weight (MEW) and Operating Empty Weight (OEW). The current revision of
the above Detail Specification D019W004-AAL-1B may be further revised under
future change orders to reflect the effects of additional changes and features
as may be selected by Customer concurrent with, or subsequent to, execution of
this Purchase Agreement.
A-1
P.A. No. 1980
<PAGE> 234
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1980
B
P.A. No. 1980
<PAGE> 235
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 777-223IGW AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities
and indicates recommended completion deadlines for the actions to be
accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of
the Scheduled Delivery Month of each Aircraft with respect to obtaining certain
government issued documentation.
1.1 Registration Documents.
Not later than 6 months prior to delivery of each
Aircraft, Customer will notify Boeing of the registration number to be painted
on the side of the Aircraft. In addition, and not later than 3 months prior to
delivery of each Aircraft, Customer will, by letter to the regulatory authority
having jurisdiction, authorize the temporary use of such registration number by
Boeing during the pre-delivery testing of the Aircraft. Customer is
responsible for furnishing any temporary or permanent registration certificates
required by any Governmental Authority having jurisdiction to be displayed
aboard the Aircraft after delivery.
1.2 Certificate of Sanitary Construction.
Boeing will obtain from the United States Public Health
Service prior to delivery of each Aircraft a United States Certificate of
Sanitary Construction for the Aircraft being delivered. The certificate will
be delivered to Customer at delivery of each Aircraft, and Customer will
display such certificate (or a written statement of the location of the
original certificate) aboard each Aircraft after delivery to Customer.
B-1
P.A. No. 1980
<PAGE> 236
2. INSURANCE CERTIFICATES.
Insurance certificate requirements are defined in Article 8 of the
AGTA.
3. FLYAWAY CONFIGURATION AND FERRY FLIGHT INFORMATION.
3.1 Flyaway Configuration Notice.
Not later than 14 days prior to delivery of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
flyaway configuration of the Aircraft for its ferry flight. This configuration
letter should include:
(i) the name of the company which is to furnish fuel
for the ferry flight and any scheduled post-delivery flight training, the method
of payment for such fuel, and fuel load for the ferry flight;
(ii) the cargo to be loaded and where it is to be
stowed on board the Aircraft and address where cargo is to be shipped after
flyaway; and
(iii) any BFE equipment to be removed prior to flyaway
and returned to Boeing BFE stores for installation on Customer's subsequent
Aircraft.
The information contained in such configuration letter may
be changed from time to time by the mutual consent of Boeing and Customer.
3.2 Ferry Flight Information.
Customer will provide to Boeing at least 24 hours prior to
delivery of each Aircraft:
(i) a complete list of names and citizenship of each
crew member and non-revenue passenger who will be aboard the ferry flight; and
(ii) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. Subsequent to the Boeing
production flight test, all FAA, Boeing, Customer and, if required, U.S.
Customs Bureau inspections will be scheduled by Boeing for completion prior to
delivery of the Aircraft. Customer will be informed of such schedules with as
much advance notice as practicable.
B-2
P.A. No. 1980
<PAGE> 237
4.2 Schedule of Demonstration Flights. All FAA and
Customer demonstration flights will be scheduled by Boeing for completion prior
to delivery of the Aircraft. Boeing will provide to Customer at least 14 days
prior written notice of the date, time, and location of such flight. Boeing
will notify Customer in writing of any changes to such date, time, and
location.
4.3 Schedule for Customer's Flight Crew. Boeing will
inform Customer of the date that a flight crew is required for acceptance
routines associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to
Customer, without charge, 3,000 U.S. gallons of fuel and full capacity of
engine oil at the time of delivery or prior to the ferry flight of the
Aircraft.
4.5 Flight Crew and Passenger Consumables. Boeing will
provide a sufficient supply of food, potable water, coat hangers, towels,
toilet tissue, garbage bags, drinking cups and soap for the first segment of
the ferry flight for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft all delivery papers,
documents and data for execution and delivery. Boeing will pre-position in
Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the
Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, for the sale
to Customer and any additional executed forms of such bill of sale for any
transfers of title to the Aircraft from any of Boeing's sales subsidiary so
that following recordation of such bill(s) of sale, Customer will have good and
marketable title to the Aircraft.
4.7 Delegation of Authority. Boeing will present a
certified copy of a Resolution of Boeing's Board of Directors, designating and
authorizing certain persons to act on its behalf in connection with delivery of
the Aircraft including the person executing the transfer of title documents.
4.8 Standard Airworthiness Certificate. Boeing will
provide at delivery of each Aircraft the Standard Airworthiness Certificate in
accordance with Article 3 of the AGTA.
B-3
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<PAGE> 238
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer
will provide a copy of its Aircraft Radio Station License (or a written
statement of the location of the original license) to be placed on board the
Aircraft following delivery.
5.2 Aircraft Flight Log. At delivery Customer will provide
the Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to
Boeing at delivery of the Aircraft an original or certified copy of Customer's
Delegation of Authority designating and authorizing certain persons to act on
its behalf in connection with delivery of the specified Aircraft.
B-4
P.A. No. 1980
<PAGE> 239
PURCHASE AGREEMENT DEFINITIONS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1980
C
P.A. No. 1980
<PAGE> 240
PURCHASE AGREEMENT DEFINITIONS
Dated October ______, 1997
relating to
BOEING MODEL 777-223IGW AIRCRAFT
I. Definitions.
The following terms, when used in capitalized form in this Purchase Agreement,
including the AGTA and any exhibits, schedules, attachments, supplements,
amendments and letter agreements to this Purchase Agreement, have the following
meanings:
"Advance Payments" means the payments made by Customer in advance
of delivery with respect of an Aircraft pursuant to Section 4.2 of the Purchase
Agreement.
"Advance Payment Base Price" has the meaning set forth in Section
2.1.6 of the AGTA.
"Affiliate", with respect to a specified Person, means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such Person. For the purposes of this definition,
"control" when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
"AGTA" has the meaning set forth in the recital of the Aircraft
General Terms Agreement of even date herewith between Boeing and Customer.
"Aircraft" means any or all, as the context requires, of the
Boeing Model 777-223IGW aircraft described in Table 1 to the Purchase
Agreement, together with the Engines and Parts that are incorporated or
installed in or attached to such aircraft.
"Aircraft Basic Price" has the meaning set forth in Section 2.1.4
of the AGTA.
"Aircraft Software" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Aircraft Price" has the meaning set forth in Section 2.1.7 of the
AGTA.
C-1
P.A. No. 1980
<PAGE> 241
"Airframe Escalation Adjustment Document" has the meaning set forth
in Section 2.1.5 of the AGTA.
"Airframe Price" has the meaning set forth in Section 2.1.1 of the
AGTA.
"ATA" has the meaning set forth in Section 1 to Part 3 of the
Customer Support Document.
"Authorized Agent" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Average Direct Hourly Labor Rate" has the meaning set forth in
Part 1 of the Product Assurance Document.
"BFE Provisions Document" means the Buyer Furnished Equipment
Provisions Document attached to the AGTA as Exhibit A.
"Boeing" has the meaning set forth in the recital of the AGTA.
"Boeing Product" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Buyer Furnished Equipment" or "BFE" has the meaning set forth in
Section 1.2 of the AGTA.
"Correct" or "Correction" has the meaning set forth in Part 1 of
the Product Assurance Document.
"Corrected Boeing Product" has the meaning set forth in Part 1 of
the Product Assurance Document.
"Customer" has the meaning set forth in the recital of the AGTA.
"Customer Support Document" means the Customer Support Document
attached to the AGTA as Exhibit B.
"Deposit" means the deposit made by Customer in respect of an
Aircraft pursuant to Section 4.1 of the Purchase Agreement.
"Detail Specification" means the Detail Specification identified in
Exhibit A to the Purchase Agreement, as the same is amended from time to time
by Boeing and Customer pursuant to Article 4 of the AGTA.
"Development Changes" has the meaning set forth in Section 4.2 of
the AGTA.
C-2
P.A. No. 1980
<PAGE> 242
"Direct Labor" has the meaning set forth in Part 1 of the Product
Assurance Document.
"Direct Materials" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Documents" has the meaning set forth in Section 4.6 of Part 3 to
the Customer Support Document.
"Engine" means each of the two engines installed on the Aircraft
and identified in either (subject to Customer selection) Table 1-1 or Table 1-2
to the Purchase Agreement, together with any and all Parts incorporated or
installed in or attached to each such engine.
"Engine Price" has the meaning set forth in Section 2.1.3 of the
AGTA.
"Engine Price Adjustment" means the adjustment to the Engine Price
determined in accordance with the formula set forth in Supplemental Exhibit EE1
to the Purchase Agreement.
"Engine Supplier" means the manufacturer of the Engine.
"Escalation Adjustment" has the meaning set forth in Section 2.1.5
of the AGTA.
"Excusable Delay" has the meaning set forth in Section 7.1 of the
AGTA.
"FAA" means the Federal Aviation Administration of the United
States of America and any agency or instrumentality of the United States
government succeeding to its functions.
"Failed Component" has the meaning set forth in Section 1 of Part 3
to the Product Assurance Document.
"Failure" has the meaning set forth in Section 1 of Part 3 to the
Product Assurance Document.
"Federal Aviation Regulations" means the regulations promulgated by
the FAA from time to time and any official interpretations thereof.
"Field Services" has the meaning set forth in Section 1 of Part 2
to the Customer Support Document.
C-3
P.A. No. 1980
<PAGE> 243
"Governmental Authority" means any federal, state, county, local or
foreign governmental entity or municipality or subdivision thereof or any
authority, arbitrator, department, commission, board, bureau, body, agency,
court or other agency or instrumentality thereof.
"Governmental Regulations" means: (1) the Type Certificate for the
Aircraft; (2) any other certification, license or approval issued or required
for the Aircraft by the FAA or any other Governmental Authority having
jurisdiction over Boeing or the Aircraft; (3) any other law, rule, order or
regulation of the United States Government or any agency or instrumentality
thereof, having jurisdiction over the Aircraft or Boeing; (4) all regulations
and official interpretations of the certification, license, or approval
requirements described in (1), (2) and (3) above; and (5) all airworthiness
directives issued by the FAA.
"Interface Problem" has the meaning set forth in Section 1 of Part
5 of the Product Assurance Document.
"Manufacturer Change" has the meaning set forth in Section 3.2.1 of
the AGTA.
"Operator Changes" has the meaning set forth in Section 3.3.1 of
the AGTA.
"Optional Features" means those Parts identified as optional
features in the Detail Specification.
"Optional Features Prices" has the meaning set forth in Section
2.1.2 of the AGTA.
"Parts" means any and all appliances, parts, instruments,
appurtenances, accessories, furnishings, and other equipment or property of
whatever nature incorporated or installed in or attached to an Aircraft upon
delivery or otherwise pursuant to the Purchase Agreement.
"Performance Guarantees" has the meaning set forth in Section 5.4
of the AGTA.
"Person" means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Policy" has the meaning set forth in Section 1 of Part 3 of the
Product Assurance Document.
"Product Assurance Document" means the Product Assurance Document
attached to the AGTA as Exhibit C.
C-4
P.A. No. 1980
<PAGE> 244
"Proprietary Information" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
"Proprietary Materials" has the meaning set forth in Section 1 of
Part 5 to the Customer Support Document.
"Purchase Agreement" means Purchase Agreement No. 1980, of even
date herewith, between Boeing and Customer for the purchase of the Aircraft,
including, without limitation, the AGTA and any exhibits, schedules,
attachments, supplements, amendments and letter agreements to such Purchase
Agreement.
"Scheduled Delivery Month" means, with respect to an Aircraft, the
scheduled month and year of delivery for such Aircraft as set forth in Section
2 of the Purchase Agreement.
"Seller Furnished Equipment" or "SFE" means those Parts
incorporated or installed in, or attached to, the Aircraft by Boeing and
designated as "seller furnished equipment."
"Seller Purchased Equipment" or "SPE" means those Parts
incorporated or installed in, or attached to, the Aircraft by Boeing and
designated as "seller purchased equipment."
"SLP Component" has the meaning set forth in Section 1 of Part 3 of
Product Assurance Document.
"Standard Airworthiness Certificate" means a standard airworthiness
certificate for transport category aircraft applicable to an Aircraft issued by
the FAA pursuant to Part 21 of the Federal Aviation Regulations (or any
successor regulations).
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
"Supplier Product" has the meaning set forth in Part 1 of the
Product Assurance Document.
"Suppliers" has the meaning set forth in Section 1 of Part 4 of the
Product Assurance Document.
"Taxes" has the meaning set forth in Section 2.2 of the AGTA.
C-5
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<PAGE> 245
"Type Certificate" means a type certificate for transport category
aircraft issued by the FAA pursuant to Part 21 of the Federal Aviation
Regulations or any successor regulation.
"Warranty Inspections" has the meaning set forth in Part 1 of the
Product Assurance Document.
II. Interpretive Provisions.
When reference is made to an article, section, attachment, exhibit, schedule or
supplement of the "AGTA" or a "Purchase Agreement" without further reference to
a particular letter agreement, attachment, exhibit, schedule or supplement
thereto, such reference shall be deemed to be a reference to the main text of
the AGTA or such Purchase Agreement, respectively.
C-6
P.A. No. 1980
<PAGE> 246
SUPPLEMENTAL EXHIBIT BFE1
TO
PURCHASE AGREEMENT NO. 1980
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
Buyer Furnished Equipment (BFE) Variables
Model 777-223IGW
This Exhibit Supplement contains vendor selection dates, on-dock dates and
other variables applicable to the Aircraft.
1. Supplier Selection.
Customer has selected and notified Boeing of the suppliers for the
seats, galley systems and video/cabin management systems.
2. On-dock Dates.
On or before April 1, 1998, 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 for the first Aircraft is set forth below:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------
Delivery
Month & Year Seats Galleys Electronics Furnishings
- -------------------------------------------------------------------
<S> <C> <C> <C> <C>
January 1999 10-28-98 10-2-98 9-4-98 10-22-98
- -------------------------------------------------------------------
</TABLE>
BFE1-1
P.A. No. 1980
<PAGE> 247
SUPPLEMENTAL EXHIBIT CS1
TO
PURCHASE AGREEMENT NO. 1980
BETWEEN
THE BOEING COMPANY
AND
AMERICAN AIRLINES, INC.
777 CUSTOMER SUPPORT VARIABLES
The customized Customer Support Program will be based upon and equivalent to
the entitlements summarized below. Customer may create a customized program by
selecting from the courses, training materials, services and technical data
and documents set forth below in quantities of Customer's choosing and/or by
substituting in lieu thereof such additional or different services or materials
as the parties may mutually agree; provided, that the value of the services and
materials comprising the customized program shall not in the aggregate exceed
the value of those entitlements summarized below.
PART 1: MAINTENANCE AND FLIGHT TRAINING PROGRAMS; OPERATIONS ENGINEERING
SUPPORT
1. Maintenance Training.
1.1 General Familiarization Course.
This course provides general systems information for
Customer's upper management personnel; it does not address the maintenance of
the Aircraft and its systems in the detail required by maintenance personnel.
Two classes; up to 24 students per class.
CS1-1
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<PAGE> 248
1.2 Mechanical/Electrical Systems Course (Instructor).
This course provides instruction on the normal
operation and maintenance of the Aircraft mechanical and electrical systems,
and is oriented to those personnel who require instructor-level knowledge of
aircraft mechanical and electrical systems.
One class; up to 15 students.
1.3 Mechanical/Electrical Systems Course (Line and Base).
This course provides instruction on the normal
operation and maintenance of the Aircraft mechanical and electrical systems,
and is oriented to those personnel who specialize in line and base maintenance
of aircraft mechanical and electrical systems.
Two classes; up to 15 students per class.
1.4 Avionics Systems Course (Instructor).
This course provides instruction on the normal
operation and maintenance of the Aircraft avionics systems, and is oriented to
those personnel who require instructor-level knowledge of aircraft avionics
systems.
One class; up to 15 students.
1.5 Avionics Systems Course (Line and Base).
This course provides instruction on the normal
operation and maintenance of the Aircraft avionics systems, and is oriented to
those personnel who specialize in line and base maintenance of aircraft
avionics systems.
One class; up to 15 students.
NOTE: A reasonably representative copy of the Maintenance Manual, Wiring
Diagram Manual and System Schematics Manual will be available for student
reference in each class of the courses described in Section 1.2, 1.3, 1.4 and
1.5 above. Boeing will exercise every reasonable effort to provide copies of
Customer's customized manuals for such reference.
CS1-2
P.A. No. 1980
<PAGE> 249
1.6 Engine Run-Up Course.
This course provides instruction on test procedures and
values for those personnel involved with engine run-up after an engine change.
Students for this course must have successfully completed the
Mechanical/Electrical Systems Course described above.
Two classes; up to 3 students per class.
1.7 Corrosion Prevention and Control Course.
This course provides instruction on aircraft corrosion
prevention and control.
One class; up to 10 students.
1.8 Aircraft Rigging Course.
This course provides instruction on aircraft rigging so
as to provide specialist personnel with the necessary information to rig all
flight control surfaces, landing gear components, aircraft doors and engines.
One class; up to 6 students at a mutually agreed upon alternate facility.
1.9 Advanced Composite Repair Course.
This course provides instruction for structural repair
personnel and promotes understanding of the design philosophy, inspection and
repair of advanced composite components.
One class; up to 8 students.
1.10 Digital Data Familiarization Course.
This course provides familiarization training for
instructors on maintenance training products provided by Boeing.
One class; up to 15 students.
CS1-3
P.A. No. 1980
<PAGE> 250
1.11 Cabin Management System (CMS) Configuration Database
Generator (CDG) Familiarization Course.
This course will use the CDG Training Manual as primary
text and CDG User Manual as reference source in providing hands-on training to
airline personnel in the utilization of CDG. The course will also include an
overview of CMS components, locations and system operation.
One class; up to 6 students.
1.12 Post-Delivery Practical Observation.
If requested by Customer prior to the conclusion of the
Maintenance Training Planning Conference, Boeing will coordinate the assignment
of up to 8 of Customer's maintenance personnel to observe the routine
maintenance practices Boeing performs on the Aircraft during Customer 's flight
training in the Seattle area provided pursuant to Part 1 of the Customer
Support Document.
1.13 Supplier Training.
Each maintenance training course will include
sufficient information, for purposes of supporting line maintenance functions,
on the location, operation and servicing of Aircraft Parts provided by
Suppliers. If Customer requires additional maintenance training with respect
to any Supplier Parts. Customer shall schedule such training directly with the
supplier thereof. If Customer experiences difficulty in scheduling such
training, Boeing shall, if requested by Customer, assist Customer in
coordinating and scheduling such Supplier -provided maintenance training.
1.14 Boeing Training Program Materials.
Training materials will be provided to each student.
In addition, one set of training materials as used in Boeing's training
program, including visual aids, computer-based training courseware, instrument
panel wall charts, text/graphics, video programs, etc. will be provided for use
in Customer's own training program.
1.15 Student Training Material.
No revision service will be provided for the material
provided hereunder.
CS1-4
P.A. No. 1980
<PAGE> 251
1.15.1 Manuals.
Boeing will provide at the beginning of
each Maintenance Training course one copy of a training manual or equivalent
for each student attending such course.
1.15.2 Panel Description/Component Locator/Field
Trip Checklist Manual.
Boeing will provide 1 copy of a Panel
Description/Component Locator/Field Trip Checklist Manual for each student in
the applicable Maintenance Training course.
1.16 Other Training Material.
Boeing will provide to Customer 1 set of the following
training materials, as used in the courses described above:
1.16.1 Visual Aids.
(a) 8-1/2 x 11-inch blackline
projection transparencies.
(b) Full-scale instrument panel
wall charts in the form of
black and white copies and
mylar reproducible copies.
(c) Training slides.
1.16.2 Reproducible Masters.
8-1/2 x 11-inch prints suitable for black
and white reproduction of all graphics and applicable text.
1.16.3 Video Programs.
Video programs on 3/4-inch U-matic or
1/2-inch VHS cassette formats in NTSC, PAL or SECAM standards, as selected by
Customer.
1.16.4 Computer-Based Training (CBT) Courseware.
CBT courseware, and instructions for courseware
installation and operation. This courseware will reflect the major
configuration of the first Aircraft as delivered to Customer.
CS1-5
P.A. No. 1980
<PAGE> 252
1.16.5 Shipment of Materials.
The training materials described above will
be shipped to Customer 30 days after completion of the first class of each
applicable Maintenance Training course.
1.16.6 Training Material - Aircraft Configuration.
The visual aids and reproducible masters
described above (except for CBT as noted in Section 1.16.4 above) will, at the
conclusion of the shipments thereof, reflect the configuration of the first
Aircraft as delivered to Customer.
1.17 Course Completion Records.
At the completion of the Maintenance Training, Boeing
will provide Customer with course completion records consisting of the
following:
1.17.1 Master copies of all examinations given.
1.17.2 Attendance and examination records for each
student.
1.17.3 Certificate of Completion for each course
each student successfully completes.
2. Flight Training.
2.1 Transition Training.
The flight crew training course is approved by the FAA
and is designed to train flight crews to operate the Aircraft safely and
efficiently under normal and non-normal conditions. The training will consist
of ground school (utilizing CBT), fixed base simulator, full flight simulator
and actual aircraft training on Customer's Aircraft. The flight crew training
contemplated by this Section 2.1 may include, at Customer's election, one
ground school observer and one flight training observer in each class in
addition to the flight crews.
8 flight crews (16 pilots).
CS1-6
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<PAGE> 253
2.2 Flight Dispatcher Training.
This course provides familiarization training on the
Aircraft's systems, operation, performance capabilities and a brief description
of the Aircraft's limitations, followed by in-depth coverage of basic
performance, flight analysis, performance for nonstandard operation and flight
planning.
2 classes of 6 students.
2.3 Flight Attendant Training.
This course provides familiarization training for
airline passenger service personnel. It includes a description of the Aircraft
and its features. Emphasis is placed on the equipment and furnishings with
which the flight attendant is concerned. Particular attention is given to the
attendant's functions related to communications, lighting and emergency
equipment. When practicable, a field trip to an aircraft is arranged to
observe operation, location and arrangement of equipment.
2 classes of 12 students.
2.4 Performance Engineer Training Courses.
Three types of courses are offered. A schedule for the
courses is published and mailed to all Boeing aircraft operators semiannually
and a mutually agreed upon number of Customer's personnel may attend, for as
long as Customer owns Boeing model aircraft.
2.4.1 General Performance Engineer Course.
This course provides detailed aircraft
performance information for personnel involved in route planning, performance
analysis and evaluation and engineering flight testing. The course includes a
review of basic high-speed aerodynamics and engine performance and operation.
Students will make calculations to help them recognize and understand the
variables which influence turbojet aircraft performance.
2.4.2 Model-Specific Performance Engineer Course.
This course relates to a specific model
aircraft. It covers a brief review of basic aerodynamics and basic jet engine
performance, followed by detailed coverage of specific performance for the
aircraft model type. Detailed flight planning, including emergency conditions,
is covered.
CS1-7
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<PAGE> 254
2.4.3 Operational Performance Engineer Course.
This course is directed toward personnel
who have completed the performance engineer general and specific courses and
have several years' related experience. The course includes expanded coverage
of aircraft noise, runway loading, and various operational, safety and economic
considerations.
2.5 Training Materials.
Training materials will be provided to each student.
In addition, one set of training materials as used in Boeing's training
program, including visual aids, CBT courseware, instrument panel wall charts,
text/graphics, video programs, etc. will be provided for use in Customer's own
training program.
2.5.1 Student training material, in Boeing's
then-standard format, will be provided to Customer's personnel (1 set for each
student and observer) as listed below. No revision service will be provided
for the material provided pursuant to this Section 2.5.1.
(a) Flight Crew Course.
Operations Manual
Quick Reference Handbook
Student Training Manual
Flight Crew Training Manual
Instrument Training Manual - as required
(c) Flight Dispatcher Course.
Flight Dispatcher Training Manual
(d) Flight Attendant Course.
Flight Attendant Training Manual
(e) Performance Engineer Courses.
Assorted documents, excerpts and handouts.
2.5.2 Other Training Materials.
At the conclusion of the Flight Training,
Boeing will provide one set of the following material, as used in the Flight
Training Program. Revision service will not be provided for these materials.
All paper documentation will be provided in MS Word 6.0 format or compatible PC
format.
CS1-8
P.A. No. 1980
<PAGE> 255
(a) Boeing will provide a copy of
Boeing developed CBT materials
used in the Flight Training
Program. This CBT courseware
will reflect major
configuration options delivered
on Customer's first Aircraft.
Customer will require certain
equipment and materials in
order to use the CBT Program.
Equipment and materials
required to run the CBT Program
will be procured by Customer at
Customer's expense. The CBT
materials provided include the
following:
(i) 1 copy of all lesson files
supplied on CD-ROM disc.
(ii) 1 paper copy of loading
and operation instructions
for installing the lessons
on an MS-DOS compatible
personal computer or File
Server.
(iii)1 copy of the runtime
software required to run
the CBT lessons, together
with a license for
unlimited run-time use for
presentation via network
system and/or stand alone
computer terminals to any
employee or contract
trainee of Customer and/or
any Affiliate, or casual
visitor at any location.
Customer agrees not to
sell such material.
(b) Full-Scale Color Instrument
Panel Wall Charts reflecting
the configuration of the first
Aircraft as delivered to
Customer.
(c) Flight Crew Training Record.
(d) Examinations Questions.
(e) Student Training Manual.
(f) Video programs on 3/4-inch
U-matic or 1/2 inch VHS
cassette format in NTSB, PAL or
SECAM standards as selected by
Customer.
CS1-9
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<PAGE> 256
(g) Flight Attendant Manual (50
copies).
(h) Flight Attendant Training
Course (script, slides and
video tapes on 3/4-inch U-matic
or 1/2 inch VHS cassette format
in NTBC, PAL or SECAM standards
as selected by Customer).
2.6 Additional Flight Operations Services.
2.6.1 Subject to availability, Boeing shall if
seasonably requested by Customer, provide Boeing flight crew personnel to
assist in ferrying the first Aircraft to Customer's main base, and Customer
shall pay Boeing's standard charge for such assistance;
2.6.2 Boeing will provide up to 90 days of
instructor pilot services which will include such activities as: (i) review of
Customer's flight crew operations; (ii) observation of Customer's cockpit
crews; (iii) post-flight reviews of flight crew operations; (iv) consultation
regarding flight crew operations; and (v) route proving flights.
2.6.3 Boeing will provide, approximately six (6)
months after completion of the flight training provided pursuant to the
immediately preceding sub-section 2.6.2, at a base designated by Customer, the
services of an instructor pilot for a period of two (2) weeks to review
Customer's flight crew operations or to assist Customer's instructor personnel
in conducting proficiency checks, or both.
PART 2: FIELD AND ENGINEERING SUPPORT SERVICES
1. Planning Assistance.
Boeing will provide the following additional documents and
services:
1.1 Spares.
1.1.1 Recommended Spares Parts List (RSPL).
A customized RSPL, data and documents will
be provided to identify spare parts required for Customer's support program.
1.1.2 Illustrated Parts Catalog (IPC).
A customized IPC in accordance with ATA 100
will be provided.
CS1-10
P.A. No. 1980
<PAGE> 257
1.1.3 Provisioning Training.
Provisioning training will be provided for
Customer's personnel at Boeing's facilities, where documentation and technical
expertise are available. Training is focused on the initial provisioning
process and calculations reflected in the Boeing RSPL.
1.1.4 Spares Provisioning Conference.
A provisioning conference will be
conducted, normally at Boeing's facilities where technical data and personnel
are available.
PART 3: TECHNICAL INFORMATION AND MATERIALS
Boeing will provide the Documents listed in Attachment A hereto in
accordance with Part 3 of the Customer Support Document.
CS1-11
P.A. No. 1980
<PAGE> 258
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Attachment A to Supplemental Exhibit CS1 to
Purchase Agreement Number 1980
P.A. No. 1980
<PAGE> 259
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 1
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C>
A. FLIGHT OPERATIONS
1. Airplane Flight Manual
a. Advance Representative Format: 11 Printed One Side
Copy Revisions: No
Delivery: 60 days after signing
Purchase Agreement
b. Customized Manual Format: 3 Printed One Side
Revisions: Yes
Delivery: On board each Aircraft
Format: 10 Printed One Side
Revisions: Yes
Delivery: 30 days after delivery
of first Aircraft
c. Digital Performance Format: 3 3.5 inch (1.44MB)
Information (AFM-DPI) IBM Compatible Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
2. Operations Manual
a. Advance Representative Format: 11 Printed Two Sides
Copy Revisions: No
Delivery: 60 days after signing Purchase Agreement
b. Customized Manual Format: 12 Printed Two Sides
2 Digital Format - (1) CD-ROM Framemaker
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
3. Planning and Performance Manual
a. Advance Representative Format: 1 Printed Two Sides
Copy Revisions: No
Delivery: As soon as practicable
b. Customized Manual Format: 1 Printed Two Sides
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
</TABLE>
P.A. No. 1980
<PAGE> 260
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 2
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C>
4. Weight and Balance Manual
a. Chapter 1 "Control"
1. Advance Representative Format: 6 Printed Two Sides
Copy Revisions: No
Delivery: As soon as practicable
2. Customized Manual Format: 8 Printed Two Sides
Revisions: Yes
Delivery: 120 days prior to delivery of first Aircraft
b. Chapter 2 "Aircraft Format: 2 Printed One Side
Reports" Revisions: No
Delivery: On board each Aircraft
5. Dispatch Deviation
Guide
a. Advance Representative Copy Format: 2 Printed Two Sides
2 CD-ROM Framemaker
Revisions: No
Delivery: 60 days after signing of Purchase Agreement
b. Customized Dispatch Deviation Guide Format: 14 Printed Two Sides
2 CD-ROM Framemaker
Revisions: Yes
Delivery: As soon as practicable, but no later than 60
days prior to delivery of first Aircraft
6. Flight Crew Training Manual
a. Advance Representative Copy Format: 14 Printed Two Sides
Format: 2 Digital format
Revisions: Yes
Delivery: 60 days after signing of Purchase Agreement
b. Customized Manual Format: 14 Printed Two Sides
Format: 2 Digital format
Revisions: Yes
Delivery: As soon as practicable, but no later than
60 days prior to delivery of first Aircraft
</TABLE>
P.A. No. 1980
<PAGE> 261
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 3
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
7. Baggage/Cargo Format: Printed One Side
Loading Manual 5 Printed Two Sides
Microfilm, 16mm
Duplicate
Check if required: x 2 Microfilm, 16mm
Master
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
8. Fault Reporting
Manual (FRM)
a. Advance Representative Format: 3 Printed Two Sides
Copy Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Manual Format: 3 Printed Two Sides
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
9. Performance Engineer's Format: 2 Printed Two Sides
Manual Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
10. Jet Transport Format: 5 Printed Two Sides
Performance Methods Revisions: No
Delivery: 90 days prior to delivery of First Aircraft
11. FMC Supplemental Format: 6 Printed Two Sides
Data Document Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
12. Operational Performance
Software (OPS)
a. Inflight and Report Format: 9 Track Magnetic Tape in
(INFLT/REPORT) Software ASCII or EBCDIC Format
3 3.5 Inch (1.44MB) IBM Compatible
Diskette; Note: Boeing will use best
reasonable efforts to provide
in the latest version of IATA
SCAP specifications
3.5 Inch (1.4MB) macintosh Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
</TABLE>
P.A. No. 1980
<PAGE> 262
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 4
<TABLE>
<CAPTION>
Item Description Quantity
- ---- ----------- --------
<S> <C> <C> <C>
b. Airplane Performance Format: 9 Track Magnetic
Monitoring (APM/HISTRY) Tape in ASCII or
Software EBCDIC Format
3 3.5 Inch (1.44MB) IBM Compatible
Diskette; Note: Boeing will use best
reasonable efforts to provide
in the latest version of IATA
3.5 Inch (1.4MB) Macintosh Diskette
Revisions: Yes
Delivery: 120 days prior to delivery of first Aircraft
c. Takeoff Analysis Software Format: 9 Track Magnetic
Boeing Takeoff Module (BTM) Tape in ASCII
Format
3 3.5 Inch (1.44MB) IBM Compatible
Diskette; Note: Boeing will use best
reasonable efforts to provide
in the latest version of IATA
SCAP specifications
5.25 Inch (1.2MB) IBM
Compatible Diskette
3.5 Inch (1.4MB) Macintosh Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
d. Landing Analysis Software Format: 9 Track Magnetic
Boeing Landing Module (BLM) Tape in ASCII
Format
3 3.5 Inch (1.44MB) IBM Compatible
Diskette; Note: Boeing will use best
reasonable efforts to provide
in the latest version of IATA
SCAP specifications
5.25 Inch (1.2MB) IBM
Compatible Diskette
3.5 Inch (1.4MB) Macintosh Diskette
Revisions: Yes
Delivery: 180 days prior to delivery of first Aircraft
</TABLE>
P.A. No. 1980
<PAGE> 263
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 5
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
e. Climbout Analysis
Software Format: 1 3.5 Inch (1.44MB) IBM Compatible
Diskette; Note: Boeing will use best
reasonable efforts to provide in the
latest version of IATA SCAP
specifications
Revisions: Yes
Delivery: as soon as practicable, but no later
than concurrent with delivery of first Aircraft
B. MAINTENANCE
1. Maintenance Manual
a. Advance Representative Format: 1 Printed
Copy 1 Microfilm, 16mm
duplicate
2 Digital Format
Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Master
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery first Aircraft
c. Customized Manual Format: 1 Printed Two Sides
__ Printed One Side
1 Microfilm, 16mm
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
2. Wiring Diagram Manual
a. Advance Representative Format: 1 Microfilm, 16mm
Copy Revisions: No
Delivery: 90 days after signing Purchase Agreement
</TABLE>
P.A. No. 1980
<PAGE> 264
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 6
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
b. Customized Master Format:
Check if required: x 1 35mm Aperture Cards of All Wiring
Diagrams and Charts
Check if required: x 1 EDP Portion, 16mm Microfilm Master
Check if required: x 2 Entire Manual, 16mm Microfilm Master
Check if required: x 2 Entire Manual, Digital Format
Revisions: Yes, until 90 days after delivery of last
Aircraft
Delivery: Concurrent with delivery of first Aircraft
c. Customized Manual Format: 1 Standard Printed
Copies of Entire
Manual
__ Standard Printed
Copies of all Sections
Except EDP Portion
1 EDP Portion, 16mm Microfilm Duplicate
2 Entire Manual, 16mm Microfilm
Revisions: Yes, until 90 days after delivery of last
Aircraft
Delivery: Concurrent with delivery of first Aircraft
3. System Schematics Manual
a. Advance Representative Format: 2 Printed
Copy Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Master Format:
Check if required: __ 35mm Aperture Cards of all Schematics
Check if required: x 2 Digital Format
Revisions: Yes, until 90 days after delivery of last
Aircraft only
Delivery: Concurrent with delivery of first Aircraft
c. Customized Manual Format: 103 Printed Two Sides
1 Microfilm, 16mm Master
Revisions: Yes, until 90 days after delivery of last
Aircraft only
Delivery: Concurrent with delivery of first Aircraft
</TABLE>
P.A. No. 1980
<PAGE> 265
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 7
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
4. Structural Repair Manual Format: 1 Printed Two Sides
__ Printed One Side
__ Microfilm, 16mm
Duplicate
Check if required: x 2 Microfilm, 16mm
Master
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
5. Component Maintenance Format: 15 Printed Two Sides
Manual 7 Microfilm, 16mm Duplicate
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
6. Chapter 20 Standard Format: 7 Printed Two Sides
Overhaul Practices 1 Printed One Side
Manual (Common to other __ Microfilm, 16mm
models, quantity indicates Duplicate
total for all models)
Check if required: x 2 Microfilm, 16mm
Master
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
7. Chapter 20 Standard Format: Printed Two Sides
Wiring Practices Manual __ Microfilm, 16mm
(Common to other models, __ Duplicate
quantity indicates total
for all models)
Check if required: x 2 Microfilm, 16mm
Master
x 2 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
8. Nondestructive Test Manuals Format: 3 Printed Two Sides
__ Printed One Side
2 Microfilm, 16mm Duplicate
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 1 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
</TABLE>
P.A. No. 1980
<PAGE> 266
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 8
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
9. Service Bulletins Format: 18 Printed Two Sides
1 Digital Format
Revisions: Yes
Delivery: As developed by Boeing
9a. Service Bulletin Index Format: 7 Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
10. Corrosion Prevention Manual Format: __ Printed Two Sides
__ Printed One Side
8 Microfilm, 16mm Duplicate
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 1 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
11. Fault Isolation Manual
a. Advance Representative Format: 1 Printed Two Sides
Copy __ Microfilm, 16mm Duplicate
1 Digital Format
Revisions: No
Delivery: 90 days after signing Purchase Agreement
b. Customized Master
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 2 Digital Format
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
c. Customized Manual Format: 2 Printed Two Sides
40 Microfilm, 16mm Duplicate
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
12. Ramp Maintenance Manual
a. Advance Representative Copy Format: 1 Printed Two Sides
Revisions: No
Delivery: 90 days after signing of Purchase Agreement
b. Customized Manual Format: 150 Printed Two Sides
Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
13. 777 Interior Reconfiguration Format: 1 Printed Two Sides
Document Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
</TABLE>
P.A. No. 1980
<PAGE> 267
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 9
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
14. Power Plant Buildup Manual Format: 6 Printed Two Sides
1 Printed One Side
__ Microfilm, 16mm Duplicate
Check if required: x 1 Microfilm, 16mm Master
Check if required: x 1 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
15. In Service Activities Format: 28 Printed Two Sides
Report Revisions: Yes
Delivery: Issued Quarterly
16. Fleet Issues Format: 1 Digital format
Summary Report Revisions: Yes
Delivery: As developed by Boeing
17. All Operator Letter Format: 28 Printed One or Two Sides
Revisions: Yes
Delivery: As developed by Boeing
18. Service Letters Format: 28 Printed One or Two Sides
Revisions: Yes
Delivery: As developed by Boeing
19. Combined Index Format: 8 Printed Two Sides
Digital Format
Revisions: Yes
Delivery: As developed by Boeing
20. Maintenance Tips Format: 27 Printed One or Two Sides
Revisions: Yes
Delivery: As developed by Boeing
21. Configuration Database Format: 4 Printed Two Sides
Generator (CDG) User Guide Revisions: Yes
Delivery: Concurrent with delivery of first Aircraft
22. Production Management Format: 1 Digital Format
Database
C. MAINTENANCE PLANNING
1. Maintenance Planning Format: 9 Printed Two Sides
Data (MPD) Documents 2 Microfilm, 16mm Duplicate
__ Microfilm, 16mm Master
Check if required: x 1 Digital Format
Revisions: No
Delivery: 90 days after signing Purchase Agreement
</TABLE>
P.A. No. 1980
<PAGE> 268
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 10
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
2. Maintenance Task Cards
a. Advance Representative Format: 1 Printed One Side
Copy (Check One) x 1 Digital Format
Revisions: No
Delivery: TBD
b. Customized Masters
Check if required: x Format: 1 Microfilm, 16mm Master
Check if required: x 1 Digital Format
c. Customized Cards Format: 1 Printed One Side
__ Microfilm, 16mm Duplicate
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
4. Maintenance Inspection Format: 4 Printed Two Sides
Interval Reports Revisions: Yes
(Common with other models Delivery: 90 days prior to delivery of first Aircraft
quantity indicates total
required)
D. SPARES
1. Illustrated Parts Catalog Format: 1 Printed Two Sides
(Select one format only) __ Printed One Side
__ Microfilm, 16mm Duplicate
Check if required: x 2 Microfilm, 16mm Master
Check if required: x 2 Digital Format
Revisions: Yes, until 90 days after delivery of last
Aircraft
Delivery: 90 days prior to delivery of first Aircraft
2. Standards Books Format: __ Printed Two Sides
(Unless previously provided 30 Microfilm, 16mm
pursuant to other Duplicate
agreements, in which case
applicable supplements
will be provided) Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and Equipment Format: 8 Printed Two Sides
Planning documents
Check if required: x 1 Microfilm,16mm Master
Revisions: Yes
Delivery: 90 days after signing Purchase Agreement
</TABLE>
P.A. No. 1980
<PAGE> 269
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 11
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C> <C> <C>
2. Special Tool and Ground Format: 1 Microfilm, 35 mm Duplicate
Handling Equipment Drawings in Aperture Card Format
On-line via BOLD as available and as
covered by separate BOLD license
agreement
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
3. Special Tool and Ground Format: 1 Printed Two Sides
Handling Equipment Revisions: Yes
Drawing Index Delivery: 90 days prior to delivery of first Aircraft
4. Supplementary Tooling Format: 2 Printed Two Sides
Documentation Revisions: Yes
(Common with other models Delivery: 90 days prior to
quantity indicates total delivery of first
required) Aircraft
5. System Test Equipment Format: 3 Printed One Side
Document Revisions: Yes
Delivery: 90 days after signing Purchase Agreement
6. Illustrated Tool and Format: __ Printed One Side
Equipment List/Manual 2 Printed Two Sides
15 Microfilm, 16mm Duplicate
Check if required: x 2 Microfilm 16mm Master
Check if required: x 1 Digital Format
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
7. Aircraft Recovery Document Format: 10 Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
8. Airplane Characteristics Format: 7 Printed Two Sides
for Airport Planning Revisions: Yes
Delivery: 90 days prior to delivery of first Aircraft
9. Airplane Rescue and Format: 1 Printed Two Sides
Fire Fighting Document Revisions: Yes
(Common with other models Delivery: 90 days prior to
quantity indicates total delivery of first
required) Aircraft
10. Engine Handling Document Format: 4 Printed Two Sides
Revisions: Yes
Delivery: 90 days after signing Purchase Agreement
F. COMPUTER SOFTWARE INDEX Format: 1 Printed Two Sides
(Common to other models, Revisions: Yes
quantity indicates Delivery: Concurrent with delivery
total required) of first Aircraft
</TABLE>
P.A. No. 1980
<PAGE> 270
Attachment A to
Supplemental Exhibit CS1 to
Purchase Agreement No. 1980
Page 12
<TABLE>
<CAPTION>
Item Description Quantity
---- ----------- --------
<S> <C> <C>
G. SUPPLIER TECHNICAL DATA
1. Service Bulletins 15
2. Ground Support Equipment 5
Data
3. Provisioning Information 5
4. Component Maintenance/ 15
Overhaul Manuals
5. Component Maintenance/ 5
Overhaul Manuals Index
(Common to other models,
quantity indicates
total required)
6. Publications Index 2
7. Product Support 6
Supplier Directory
(Common to other models,
quantity indicates
total required)
</TABLE>
P.A. No. 1980
<PAGE> 271
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit SLP1 to Purchase Agreement Number 1980
SLP1
P.A. No. 1980
<PAGE> 272
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 777 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
"Boeing Service Life Policy" of the Product Assurance Document, and is a part
of Purchase Agreement No. 1980.
1. Wing.
(a) Upper and lower skins including fixed leading edge and
trailing edge skins and panels [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.], and stiffeners.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Upper wing fold hinge, end ribs and lower latch lugs.
(f) Main landing gear support structure.
(g) Wing center section lower beams, spanwise beams and
floor beams, but not the seat tracks attached to the
beams.
(h) Wing-to-body structural attachments.
(i) Engine strut support fittings attached directly to wing
primary structure.
(j) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and
for leading edge devices and trailing edge flaps.
(k) Leading edge device and trailing edge flap support
system.
(l) Fixed attachment and actuator support structure for
aileron, leading edge device and trailing edge flap
internal.
SLP1-1
P.A. No. 1980
<PAGE> 273
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and
frames between the forward pressure bulkhead and the
vertical stabilizer rear spar bulkhead, and structural
support and enclosure for the auxiliary power unit but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits, excluding door
mechanisms and movable hinge components. Sills and
frames around the body openings for the passenger
doors, cargo doors and emergency exits, excluding scuff
plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, forward and aft bulkheads, and
the gear support structure.
(e) Main gear wheel well structure including pressure deck,
bulkheads and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and
the main gear wheel well aft bulkhead, including
splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar
support bulkheads including terminal fittings but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
SLP1-2
P.A. No. 1980
<PAGE> 274
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spars including stiffeners.
(c) Attachment fittings between vertical stabilizer and
body.
(d) Inspar ribs.
(e) Support structure in the vertical stabilizer for rudder
hinges, reaction links and actuators.
(f) Support structure for rudder internal, fixed attachment
and actuator.
(g) Rudder hinges and supporting ribs, excluding bearings.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spars including splices and stiffeners.
(c) Inspar ribs.
(d) Stabilizer splice fittings and pivot and screw support
structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Support structure for elevator internal, fixed
attachment and actuator.
(g) Elevator hinges and supporting ribs, excluding
bearings.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure.
SLP1-3
P.A. No. 1980
<PAGE> 275
(e) For Aircraft equipped with General Electric or Pratt &
Whitney engines only, the engine mounted support
fittings.
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder.
(c) Upper and lower side strut, including spindles and
universals.
(d) Upper and lower drag strut, including spindles and
universals.
(e) Orifice support tube.
(f) Downlock links including spindles and universals.
(g) Torsion links.
(h) Bogie beam.
(i) Axles.
(j) Steering crank arm.
(k) Steering rod.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collar.
(f) Torsion links.
(g) Actuator support beam and hanger.
SLP1-4
P.A. No. 1980
<PAGE> 276
NOTE: The Service Life Policy does not cover any bearings, bolts,
bushings, clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the SLP Components.
SLP1-5
P.A. No. 1980
<PAGE> 277
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
FOR GE90 ENGINES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit EE1-A to Purchase Agreement Number 1980
EE1-A
P.A. No. 1980
<PAGE> 278
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
FOR GE90 ENGINES
relating to
BOEING MODEL 777 AIRCRAFT
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in Table 1 of
the Purchase Agreement includes an aggregate price for GE90 engines and all
accessories, equipment and parts provided by the engine manufacturer. The
adjustment in Engine Price applicable to each Aircraft (Engine Price
Adjustment) will be determined at the time of Aircraft delivery in accordance
with the following formula:
P(e) = (P(b) x CPI ) - P()b
------
CPI(b)
(b) The following definitions will apply herein:
P(e) = Engine Price Adjustment
P(b) = Engine Price (per Aircraft), as set forth
in Table 1 of the Purchase Agreement.
CPI = the Composite Price Index as determined in
accordance with the formula below,
utilizing values published by the Bureau of
Labor Statistics, U.S. Department of Labor,
where base year 1982 = 100.
CPI = L + C + M + E
L = The Labor Index will be equal to 55% of 100
times the quotient of the "Hourly Earnings
of Aircraft Engines and Engine Parts
Production Workers" SIC 3724 for the ninth
month preceding the Scheduled Delivery
Month of the Aircraft, divided by $11.16.
C = The Industrial Commodities Index will be
equal to 10% of the Producer Price Index
for "all commodities other than Farm and
Foods," Code 3-15 associated with the ninth
month prior to the Scheduled Delivery Month
of the Aircraft.
M = The Metals and Metal Products Index will be
equal to 25% of the Producer Price Index
for "Metals and Metal Products," Code 10
EE1-A-1
P.A. No. 1980
<PAGE> 279
associated with the ninth month prior to
the Scheduled Delivery Month of the
Aircraft.
E = The Fuel Index will be equal to 10% of the
Producer Price Index for "Fuel and Related
Products and Power," Code 5 associated with
the ninth month prior to the Scheduled
Delivery Month of the Aircraft.
CPI(b) = The Base Year Index as set forth in Table 1
of the Purchase Agreement
The Engine Price Adjustment will not be made if it would result in a decrease
in the Engine Base Price.
(c) The values of the Average Hourly Earnings and Producer Price
Indices used will be those published for the specified month as of a date 30
days prior to the Scheduled Delivery Month of the Aircraft. Such values will
be considered final and no Engine Price Adjustment will be made after Aircraft
delivery for any subsequent changes in published Index values.
(d) If, prior to the delivery of an Aircraft, the U.S. Department of
Labor, Bureau of Labor Statistics (i) substantially revises the methodology
used for the determination of any index to be used to determine the CPI factor
(in contrast to benchmark adjustments or other corrections of previously
published data) or (ii) discontinues publication of any of the data referred to
above, General Electric Company (GE) agrees to meet jointly with Boeing and
Customer (to the extent such parties may lawfully do so) to jointly select a
substitute for the revised or discontinued data; such substitute data to lead
in application to the same adjustment result, insofar as possible, as would
have been achieved by continuing the use of the original data as it may have
fluctuated had it not been revised or discontinued. If such Engine Price
escalation provisions, methodology or data publication are subsequently
reinstated, Boeing will make adjustments consistent with the agreements defined
in this Supplemental Exhibit EE1-A.
NOTE: The factor (CPI divided by CPIb ) by which the Engine Price is to
be multiplied will be expressed as a decimal and rounded to the
nearest thousandth. Any rounding of a number, as required under
this Supplemental Exhibit EE1-A with respect to escalation of the
Engine Price, will be accomplished as follows: if the first digit
of the portion to be dropped from the number to be rounded is five
or greater, the preceding digit will be raised to the next higher
number.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.
Boeing has obtained from GE the right to extend to Customer the provisions of
GE's warranty as set forth below (herein referred to as the "Warranty");
subject, however, to Customer's acceptance of the conditions set forth herein.
Accordingly, Boeing hereby extends to Customer and Customer hereby accepts the
provisions of GE's Warranty as
EE1-A-2
P.A. No. 1980
<PAGE> 280
hereinafter set forth, and such Warranty shall apply to all GE90 type Engines
(including all Modules and Parts thereof) installed in the Aircraft at the time
of delivery or purchased from Boeing by Customer for support of the Aircraft
except that, if Customer and GE have executed, or hereafter execute, a General
Terms Agreement, or other agreement for the support of the Engines, then the
terms of that Agreement shall be substituted for and supersede the provisions
of Sections 2.1 through 2.10, below and Sections 2.1 through 2.10 below shall
be of no force or effect and neither Boeing nor GE shall have any obligation
arising therefrom. In consideration for Boeing's extension of the GE Warranty
to Customer, Customer hereby releases and discharges Boeing from any and all
claims, obligations and liabilities whatsoever arising out of the purchase or
use of such GE90 type Engines and Customer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities. In
addition, Customer hereby releases and discharges GE from any and all claims,
obligations and liabilities whatsoever arising out of the purchase or use of
such GE90 type Engines except as otherwise expressly assumed by GE in such GE
Warranty, General Terms Agreement, or other agreement for the support of the
Engines between Customer and GE and Customer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities.
2.1 Title. GE warrants that at the date of delivery, GE
has legal title to and good and lawful right to sell its GE90 Type Engine and
Products and furthermore warrants that such title is free and clear of all
claims, liens and encumbrances of any nature whatsoever.
2.2 Patents.
2.2.1 GE will handle all claims and defend any
suit or proceeding brought against Customer insofar as based on a claim that
any product or part furnished under this Purchase Agreement constitutes an
infringement of any patent of the United States, and will pay all damages and
costs awarded therein against Customer. This paragraph will not apply to any
product or any part manufactured to Customer's design or to the aircraft
manufacturer's design. As to such product or part, GE assumes no liability for
patent infringement.
2.2.2 GE's liability hereunder is conditioned
upon Customer promptly notifying GE in writing and giving GE authority,
information and assistance (at GE's expense) for the defense of any suit. In
case said equipment or part is held in such suit to constitute infringement and
the use of said equipment or part is enjoined, GE will expeditiously, at its
own expense and at its option, either (1) procure for Customer the rights to
continue using said product or part; (2) replace the same with a satisfactory
and noninfringing product or part; or (3) modify the same so it becomes
satisfactory and noninfringing. The foregoing will constitute the sole remedy
of Customer and the sole liability of GE for patent infringement.
EE1-A-3
P.A. No. 1980
<PAGE> 281
2.2.3 The above provisions also apply to products
which are the same as those covered by this Purchase Agreement and are
delivered to Customer as part of the installed equipment on GE90 powered
Aircraft.
2.3 Initial Warranty. GE warrants that GE90 Engine
products will conform to GE's applicable specifications and will be free from
defects in material and workmanship prior to Customer's initial use of such
products.
2.4 Warranty Pass-On.
2.4.1 If requested by Customer and agreed to by
GE in writing, GE will extend warranty support for Engines sold by Customer to
commercial airline operators, or to other aircraft operators. Such warranty
support will be limited to the New Engine Warranty, New Parts Warranty,
Ultimate Life Warranty and Campaign Change Warranty and will require such
operator(s) to agree in writing to be bound by and comply with all the terms
and conditions, including the limitations, applicable to such warranties.
2.4.2 Any warranties set forth herein will not be
transferable to a third party, merging company or an acquiring entity of
Customer.
2.4.3 In the event Customer is merged with, or
acquired by, another aircraft operator which has a general terms agreement with
GE, the Warranties as set forth herein will apply to the Engines, Modules, and
Parts.
2.5 New Engine Warranty.
2.5.1 GE warrants each new Engine and Module
against Failure for the initial 3500 Flight Hours as follows:
A. Parts Credit Allowance will be
granted for any Failed Parts.
B. Labor Allowance for
disassembly, reassembly, tests and Parts Repair of any new Engine part will be
granted for replacement of Failed Parts.
C. Such Parts Credit Allowance,
test and Labor Allowance will be 100% from new to 3000 Flight Hours and
decreasing pro rata from 100% at 3000 Flight Hours to zero percent at 3500
Flight Hours.
2.5.2 As an alternative to the above allowances,
GE will upon request of Customer:
A. Arrange to have failed Engines
and Modules repaired as appropriate, at a facility designated by GE at no
charge to Customer for the
EE1-A-4
P.A. No. 1980
<PAGE> 282
first 3000 Flight Hours and at a charge to Customer increasing pro rata from
zero percent of GE's repair costs at 3000 Flight Hours to 100% of such GE
repair costs at 3500 Flight Hours.
B. Transportation to and from the
designated facility shall be at Customer's expense.
2.6 New Parts Warranty. In addition to the warranty
granted for new Engines and Modules GE warrants Engine and Module Parts as
follows:
2.6.1 During the first 2000 Flight Hours for such
Parts and Expendable Parts, GE will grant 100% Parts Credit Allowance or Labor
Allowance for repair labor for failed Parts.
2.6.2 GE will grant a pro rata Parts Credit
Allowance for Scrapped Parts decreasing from 100% at 2000 Flight Hours Part
Time to zero percent at the applicable hours designated in the Table below:
EE1-A-5
P.A. No. 1980
<PAGE> 283
GE90 Warranty Parts List*
<TABLE>
<CAPTION>
FLIGHT HOURS
----------------------------
3000 4000 8000 15000
---- ---- ---- -----
<S> <C> <C> <C> <C>
Fan Rotor
- ---------
Blade, 1st Stage X
Blade, Booster Stages 2-4 X
Disk, 1st Stage X
Spool, Booster Stages X
Forward Fan Shaft X
Spinner X
Mid-shaft X
Fan Stator
- ----------
Casing incl. Containment X
Stator Vane Stages X
Booster Cases X
Outlet Guide Vane (OGV), Support X
Noise Attenuation Panels X
Bleed Valve System X
Aft Case X
Compressor Rotor
- ----------------
Blades X
Disks and Spools X
Shaft, Aft X
Compressor Stator
- -----------------
Case X
Shrouds X
Vanes X
Variable Stator Actuating Rings X
Combustor
- ---------
Inner/Outer Liners & Dome X
HPT Rotor
- ---------
Blades X
Retaining Rings X
Shaft, Forward and Aft X
Disks X
Thermal Shield X
Spacer/Impeller X
</TABLE>
*Warranty Parts List may change
EE1-A-6
P.A. No. 1980
<PAGE> 284
GE90 Warranty Parts List* (Cont.)
<TABLE>
<CAPTION>
FLIGHT HOURS
----------------------------------------------
3000 4000 8000 15000
---- ---- ---- -----
<S> <C> <C> <C> <C>
HPT Stator
- ----------
Vane Assemblies X
Vane Support X
Interstage Seal X
Shrouds X
Shroud Support X
LPT Rotor
- ---------
Blades X
Interstage Seals X
Disks X
LP Shaft X
LPT Stator
- ----------
Case X
Vane Assemblies X
Interstage Seals X
Shrouds X
Fan Frame
- ---------
Mid Frame and Struts X
All Supports X
Fwd. Engine Mount X
Fairings X
Compressor Rear Frame
- ---------------------
Case X
"B" Sump X
X
Condition Monitoring Equipment
- ------------------------------
Turbine Rear Frame
- ------------------
Frame X
Liner X
Bearing Supports X
"C/D" Sump X
X
Main Engine Bearings
- --------------------
Gearboxes
- ---------
Cases X
Shafts, Drive X
Gears X
Bearings X
Plug-in Adapters X
</TABLE>
*Warranty Parts List may change
EE1-A-7
P.A. No. 1980
<PAGE> 285
GE90 Warranty Parts List* (Cont.)
<TABLE>
<CAPTION>
FLIGHT HOURS
----------------------------------------------
3000 4000 8000 15000
---- ---- ---- -----
<S> <C>
Rotor Tubes and Baffles X
- -----------------------
X
Sump Air and Oil Seals
- ----------------------
Oil Tank X
Controls & Accessories-Engine
- -----------------------------
Lube Pump X
Scavenge Pump X
Scavenge Filter X
Fuel/Oil Heat Exchanger X
Main Fuel Pump X
Fuel Filter X
Pressurizing Valve X
Hydro Mechanical Unit X
Compressor Inlet Temperature Sensor X
Variable Stator Actuator X
Thermocouple Harness X
Tachometer Generator-Fan X
Anti-Icing Valve X
Ignition Unit X
Electronic Control Unit X
Fuel Nozzle X
Power Alternator X
</TABLE>
* Warranty Parts List may change
EE1-A-8
P.A. No. 1980
<PAGE> 286
2.7 Ultimate Life Warranty.
2.7.1 GE warrants Ultimate Life limits on the following parts:
Fan Rotor
Disk, Stage 1
Spool, Booster Stages 2-4
Fan-Shaft, Forward
Fan-Shaft, Aft
Compressor Rotor
Disk Shaft, Forward
Spool Stages 2-6
Disk, Stage 7
Spool Shaft, Stage 8-10
High Pressure Turbine Rotor
Disk Shaft, Stage 1
Disk Shaft, Stage 2
Low Pressure Turbine Rotor
Disks, Stage 1-6
Shaft, Cone
Shaft, Forward
2.7.2 GE will grant a pro rata Parts Credit
Allowance of 100% when new to 10,000 Flight Cycles, and a credit allowance
decreasing pro rata from 100% at 10,000 Flight Cycles to zero percent at 15,000
Flight Cycles. Credit will be granted only when such Parts are permanently
removed from service by a GE or U.S. Government imposed Ultimate Life
Limitation of less than 15,000 Flight Cycles.
2.8 Campaign Change Warranty.
2.8.1 A campaign change will be declared by GE
when a new Part design introduction, Part modification, Part inspection, or
premature replacement of an Engine or Module is required by a time compliance
(specific date) GE Service Bulletin. Campaign change may also be declared for
GE Service Bulletins requesting new Part introduction no later than the next
Engine or Module shop visit. GE will grant the following Parts Credit
Allowances:
EE1-A-9
P.A. No. 1980
<PAGE> 287
Engines and Modules
(1) 100% for Parts in inventory or removed from
service when new or with 3000 Flight Hours or less total Part Time.
(2) Pro rata for Parts in inventory or removed
from service decreasing pro rata from 100% at 3000 Flight Hours to 50% at 3500
Flight Hours.
(3) 50% for Parts in inventory or removed from
service with over 3500 Flight Hours since new, regardless of warranty status.
2.8.2 Labor Allowance - GE will grant 100% Labor
Allowance for disassembly, reassembly, modification, testing, or inspection of
GE-supplied Engines, Modules or Parts therefor when such action is required to
comply with a mandatory time compliance (specific date) GE Service Bulletin. A
Labor Allowance will be granted by GE for other GE issued Service Bulletins if
so specified in such Service Bulletins.
2.8.3 Life Controlled Rotating Parts retired by
Ultimate Life limits are excluded from Campaign Change Warranty.
2.9 Limitations. THE PROVISIONS SET FORTH HEREIN ARE
EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR
IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID
PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF GE WITH RESPECT TO CLAIMS OF ANY
KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE
OR HANDLING OF THE PRODUCTS OR PARTS THEREOF OR THEREFOR, AND IN NO EVENT SHALL
GE'S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE
TO CUSTOMER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.
2.10 Indemnity and Contribution.
2.10.1 IN THE EVENT CUSTOMER ASSERTS A CLAIM
AGAINST A THIRD PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN
LIMITATIONS, SECTION 2.9 ABOVE, CUSTOMER SHALL INDEMNIFY AND HOLD GE HARMLESS
FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION
OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) INCIDENT
THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION
UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES
WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF GE, WHETHER
ACTIVE, PASSIVE OR IMPUTED.
2.10.2 CUSTOMER SHALL INDEMNIFY AND HOLD GE
EE1-A-10
P.A. No. 1980
<PAGE> 288
HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING
EXPENSES OF LITIGATION AND ATTORNEYS' FEES) FOR PHYSICAL INJURY TO OR DEATH OF
ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED
DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO
THE EXTENT THAT THE PAYMENTS MADE OR REQUIRED TO BE MADE BY GE EXCEED ITS
ALLOCATED SHARE OF THE TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS
ALLEGED TO HAVE CAUSED SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY, BECAUSE OF A
LIMITATION OF LIABILITY ASSERTED BY CUSTOMER OR BECAUSE CUSTOMER DID NOT APPEAR
IN AN ACTION BROUGHT AGAINST GE. CUSTOMER'S OBLIGATION TO INDEMNIFY GE
HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS GE IS REQUIRED TO MAKE PAYMENT
PURSUANT TO A FINAL JUDGMENT IN AN ACTION OR PROCEEDING IN WHICH GE WAS A
PARTY, PERSONALLY APPEARED, AND HAD THE OPPORTUNITY TO DEFEND ITSELF. THIS
INDEMNITY SHALL APPLY WHETHER OR NOT CUSTOMER'S LIABILITY IS OTHERWISE LIMITED.
3. SEPARATE AGREEMENT.
Notwithstanding anything to the contrary in Section 2 above, all of
the terms and conditions of Section 2 shall be deemed null and void and of no
force or effect upon written notice to Boeing from Customer that Customer has
entered into a General Terms Agreement or other agreement for the Support of
the Engines directly with GE. Such notice will specifically reference this
Section.
EE1-A-11
P.A. No. 1980
<PAGE> 289
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
FOR RB211 ENGINES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit EE1-B to Purchase Agreement Number 1980
EE1-B
P.A. No. 1980
<PAGE> 290
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
FOR RB211 ENGINES
relating to
BOEING MODEL 777 AIRCRAFT
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in
Table 1 of the Purchase Agreement includes an aggregate price for Rolls-Royce
plc RB211 Trent series engines and all accessories, equipment and parts
provided by the engine manufacturer. The adjustment in Engine Price applicable
to each Aircraft (Engine Price Adjustment) will be determined at the time of
Aircraft delivery in accordance with the following formula:
P(e) = (P(b) + F) (L(Q) + M(Q) + E(Q)) - P(b)
(b) The following definitions will apply herein:
P(e) = Engine Price Adjustment
P(b) = Engine Price (per Aircraft), as set forth in Table 1 of
the Purchase Agreement.
F = 0.005(N)(P(b)), where N = the calendar year of scheduled
Engine delivery minus the Price Base Year set forth in
Table 1 of the Purchase Agreement. For this
calculation, Engine delivery is assumed to be 3 months
prior to the Scheduled Delivery Month of the Aircraft.
L(Q), M(Q) and E(Q) are quotients obtained by dividing the index
number shown in the actual data in accordance with the formula
below. The index values utilized in the formula will be the
arithmetic average of the numbers shown in the actual data for the
16th, 15th, and 14th month prior to the Scheduled Delivery Month
of the Aircraft divided by the arithmetic average of the numbers
shown in the actual data for the 16th, 15th, and 14th month prior
to the Price Base Year month set forth in Table 1 of the Purchase
Agreement.
L(Q) = The Labor Index will be equal to 60% of the quotient
obtained from "Hourly Earnings of Aircraft Engines and Engine Parts
Production Workers" SIC 3724.
EE1-B-1
P.A. No. 1980
<PAGE> 291
M(Q) = The Materials Index will be equal to 30% of the
quotient obtained from "Producer Price Index - Code 10,
Metals and Metal Products".
E(Q) = The Fuel Index will be equal to 10% of the quotient
obtained from "Producer Price Index - Code 5, Fuels and
Related Products and Power".
The Engine Price Adjustment will not be made if it would result in a decrease
in the Engine Base Price.
(c) The values of the Average Hourly Earnings and Producer
Price Indices used will be those published for the specified months as of a
date 30 days prior to the Scheduled Delivery Month of the Aircraft. Such
values will be considered final and no Engine Price Adjustment will be made
after Aircraft delivery for any subsequent changes in published Index values.
(d) If, prior to the delivery of an Aircraft, the Bureau of
Labor Statistics substantially revises the methodology used for the
determination of any index to be used to determine the LQ, MQ or EQ values (in
contrast to benchmark adjustments or other corrections of previously released
indices), or for any reason has not released indices needed to determine the
applicable Engine Price Adjustment, Boeing, Customer and Rolls-Royce plc will,
prior to the delivery of such Aircraft, jointly select a substitute index from
other Bureau of Labor Statistics data or similar data reported by
non-governmental organizations. Such substitute index will result in the same
adjustment, insofar as possible, as would have been achieved by continuing to
use the original index as such index may have fluctuated during the applicable
time period had such index not been revised or discontinued. However, if
after delivery of the Aircraft, the Bureau of Labor Statistics should resume
releasing indices without revision in methodology for the months needed to
determine the Engine Price Adjustment, such indices will be used to determine
any increase or decrease in the Engine Price Adjustment from that determined at
the time of delivery of the Aircraft. Boeing will make any such adjustments in
a manner consistent with the agreements defined in this Supplemental Exhibit
EE1-B.
NOTE: The factors by which the Engine Price is to be multiplied will be
expressed as a decimal and rounded to the nearest thousandth. Any
rounding of a number, as required under this Supplemental Exhibit
EE1-B with respect to escalation of the Engine Price, will be
accomplished as follows: if the first digit of the portion to be
dropped from the number to be rounded is five or greater, the
preceding digit will be raised to the next higher number.
EE1-B-2
P.A. No. 1980
<PAGE> 292
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.
2.1 Boeing has obtained from Rolls-Royce plc the right to
extend to Customer the provisions of Rolls-Royce plc's Warranty Agreement
(herein referred to as the "Warranty"); subject, however, to Customer's
acceptance of the conditions set forth therein. Accordingly, Boeing hereby
extends to Customer and Customer hereby accepts the provisions of the Warranty,
and such Warranty shall apply to all RB211 Trent Type Engine(s) (including all
Modules and Parts thereof) installed in the Aircraft at the time of delivery or
purchased from Boeing by Customer for support of the Aircraft except that, if
Customer and Rolls-Royce plc have executed a General Terms Agreement or other
agreement for the support of the Engines, then the terms of that agreement
shall be substituted for and supersede the provisions of the Warranty and the
Warranty shall be of no force or effect and neither Boeing nor Rolls-Royce plc
shall have any obligation arising therefrom. In consideration for Boeing's
extension of the Warranty to Customer, Customer hereby releases and discharges
Boeing from any and all claims, obligations and liabilities whatsoever arising
out of the purchase or use of such RB211 Trent Engine(s) and Customer hereby
waives, releases and renounces all its rights in all such claims, obligations
and liabilities. In addition, Customer hereby releases and discharges
Rolls-Royce plc from any and all claims, obligations and liabilities whatsoever
arising out of the purchase or use of such RB211 Trent Type Engine(s) except as
otherwise expressly assumed by Rolls-Royce plc in such Warranty or General
Terms Agreement or other agreement for the support of the Engines between
Customer and Rolls-Royce plc, and Customer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities.
The Rolls-Royce plc Warranty is set forth in Exhibit C to the RB211
Trent Type Engine Purchase Contract dated May 31, 1990 between Rolls-Royce plc
and Boeing. Copies of the Rolls-Royce plc Warranty shall be provided to
Customer by Boeing upon request.
2.2 Notwithstanding anything to the contrary in Section
2.1, all of the terms and conditions of Section 2.1 shall be deemed null and
void and of no force or effect upon written notice to Boeing from Customer that
Customer has entered into a General Terms Agreement or other agreement for the
support of the Engines directly with Rolls-Royce plc. Such notice shall
specifically reference this Section 2.
EE1-B-3
<PAGE> 293
6-1162-AKP-070
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Miscellaneous Commitments 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 and American Airlines, Inc. 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.
For ease of reference, a "Table of Contents" has been added as Attachment A to
this Letter Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
7. 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 the applicable
Purchase Agreement.
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 294
American Airlines, Inc.
6-1162-AKP-070 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
Attachment A - Table of Contents
Attachment B - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment C - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment D - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 295
Attachment A to
6-1162-AKP-070 Page 1
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SUBJECT PARAGRAPH
------- ---------
<S> <C>
</TABLE>
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 296
Attachment B to
6-1162-AKP-070 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 297
Attachment C to
6-1162-AKP-070 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 298
Attachment D to
6-1162-AKP-070 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 299
6-1162-AKP-071
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement Nos. 1977, 1978, 1979 and 1980 (collectively,
the Purchase Agreements) between The Boeing Company and American
Airlines, Inc. 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.
[CONFIDENTIAL MATERIAL 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 or in the Purchase Agreements.
P.A. Nos. 1977, 1978, 1979, and 1980
<PAGE> 300
American Airlines, Inc.
6-1162-AKP-071 Page 2
Very truly yours,
THE BOEING COMPANY
By
--------------------------
Its Attorney-In-Fact
-------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------
AMERICAN AIRLINES, INC.
By
--------------------------
Its
-------------------------
P.A. Nos. 1977, 1978, 1979, and 1980
<PAGE> 301
6-1162-AKP-072
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement Nos. 1977, 1978, 1979 and 1980 (the Purchase
Agreements) between The Boeing Company and American Airlines, Inc.
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 the Purchase Agreements 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 applicable Purchase
Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
11. 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 Purchase Agreements.
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 302
American Airlines, Inc.
6-1162-AKP-072 Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------
Its Attorney-In-Fact
-----------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
---------------------------
AMERICAN AIRLINES, INC.
By
------------------------------
Its
-----------------------------
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 303
Attachment A to
6-1162-AKP- 072
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 304
Attachment B to
6-1162-AKP- 072
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 305
Attachment C to
6-1162-AKP- 072
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 306
6-1162-AKP-073
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement Nos. 1977, 1978, 1979, and 1980 (collectively,
the Purchase Agreements) between The Boeing Company and American
Airlines, Inc. 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 Agreement. Capitalized terms used herein
but not otherwise defined shall have the meanings assigned thereto in Exhibit C
to the applicable Purchase Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 307
American Airlines, Inc.
6-1162-AKP- 073 Page 2
Very truly yours,
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
-------------------------------
Its
------------------------------
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 308
6-1162-AKP-074
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737-823 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.
[CONFIDENTIAL MATERIAL 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
P.A. No. 1977
<PAGE> 309
American Airlines, Inc.
6-1162-AKP-074 Page 2
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
------------------------------
Its
------------------------------
P.A. No. 1977
<PAGE> 310
6-1162-AKP-075
American Airlines, Inc.
P.O. Box 619616
Dallas/Ft. Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737-823 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 "737-823 Purchase Agreement").
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
11. 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
P.A. No. 1977
<PAGE> 311
American Airlines, Inc.
6-1162-AKP-075 Page 2
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.
Very truly yours,
THE BOEING COMPANY
By
------------------------------------------
Its Attorney-In-Fact
------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
---------------------------------
AMERICAN AIRLINES, INC.
By
------------------------------------------
Its
------------------------------------------
<TABLE>
<S> <C>
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment D: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment E: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
</TABLE>
P.A. No. 1977
<PAGE> 312
ATTACHMENT A-1 TO
LETTER AGREEMENT 6-1162-AKP-075
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 313
ATTACHMENT A-2 TO
LETTER AGREEMENT 6-1162-AKP-075
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 314
ATTACHMENT A-3 to
LETTER AGREEMENT 6-1162-AKP-075
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 315
ATTACHMENT B TO
LETTER AGREEMENT 6-1162-AKP-075 (MODEL 737)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 316
ATTACHMENT C TO
LETTER AGREEMENT 6-1162-AKP-075 (MODEL 737)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 317
Attachment D to
6-1162-AKP-075 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 318
Attachment E to
6-1162-AKP-075 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 319
6-1162-AKP-076
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737-823 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. Aircraft Performance Guarantees.
The only Performance Guarantees applicable to the Aircraft are
those set forth in Attachment A hereto. Such Performance Guarantees are
exclusive and will expire upon delivery of the Aircraft to Customer.
2. 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
P.A. No. 1977
<PAGE> 320
American Airlines, Inc.
6-1162-AKP-076 Page 2
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------------
Its Attorney-In-Fact
-----------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
-----------------------------------
Its
-----------------------------------
Attachment
P.A. No. 1977
<PAGE> 321
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 1
MODEL 737-800 PERFORMANCE GUARANTEES
<TABLE>
<CAPTION>
SECTION CONTENTS
<S> <C>
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 LOADABILITY GUARANTEE
5 SOUND LEVELS
6 FUEL CAPACITY
7 OPERATION AT LAGUARDIA
8 AIRCRAFT CONFIGURATION
9 GUARANTEE CONDITIONS
10 GUARANTEE COMPLIANCE
11 EXCLUSIVE GUARANTEES
</TABLE>
P.A. 1977
<PAGE> 322
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 737-800 Aircraft with a
maximum takeoff weight of at least 172,500 pounds, a maximum
landing weight of 144,000 pounds, and a maximum zero fuel
weight of 136,000 pounds, and equipped with Boeing furnished
CFM56-7B26 engines.
2 FLIGHT PERFORMANCE
2.1 TAKEOFF
2.1.1 The FAA approved takeoff field length at a gross weight at the
start of the ground roll of 172,500 pounds, at a temperature
of 86(degree)F, at a sea level altitude, an alternate forward
center of gravity location of 15 percent of the mean
aerodynamic chord, and using maximum takeoff thrust, shall not
be more than the following guarantee value:
<TABLE>
<S> <C>
NOMINAL: 7,450 Feet
TOLERANCE: +700 Feet
GUARANTEE: 8,150 Feet
</TABLE>
2.1.2 The FAA approved takeoff gross weight at the start of ground
roll, at a temperature of 95(degree)F, at an altitude of 603
feet, from a 13,400 foot runway, with an alternate forward
center of gravity location of 15 percent of the mean
aerodynamic chord, and using maximum takeoff thrust, shall not
be less than the following guarantee value:
<TABLE>
<S> <C>
GUARANTEE: 172,500 Pounds
</TABLE>
2.1.3 The FAA approved takeoff gross weight at the start of ground
roll, at a temperature of 86(degree)F, at an altitude of 6,185
feet, from a 11,021 foot runway, a 1.20 percent downhill
runway slope, and satisfying the conditions defined below,
with an alternate forward center of gravity location of 15
percent of the mean aerodynamic chord, and using maximum
takeoff thrust, shall not be less than the following guarantee
value:
P.A. 1977
<PAGE> 323
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 3
<TABLE>
<S> <C>
NOMINAL: 154,550 Pounds
TOLERANCE: -2,650 Pounds
GUARANTEE: 151,900 Pounds
</TABLE>
2.2 LANDING
2.2.1 The operational landing field length in still air at a gross
weight of 144,000 pounds, at a sea level altitude, on a
standard day, using an FAA approved flap setting, and
satisfying the conditions and operating rules defined below,
shall not be more than the following guarantee value:
<TABLE>
<S> <C>
NOMINAL: 4,850 Feet
TOLERANCE: +500 Feet
GUARANTEE: 5,350 Feet
</TABLE>
Conditions and operating rules:
The operational landing field length is defined as
115 percent of the horizontal distance from 50 feet
altitude to a complete stop.
The approach speed will be VREF+5 KEAS.
The air time from 50 feet altitude to main gear
touchdown will be 4.36 seconds.
The speed at 50 feet altitude will be defined as the
approach speed. The speed at main gear touchdown will
be 98.2 percent of the speed at 50 feet altitude. The
speed at brake application will be 96.9 percent of
the speed at main gear touchdown.
The time delays from main gear touchdown will be as
follows:
<TABLE>
<S> <C>
Spoiler actuation 1 second
Brake application 1 second
Reverse thrust selection 2 seconds
Reversers deployed 4 seconds
</TABLE>
The runway condition is wet. The wet runway braking
coefficient of friction is defined to be 0.200.
P.A. 1977
<PAGE> 324
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 4
The airplane is in the landing configuration
throughout.
Reverse thrust application will be consistent with
operating instructions provided by Boeing to the
Customer. Reverse thrust operation with these
instructions shall not exceed engine operating
limitations provided by the engine manufacturer to
Boeing.
2.2.2 The FAA approved approach and landing climb limited gross
weight at a temperature of 95(degree)F,and at an altitude of
5,400 feet, shall not be less than the following guarantee
value:
<TABLE>
<S> <C>
GUARANTEE: 144,000 Pounds
</TABLE>
2.3 CROSSWIND
The FAA approved maximum demonstrated crosswind component for
takeoff and landing measured at a 10 meter height above the
runway, shall not be less than the following guarantee value:
<TABLE>
<S> <C>
GUARANTEE 35 Knots
</TABLE>
2.4 SPEED
The level flight speed at a gross weight of 160,000 pounds on
a standard day at an altitude of 35,000 feet and using not
more than maximum cruise thrust, shall not be less than the
following guarantee value:
<TABLE>
<S> <C>
NOMINAL: 467 KTAS
TOLERANCE: -10 KTAS
GUARANTEE: 457 KTAS
</TABLE>
2.5 ALTITUDE CAPABILITY - ALL ENGINES OPERATING
The altitude capability at a gross weight of 167,000 pounds,
representative of the gross weight after takeoff from sea
level at 172,500 pounds on an ISA+10(degree)C day, at 0.78
Mach number, and satisfying the conditions defined below,
shall not be less than the following guarantee value:
P.A. 1977
<PAGE> 325
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 5
<TABLE>
<S> <C>
NOMINAL: 35,300 Feet
TOLERANCE: -1,100 Feet
GUARANTEE: 34,200 Feet
</TABLE>
P.A. 1977
<PAGE> 326
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 6
Conditions:
1) The Aircraft shall be capable of maintaining level
cruising flight using not more than maximum cruise
thrust.
2) The Aircraft shall be capable of maintaining a rate
of climb of 300 feet per minute using not more than
maximum climb thrust.
3) The Aircraft shall be capable of at least a 1.3 g
maneuver load factor at buffet onset.
2.6 ENROUTE ONE ENGINE INOPERATIVE
The horizontal distance covered during 120 minutes of flight
with one engine inoperative from an initial altitude of 35,000
feet while descending to an altitude which is not less than
5,000 feet, at an initial gross weight of 160,000 pounds, on
an ISA+15(degree)C day, using not more than maximum continuous
thrust, and following the conditions and operating rules
defined below, shall not be less than the following guarantee
value:
<TABLE>
<S> <C>
NOMINAL: 831 Nautical Miles
TOLERANCE: -31 Nautical Miles
GUARANTEE: 800 Nautical Miles
</TABLE>
Conditions and operating rules:
The Aircraft descends from the initial altitude at
0.78 Mach number until 340 KCAS is reached.
The Aircraft speed is 340 KCAS thereafter for the
remainder of the 120 minute time period.
The Aircraft levels off and continues flight at the
maximum altitude for level flight with one engine
inoperative.
P.A. 1977
<PAGE> 327
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 7
2.7 MISSION
2.7.1 MISSION BLOCK FUEL
The block fuel for a stage length of 799 nautical miles in
still air with a 33,660 pound payload using the conditions and
operating rules defined below, shall not be more than the
following guarantee value:
<TABLE>
<S> <C>
NOMINAL: 11,730 Pounds
TOLERANCE: +350 Pounds
GUARANTEE: 12,080 Pounds
</TABLE>
Conditions and operating rules:
Stage Length: The stage length is defined as the sum of the
distances for the climbout maneuver, climb, cruise,
and descent.
Block Fuel: The block fuel is defined as the sum of the fuel
used for taxi-out, takeoff and climbout maneuver,
climb, cruise, descent, approach and landing maneuver,
and taxi-in.
Takeoff: The airport altitude is sea level.
The takeoff gross weight is not limited by the airport
conditions.
Climbout Following the takeoff to 35 feet, the Aircraft
Maneuver: accelerates to 250 KCAS while climbing to 1,500 feet
above the departure airport altitude and retracting
flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude at
250 KCAS.
The Aircraft then accelerates at a rate of climb of
500 feet per minute to a climb speed of 280 KCAS.
The climb continues at 280 KCAS until 0.78 Mach
number is reached.
P.A. 1977
<PAGE> 328
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 8
The climb continues at 0.78 Mach number to the initial
cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.78 Mach number.
The initial cruise altitude is 35,000 feet.
A step climb or multiple step climbs of 4,000 feet
altitude may be used when beneficial to minimize fuel
burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise
thrust except during a step climb when maximum climb
thrust may be used.
Descent: The Aircraft descends from the final cruise altitude
at 250 KCAS to an altitude of 1,500 feet above the
destination airport altitude.
Throughout the descent, the cabin pressure is
controlled to a maximum rate of descent equivalent to
300 feet per minute at sea level. The temperature is
standard day during descent.
Approach The Aircraft decelerates to the final approach speed
and Landing while extending landing gear and flaps, then descends
Maneuver: and lands.
The destination is a sea level airport.
P.A. 1977
<PAGE> 329
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 9
Fixed For the purpose of this guarantee and for the purpose
Allowances: of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Taxi-out:
<TABLE>
<S> <C>
Fuel 375 Pounds
Time 0.250 Hours
</TABLE>
Takeoff and Climbout Maneuver:
<TABLE>
<S> <C>
Fuel 515 Pounds
Distance 3.8 Nautical Miles
</TABLE>
Approach and Landing Maneuver:
<TABLE>
<S> <C>
Fuel 230 Pounds
</TABLE>
Taxi-in (shall be consumed from the reserve fuel):
<TABLE>
<S> <C>
Fuel 200 Pounds
Time 0.133 Hours
</TABLE>
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. 1977
<PAGE> 330
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 10
2.7.2 MISSION PAYLOAD
The payload for a stage length of 2,722 nautical miles in
still air (equivalent to a distance of 2,239 nautical miles
with an 80 knot headwind, representative of a New York to Los
Angeles route) using the conditions and operating rules
defined below, shall not be less than the following guarantee
value:
<TABLE>
<S> <C>
NOMINAL: # Pounds
TOLERANCE: # Pounds
GUARANTEE: # Pounds
</TABLE>
----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Conditions and operating rules:
Stage The stage length is defined as the sum of the
Length: distances for the climbout maneuver, climb, cruise,
and descent.
Takeoff: The airport altitude is 13 feet.
The airport temperature is 45(degree)F.
The runway length is 14,574 feet.
The following obstacle definition is based on a
straight-out departure where obstacle height and
distance are specified with reference to the liftoff
end of the runway:
<TABLE>
<CAPTION>
Distance Height
<S> <C> <C>
1. 1,040 Feet 16 Feet
2. 2,080 Feet 66 Feet
3. 13,249 Feet 203 Feet
</TABLE>
An Aircraft center of gravity location of 15 percent
of the mean aerodynamic chord.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA
Regulations.
P.A. 1977
<PAGE> 331
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 11
Climbout Following the takeoff to 35 feet, the Aircraft
Maneuver: accelerates to 250 KCAS while climbing to 1,500 feet
above the departure airport altitude and retracting
flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude at
250 KCAS.
The Aircraft then accelerates at a rate of climb of
500 feet per minute to a climb speed of 280 KCAS.
The climb continues at 280 KCAS until 0.78 Mach
number is reached.
The climb continues at 0.78 Mach number to the
initial cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.78 Mach number.
The initial cruise altitude is 31,000 feet.
A step climb or multiple step climbs of 4,000 feet
altitude may be used when beneficial to minimize fuel
burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise
thrust except during a step climb when maximum climb
thrust may be used.
P.A. 1977
<PAGE> 332
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 12
Descent: The Aircraft descends from the final cruise altitude
at 250 KCAS to an altitude of 1,500 feet above the
destination airport altitude.
Throughout the descent, the cabin pressure will be
controlled to a maximum rate of descent equivalent to
300 feet per minute at sea level.
The temperature is standard day during descent.
Approach The Aircraft decelerates to the final approach speed
and Landing while extending landing gear and flaps, then descends
Maneuver: and lands.
The destination airport altitude is 126 feet.
Fixed For the purpose of this guarantee and for the purpose
Allowances: of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Taxi-out:
<TABLE>
<S> <C>
Fuel 375 Pounds
Time 0.250 Hours
</TABLE>
Takeoff and Climbout Maneuver:
<TABLE>
<S> <C>
Fuel 590 Pounds
Distance 4.3 Nautical Miles
</TABLE>
Approach and Landing Maneuver:
<TABLE>
<S> <C>
Fuel 230 Pounds
</TABLE>
Taxi-in (shall be consumed from the reserve fuel):
<TABLE>
<S> <C>
Fuel 200 Pounds
Time 0.133 Hours
</TABLE>
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: 7,770 Pounds
P.A. 1977
<PAGE> 333
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 13
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.7.3 MISSION BLOCK FUEL
The block fuel for a stage length of 2,722 nautical miles in
still air (equivalent to a distance of 2,239 nautical miles
with an 80 knot headwind, representative of a New York to Los
Angeles route) with a [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] pound
payload using the conditions and operating rules defined
below, shall not be more than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Conditions and operating rules are the same as Paragraph 2.7.2
except as follows:
Block Fuel: The block fuel is defined as the sum of the fuel
used for taxi-out, takeoff and climbout maneuver,
climb, cruise, descent, approach and landing maneuver,
and taxi-in.
Takeoff: The airport altitude is 13 feet.
The takeoff gross weight is not limited by the airport
conditions.
Fixed For the purpose of this guarantee and for the purpose
Allowances: of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
P.A. 1977
<PAGE> 334
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 14
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
2.7.4 OPERATIONAL EMPTY WEIGHT BASIS
The Operational Empty Weight (OEW) derived in Paragraph 2.7.5
is the basis for the mission guarantees of Paragraphs 2.7.1
through 2.7.3.
P.A. 1977
<PAGE> 335
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 15
2.7.5 737-800 WEIGHT SUMMARY - AMERICAN AIRLINES
<TABLE>
<CAPTION>
Pounds
------
<S> <C>
Standard Model Specification MEW 84,850
Configuration Specification D6-38808 Rev. F
dated March 8, 1996
175 (0 FC/175 TC) Passengers
CFM56-7 Engines
156,000 Pounds (70,760 kg.) Maximum Taxi Weight
6,878 U.S. Gallons (26,036 l.) Fuel Capacity
Customer Requested Changes:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
</TABLE>
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
<TABLE>
<CAPTION>
Quantity Pounds Pounds
<S> <C> <C> <C>
*Seat Weight Included: #
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
</TABLE>
- -----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. 1977
<PAGE> 336
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 16
2.7.6 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
<TABLE>
<CAPTION>
Quantity Pounds Pounds Pounds
<S> <C> <C> <C> <C>
Standard Items Allowance 1,633
Unusable Fuel 157
Oil 152
Oxygen Equipment 30
Passenger Portable 3 27
Crew Masks 3
Miscellaneous Equipment 6
Crash Axe 1 2
Flashlights 4 4
Galley Structure & Fixed Inserts 1,288
Operational Items Allowance #
Crew and Crew Baggage 1,050
Flight Crew 2 340
Cabin Crew 4 540
Baggage 6 120
Briefcases 1 50
Catering Allowance (1 Meal) #
First Class # #
Economy Class # #
Passenger Service Equipment 592
Potable Water - 60 Gallons 512
Waste Tank Disinfectant 50
Emergency Equipment 173
Escape Slides 4 173
Total Standard and Operational Items Allowance #
</TABLE>
- -----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. 1977
<PAGE> 337
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 17
2.7.7 AMERICAN AIRLINES LOPA 737-800 LOPS-378-0430
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not to
exceed the value in Section 3-60-00 of Detail Specification
D6-38808-69 plus two percent.
4 LOADABILITY GUARANTEE
4.1 Using the passenger seating and cargo/baggage loading
assumptions defined below, and with operating items of weight
and location specified in the Detail Specification, subject to
limitations on total load set by the maximum design weights in
said Detail Specification, as well as increases in maximum
design weights that may be necessary to permit compliance with
the Flight Performance and Sound Level guarantees of Sections
2 and 5, the airplane center of gravity shall be within
certified limits for takeoff, flight and landing with the
following loads. These loads may be adjusted to account for
the effect on center of gravity of (1) Specification changes,
(2) Changes required to obtain certification, and (3)
Variation in actual weights from the
P.A. 1977
<PAGE> 338
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 18
allowances provided in Appendix IV of the Detail
Specification.
a. Any number of passengers from zero to maximum in the first
class compartment, plus,
b. Any number of passengers from zero to maximum in the coach
compartment, plus,
c. Thirty Five pounds baggage per passenger evenly distributed
about one location for the two passenger seating cases
described below which may be the centroid of either the
forward cargo hold, or the constant section of the aft cargo
hold (but not both) as required to maintain the center of
gravity within the certified limits, plus,
d. Any quantity of cargo up to 10,000 pounds, to be
distributed as required about the centroids of the forward
and/or aft cargo holds, plus,
e. Any quantity of fuel from zero pounds to the maximum tank
capacity, except that for takeoff, fuel quantity of less than
5,000 pounds need not be assumed.
4.2 The following two passenger seating cases shall be covered,
with window seats occupied first, aisle seats second, and
remaining seats last:
a. Passengers in the coach compartment loading from rear to
front, followed by passengers in the first class compartment
loading from rear to front.
b. Passengers in the first class compartment loading from
front to rear, followed by passengers in the coach compartment
loading from front to rear.
4.3 FAR allowances shall be made for adverse passenger and crew
movement in flight and for gear and flap retraction and
extension, as appropriate. Passengers and carry on baggage are
assumed to weigh 185 pounds each. Baggage and cargo stowage
density is assumed throughout to be 10 pounds per cubic foot.
P.A. 1977
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Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 19
4.4 These loading conditions of Paragraphs 4.1, 4.2 and 4.3 will
result in a zero fuel center of gravity position not forward
of 10 percent mean aerodynamic chord, nor aft of 30 percent
mean aerodynamic chord.
4.5 The addition of fuel loads in excess of 10,000 pounds to the
zero fuel weights consistent with the nominal payloads of
Paragraphs 2.7.2 loaded according to the procedures of
Paragraphs 4.1, 4.2, and 4.3, will result in an average
mission center of gravity not forward of 20 percent mean
aerodynamic chord, nor aft of 30 percent mean aerodynamic
chord.
4.6 No limitations on total load, or unusual or restrictive
procedures for, or sequences of, loading of passengers,
baggage, cargo or fuel will be required solely to prevent the
nose wheel vertical reaction diminishing sufficiently for the
airplane to tip up on its tail under normally experienced
static or rolling conditions.
4.7 The loading capabilities given in the preceding paragraphs are
based on an assumed American Airlines Change Request total
weight impact on the Operational Empty Weight of 2,343 pounds
at a balance arm of 507.7 inches and a Standard and
Operational Weight of 7,754 pounds at arm of 756.6 inches.
5 SOUND LEVELS
5.1 COMMUNITY SOUND LEVELS
The Aircraft shall be certified in accordance with Stage 3
requirements of FAR Part 36, essentially equivalent to ICAO
Annex 16, Volume 1, Chapter 3.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
5.3 INTERIOR SOUND LEVELS IN FLIGHT
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Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 20
The sound level at the head position of a seated pilot or
passenger during cruise shall not be more than the following
guarantee value:
<TABLE>
<CAPTION>
Overall Sound Pressure Levels OASPL
-----
<S> <C> <C> <C>
Pilot's Inboard Ear NOMINAL: 79 dB
TOLERANCE: +3 dB
GUARANTEE: 82 dB
Passenger Aisle Seats NOMINAL: 85 dB
Forward of Station 555 TOLERANCE: +3 dB
GUARANTEE: 88 dB
Passenger Aisle Seats NOMINAL 87 dB
At Station 555 and Aft TOLERANCE +3 dB
GUARANTEE 90 dB
Speech Interference Levels SIL
Pilot's Inboard Ear NOMINAL: 66 dB
TOLERANCE: +3 dB
GUARANTEE: 69 dB
Passenger Aisle Seats NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
</TABLE>
5.4 RAMP SOUND LEVELS
The sound level at ramp locations during Aircraft ground
operation shall not be more than the following guarantee
value:
<TABLE>
<CAPTION>
A-weighted Sound Levels dBA
---
<S> <C> <C> <C>
Forward and Aft NOMINAL: 85 dBA
Cargo Doors TOLERANCE: +3 dBA
GUARANTEE: 88 dBA
Passenger Entry Doors NOMINAL: 81 dBA
(left side) TOLERANCE: +3 dBA
GUARANTEE: 84 dBA
Underwing Fueling NOMINAL: 85 dBA
Locations TOLERANCE: +3 dBA
GUARANTEE: 88 dBA
</TABLE>
P.A. 1977
<PAGE> 341
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 21
6 FUEL CAPACITY
The FAA approved usable fuel tank capacity shall not be less
than the following guarantee value:
<TABLE>
<S> <C>
NOMINAL: 6,875 U.S. Gallons
TOLERANCE: -36 U.S. Gallons
GUARANTEE: 6,839 U.S. Gallons
</TABLE>
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8 AIRCRAFT CONFIGURATION
8.1 The guarantees contained in this Attachment are based on the
Aircraft configuration as defined in the original release of
Detail Specification D6-38808-69 (hereinafter referred to as
the Detail Specification). Appropriate adjustment shall be
made for changes in such Detail Specification approved by the
Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause changes to the flight performance, sound
levels, weight and balance, and/or loadability of the
Aircraft. Such adjustment shall be accounted for by Boeing in
its evidence of compliance with the guarantees.
8.2 The guarantee payload of Paragraph 2.6.2, and the specified
payloads of the Paragraph 2.6.1 and 2.6.3 block fuel
guarantees will be adjusted by Boeing for the effect of the
following on OEW and the Manufacturer's Empty Weight guarantee
of Section 3 and the Loadability guarantee of Section 4 will
be adjusted by Boeing for the following in its evidence of
compliance with the guarantees:
(1) Changes to the Detail Specification including Change
Requests, Master Changes, Change Orders, Optional Features or
any other changes mutually agreed upon between the
P.A. 1977
<PAGE> 342
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 22
Customer and Boeing or otherwise allowed by the Purchase
Agreement.
(2) The difference between the component weight allowances
given in Appendix IV of the Detail Specification and the
actual weights.
9 GUARANTEE CONDITIONS
9.1 All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified
variations therefrom; altitudes are pressure altitudes.
9.2 The FAA Regulations (FAR) referred to in this Attachment are,
unless otherwise specified, defined to be the 737-500
Certification Basis regulations specified in the Type
Certificate Data Sheet A16WE, Revision 16, dated February 12,
1990 except where superseded by the NPRM 93-8 proposal, dated
July 8, 1993.
9.3 In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of any
such law, governmental regulation or requirement that affects
the certification basis for the Aircraft as described in
Paragraph 9.2, and as a result thereof, a change is made to
the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in
this Attachment shall be appropriately modified to reflect any
such change.
9.4 The takeoff and landing guarantees, and the takeoff portion of
the mission guarantees are based on hard surface, level and
dry runways with no wind or obstacles, no clearway or stopway,
225 mph H44.5" x 16.5"-21" tires, with anti-skid operative,
and with the Aircraft center of gravity at the most forward
limit unless otherwise specified. The takeoff performance and
the approach and landing climb limited weight are based on no
engine bleed for air conditioning or thermal anti-icing and
the Auxiliary Power Unit (APU) turned off. The improved climb
performance procedure will be used for takeoff as
P.A. 1977
<PAGE> 343
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 23
required. The landing performance is based on the use of
automatic spoilers.
9.5 The speed, altitude capability and horizontal driftdown
distance guarantees, and the climb, cruise and descent
portions of the mission guarantees include allowances for
normal power extraction and engine bleed for normal operation
of the air conditioning system. Normal electrical power
extraction shall be defined as not less than a 50 kilowatts
total electrical load. Normal operation of the air
conditioning system shall be defined as pack switches in the
"Auto" position, the temperature control switches in the
"Auto" position that results in a nominal cabin temperature of
75(degree)F, and all air conditioning systems operating
normally. This operation allows a maximum cabin pressure
differential of 8.35 pounds per square inch at higher
altitudes, with a nominal Aircraft cabin ventilation rate of
3,300 cubic feet per minute including passenger cabin
recirculation (nominal recirculation is 47 percent). The APU
is turned off unless otherwise specified.
9.6 The speed, altitude capability and horizontal driftdown
distance guarantees, and the climb, cruise and descent
portions of the mission guarantees are based on H44.5" x
16.5"-21" tires and an Aircraft center of gravity location, as
determined by Boeing, not to be aft of 28 percent of the mean
aerodynamic chord.
9.7 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel density
of 6.70 pounds per U.S. gallon.
9.8 Sound pressure levels are measured in decibels (dB) referred
to the standard reference pressure of 20 micro Pascals.
Overall sound pressure level (OASPL) is defined to be the
sound pressure level for the frequency range from 45 to 11,200
Hz. Speech interference level (SIL) is defined to be the
arithmetic average of the sound
P.A. 1977
<PAGE> 344
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 24
pressure levels in the three octave bands with center
frequencies at 1,000, 2,000 and 4,000 Hz. A-weighted sound
level (dBA) is as defined in American National Standards
Association S1.4-1983 for the frequency range from 45 to
11,200 Hz.
9.9 The guarantee for interior sound levels in flight pertains to
normal operation of an Aircraft in cruise during straight and
level flight at an altitude of 35,000 ft and 0.78 Mach number.
The Aircraft shall have a complete interior installation
including standard thermal / acoustic insulation, all lining
and partition panels, a full shipset of fabric upholstered
seats and floor covering in the passenger cabin. The interior
configuration is defined in LOPS-378-0430. The procedures used
for the measurement of interior sound levels shall be
equivalent to those in SAE ARP 1323.
9.10 The guarantee for ramp sound levels pertains to a parked
Aircraft during in-service turn around with the APU, all
environmental control system packs, environmental control
system recirculation fans and the electronic equipment cooling
fans operating and with the main propulsion engines not
operating. The guarantees pertain to APU and environmental
control system operation at an outside ambient temperature of
25 degrees C. The procedures used for the measurement of ramp
sound levels shall be equivalent to those in SAE ARP 1307.
9.11 Fuel tank capacity measurements are based on a nominal
Aircraft attitude of 1.14 degrees nose down pitch and zero
degrees roll.
9.12 The Operation at LaGuardia guarantee is based on no
degradation in strength from the current characteristics of
the critical LaGuardia taxiway and runway.
P.A. 1977
<PAGE> 345
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 25
10 GUARANTEE COMPLIANCE
10.1 Compliance with the guarantees of Sections 2, 3, 4, 5, 6, and
7 shall be based on the conditions specified in those
sections, the Aircraft configuration of Section 8 and the
guarantee conditions of Section 9.
10.2 Compliance with the takeoff guarantee, the buffet onset
portion of the altitude capability guarantee, the takeoff
portion of the mission guarantees, the community sound level
guarantees, and fuel capacity guarantee shall be based on the
FAA approved Airplane Flight Manual for the Model 737-800.
10.3 Compliance with the takeoff guarantee and the takeoff portion
of the mission guarantee shall not be contingent upon
acceptance of a Change Request, Master Change, Change Order,
or other changes to allow operation at an alternate forward
center of gravity limit.
10.4 Compliance with the landing guarantee will be demonstrated by
calculation of segment performance based on flight and ground
test data obtained on an airplane configuration similar to
that defined by the Detail Specification.
10.5 Compliance with the speed, altitude capability and horizontal
driftdown distance guarantees, and with the climb, cruise and
descent portions of the mission guarantees shall be
established by calculations based on flight test data obtained
from an aircraft in a configuration similar to that defined by
the Detail Specification.
10.6 Compliance with the crosswind guarantee of Paragraph 2.3 shall
be based on the FAA approved Airplane Flight Manual for the
Model 737-800 and shall be contingent upon the necessary
atmospheric conditions being available during the
certification flight test program, or subsequent crosswind
test program, if required. At initial delivery, the certified
crosswind component shall not be less than 20 knots.
P.A. 1977
<PAGE> 346
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 26
10.7 The OEW used for compliance with the mission guarantees shall
be the actual MEW plus the Standard and Operational Items
Allowance in Paragraph 3-60-00 of the Detail Specification.
10.8 Compliance with the Manufacturer's Empty Weight guarantee and
the Loadabilty guarantee shall be based on information in the
"Weight and Balance Control and Loading Manual - Aircraft
Report."
10.9 The data derived from tests shall be adjusted as required by
conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
10.10 Compliance with the single event noise exposure level
guarantees of Paragraphs 5.2.1, 5.2.2, and 5.2.3 will be by
calculations made by Boeing using standard engineering
practices with noise information measured by Boeing using the
Model 737-700 with CFM56-7B (SAC) engines. The noise
calculation process will be as follows:
10.10.1 Noise (dBA) time histories for a range of brake release gross
weights (BRGW) for the model 737-800 with CFM56-7B26 (SAC)
engines will be calculated by combining full power takeoff and
cutback dBA time histories from noise data measured at the
noise certification test of May 1997. Adjustments will be
appropriate to simulate the takeoff procedure described in
Paragraph 5.2.4. These dBA time histories will then be
integrated as described in CALIFORNIA NOISE STANDARDS
(California Administrative Code, Title 21, Chapter 2.5,
Sub-Chapter 6, effective January 1, 1986, Division of
Aeronautics (Department of Transportation)), except that the
threshold noise level will be 65 dBA as used at SNA for noise
monitors M1 and M2 to calculate SENEL at each BRGW.
P.A. 1977
<PAGE> 347
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 27
10.10.2 Curve fits of SENEL vs. BRGW will then be developed for noise
monitors M1 and M2, using the data derived in Paragraph
10.10.1
10.10.3 The SENEL versus BRGW curve fit of Paragraph 10.10.2 will then
be entered at the noise limits of 92.5, 94.0, and 101.5 dB,
respectively, to determine weights that correspond to the
calculated capability of the Aircraft. These weights will be
compared to the respective guarantee weights of Paragraphs
5.2.1, 5.2.2, and 5.2.3 to determine compliance with those
guarantees.
10.10.4 A document will be prepared by Boeing to show compliance with
the single event noise exposure level guarantees of Paragraph
5.2.
10.10.5 The following compliance condition applies to Paragraphs
5.2.1, 5.2.2, and 5.2.3:
If the guarantee weights are not met, Boeing and the Customer
will work together to improve the weight capability (no
financial penalty will be levied).
10.11 Compliance with the guarantees for interior sound levels in
flight and ramp sound levels shall be demonstrated by reports
based on a sound level survey on the Customer's Aircraft, a
production 737-800 aircraft or on another aircraft
acoustically similar to the Customer's Aircraft, whichever is
available as determined by Boeing. These sound levels shall be
adjusted for sound level increases resulting from Customer
Furnished Equipment, Boeing Purchased Equipment and from
changes to the Detail Specification approved by the Customer
and Boeing or otherwise allowed by the Purchase Agreement.
10.12 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. 1977
<PAGE> 348
Attachment A to Letter Agreement
No. 6-1162-AKP-076
CFM56-7B26 Engines
Page 28
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Aircraft center of gravity control and taxi speed limitations
may be used to meet the above maximum taxi weights. In
addition, these commitments are conditioned on no degradation
in strength from the current characteristics of the critical
LaGuardia taxiway and runway.
10.13 Compliance shall be based on the performance of the airframe
and engines in combination, and shall not be contingent on the
engine meeting its manufacturer's performance specification.
11 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are
those set forth in this Attachment.
P.A. 1977
<PAGE> 349
6-1162-AKP-077
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737-823 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. 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
P.A. No. 1977
<PAGE> 350
American Airlines, Inc.
6-1162-AKP-077 Page 2
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------
Its Attorney-In-Fact
---------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------------
AMERICAN AIRLINES, INC.
By
---------------------------------
Its
---------------------------------
Attachments
P.A. No. 1977
<PAGE> 351
Attachment A to
6-1162-AKP-077
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 352
Attachment B to
6-1162-AKP-077
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 353
6-1162-AKP-078
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing
Company and American Airlines, Inc. relating to Model
737-823 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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
P.A. No. 1977
<PAGE> 354
American Airlines,Inc.
6-1162-AKP-078 Page 2
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------
Its Attorney-In-Fact
---------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------
AMERICAN AIRLINES, INC.
By
-----------------------------
Its
---------------------------
P.A. No. 1977
<PAGE> 355
6-1162-AKP-079
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Escalation Sharing
Reference: Purchase Agreement No. 1977 between The Boeing
Company and American Airlines, Inc. relating to Model
737-823 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. Commitment.
Boeing agrees to share one-half of the Escalation Adjustment to the
Airframe Price and the Optional Features Price of each Aircraft which is
attributable to each of the years 1997 and 1998, as more fully set forth in this
Letter Agreement; provided, however, in no event will Boeing's share of such
Escalation Adjustment exceed three percent (3%) for each such year.
All escalation calculations under this Letter Agreement will be made in
accordance with the Airframe Escalation Adjustment Document, using actual
escalation indices published for the applicable period.
2. Computation of 1997 Escalation Factors.
For purposes of determining the Escalation Sharing Factor ("ESF")
applicable to each Aircraft pursuant to Section 4 of this Letter Agreement, a
1997 Unadjusted Escalation Factor and a 1997 Adjusted Escalation Factor will be
determined in accordance with Sections 2.1 and 2.2 below.
P.A. No. 1977
<PAGE> 356
American Airlines, Inc.
6-1162-AKP-079 Page 2
2.1 1997 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula will be the 1997
Unadjusted Escalation Factor ("UEF(97)"):
UEF(97) = (LM(97)/LM(96)) - 1
where:
LM(97) = the sum of the "L" factor and the "M" factor, in each case
computed in accordance with the Airframe Escalation Adjustment
Document using a notional delivery month of December 1997
LM(96) = 1.0507 (which is the sum of the "L" factor and the "M" factor,
in each case computed in accordance with the Airframe Escalation
Adjustment Document using a notional delivery month of December
1996)
2.2 1997 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth in (a) or (b)
below, as applicable, will be the 1997 Adjusted Escalation Factor ("AEF(97)"):
a) If the UEF(97) factor determined pursuant to Section 2.1 is
greater than six percent (0.06), then the 1997 Adjusted Escalation Factor will
be determined in accordance with the following formula:
AEF(97) = (LM(97)/LM(96)) - .03
b) If the UEF(97) factor determined pursuant to Section 2.1 is less
than or equal to six percent (0.06), then the 1997 Adjusted Escalation Factor
will be determined in accordance with the following formula:
AEF(97) = (((LM(97)/LM(96)) - 1) / 2) + 1
3. Computation of 1998 Escalation Factors.
For purposes of determining the ESF applicable to each Aircraft pursuant
to Article 4 of this Letter Agreement, a 1998 Unadjusted Escalation Factor and a
1998 Adjusted Escalation Factor will be determined in accordance with Sections
3.1 and 3.2 below.
P.A. No. 1977
<PAGE> 357
American Airlines, Inc.
6-1162-AKP-079 Page 3
3.1 1998 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula will be
the 1998 Unadjusted Escalation Factor ("UEF(98)"):
UEF(98) = (LM(n)/LM(97)) - 1
where:
LM(n) = the sum of the "L" factor and the "M" factor, in each
case computed in accordance with the Airframe
Escalation Adjustment Document using (i) in the case
of an Aircraft delivered in 1998, the Scheduled
Delivery Month of the applicable Aircraft, or (ii) in
the case of an Aircraft delivered in any year after
1998, a notional delivery month of December 1998
3.2 1998 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth in (a)
or (b) below, as applicable, will be the 1998 Adjusted Escalation Factor
("AEF(98)"):
a) If the UEF(98) factor determined pursuant to Section 3.1
is greater than six percent (0.06), then the 1998 Adjusted Escalation Factor
will be determined in accordance with the following formula:
AEF(98) = (LM(n)/LM(97)) - .03
b) If the UEF(98) factor determined pursuant to Section 3.1
is less than or equal to six percent (0.06), then the 1998 Adjusted Escalation
Factor will be determined in accordance with the following formula:
AEF(98) = (((LM(n)/LM(97)) - 1) / 2) + 1
4. Credit Memoranda.
4.1 Aircraft Delivered in 1998.
If applicable, Boeing will issue to Customer a credit memorandum
with respect to each Aircraft delivered in 1998. The amount of each credit
memorandum will be determined in accordance with the following formula:
P.A. No. 1977
<PAGE> 358
American Airlines, Inc.
6-1162-AKP-079 Page 4
CM(98) = [P(o) x LM(n)] - [P(o) x ESF]
where:
CM(98) = the dollar amount of the credit memorandum provided, however,
if as a result of the foregoing formula the CM98 factor is a
negative number, then the CM98 factor will be deemed to be zero
for all purposes
P(o) = the Airframe Price and the Optional Features price applicable
to the Aircraft
ESF = (LM(96)) x (AEF(97)) x (AEF(98)) (such factors being
determined pursuant to Sections 2.1, 2.2 and 3.2, respectively)
4.2 Aircraft Delivered in 1999 and thereafter.
Boeing will issue to Customer a credit memorandum with respect to each
Aircraft delivered in 1999 and each subsequent year. The amount of each such
credit memorandum will be determined in accordance with the following formula:
CM(esc) = CM(n) x (LM(x)/LM(98))
where:
CM(esc) = the dollar amount of the credit memorandum
CM(n) = [P(o) x LM(98)] - [P(o) x ESF]
where:
P(o)= the Airframe Price and the Optional Features Price applicable
to the Aircraft
LM(98)= the sum of the "L" factor and the "M" factor, in each case
computed in accordance with the Airframe Escalation
Adjustment Document using a notional delivery month of
December 1998
ESF= (LM(96)) x (AEF(97)) x (AEF(98)) (such factors being
determined pursuant to Sections 2.1, 2.2 and 3.2,
respectively)
P.A. No. 1977
<PAGE> 359
American Airlines, Inc.
6-1162-AKP-079 Page 5
LMx= the sum of the "L" factor and the "M" factor, in each case
computed in accordance with the Airframe Escalation Adjustment
Document using the Scheduled Delivery Month of the applicable
Aircraft
4.3 Application of Credit Memoranda.
Each credit memorandum will be applied in lieu of cash payments
by Customer to pay in part the balance of the Aircraft Price due at the time of
delivery of the Aircraft with respect to which such credit memorandum was
issued.
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 or the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
-------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------------
AMERICAN AIRLINES, INC.
By
-------------------------------
Its
------------------------------
P.A. No. 1977
<PAGE> 360
6-1162-AKP-080
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Installation of Cabin Systems Equipment
Reference: Purchase Agreement No. 1977 between The Boeing
Company and American Airlines, Inc. relating to Model
737-823 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.
Customer desires Boeing to install in the Aircraft the inflight 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's responsibilities:
1.1.1 Provide Customer's IFE/CCS system requirements to Boeing;
1.1.2 Select the IFE/CCS suppliers (Vendors) from among those
suppliers identified in the Change Requests listed in Attachment A to this
Letter Agreement (Customer has selected such Vendors as of the date of this
Letter Agreement);
P.A. No. 1977
<PAGE> 361
American Airlines, Inc.
6-1162-AKP-080 Page 2
1.1.3 Promptly after selecting Vendors, participate with Boeing in
meetings with Vendors to ensure that Vendor's functional system specifications
meet Customer's and Boeing's respective requirements;
1.1.4 Select Vendor part numbers and provide such part numbers to
Boeing by as soon as reasonably possible following Vendor selection (Customer
has selected such part numbers as of the date of this Letter Agreement);
1.1.5 Negotiate and obtain agreements on product assurance,
product support following Aircraft delivery (including spares support), and any
other terms desirable to Customer in its own discretion directly with Vendors;
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 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] 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 (in form and substance
reasonably satisfactory to Boeing) 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 in a timely manner:
1.2.1 Responsibly perform the functions of Project Manager in
accordance with the terms of this Letter Agreement and Attachment B;
1.2.2 Provide Aircraft interface requirements to Vendors as
specified in Boeing Document D6-36440, "Standard Cabin Systems Requirements
Document" (SCSRD) and as specified in Section 3.A of Attachment B;
1.2.3 Assist Vendors in the development of their IFE/CCS system
specifications and approve such specifications;
P.A. No. 1977
<PAGE> 362
American Airlines, Inc.
6-1162-AKP-080 Page 3
1.2.4 Negotiate terms and conditions (except for price, product
assurance, product support following Aircraft delivery and any other terms
desirable to Customer in its own discretion) and enter into contracts with
Vendors and manage such contracts for the IFE/CCS;
1.2.5 Coordinate the resolution of technical issues with Vendors;
1.2.6 Ensure that at time of Aircraft delivery the IFE/CCS
configuration and functionality meets the requirements of the Detail
Specification including all Change Requests contained in Attachment A to this
Letter Agreement as such Attachment A may be amended from time to time;
1.2.7 Prior to or at delivery of the applicable Aircraft, obtain
FAA certification of the Aircraft with the IFE/CCS installed therein, including
the Systems Software identified in Section 2.1 of this Letter Agreement; and
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2. Software.
IFE/CCS systems may contain software of the following two types:
2.1 The software required to operate and certify the IFE/CCS
systems on the Aircraft is the Systems Software and it is considered a part of
the IFE/CCS for purposes of this Letter Agreement.
2.2 The software accessible to the Aircraft passengers and cabin
crews which controls Customer's specified optional features is Customer's
Software and it is not a part of the IFE/CCS for purposes of this Letter
Agreement.
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 Section 1.2 above, nor the Project
Manager's functions described in Attachment B, for Customer's Software.
P.A. No. 1977
<PAGE> 363
American Airlines, Inc.
6-1162-AKP-080 Page 4
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. Notwithstanding the preceding
sentence, Boeing will, however, 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 Vendor have entered into a contract for the purchase
of the IFE/CCS, changes to such contract may only be made by Boeing; provided,
however, that such changes will be made with the prior consent of Customer.
Notwithstanding the foregoing, Customer may request changes at any time. Any
such Customer request for changes to the IFE/CCS specification after the
Boeing/Vendor 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 Vendor to
incorporate such change into the contract for the IFE/CCS. Any Vendor price
increase resulting from such a change will be negotiated between Customer and
Vendor.
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 (or
such longer period of time as may be mutually agreed in writing) 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 Section 5 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 Change Request
contained in Attachment A to this Letter Agreement.
P.A. No. 1977
<PAGE> 364
American Airlines, Inc.
6-1162-AKP-080 Page 5
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3.5 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
4. Exhibits B and C to the AGTA.
IFE/CCS is deemed to be BFE for the purposes of the Product Assurance
Document and the Customer Support Document.
5. Remedies.
5.1 If Customer does not comply with any of its material obligations
set forth herein, Boeing will provide to Customer written notice of such
non-compliance and in the event Customer has not cured such non-compliance by
the date of compliance (which shall be a reasonable period of time in Boeing's
reasonable judgment) provided in such notice, then Boeing may:
5.1.1 to the extent that such delay is attributable to such
non-compliance, take the following steps:
5.1.1.1 delay delivery of the Aircraft pursuant to
the provisions of Article 7, "Excusable Delay", of the AGTA; or
5.1.1.2 deliver the Aircraft without part or all of
the IFE/CCS installed, or with part or all of the IFE/CCS inoperative
(notwithstanding the provisions of Section 3.1 of the AGTA and even though such
IFE/CCS is required in order to obtain certification of such Aircraft in
accordance with such provisions), in either event Boeing shall be relieved of
all obligations to install or certify such IFE/CCS; and
5.1.2 also increase the Aircraft Price by the amount of
Boeing's additional costs to the extent attributable to such noncompliance
(except such cost increase shall not include any such costs Boeing has recovered
from any Vendors involved), provided, however, Boeing will use best reasonable
efforts to mitigate such costs. Notwithstanding the preceding sentence, Boeing
has no obligation to recover costs from Vendors.
P.A. No. 1977
<PAGE> 365
American Airlines, Inc.
6-1162-AKP-080 Page 6
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. Advance Payments.
6.1 An estimated price for the IFE/CCS purchased by Boeing will be
included in the Aircraft Advance Payment Base Price to establish the Advance
Payments for each Aircraft.
6.2 The Aircraft Price will include the actual IFE/CCS prices and any
associated transportation costs charged Boeing by Vendors.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. Customer's Indemnification of Boeing.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 366
American Airlines, Inc.
6-1162-AKP-080 Page 7
9. 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 Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------
Its Attorney-In-Fact
----------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------
AMERICAN AIRLINES, INC.
By
----------------------------
Its
---------------------------
Attachments
P.A. No. 1977
<PAGE> 367
Attachment A to
6-1162-AKP-080 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 368
Attachment B to
6-1162-AKP-080 Page 1
ATTACHMENT B
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 Vendor's program management and
developmental plans;
C. Defining program metrics and status requirements;
D. Scheduling and conducting (including notifying Customer of) (i)
program status reviews and (ii) meetings to discuss any changes,
at intervals mutually agreed to by Boeing and Customer. Customer
will have the right to attend such status meetings between Boeing
and Vendor regarding the Aircraft;
E. Scheduling and conducting design and schedule reviews with
Customer and Vendors;
F. Monitoring compliance with schedules;
G. Evaluating and approving any recovery plans or plan revisions
which may be required of either Vendors 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.
P.A. No. 1977
<PAGE> 369
Attachment B to
6-1162-AKP-080 Page 2
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 Vendors in defining their system
specifications for the IFE/CCS, approve such specifications and
develop an overall system functional specification;
B. Coordinate Boeing, Customer and Vendor teams to ensure sufficient
Vendor and Vendor 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 Vendors 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 Vendors. 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 Vendors 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 Vendors will assist the seat suppliers in the preparation of
seat assembly functional test plans.
P.A. No. 1977
<PAGE> 370
6-1162-AKP-081
American Airlines, Inc.
P.O. Box 619616
Dallas-Ft. Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company
and American Airlines, Inc. relating to Model 737-823
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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
SECTION 7.5. CONFIDENTIAL TREATMENT. Customer and Boeing understand
that the information contained in this Letter Agreement and the information
provided pursuant to this Letter Agreement is considered by Boeing and Customer
as confidential. Customer and Boeing agree that each will treat this Letter
Agreement, the information contained herein, and all information provided
pursuant to this Letter Agreement as confidential and will not, without the
prior written consent of the other, disclose this Letter Agreement, any
information contained herein, or any information provided pursuant to this
Letter Agreement to any other person or entity, except as provided in this
Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
<PAGE> 371
APPENDIX 1 to
6-1162-AKP-081
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 372
APPENDIX 2 to
6-1162-AKP-081
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 373
APPENDIX 3 to
6-1162-AKP-081
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 374
APPENDIX 3-A to
6-1162-AKP-081
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 375
6-1162-AKP-082
American Airlines, Inc.
P. O. Box 619616
Dallas/Ft. Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737 823 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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
Agreement.
P.A. No. 1977
<PAGE> 376
American Airlines, Inc.
6-1162-AKP-082 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------
Its Attorney In Fact
----------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------
AMERICAN AIRLINES, INC.
By
-----------------------------------------
Its
----------------------------------------
P.A. No. 1977
<PAGE> 377
6-1162-AKP-083
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company and
American Airlines, Inc. relating to Model 737-823 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
7. Confidential Treatment.
Customer and Boeing understand that certain commercial and financial
information contained in this Letter Agreement and the information provided
pursuant hereto are considered by Boeing and Customer as confidential. Customer
and Boeing agree that each will treat this Letter Agreement, the information
contained herein and the information provided pursuant hereto as confidential
and will not, without the prior written consent of the other, disclose this
Letter Agreement, any information contained herein and the information provided
pursuant hereto to any other person or entity, except as provided in this Letter
Agreement or in the Purchase Agreement.
P.A. No. 1977
<PAGE> 378
American Airlines, Inc.
6-1162-AKP-083 Page 2
Very truly yours,
THE BOEING COMPANY
By
---------------------------------------
Its Attorney-In-Fact
---------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------------
AMERICAN AIRLINES, INC.
By
---------------------------------------
Its
---------------------------------------
P.A. No. 1977
<PAGE> 379
APPENDIX I to
6-1162-AKP-083
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 380
APPENDIX II to
6-1162-AKP-083
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 381
6-1162-AKP-084
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1977 between The Boeing Company
and American Airlines, Inc. relating to Model 737-823
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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
9. Confidential Treatment.
Customer and Boeing understand that the information contained in
this Letter Agreement and all information provided pursuant to this Letter
Agreement are considered by Boeing and Customer as confidential. Customer and
Boeing agree that each will treat this Letter Agreement, the information
contained herein, and all information provided pursuant to this Letter
Agreement as confidential and will not, without the prior written consent of
the other, disclose this Letter Agreement, any information contained herein, or
any information provided
P.A. No. 1977
<PAGE> 382
American Airlines
6-1162-AKP-084 Page 2
pursuant to this Letter Agreement to any other person or entity, except as
provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
------------------------------------------
Its Attorney-In-Fact
-----------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
---------------------------------
AMERICAN AIRLINES, INC.
By
------------------------------------------
Its
-----------------------------------------
<TABLE>
<S> <C>
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment D: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment D-1: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
</TABLE>
P.A. No. 1977
<PAGE> 383
Attachment A to
6-1162-AKP-084
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 384
Attachment B to
6-1162-AKP-084
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 385
Attachment C to
6-1162-AKP-084
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 386
Attachment D to
6-1162-AKP-084
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 387
Attachment D-1 to
6-1162-AKP-084
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1977
<PAGE> 388
6-1162-AKP-085
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Component Reliability Commitments for the 737
Reference: Purchase Agreement No. 1977 between The Boeing Company
and American Airlines, Inc. relating to Model 737-823
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. Component Reliability Mean Time Between Unscheduled Removal (MTBUR)
and Mean Time Between Failure (MTBF) Program for Specified Components
Manufactured to Boeing's Detailed Design.
1.1 Scope.
1.1.1 Program Term.
The Component Reliability Mean Time Between Unscheduled
Removal (MTBUR) and Mean Time Between Failure (MTBF) Program as set forth
herein (the Program) will be, with respect to each Specified Component (as
hereinafter defined), in effect for a term of five (5) consecutive years after
delivery of the first Model 737-600, 737- 700 or 737-800 aircraft to any
customer in which the first of each such Specified Component is installed (the
Program Term). Except as otherwise provided herein, all provisions of the
Program and Boeing's obligations hereunder will terminate, with respect to each
Specified Component, at the end of the last day of the Program Term applicable
to each such Component.
P.A. No. 1977
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American Airlines, Inc.
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1.1.2 Covered Aircraft.
The Program will apply to any Specified Component
installed in any Aircraft operated by Customer (the Covered Aircraft) during
the Program Term.
1.2. Definitions.
For purposes of the Program, the following definitions will apply:
1.2.1 "BITE" means Built-In-Test Equipment.
1.2.2 "Chargeable Unscheduled Removal" for any
Specified Component means the removal of such Component from a Covered Aircraft
during any Reporting Period or Special Reporting Period for such Component due
to a known or suspected malfunction or defect, including a removal made in
response to BITE. However, the unscheduled removal of a Specified Component
will not constitute a Chargeable Unscheduled Removal in any of the following
events:
(a) The removal of the Specified Component
is caused by any operation, service or maintenance of such Component, the
Covered Aircraft or a system in which such Component is installed which is not
in accordance with Boeing's applicable written instructions, unless Customer
can establish that such operation, service or maintenance is in accordance with
recognized standards for commercial air carriers;
(b) The removal is for maintenance
convenience;
(c) The removal is for purposes of
condition analysis other than any removals that are determined to be otherwise
covered by this Letter Agreement;
(d) The removal is due to a cause which is
incidental to or a consequence of a failure of another part;
(e) Prior to such removal, a remedy for
the cause for such removal has been offered to Customer in writing by Boeing
and Customer has not accomplished such remedy within the time period set forth
in Section 1.6.1 herein; or
(f) The removal is caused by Customer's
failure to repair or replace all faulty component parts of the Specified
Component when performing service or maintenance on such Component.
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1.2.3 "Customer's Fleet" or "Fleet" means all
Covered Aircraft operated by Customer during any Reporting Period or Special
Reporting Period.
1.2.4 "Fleet Achieved MTBF" or "Fleet Achieved
MTBUR" for any Specified Component during any Reporting Period or Special
Reporting Period for such Component is the value obtained by use of the
following formula:
Fleet Achieved MTBF = Fleet Component Hours
or Fleet Verified Failures or
Fleet Achieved MTBUR Fleet Unscheduled
Removals, respectively
1.2.5 "Fleet Component Hours" for any Specified
Component are the total Fleet flying hours (Covered Aircraft takeoff to
touchdown) during any Reporting Period or Special Reporting Period for such
Component multiplied by the number of such Components per Covered Aircraft.
1.2.6 "Fleet Verified Failures" or "Fleet
Unscheduled Removals" for any Specified Component are the total number of
Verified Failures or Chargeable Unscheduled Removals, respectively, of such
Component experienced by a Fleet during any Reporting Period or Special
Reporting Period for such Component.
1.2.7 "MTBF Deficiency" or "MTBUR Deficiency" for
any Specified Component occurs when, for any Reporting Period for such
Component, four (4) or more Verified Failures or four (4) or more Chargeable
Unscheduled Removals are experienced and the Fleet Achieved MTBF or Fleet
Achieved MTBUR for such Reporting Period is less than the "Target Critical
Value" with respect to such Component, as determined by the procedure in
Section 1.7 herein.
1.2.8 "Special MTBF Deficiency" or "Special MTBUR
Deficiency" for any Specified Component occurs when, for any Special Reporting
Period for such Component, three (3) or more Verified Failures or Chargeable
Unscheduled Removals are experienced and Fleet Achieved MTBF or Fleet Achieved
MTBUR for such Component during such Special Reporting Period does not exceed
50% percent of the MTBF or MTBUR Target for such Component.
1.2.9 "MTBUR Target" or "MTBF Target" for any
Specified Component will be the applicable value specified for such Component
in Section 1.9 herein.
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1.2.10 "Reporting Period" for each Specified
Component in a Fleet will be the number of consecutive months, including the
month immediately preceding the month of any report furnished by Customer
hereunder, during which at least four (4) Verified Failures or Chargeable
Unscheduled Removals have occurred. The initial Reporting Period will commence
on the first day of the first full calendar month following the date Customer's
first Covered Aircraft is delivered.
1.2.11 "Special Reporting Period" for each
Specified Component in a Fleet will be the number of consecutive months,
including the month immediately preceding the month of any report furnished by
Customer hereunder, wherein (i) at least three (3) Verified Failures or
Chargeable Unscheduled Removals of such Component occur and (ii) no more than
three (3) Covered Aircraft are operated by Customer during such period.
1.2.12 "Specified Component" or "Component" means
any part identified in Section 1.9 herein or any later configurations thereof
installed on a Covered Aircraft or sold by Boeing to Customer as a spare part
during the Program Term.
1.2.13 "Turnaround-Time" for each Specified
Component during any Reporting Period or Special Reporting Period is the
average time in calendar days consumed in the receiving, inspection, test,
repair, modification, replacement, packaging and shipping preparation necessary
to confirm or restore the serviceability of all such Components experiencing a
Chargeable Unscheduled Removal or Verified Failure which are removed and
processed during such Reporting Period or Special Reporting Period. Specific
Turnaround-Time periods are defined as follows:
(a) For Specified Components processed by
Boeing, the Turnaround-Time will start on the date on which both the Component
and Customer's return order or claim pertaining to such Component have been
received by Boeing and will end on the date the serviceable or replacement
Component is shipped by Boeing to Customer (which shall be fifteen (15)
calendar days), plus a maximum of five (5) days transportation time for return
shipment from Boeing to Customer. Boeing will use the most expeditious method
of transportation, including air shipment, to the maximum extent practicable.
(b) For Specified Components processed by
Customer, the average Turnaround-Time will not exceed a period beginning with
the date of removal of the Specified Component and ending fifteen (15) calendar
days after such date, unless a longer period is (i) justified due to a delay by
Boeing in providing parts required to repair or modify such Specified
Components or (ii) established by agreement between Boeing and Customer.
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1.2.14 "Verified Failure" for any Specified
Component means an unscheduled removal of such Component from a Fleet during
any Reporting Period or Special Reporting Period due to a failure in such
Component where such failure is the primary cause for removal and is
subsequently confirmed by Boeing's approved shop test, investigative processes,
inspection findings or BITE failure confirmation records. However, the
unscheduled removal of a Specified Component due to a failure of such Component
will not constitute a "Verified Failure" in any of the following events:
(a) The failure of such Specified
Component is caused by any operation, service or maintenance of such Component,
the Covered Aircraft or a system in which such Component is installed which is
not in accordance with Boeing's applicable written instructions, unless
Customer can establish that such operation, service, maintenance or overhaul is
in accordance with recognized standards for commercial air carriers;
(b) The failure of the Specified Component
is due to a cause which is incidental to or a consequence of a failure of
another part;
(c) Prior to such failure a remedy for
such failure has been offered to Customer and Customer has not accomplished
such remedy within the time period set forth in Section 1.6.1 herein; or
(d) The failure is caused by Customer's
failure to repair or replace all faulty or discrepant component parts of the
Specified Component when performing service or maintenance on such Component.
1.3 Remedies.
1.3.1 If Customer notifies Boeing within one
hundred twenty (120) days after completion of the most recent Reporting Period
or Special Reporting Period with respect to any Specified Component that an
MTBUR Deficiency or an MTBF Deficiency exists or that a Special MTBUR
Deficiency or Special MTBF Deficiency for such Specified Component for such
Period exists, then Boeing will:
(a) Upon Customer's request, promptly
provide technical assistance and recommendations to Customer of the type and
extent which Boeing determines in its reasonable opinion is appropriate for
correcting such Deficiency;
(b) Promptly investigate the circumstances
and possible causes of any such Deficiency, and, if such investigation
indicates a design review is appropriate, promptly initiate a review of the
design of such Component and, if redesign is practicable, promptly redesign
such Component. If
P.A. No. 1977
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such redesign requires modification of deficient Specified Components, Boeing
will promptly either (i) modify such deficient Components at no charge to
Customer or (ii) provide retrofit kits required to accomplish such modification
at no-charge to Customer and reimburse Customer for the direct labor costs to
incorporate such retrofit kits. Boeing's reimbursement amount will not exceed
Boeing's reasonable estimate of the labor hours required therefor by Customer,
using the warranty labor reimbursement agreement then in effect between Boeing
and Customer; and
(c) Upon Customer's request, promptly
provide to Customer on a no-charge loan basis the quantity of additional spare
Specified Components, or component systems of, determined by the formula set
forth in Section 1.8 herein. Such spare Specified Component(s) will be in a
new or used-serviceable condition.
1.3.2 Upon receipt of each subsequent monthly
report submitted by Customer pursuant to Section 1.5.2 herein, Boeing will
monitor the Fleet Achieved MTBUR and/or Fleet Achieved MTBF with respect to the
deficient Specified Component and, depending on the reliability performance of
such Component, either (i) if a Deficiency continues to exist, and at
Customer's request, promptly furnish any additional spare Component(s)
available to Customer under the terms of the Program or (ii) if a Deficiency no
longer exists and subject to separate agreement between Customer and Boeing,
Boeing will:
(a) sell such loaned spare Component(s) to
Customer as additional follow-on spare parts, and/or
(b) arrange for the incorporation of such
loaned spare Component(s) in one or more of Customer's follow-on Aircraft.
If Customer and Boeing cannot reach agreement on either alternative
1.3.2(a) or 1.3.2(b) above, Customer will be responsible for the return
promptly after notice from Boeing to Customer of such failure to agree to
Boeing of any spare Component(s) loaned hereunder.
1.4 Extended Remedies.
Notwithstanding the expiration of the Program Term for any
Specified Component, if an MTBUR Deficiency, Special MTBUR Deficiency, MTBF
Deficiency or Special MTBF Deficiency exists with regard to such Specified
Component on such expiration date, and Customer notifies Boeing of such
Deficiency within one hundred twenty (120) days after such date, Boeing will
either:
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1.4.1 Extend the Program for such Specified
Component until such Deficiency is corrected, in which case the provisions of
Section 1.3 herein will remain in full force and effect with respect to such
Specified Component, or
1.4.2 Negotiate in good faith with Customer to
reach a mutually agreeable settlement regarding such Deficiency.
1.5 Administrative Requirements.
1.5.1 If no MTBUR Deficiency, Special MTBUR
Deficiency, MTBF Deficiency or Special MTBF Deficiency exists with respect to a
Specified Component for any Reporting Period, or, if applicable, Special
Reporting Period, no reports need be filed. If a Deficiency is being claimed,
the reports identified in Section 1.5.2 below covering the Reporting Period or
Special Reporting Period during which such Deficiency occurred will accompany
such claim.
1.5.2 After such a Deficiency has been claimed or
when any remedies, as set forth in Section 1.3 herein, are being provided to
Customer, Customer will provide monthly reports to Boeing. Such reports will
include the calculation of the Fleet Achieved MTBUR or Fleet Achieved MTBF for
the most recently completed Reporting Period or, if applicable, Special
Reporting Period (which will include the same number of months in the Reporting
Period or Special Reporting Period initially selected by Customer pursuant to
Section 1.2.10 or 1.2.11 herein for the Specified Component involved) and will
be submitted to Boeing within thirty (30) days after the last day of each
successive month.
1.5.3 Upon request, Customer will submit to
Boeing adequate proof that any removal of a Specified Component for a reason
claimed by Customer to constitute a Chargeable Unscheduled Removal or Verified
Failure does in fact constitute such Removal or such Failure. Customer will
afford Boeing a reasonable opportunity to investigate the cause of any claimed
Deficiency and will provide such additional information as is reasonably
necessary to monitor the Program or to investigate any claimed Deficiency.
Customer records supporting such reports and any additional pertinent
information related thereto will be maintained for a minimum of one (1) year
after submittal of the report or related information. All such records and any
other data in Customer's possession reasonably required for the proper
administration of the Program will, upon request, be made available at
Customer's facilities for examination by Boeing.
1.5.4 All reports submitted to Boeing will be
addressed to the attention of Boeing's Product Assurance Contracts Regional
Manager at Renton, Washington.
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1.6 Conditions and Limitations.
1.6.1 If, to improve the Fleet Achieved MTBUR or
Fleet Achieved MTBF for a Specified Component, Boeing provides service
bulletins, service letters or other written instructions (instructions) or
offers no-charge retrofit kits (kits) pertaining to such Component, Customer
will accomplish such instructions or install such kits within a period of three
hundred sixty-five (365) days after availability of such instructions or kits
at Customer's facility or such longer period as may be established by mutual
agreement between Boeing and Customer. In the event that Customer requests in
writing and extension beyond three hundred sixty-five (365) days, Boeing will
not unreasonably withhold its agreement to such an extension. If Customer does
not accomplish the instructions or install the kits within the time periods
indicated, all removals of Specified Components affected by such instructions
or kits which occur after expiration of such time periods and prior to
accomplishment by Customer of such instructions or kits on all affected
Specified Components in Customer's possession will be excluded from the
calculations which determine whether or not remedies are available under the
Program.
1.6.2 The Program is not a warranty or an
agreement to modify any Specified Component to conform to new developments in
the state of design or manufacturing art. Boeing's sole obligations under the
Program and Customer's sole remedy and relief for all matters arising under or
by virtue of the Program will be as set forth herein. This Section 1 and the
rights and remedies of Customer and obligations of Boeing herein are subject to
the disclaimer and release and Exclusion of Consequential and Other Damages
provisions of Part 2 of Exhibit C to the AGTA. Notwithstanding the preceding
sentence, this shall not impede or waive Customer's rights under the Product
Assurance Document.
1.7 Determination of Target Critical Values for MTBUR and
MTBF Targets.
1.7.1 Definitions.
R = number of Fleet Unscheduled Removals (for
MTBUR) or Fleet Verified Failures (for
MTBF) during Reporting Period.
M = applicable MTBUR Target or MTBF Target for
the Specified Component (as set forth in
Section 1.9 herein).
C = Critical Value Multiplier (determined using
the table below) which corresponds to the
value of "R" as defined above.
(Interpolation is to be used for values not
shown in the table below.)
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1.7.2 Target Critical Value Calculation.
The Target Critical Value (used to determine if an
MTBUR Deficiency or an MTBF Deficiency exists) for any Specified Component will
be calculated as follows:
Target Critical Value = CM
1.7.3 Table of Critical Value Multipliers.
<TABLE>
<CAPTION>
R C R C
-- -- -- ---
<S> <C> <C> <C>
4 .436 18 .712
5 .486 19 .719
6 .525 20 .726
7 .556 25 .754
8 .582 30 .776
9 .604 40 .803
10 .622 50 .824
11 .638 75 .855
12 .652 100 .874
13 .665 200 .911
14 .677 300 .926
15 .687 400 .935
16 .697 500 .943
17 .704 1000 or .946
more
</TABLE>
Note: The table values are derived from the chi-square
confidence limits for the exponential distribution.
Each critical value multiplier is the reciprocal of a
90% one-sided upper confidence limit.
1.8 Additional Spare Specified Components Formula.
1.8.1 Definitions.
M = applicable MTBUR or MTBF Target for the
Specified Component
m = Fleet Achieved MTBUR or MTBF
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N = total number of installed Specified
Components, i.e, number of Covered Aircraft
operated during the Reporting Period or, if
applicable, Special Reporting Period times
the number of such Specified Components
installed per Covered Aircraft.
T = Turnaround-Time (in calendar days)
u = Average daily utilization (total actual
Fleet flying hours, takeoff to touchdown,
divided by total number of Fleet in-service
calendar days) during the latest Reporting
Period or, if applicable, Special Reporting
Period
The quantity of spare Specified Components (Q) to be offered pursuant to
Section 1.3.1(c) is:
Q = (T)(u)(N)(M-m)
-----
(Mm)
1.8.2 If Q is less than 1, then Customer will be
entitled to one (1) spare Specified Component. Any value of Q greater than 1
will be rounded to the nearest whole number.
1.9 Specified Components.
<TABLE>
<CAPTION>
Qty.
Part Part Per MTBUR MTBF
Number Name A/C Target Target
- ------ ---- --- ------ ------
<S> <C> <C> <C> <C>
285A1010 Stall Management Computer/ 2 15,000 30,000
Yaw Damper (SMYD)
285A1200 Flap/Slat Electronics Unit (FSEU) 1 15,000 20,000
285A1300 Engine Accessory Unit (EAU) 1 15,000 30,000
285A1600 Proximity Switch Electronics Unit 1 15,000 20,000
(PSEU)
</TABLE>
Note: The above listing may be subject to change based on the ongoing
design of the Aircraft systems in which the Specified Components
will be incorporated. Should change occur, a final listing will be
furnished Customer prior to delivery of the first Aircraft.
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2. Supplier Component Reliability Commitments.
2.1 Supplier MTBUR/MTBF Commitments.
Boeing has obtained component reliability commitments and, for
fault tolerant systems, system reliability commitments, enforceable by
Customer, from suppliers of certain systems, accessories, equipment and parts
as listed on Attachment A hereto which are selected and purchased by Boeing but
which are not manufactured to Boeing's detailed design and which will be
installed in the Aircraft at time of delivery (Supplier Commitments). These
commitments are based on the supplier's contractual targets for Mean Time
Between Unscheduled Removals (MTBUR) and Mean Time Between Failures (MTBF).
Boeing will furnish copies of such supplier MTBUR/MTBF commitment to Customer,
in Boeing Document No. D6-56115, "Supplier Product Support and Product
Assurance Document - All Boeing Model Airplanes," prior to delivery of the
first Aircraft.
2.2 Boeing Support of Supplier MTBUR/MTBF Commitment.
Customer will be responsible for submitting any reliability reports
directly to suppliers, however if any supplier defaults in the performance of
any material obligation with respect to the Supplier Commitments obtained by
Boeing pursuant to Section 2.1 above, then the terms and conditions set forth
in Section 1 of this Letter Agreement will apply with respect to the supplier
component involved, as if such component was a "Specified Component" (as
defined in Section 1.2.12 of such Section 1) provided by Boeing, except that:
2.2.1 Customer will, within three (3) months
after the occurrence of such default, submit to Boeing's Product Assurance
Contracts Regional Manager at Renton, Washington, reasonable proof that such
default has occurred.
2.2.2 The MTBUR and MTBF target values used will
be the target values specified in the Supplier Commitments obtained by Boeing
as described in Section 2.1 above.
2.2.3 Boeing will have the right to assign any or
all of its applicable obligations and liabilities with respect to Section 2.1
to any supplier that Boeing may select, provided that Boeing will remain
obligated, pursuant to this Section 2, to such applicable Section 1 provisions
in the event of any further default by any such supplier.
At Boeing's request, Customer will assign to Boeing, and Boeing will be
subrogated to, any of Customer's rights against such supplier as Boeing may
reasonably require to permit Boeing to seek remedies from such supplier
comparable to those provided by Boeing to Customer pursuant to such Section 1.
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3. 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
Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1977
<PAGE> 400
Attachment A to 6-1162-AKP-085
Page 1
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nomenclature QPA Supplier Boeing P/N Supplier P/N MTBF Target MTBUR Target
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Air Cycle Machine 2 Allied AES S210A001-1 2206400-1 25000 22500
*Power Distribution Panel P91 1 Allied Canada S281A601-1XXX 1151932-1 SER 1 60000 60000
*Power Distribution Panel P92 1 Allied Canada S281A601-2XXX 1151934-1 SER 1 60000 60000
Standby Power Control Unit 1 Allied Canada S281A601-3000 1151952-1 SER 1 17000 15000
(currently being re-evaluated)
290 Amp Latching Held Contactor 5 Allied Canada S281A601-10 1151968-1 SER 1 75000 15000
290 Amp Electrically Held Contactor 1 Allied Canada S281A601-11 1151970-1 SER 1 75000 15000
Differential Protection Current
Transformer 5 Allied Canada S281A601-12 1152018-1 SER 1 100000 75000
**Basic APU Core 1 Allied Engines S351A401-201 3500702 10000 8500
**Electronic Control Unit 1 Allied Engines S351A401-221 2118966-221 18000 15000
**Fuel Control Unit 1 Allied Engines S351A401-201 411921-4 18000 15000
**Fuel Flow Divider 1 Allied Engines S351A401-201 3883830-1 78900 44400
**Ignition Unit 1 Allied Engines S351A401-201 3888058-5 41600 31600
**Ignition Lead 1 Allied Engines S351A401-201 3876132-12 250000 100000
**Ignition Plug 1 Allied Engines S351A401-201 305766-1 180000 15700
**Lube Module 1 Allied Engines S351A401-201 4131020-3 22000 10800
**Low Oil Pressure Switch 1 Allied Engines S351A401-201 3876225-1 70000 35000
**Temperature Control Valve 1 Allied Engines S351A401-201 160550-1 100000 80000
**Total Pressure (P1) Sensor 1 Allied Engines S351A401-201 3876226-1 45000 20600
**Delta Pressure Sensor 1 Allied Engines S351A401-201 3876227-2 40000 21220
**Inlet Pressure (P2) Sensor 1 Allied Engines S351A401-201 3876225-2 45000 20220
**Surge Control Valve 1 Allied Engines S351A401-201 3291238-2 24000 15000
**Speed Sensor 1 Allied Engines S351A401-201 3876223-1 300000 112000
**EGT Thermocouples (2 Rakes) 1 Allied Engines S351A401-201 3876271-1 200000 100000
**Data Memory Module (DMM) 1 Allied Engines S351A401-201 3876287-1 120000 96000
**Inlet Guide Vane Actuator 1 Allied Engines S351A401-201 3886188-2 37400 29300
**Low Oil Quantity Switch 1 Allied Engines S351A401-201 3876298-3 50000 40000
**Oil Cooler 1 Allied Engines S351A401-201 160564-1 210000 189000
**APU Wiring Harness 1 Allied Engines S351A401-201 3888407-2 280000 154000
**Starter/Generator 1 Allied Engines S351A401-201 28B545-7 16000 14000
**Start Converter Unit 1 Allied Engines S351A401-241 1151858-241 10000 7000
**Start Power Unit 1 Allied Engines S351A401-261 1151984-261 16700 15000
**Bleed Control Valve 1 Allied Engines S351A401-201 3291214-2 24000 15000
Refuel Panel Indicator 3 BFGoodrich S345A001-001 10037-0750 96000 60000
Refuel Panel Indicator 3 BFGoodrich S345A001-005 10037-0770 96000 60000
Processor 1 BFGoodrich S345A001-010 30128-01 30000 17000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* = Reliability targets include only the chassis, rigid bus, wiring, connectors
and terminals
** = MTBF and MTBUR are calculated in APU operating hours
*** = Initial MTBF is 9000 and initial MTBUR is 2250 (initial target is from
delivery of each airlines 1st airplane to 24 months)
<PAGE> 401
Attachment A to 6-1162-AKP-085
Page 2
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nomenclature QPA Supplier Boeing P/N Supplier P/N MTBF Target MTBUR Target
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Compensator 3 BFGoodrich S345A001-020 20202-01 6700000 600000
Tank Unit LT/RT#2 2 BFGoodrich S345A001-114 20200-0210 8500000 1200000
Tank Unit CTR #1, #8 2 BFGoodrich S345A001-205 20200-0213 8500000 1200000
Tank Unit CTR #2, #7 2 BFGoodrich S345A001-206 20200-0214 8500000 1200000
Tank Unit CTR #3, #6 2 BFGoodrich S345A001-207 20200-0216 8500000 1200000
Tank Unit CTR #4, #5 2 BFGoodrich S345A001-204 20200-0115 8500000 1200000
Tank Unit LT/RT #1 2 BFGoodrich S345A001-113 20200-0212 8500000 1200000
Tank Unit LT/RT #3 2 BFGoodrich S345A001-115 20200-0211 8500000 1200000
Tank Unit LT/RT #4 2 BFGoodrich S345A001-116 20200-0209 8500000 1200000
Tank Unit LT/RT #5 2 BFGoodrich S345A001-117 20200-0207 8500000 1200000
Tank Unit LT/RT #6 2 BFGoodrich S345A001-118 20200-0208 8500000 1200000
Tank Unit LT/RT #7 2 BFGoodrich S345A001-119 20200-0206 8500000 1200000
Tank Unit LT/RT #8 2 BFGoodrich S345A001-120 20200-0205 8500000 1200000
Tank Unit LT/RT #11, #12 4 BFGoodrich S345A001-121 20200-0202 8500000 1200000
Tank Unit LT/RT #9 2 BFGoodrich S345A001-109 20200-0104 8500000 1200000
Tank Unit LT/RT #10 2 BFGoodrich S345A001-110 20200-0103 8500000 1200000
Stall Management Computer/Yaw Damper 2 Boeing 285A1010 30000 15000
Flap/Slat Electronics Unit 1 Boeing 285A1200 20000 15000
Engine Accessory Unit 1 Boeing 285A1300 30000 15000
Proximity Switch Electronics Unit 1 Boeing 285A1600 20000 15000
Airborne Vibration Monitor 1 Endevco S360N021-203 6672M203 30000 30000
Airborne Vibration Monitor 1 Endevco S360N021-213 6672M213 30000 30000
Anti-Collision Light Power Supply 4 Grimes S283A305-101 60-4983-3 60,000 15000
Aft Position Navigation Light 2 Grimes S283A313-103 30-2481-3 60,000 15000
Navigation Light Assembly 1 Grimes S283A313-1 30-2392-3 60,000 15000
Navigation Light Assembly 1 Grimes S283A313-2 30-2392-4 60,000 15000
Anti-Collision Light Assembly 2 Grimes 31-8138-1 60,000 15000
Integrated Wingtip Lens Assembly 1 Grimes 31-8142-1 60,000 15000
Integrated Wingtip Lens Assembly 1 Grimes 31-8142-2 60,000 15000
Upper Strobe Light 1 Grimes S283A305-1 30-2505-3 35,000 15000
Lower Strobe Light 1 Grimes S283A305-2 30-2506-3 35,000 15000
Strobe Light Lens Assembly 2 Grimes 31-8243-1 35,000 15000
Strobe Light Reflector Assembly 2 Grimes 31-8235-3 35,000 15000
Retractable Landing Light 1 Grimes S283A321-1 45-0351-1 35,000 15000
Retractable Landing Light 1 Grimes S283A321-2 45-0351-2 35,000 15000
Cable 1 Grimes S283A305-201 60-4984-1 60000 15000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* = Reliability targets include only the chassis, rigid bus, wiring, connectors
and terminals
** = MTBF and MTBUR are calculated in APU operating hours
*** = Initial MTBF is 9000 and initial MTBUR is 2250 (initial target is from
delivery of each airlines 1st airplane to 24 months)
<PAGE> 402
Attachment A to 6-1162-AKP-085
Page 3
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Nomenclature QPA Supplier Boeing P/N Supplier P/N MTBF Target MTBUR Target
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cable 1 Grimes S283A305-202 60-4984-3 60000 15000
Cable 1 Grimes S283A305-203 60-4984-5 60000 15000
Cable 1 Grimes S283A305-201 60-4984-11 60000 15000
Cable 1 Grimes S283A305-202 60-4984-13 60000 15000
Air Data Inertial
Reference Unit (ADIRU) 2 Honeywell S242A101-001 HG2050AC01 17000 15000
ISDU 1 Honeywell 10-62042-103 CG1135AC03 12000 10000
FCC 2 Honeywell 10-62038-5 4051600-915 15000
Window Heat Control Unit 4 Koito 10-61833-4 83000-05603 33884 23000
Main Rudder Power Control Unit 1 Parker Hannifin S251A301-1 381500-1001 32118 27674
Standby Rudder Power Control Unit 1 Parker Hannifin S251A302-1 381200-1001 171900 92447
Wiper Motor 1 Rosemount 10-61329-31 2313M-347-1 38000 38000
Wiper Motor Converter 1 Rosemount 10-61329-32 2313M-348-1 38000 38000
Logic Control Module 1 Rosemount S417T108-15 1742F7 60000 60000
ADM Sextant S242W600-100 C17001AA01 100000
Autothrottle Computer 1 Smiths Industries 10-62017-51 760SUE1-1 ***18000 ***4500
Autothrottle Servo Motor 2 Smiths Industries S254A114-1 305RAA1 69000 n/a
Bus Power Control Unit 1 Sundstrand S281A001-301 762187 25000 9000
Generator Control Unit 3 Sundstrand S281A001-201 762185 25000 9000
Integrated Drive Generator 2 Sundstrand S281A001-101 761574 18000 10800
Horizontal Stabilizer
Ballscrew Assy 1 Umbra Cuscinetti 10-62210-2 07322P000-1 2500000 n/a
Trailing Edge Flap Ball Screws 2 Umbra Cuscinetti S256A401-1 B21733 100000 n/a
Trailing Edge Flap Drive Screws 2 Umbra Cuscinetti S256A401-2 B21734 100000 n/a
Trailing Edge Flap Drive
Ball Screws 4 Umbra Cuscinetti S256A401-3 B21735 100000 n/a
Airborne Vibration Monitor 1 Vibrometer S360N021-103 241-258-002 30000 30000
Airborne Vibration Monitor 1 Vibrometer S360N021-113 241-258-031-1 30000 30000
Stabilizer Trim Motor 1 Vickers 10-62233-4 6355 35000 33250
Stabilizer Trim Motor 1 Vickers 10-62233-5 B0001-01 35000 33250
APU Upper Detector 1 Whittaker Safety Systems S332T100-27 902013 160000 40000
APU Lower Detector 1 Whittaker Safety Systems S332T100-28 902014 160000 40000
Engine Upper Detector 2 Whittaker Safety Systems S332T100-29 902015-01 60000 15000
Engine Lower Detector 2 Whittaker Safety Systems S332T100-30 902016-01 60000 15000
Engine After Core Detector 2 Whittaker Safety Systems S332T100-31 902017-01 60000 15000
Engine Right Side Detector 2 Whittaker Safety Systems S332T100-38 902018-01 60000 15000
APU Exhaust Detector 1 Whittaker Safety Systems S332T100-42 902020 160000 40000
Engine After Core Detector 2 Whittaker Safety Systems S332T100-43 902862 60000 15000
Engine Lower Detector 2 Whittaker Safety Systems S332T100-44 902864 60000 15000
Module 1 Whittaker Safety Systems S332A250-1 901950-01 15000 15000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* = Reliability targets include only the chassis, rigid bus, wiring, connectors
and terminals
** = MTBF and MTBUR are calculated in APU operating hours
*** = Initial MTBF is 9000 and initial MTBUR is 2250 (initial target is from
delivery of each airlines 1st airplane to 24 months)
<PAGE> 403
6-1162-AKP-088
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
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
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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3. 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 the Purchase Agreement.
P.A. No. 1978
<PAGE> 404
American Airlines, Inc.
6-1162-AKP-088 Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------------------
Its Attorney-In-Fact
------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------------
AMERICAN AIRLINES, INC.
By
------------------------------------------
Its
------------------------------------------
P.A. No. 1978
<PAGE> 405
6-1162-AKP-089
American Airlines, Inc.
P.O. Box 619616
Dallas/Ft. Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
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").
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
11. 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.
P.A. No.1978
<PAGE> 406
American Airlines, Inc.
6-1162-AKP-089 Page 2
Very truly yours,
THE BOEING COMPANY
By
--------------------------------------
Its Attorney-In-Fact
-------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------------
AMERICAN AIRLINES, INC.
By
--------------------------------------
Its
-------------------------------------
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment D: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment E: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No.1978
<PAGE> 407
ATTACHMENT A-1 TO
LETTER AGREEMENT 6-1162-AKP-089
757-223
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 408
ATTACHMENT A-2 TO
LETTER AGREEMENT 6-1162-AKP-089
757-323
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 409
ATTACHMENT B TO
LETTER AGREEMENT 6-1162-AKP-089 (MODEL 757)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 410
ATTACHMENT C TO
LETTER AGREEMENT 6-1162-AKP-089 (MODEL 757)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 411
Attachment D to
6-1162-AKP-089
Page 1 of 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
<PAGE> 412
Attachment E to
6-1162-AKP-089
Page 1
[CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
<PAGE> 413
6-1162-AKP-090
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Aircraft Performance Guarantees
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
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. Aircraft Performance Guarantees.
The only Performance Guarantees applicable to the Aircraft are
those set forth in Attachment A hereto. Such Performance Guarantees are
exclusive and will expire upon delivery of the Aircraft to Customer.
2. 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
P.A. 1978
<PAGE> 414
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 Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------
Its Attorney-In-Fact
----------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------
AMERICAN AIRLINES, INC.
By
-----------------------------
Its
----------------------------
Attachment
P.A. 1978
<PAGE> 415
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 1
MODEL 757-223 PERFORMANCE GUARANTEES
<TABLE>
<CAPTION>
SECTION CONTENTS
<S> <C>
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MAXIMUM STRUCTURAL PAYLOAD
4 SOUND LEVELS
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEES
</TABLE>
P.A. No. 1978
<PAGE> 416
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 757- 223 Aircraft with a
maximum takeoff weight of at least 250,000 pounds, a maximum
landing weight of 198,000 pounds, a maximum zero fuel weight
of 184,000 pounds and a fuel capacity of 11,276 U.S. gallons,
and equipped with Boeing furnished RB211-535E4-B engines.
2 FLIGHT PERFORMANCE
2.1 MISSION
2.1.1 MISSION PAYLOAD
The payload for a stage length of 3,040 nautical miles in
still air (equivalent to a distance of 2,523 nautical miles
with a 78 knot headwind, representative of a Miami to Seattle
route) using the conditions and operating rules defined below,
shall not be less than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Conditions and operating rules:
Stage The stage length is defined as the sum of the
Length: distances for the climbout maneuver, climb,
cruise, and descent.
Takeoff: The airport altitude is 11 feet.
The airport temperature is 73 degrees F.
The runway length is 10,502 feet.
P.A. No. 1978
<PAGE> 417
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 3
An Aircraft center of gravity location at the
most forward center of gravity limit.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA
Regulations.
Climbout Following the takeoff to 35 feet, the Aircraft
Maneuver: accelerates to 250 KCAS while climbing to 1,500
feet above the departure airport altitude and
retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude
at 250 KCAS.
The Aircraft then accelerates at a rate of climb
of 500 feet per minute to a climb speed of 290
KCAS.
The climb continues at 290 KCAS until 0.80 Mach
number is reached.
The climb continues at 0.80 Mach number to the
initial cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.80 Mach number.
The initial cruise altitude is 31,000 feet.
P.A. No. 1978
<PAGE> 418
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 4
A step climb or multiple step climbs of 4,000
feet altitude may be used when beneficial to
minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise
thrust except during a step climb when maximum
climb thrust may be used.
Descent: The Aircraft descends from the final cruise
altitude at 250 KCAS to an altitude of 1,500 feet
above the destination airport altitude.
Throughout the descent, the cabin pressure will be
controlled to a maximum rate of descent equivalent
to 300 feet per minute at sea level.
The temperature is standard day during descent.
Approach The Aircraft decelerates to the final approach
and speed while extending landing gear and flaps, then
Landing descends and lands.
Maneuver:
The destination airport altitude is 429 feet.
Fixed For the purpose of this guarantee and for the
Allowances: purpose of establishing compliance with this
guarantee, the following shall be used as fixed
quantities and allowances:
Taxi-out:
Fuel 585 Pounds
Time 0.250 Hours
P.A. No. 1978
<PAGE> 419
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 5
Takeoff and Climbout Maneuver:
Fuel 885 Pounds
Distance 4.5 Nautical Miles
Approach and Landing Maneuver:
Fuel 370 Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel 310 Pounds
Time 0.133 Hours
Usable reserve fuel remaining upon completion of
the approach and landing maneuver: [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.] Pounds
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.1.2 MISSION BLOCK FUEL
The block fuel for a stage length of 3,040 nautical miles in
still air (equivalent to a distance of 2,523 nautical miles
with a 78 knot headwind, representative of a Miami to Seattle
route) with a [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] pound payload using
the conditions and operating rules defined below, shall not be
more than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. No. 1978
<PAGE> 420
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 6
Conditions and operating rules are the same as Paragraph 2.1.1
except as follows:
Block Fuel: The block fuel is defined as the sum of the fuel
used for taxi-out, takeoff and climbout maneuver,
climb, cruise, descent, approach and landing
maneuver, and taxi-in.
Fixed
Allowances: For the purpose of this guarantee and for the
purpose of establishing compliance with this
guarantee, the following shall be used as fixed
quantities and allowances:
Operational Empty Weight, OEW
(Paragraph 2.12.4): [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
Taxi-out:
Fuel 585 Pounds
Time 0.250 Hours
Takeoff and Climbout Maneuver:
Fuel 875 Pounds
Distance 4.5 Nautical Miles
Approach and Landing Maneuver:
Fuel 370 Pounds
Taxi-in (shall be consumed from the
reserve fuel):
Fuel 310 Pounds
Time 0.133 Hours
Usable reserve fuel remaining upon completion of
the approach and landing maneuver: [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.] Pounds
P.A. No. 1978
<PAGE> 421
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 7
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.1.3 OPERATIONAL EMPTY WEIGH BASIS
The Operational Empty Weight (OEW) derived in Paragraph 2.1.4
is the basis for the mission guarantees of Paragraphs 2.1.1
and 2.1.2.
P.A. No. 1978
<PAGE> 422
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 8
2.1.4 757-223 WEIGHT SUMMARY - AMERICAN AIRLINES
<TABLE>
<CAPTION>
Pounds
------
<S> <C>
Standard Model Specification MEW 118,394
Detail Specification D6-44010
dated 6-19-87
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
</TABLE>
<TABLE>
<CAPTION>
Quantity Pounds Pounds
<S> <C> <C> <C> <C>
* Seat Weight Included: #
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
</TABLE>
- ---------------------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
<PAGE> 423
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 9
2.1.5 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
<TABLE>
<CAPTION>
Quantity Pounds Pounds Pounds
<S> <C> <C> <C> <C>
Standard Items Allowance 3,297
Unusable Fuel 261
Oil 195
Oxygen Equipment 63
Miscellaneous Equipment 178
Medical Kit 1
First Aid Kit 4
Smoke Hoods 5
Megaphones 2
Flashlights 8
Life Vest (Crew) 10
Crash Axe 1
Smoke Goggles 4
Survival Packs 6
Emergency Transmitters 2
Galley Structure & Fixed Inserts 2,600
Operational Items Allowance #
Crew and Crew Baggage 1,360
Flight Crew 2 340
Cabin Crew 6 810
Baggage 8 160
Briefcases 2 50
Removable Service Equipment #
Passenger Service Equipment #
Carts #
Food and Beverage 2,400
Potable Water - 60 Gallons 531
Waste Tank Disinfectant 100
Emergency Equipment 1,339
Escape Slides 2 212
Slide Rafts 6 636
Life Rafts 2 200
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.] # #
Total Standard and Operational Items Allowance #
</TABLE>
- -----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
<PAGE> 424
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 10
3 MAXIMUM STRUCTURAL PAYLOAD
The maximum structural payload, as represented by the maximum
design zero fuel weight minus the OEW (based on the American
Airlines weight allowances derived in Paragraph 2.1.4) shall
not be less than the following guarantee value:
NOMINAL: 50,720 Pounds
TOLERANCE: -1,225 Pounds
GUARANTEE: 49,495 Pounds
4 SOUND LEVELS
4.1 COMMUNITY SOUND LEVELS
The Aircraft shall be certified in accordance with Stage 3
requirements of FAR Part 36, essentially equivalent to ICAO
Annex 16, Volume 1, Chapter 3.
4.2 INTERIOR SOUND LEVELS IN FLIGHT
The sound level at the head position of a seated pilot or
passenger during cruise shall not be more than the following
guarantee value:
<TABLE>
<CAPTION>
Overall Sound Pressure Levels OASPL
-----
<S> <C> <C> <C>
Pilot's Inboard Ear NOMINAL: 80 dB
TOLERANCE: +3 dB
GUARANTEE: 83 dB
Passenger Aisle Seats NOMINAL: 83 dB
Forward of Station 645 TOLERANCE: +3 dB
GUARANTEE: 86 dB
Passenger Aisle Seats NOMINAL: 87 dB
At Station 683 and Aft TOLERANCE: +3 dB
GUARANTEE: 90 dB
</TABLE>
P.A. No. 1978
<PAGE> 425
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 11
<TABLE>
<CAPTION>
Speech Interference Levels SIL
---
<S> <C> <C> <C>
Pilot's Inboard Ear NOMINAL: 66 dB
TOLERANCE: +3 dB
GUARANTEE: 69 dB
Passenger Aisle Seats NOMINAL: 68 dB
Forward of Station 645 TOLERANCE: +3 dB
GUARANTEE: 71 dB
Passenger Aisle Seats NOMINAL: 63 dB
At Station 683 and Aft TOLERANCE: +3 dB
GUARANTEE: 66 dB
</TABLE>
4.3 RAMP SOUND LEVELS
The sound level at ramp locations during Aircraft ground
operation shall not be more than the following guarantee
value:
<TABLE>
<CAPTION>
A-weighted Sound Levels dBA
---
<S> <C> <C> <C>
Forward and Aft NOMINAL: 82 dBA
Cargo Doors TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
Passenger Entry Doors NOMINAL: 82 dBA
(left side) TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
Underwing Fueling NOMINAL: 82 dBA
Locations TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
</TABLE>
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based on the
Aircraft configuration as defined in Revision S of Detail
Specification D6-44010-75 (hereinafter referred to as the
Detail Specification). Appropriate adjustment shall be made
for changes in such Detail Specification approved by the
Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause
P.A. No. 1978
<PAGE> 426
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 12
changes to the flight performance, sound levels, and/or weight
and balance of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the
guarantees.
5.2 The guarantee payload of Paragraph 2.1.1 and the Maximum
Structural Payload guarantee of Section 3 will be adjusted by
Boeing for the effect of the following on OEW in its evidence
of compliance with the guarantees:
(1) Changes to the Detail Specification including Change
Requests, Master Changes, Change Orders or any other changes
mutually agreed upon between the Customer and Boeing or
otherwise allowed by the Purchase Agreement.
(2) The difference between the component weight allowances
given in Appendix IV of the Detail Specification and the
actual weights.
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified
variations therefrom; altitudes are pressure altitudes.
6.2 The FAA Regulations (FAR) referred to in this Attachment are,
unless otherwise specified, the 757-200 Certification Basis
regulations specified in the Type Certificate Data Sheet A2NM,
Revision 3, dated December 30, 1986.
6.3 In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of any
such law, governmental regulation or requirement that affects
the certification basis for the Aircraft as described in
Paragraph 6.2, and as a result thereof, a change is made to
the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in
this Attachment shall be appropriately modified to reflect any
such change.
P.A. No. 1978
<PAGE> 427
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 13
6.4 The takeoff portion of the mission guarantees are based on
hard surface, level and dry runways with no wind or obstacles,
no clearway or stopway, 210 mph tires, with anti-skid
operative, and with the Aircraft center of gravity at the most
forward limit unless otherwise specified. The takeoff
performance is based on no engine bleed for air conditioning
or thermal anti-icing and the Auxiliary Power Unit (APU)
turned off. Unbalanced field length calculations and the
improved climb performance procedure will be used for takeoff
as required.
6.5 The climb, cruise and descent portions of the mission
guarantees include allowances for normal power extraction and
engine bleed for normal operation of the air conditioning
system. Normal electrical power extraction shall be defined
as not less than a 110 kilowatts total electrical load.
Normal operation of the air conditioning system shall be
defined as pack switches in the "Auto" position, the
temperature control switches in the "Auto" position that
results in a nominal cabin temperature of 75degreesF, and all
air conditioning systems operating normally. This operation
allows a maximum cabin pressure differential of 8.6 pounds per
square inch at higher altitudes, with a nominal Aircraft cabin
ventilation rate of 3,680 cubic feet per minute including
passenger cabin recirculation (nominal recirculation is 55
percent). The APU is turned off unless otherwise specified.
6.6 The climb, cruise and descent portions of the mission
guarantees are based on an Aircraft center of gravity location
of 26 percent of the mean aerodynamic chord.
6.7 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel density
of 6.70 pounds per U.S. gallon.
P.A. No. 1978
<PAGE> 428
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 14
6.8 Sound pressure levels are measured in decibels (dB) referred
to the standard reference pressure of 20 micro Pascals.
Overall sound pressure level (OASPL) is defined to be the
sound pressure level for the frequency range from 45 to 11,200
Hz. Speech interference level (SIL) is defined to be the
arithmetic average of sound pressure levels in the three
octave bands with center frequencies at 1,000, 2,000 and 4,000
Hz. A-weighted sound level (dBA) is as defined in American
National Standards Association S1.4-1983 for the frequency
range from 45 to 11,200 Hz.
6.9 The guarantee for interior sound levels in flight pertains to
normal operation of an Aircraft in cruise during straight and
level flight at an altitude of 35,000 feet and 0.80 Mach
number. The Aircraft shall have a complete interior
installation including standard thermal/ acoustic insulation,
all lining and partition panels, a full shipset of fabric
upholstered seats and floor covering in the passenger cabin.
The interior configuration is defined in LOPS-5720-2810. The
procedures used for the measurement of interior sound levels
shall be equivalent to those in SAE ARP 1323.
6.10 The guarantee for ramp sound levels pertains to a parked
Aircraft during in-service turn around with the APU, all
environmental control system packs, environmental control
system recirculation fans, electronic equipment cooling fans
and vent fans operating and with the main propulsion engines
not operating. The guarantees pertain to APU and environmental
control system pack operation at an outside ambient
temperature of 25degreesC (77 degrees F). The procedures used
for the measurement of ramp sound levels shall be equivalent
to those in SAE ARP 1307.
P.A. No. 1978
<PAGE> 429
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 15
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3, and 4 shall
be based on the conditions specified in those sections, the
Aircraft configuration of Section 5 and the guarantee
conditions of Section 6.
7.2 Compliance with the takeoff portion of the mission guarantees
and the community sound level guarantees shall be based on the
FAA approved Airplane Flight Manual for the Model 757-200.
7.3 Compliance with the climb, cruise and descent portions of the
mission guarantees shall be established by calculations based
on flight test data obtained from an aircraft in a
configuration similar to that defined by the Detail
Specification.
7.4 The OEW used for compliance with the mission guarantee and the
maximum structural payload guarantee shall be the actual MEW
plus the Standard and Operational Items Allowance in Paragraph
3-60-0 of the Detail Specification.
7.5 The data derived from tests shall be adjusted as required by
conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
7.6 Compliance with the guarantee for interior sound levels in
flight shall be demonstrated by Boeing Document D047N403.
Compliance with the guarantee for ramp sound levels shall be
demonstrated by Boeing Document D527N125. The compliance
documentation shall be based on sound level surveys on
production 757-200 aircraft, acoustically similar to the
Customer's Aircraft. These sound levels shall be adjusted for
sound level increases resulting from Buyer Furnished
Equipment, Boeing Purchased Equipment and from changes to the
Detail Specification approved by the Customer and Boeing or
otherwise allowed by the Purchase Agreement.
P.A. No. 1978
<PAGE> 430
Attachment A to Letter Agreement
No. 6-1162-AKP-090
RB211-535E4-B Engines
Page 16
7.7 Compliance shall be based on the performance of the airframe
and engines in combination, and shall not be contingent on the
engine meeting its manufacturer's performance specification.
8 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are
those set forth in this Attachment.
P.A. No. 1978
<PAGE> 431
6-1162-AKP-091
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
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
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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. 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 Purchase Agreement.
P.A. No. 1978
<PAGE> 432
American Airlines, Inc.
6-1162-AKP-091 Page 2
Very truly yours,
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
-------------------------------
Its
------------------------------
Attachments
P.A. No. 1978
<PAGE> 433
Attachment A to
6-1162-AKP-091
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
<PAGE> 434
Attachment B to
6-1162-AKP-091
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
<PAGE> 435
6-1162-AKP-092
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: 757 Miscellaneous Commitments
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
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.
[CONFIDENTIAL MATERIAL 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 or in the
Purchase Agreement.
P.A. No.1978
<PAGE> 436
American Airlines, Inc.
6-1162-AKP-092 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
<PAGE> 437
6-1162-AKP-093
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Escalation Sharing
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
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. Commitment.
Boeing agrees to share one-half of the Escalation Adjustment to the
Airframe Price and the Optional Features Price of each Aircraft which is
attributable to each of the years 1997 and 1998, as more fully set forth in
this Letter Agreement; provided, however, in no event will Boeing's share of
such Escalation Adjustment exceed three percent (3%) for each such year.
All escalation calculations under this Letter Agreement will be
made in accordance with the Airframe Escalation Adjustment Document, using
actual escalation indices published for the applicable period.
2. Computation of 1997 Escalation Factors.
For purposes of determining the Escalation Sharing Factor ("ESF")
applicable to each Aircraft pursuant to Section 4 of this Letter Agreement, a
1997 Unadjusted Escalation Factor and a 1997 Adjusted Escalation Factor will be
determined in accordance with Sections 2.1 and 2.2 below.
P.A. No. 1978
<PAGE> 438
American Airlines, Inc.
6-1162-AKP-093 Page 2
2.1 1997 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula
will be the 1997 Unadjusted Escalation Factor ("UEF(97)"):
UEF(97) = (LM(97)/LM(96)) - 1
where:
LM(97) = the sum of the "L" factor and the "M"
factor, in each case computed in accordance
with the Airframe Escalation Adjustment
Document using a notional delivery month of
December 1997
LM(96) = 1.0507 (which is the sum of the "L" factor
and the "M" factor, in each case computed
in accordance with the Airframe Escalation
Adjustment Document using a notional
delivery month of December 1996)
2.2 1997 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth
in (a) or (b) below, as applicable, will be the 1997 Adjusted Escalation Factor
("AEF(97)"):
a) If the UEF(97) factor determined pursuant to
Section 2.1 is greater than six percent (0.06), then the 1997 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(97) = (LM(97)/LM(96)) - .03
b) If the UEF(97) factor determined pursuant to
Section 2.1 is less than or equal to six percent (0.06), then the 1997 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(97) = (((LM(97)/LM(96)) - 1) / 2) + 1
3. Computation of 1998 Escalation Factors.
For purposes of determining the ESF applicable to each Aircraft
pursuant to Article 4 of this Letter Agreement, a 1998 Unadjusted Escalation
Factor and a 1998 Adjusted Escalation Factor will be determined in accordance
with Sections 3.1 and 3.2 below.
P.A. No. 1978
<PAGE> 439
American Airlines, Inc.
6-1162-AKP-093 Page 3
3.1 1998 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula
will be the 1998 Unadjusted Escalation Factor ("UEF98"):
UEF(98) = (LM(n)/LM(97)) - 1
where:
LM(n) = the sum of the "L" factor and the "M"
factor, in each case computed in accordance
with the Airframe Escalation Adjustment
Document using (i) in the case of an
Aircraft delivered in 1998, the Scheduled
Delivery Month of the applicable Aircraft,
or (ii) in the case of an Aircraft
delivered in any year after 1998, a
notional delivery month of December 1998
3.2 1998 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth
in (a) or (b) below, as applicable, will be the 1998 Adjusted Escalation Factor
("AEF(98)"):
a) If the UEF(98) factor determined pursuant to
Section 3.1 is greater than six percent (0.06), then the 1998 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(98) = (LM(n)/LM(97)) - .03
b) If the UEF(98) factor determined pursuant to
Section 3.1 is less than or equal to six percent (0.06), then the 1998 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(98) = (((LM(n)/LM(97)) - 1) / 2) + 1
4. Credit Memoranda.
4.1 Aircraft Delivered in 1998.
If applicable, Boeing will issue to Customer a credit
memorandum with respect to each Aircraft delivered in 1998. The amount of
each credit memorandum will be determined in accordance with the following
formula:
P.A. No. 1978
<PAGE> 440
American Airlines, Inc.
6-1162-AKP-093 Page 4
CM(98) = [P(o) x LM(n)] - [P(o) x ESF]
where:
CM(98) = the dollar amount of the credit memorandum
provided, however, if as a result of the
foregoing formula the CM(98) factor is a
negative number, then the CM(98) factor will
be deemed to be zero for all purposes
P(o) = the Airframe Price and the Optional
Features price applicable to the Aircraft
ESF = (LM(96)) x (AEF(97)) x (AEF(98)) (such
factors being determined pursuant to
Sections 2.1, 2.2 and 3.2, respectively)
4.2 Aircraft Delivered in 1999 and thereafter.
Boeing will issue to Customer a credit memorandum with respect to
each Aircraft delivered in 1999 and each subsequent year. The amount of each
such credit memorandum will be determined in accordance with the following
formula:
CM(esc) = CM(n) x (LM(x)/LM(98))
where:
CM(esc) = the dollar amount of the credit memorandum
CM(n) = [P(o) x LM(98)] - [P(o) x ESF]
where:
P(o) = the Airframe Price and the Optional Features Price
applicable to the Aircraft
LM(98) = the sum of the "L" factor and the "M" factor, in each
case computed in accordance with the Airframe
Escalation Adjustment Document using a notional
delivery month of December 1998
ESF = (LM(96)) x (AEF(97)) x (AEF(98)) (such factors being
determined pursuant to Sections 2.1, 2.2 and 3.2,
respectively)
P.A. No. 1978
<PAGE> 441
American Airlines, Inc.
6-1162-AKP-093 Page 5
LM(x) = the sum of the "L" factor and the "M" factor, in each
case computed in accordance with the Airframe
Escalation Adjustment Document using the Scheduled
Delivery Month of the applicable Aircraft
4.3 Application of Credit Memoranda.
Each credit memorandum will be applied in lieu of cash
payments by Customer to pay in part the balance of the Aircraft Price due at
the time of delivery of the Aircraft with respect to which such credit
memorandum was issued.
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 or the Purchase
Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1978
<PAGE> 442
6-1162-AKP-094
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
References: (a) Purchase Agreement No. 1978 (PA 1978), dated as of even
date herewith, between The Boeing Company (Boeing) and
American Airlines, Inc. (Customer) relating to the Model
757-223 Aircraft described therein (PA 1978 Aircraft)
(b) Purchase Agreement No. 1440 (PA 1440) dated as of July 21,
1988 (PA 1440) between Boeing and Customer relating to the
Model 757-223 Aircraft described therein (PA 1440
Aircraft)
(c) Letter Agreement No. 6-1162-RGP-266 to PA 1440 dated as of
February 1, 1991
(d) Letter Agreement No. 6-1162-DJV-289 to PA 1440 dated as of
August 21, 1996
(e) Letter Agreement No. 6-1162-RGP-878 to PA 1440 dated as of
March 7, 1995
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements PA 1978 and PA 1440. All capitalized terms used herein
but not otherwise defined in this Letter Agreement shall have the same meanings
assigned thereto in Exhibit C to PA 1978 or in PA 1440 (as appropriate).
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
<PAGE> 443
American Airlines, Inc.
6-1162-AKP-094
Page 2
7. 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
Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
Attachments
P.A. No. 1978
<PAGE> 444
Attachment A to
6-1162-AKP-094
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
<PAGE> 445
Attachment B to
6-1162-AKP-094 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1978
<PAGE> 446
6-1162-AKP-095
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Price Adjustment on Rolls-Royce Engines
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
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. It is understood by the parties that the Aircraft Basic Price of
each Aircraft includes an aggregate Engine Price for Two (2) Rolls-Royce Model
RB211-535E4B Engines of Fourteen Million Two Hundred Fourteen Thousand Dollars
($14,214,000). Such price may be adjusted by Rolls-Royce to reflect any change
incorporated in such Engines in order to satisfy any new rules or regulations,
or changes or amendments to the existing rules or regulations, issued by the
FAA, or other applicable U.S. Federal Agency, after July 26, 1995 (Engine
Modification).
2. Within 20 working days subsequent to the execution of the Purchase
Agreement, Boeing will place a purchase order with Rolls-Royce for the Engines
to be installed on the Aircraft. Notwithstanding other terms of this Letter
Agreement, the Engine Price adjustment specified in Section 1 shall not apply
to any Engines for which the scheduled delivery date to Boeing is less than
twenty-four (24) months after the later of (i) the date of such purchase order
between Boeing and Rolls-Royce or (ii) the date of Rolls-Royce notification to
Boeing of such Engine Price adjustment.
3. The parties therefore agree that notwithstanding the provisions of
Article 3 of the AGTA, if any Engine Modification is incorporated by
Rolls-Royce on Engines installed on any of the Aircraft (other than Engines
subject to Section 2) (i) Boeing will adjust the Aircraft Price of any such
Aircraft by the amount that Rolls-Royce adjusts the Engine Price, as provided
in Section 1 above; (ii) if any Engine Modification requires any change,
modification or alteration to the Aircraft on which such Engines are installed
(Aircraft
P.A. No. 1978
<PAGE> 447
American Airlines, Inc.
6-1162-AKP-095 Page 2
Modification), the cost of accomplishing the Aircraft Modification will be
added to the Aircraft Price of such Aircraft; (iii) notwithstanding the
provisions of Article 7 of the AGTA, the time of delivery of such Aircraft will
be extended to the extent of any delay attributable to any such Engine
Modification or Aircraft Modification and said delay will be deemed an
Excusable Delay under the provisions of the Purchase Agreement; and (iv) Boeing
will, if necessary, revise the Detail Specification as required to reflect the
effects of any Engine Modification or Aircraft Modification.
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
Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1978
<PAGE> 448
6-1162-AKP-097
American Airlines, Inc.
P. O. Box 619616
Dallas/Ft. Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
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
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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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 Agreement.
P.A. No. 1978
<PAGE> 449
American Airlines, Inc.
6-1162-AKP-097 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1978
<PAGE> 450
6-1162-AKP-099
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1979 between The Boeing Company
and American Airlines, Inc. relating to Model 767-323ER
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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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
Purchase Agreement.
P.A. No. 1979
<PAGE> 451
American Airlines, Inc.
6-1162-AKP-099 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1979
<PAGE> 452
6-1162-AKP-100
American Airlines, Inc.
P.O. Box 619616
Dallas/Ft. Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1979 between The Boeing Company and
American Airlines, Inc. relating to Model 767-323ER 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 "767-323ER Purchase Agreement").
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
11. 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.
P.A. No. 1979
<PAGE> 453
American Airlines, Inc.
6-1162-AKP-100 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------
Its Attorney-In-Fact
----------------------------
ACCEPTED AND AGREED TO this
____ day of __________ , 1997:
AMERICAN AIRLINES, INC.
By
----------------------------
Its
---------------------------
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment D: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Attachment E: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. No. 1979
<PAGE> 454
Attachment A-1 to
Letter Agreement 6-1162-AKP-100
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 455
Attachment A-2 to
Letter Agreement 6-1162-AKP-100
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 456
Attachment A-3 to
Letter Agreement 6-1162-AKP-100
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 457
Attachment B to
Letter Agreement 6-1162-AKP-100 (Model 767)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 458
Attachment C to
Letter Agreement 6-1162-AKP-100 (Model 767)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 459
Attachment D to
6-1162-AKP-100
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
<PAGE> 460
Attachment E to
6-1162-AKP-100
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
<PAGE> 461
6-1162-AKP-101
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 1979 between The Boeing Company and
American Airlines, Inc. relating to Model 767-323ER 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. Aircraft Performance Guarantees.
The only Performance Guarantees applicable to the Aircraft are
those set forth in Attachment A hereto. Such Performance Guarantees are
exclusive and will expire upon delivery of the Aircraft to Customer.
2. 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
P.A. No. 1979
<PAGE> 462
American Airlines, Inc.
6-1162-AKP-101 Page 2
or any information contained herein to any other person or entity,
except as provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------------------
Its Attorney-In-Fact
-----------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------------
AMERICAN AIRLINES, INC.
By
-----------------------------------------
Its
-----------------------------------------
P.A. No. 1979
<PAGE> 463
Attachment A to
6-1162-AKP-101 Page 1
MODEL 767-323ER PERFORMANCE GUARANTEES
<TABLE>
<CAPTION>
SECTION CONTENTS
<S> <C>
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 SOUND LEVELS
4 MAXIMUM STRUCTURAL PAYLOAD
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEES
</TABLE>
P.A. No. 1979
<PAGE> 464
Attachment A to
6-1162-AKP-101 Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 767-323ER Aircraft with a
maximum takeoff weight of at least 408,000 pounds, a maximum
landing weight of 310,000 pounds, a maximum zero fuel weight
of 288,000 pounds and a fuel capacity of 24,140 U.S. gallons,
and equipped with Boeing furnished CF6-80C2B6 engines.
2 FLIGHT PERFORMANCE
2.1 MISSION
2.1.1 MISSION PAYLOAD
The payload for a stage length of 5,355 nautical miles in
still air (equivalent to a distance of 4,620 nautical miles
with a 63 knot headwind, representative of a Frankfurt to
Dallas / Ft. Worth route) using the conditions and operating
rules defined below, shall not be less than the following
guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Conditions and operating rules:
Stage The stage length is defined as the sum of the
Length: distances for the climbout maneuver, climb, cruise,
and descent.
Takeoff: The airport altitude is 364 feet.
The airport temperature is 42(degree)F.
The runway length is 13,124 feet.
P.A. No. 1979
<PAGE> 465
Attachment A to
6-1162-AKP-101 Page 3
An Aircraft center of gravity location at the most
forward center of gravity limit. Maximum takeoff
thrust is used for the takeoff. The takeoff gross
weight shall conform to FAA Regulations.
Climbout
Maneuver: Following the takeoff to 35 feet, the Aircraft
accelerates to 250 KCAS while climbing to 1,500
feet above the departure airport altitude and
retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude at
250 KCAS.
The Aircraft then accelerates at a rate of climb of
500 feet per minute to a climb speed of 250 KCAS.
The climb continues at 250 KCAS until 0.80 Mach number
is reached.
The climb continues at 0.80 Mach number to the initial
cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.80 Mach number.
The initial cruise altitude is 31,000 feet.
P.A. No. 1979
<PAGE> 466
Attachment A to
6-1162-AKP-101 Page 4
A step climb or multiple step climbs of 4,000 feet
altitude may be used when beneficial to minimize fuel
burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise
thrust except during a step climb when maximum climb
thrust may be used.
Descent: The Aircraft descends from the final cruise altitude
at 250 KCAS to an altitude of 1,500 feet above the
destination airport altitude.
Throughout the descent, the cabin pressure will be
controlled to a maximum rate of descent equivalent to
300 feet per minute at sea level. The temperature is
standard day during descent.
Approach The Aircraft decelerates to the final approach speed
and Landing while extending landing gear and flaps, then descends
Maneuver: and lands.
The destination airport altitude is 603 feet.
Fixed Allowances: For the purpose of this guarantee and for the purpose
of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
<TABLE>
<S> <C> <C>
Taxi-out:
Fuel 705 Pounds
Time 0.250 Hours
</TABLE>
P.A. No. 1979
<PAGE> 467
Attachment A to
6-1162-AKP-101 Page 5
<TABLE>
<S> <C> <C>
Takeoff and Climbout Maneuver:
Fuel 1,085 Pounds
Distance 4 Nautical Miles
Approach and Landing Maneuver:
Fuel 400 Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel 375 Pounds
Time 0.133 Hours
</TABLE>
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
<PAGE> 468
Attachment A to
6-1162-AKP-101 Page 6
2.1.2 MISSION BLOCK FUEL
The block fuel for a stage length of 5,355 nautical miles in
still air (equivalent to a distance of 4,620 nautical miles
with a 63 knot headwind, representative of a Frankfurt to
Dallas / Ft. Worth route) with a 43,910 pound payload using
the conditions and operating rules defined below, shall not be
more than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Conditions and operating rules are the same as
Paragraph 2.12.1 except as follows:
Block Fuel: The block fuel is defined as the sum of the
fuel used for taxi-out, takeoff and climbout
maneuver, climb, cruise, descent, approach
and landing maneuver, and taxi-in.
Fixed
Allowances: For the purpose of this guarantee and for
the purpose of establishing compliance with
this guarantee, the following shall be used
as fixed quantities and allowances:
Operational Empty Weight, OEW (Paragraph
2.12.4): 205,260 Pounds
<TABLE>
<S> <C> <C>
Taxi-out:
Fuel 705 Pounds
Time 0.250 Hours
Takeoff and Climbout Maneuver:
Fuel 1,085 Pounds
Distance 4 Nautical Miles
Approach and Landing Maneuver:
Fuel 400 Pounds
</TABLE>
P.A. No. 1979
<PAGE> 469
Attachment A to
6-1162-AKP-101 Page 7
<TABLE>
<S> <C> <C>
Taxi-in (shall be consumed from the
reserve fuel):
Fuel 375 Pounds
Time 0.133 Hours
</TABLE>
Usable reserve fuel remaining upon completion
of the approach and landing maneuver:
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.1.3 OPERATIONAL EMPTY WEIGHT BASIS
The Operational Empty Weight (OEW) derived in Paragraph 2.1.4
is the basis for the mission guarantees of Paragraph 2.1.1.
P.A. No. 1979
<PAGE> 470
Atachment A to
6-1162-AKP-101 Page 8
2.1.4 767-323ER WEIGHT SUMMARY - AMERICAN AIRLINES
<TABLE>
<CAPTION>
Pounds
<S> <C> <C>
Standard Model Specification MEW 175,200
Configuration Specification D6-T10330 Rev. B
dated 14 March 1986
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
</TABLE>
<TABLE>
<CAPTION>
Quantity Pounds Pounds
<S> <C> <C> <C>
* Seat Weight Included: #
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
</TABLE>
- -----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
<PAGE> 471
Attachment A to
6-1162-AKP-101 Page 9
2.1.5 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
<TABLE>
<CAPTION>
Quantity Pounds Pounds Pounds
<S> <C> <C> <C> <C>
Standard Items Allowance 5,195
Unusable Fuel 306
Oil 140
Oxygen Equipment 83
Miscellaneous Equipment 37
Galley Structure & Fixed Inserts 4,629
Operational Items Allowance #
Crew and Crew Baggage 2,105
Flight Crew 2 340
Cabin Crew 10 1,500
Baggage 12 240
Briefcases 1 25
Catering Allowance #
(Includes [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.] lb for Duty Free)
Passenger Service Equipment 860
Potable Water - 149 Gallons 1,240
Waste Tank Disinfectant 100
Emergency Equipment #
Cargo System (15 LD-4's) #
Total Standard and Operational Items Allowance #
</TABLE>
- -----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
<PAGE> 472
Attachment A to
6-1162-AKP-101 Page 10
3 MAXIMUM STRUCTURAL PAYLOAD
The maximum structural payload, as represented by the maximum
design zero fuel weight minus the OEW (based on the American
Airlines weight allowances derived in Paragraph 2.1.4) shall
not be less than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
4 SOUND LEVELS
4.1 COMMUNITY SOUND LEVELS
The Aircraft shall be certified in accordance with the Stage 3
requirements of FAR Part 36, essentially equivalent to ICAO
Annex 16, Volume 1, Chapter 3.
4.2 INTERIOR SOUND LEVELS IN FLIGHT
The sound level at the head position of a seated pilot or
passenger during cruise shall not be more than the following
guarantee value:
<TABLE>
<CAPTION>
Overall Sound Pressure Levels
OASPL
-----
<S> <C> <C>
Pilot's Inboard Ear: NOMINAL: 76 dB
TOLERANCE: +3 dB
GUARANTEE: 79 dB
Passenger Aisle Seats NOMINAL: 83 dB
Forward of Station 600 TOLERANCE: +3 dB
GUARANTEE: 86 dB
Passenger Aisle Seats NOMINAL: 88 dB
At Station 600 and Aft TOLERANCE: +3 dB
GUARANTEE: 91 dB
</TABLE>
P.A. No. 1979
<PAGE> 473
Attachment A to
6-1162-AKP-101 Page 11
<TABLE>
<CAPTION>
Speech Interference Levels
SIL
---
<S> <C> <C>
Pilot's Inboard Ear: NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
Passenger Aisle Seats NOMINAL: 65 dB
Forward of Station 600 TOLERANCE: +3 dB
GUARANTEE: 68 dB
Passenger Aisle Seats NOMINAL: 63 dB
At Station 600 and Aft TOLERANCE: +3 dB
GUARANTEE: 66 dB
</TABLE>
4.3 SOUND LEVELS DURING GROUND OPERATION
The sound level at ramp locations during Aircraft ground
operation shall not be more than the following guarantee
value:
<TABLE>
<CAPTION>
A-weighted Sound Levels
dBA
---
<S> <C> <C>
Forward and Aft NOMINAL: 82 dBA
Cargo Doors TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
Passenger Entry Doors NOMINAL: 82 dBA
(left side) TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
Underwing Fueling NOMINAL: 82 dBA
Locations TOLERANCE: +3 dBA
GUARANTEE: 85 dBA
</TABLE>
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based on the
Aircraft configuration as defined in Revision R7 of Detail
Specification D6T10330AAL (hereinafter referred to as the
Detail Specification). Appropriate adjustment shall be made
for changes in such Detail Specification approved by the
Customer and Boeing or otherwise allowed by the Purchase
Agreement which cause
P.A. No. 1979
<PAGE> 474
Attachment A to
6-1162-AKP-101 Page 12
changes to the flight performance, sound levels, and/or weight
and balance of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the
guarantees.
5.2 The guarantee payload of Paragraph 2.1.1 and the Maximum
Structural Payload guarantee of Section 3 will be adjusted by
Boeing for the effect of the following on OEW in its evidence
of compliance with the guarantees:
(1) Changes to the Detail Specification including Change
Requests, Master Changes, Change Orders or any other changes
mutually agreed upon between the Customer and Boeing or
otherwise allowed by the Purchase Agreement.
(2) The difference between the component weight allowances
given in Appendix IV of the Detail Specification and the
actual weights.
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified
variations therefrom; altitudes are pressure altitudes.
6.2 The FAA Regulations (FAR) referred to in this Attachment are,
unless otherwise specified, the 767-300 Certification Basis
regulations specified in the Type Certificate Data Sheet A1NM,
Revision 9, dated June 1, 1992.
6.3 In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of any
such law, governmental regulation or requirement that affects
the certification basis for the Aircraft as described in
Paragraph 6.2, and as a result thereof, a change is made to
the configuration and/or the performance of the Aircraft in
order to obtain certification,
P.A. No. 1979
<PAGE> 475
Attachment A to
6-1162-AKP-101 Page 13
the guarantees set forth in this Attachment shall be
appropriately modified to reflect any such change.
6.4 The takeoff portion of the mission guarantees are based on
hard surface, level and dry runways with no wind or obstacles,
no clearway or stopway, 225 mph tires, with anti-skid
operative, and with the Aircraft center of gravity at the most
forward limit unless otherwise specified. The takeoff
performance is based on no engine bleed for air conditioning
or thermal anti-icing and the Auxiliary Power Unit (APU)
turned off. Unbalanced field length calculations and the
improved climb performance procedure will be used for takeoff
as required.
6.5 The climb, cruise and descent portions of the mission
guarantees include allowances for normal power extraction and
engine bleed for normal operation of the air conditioning
system. Normal electrical power extraction shall be defined as
not less than a 140 kilowatts total electrical load. Normal
operation of the air conditioning system shall be defined as
pack switches in the "Auto" position, the temperature control
switches in the "Auto" position that results in a nominal
cabin temperature of 75(degree)F, and all air conditioning
systems operating normally. This operation allows a maximum
cabin pressure differential of 8.6 pounds per square inch at
higher altitudes, with a nominal Aircraft cabin ventilation
rate of 5,700 cubic feet per minute including passenger cabin
recirculation (nominal recirculation is 50 percent). The APU
is turned off unless otherwise specified.
6.6 The climb, cruise and descent portions of the mission
guarantees are based on an Aircraft center of gravity location
of 25 percent of the mean aerodynamic chord.
P.A. No. 1979
<PAGE> 476
Attachment A to
6-1162-AKP-101 Page 14
6.7 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel density
of 6.70 pounds per U.S. gallon.
6.8 Sound pressure levels are measured in decibels (dB) referred
to the standard reference pressure of 20 micro Pascals.
Overall sound pressure level (OASPL) is defined to be the
sound pressure level for the frequency range from 45 to 11,200
Hz. Speech interference level (SIL) is defined to be the
arithmetic average of sound pressure levels in the three
octave bands with center frequencies at 1,000, 2,000 and 4,000
Hz. A-weighted sound level (dBA) is as defined in American
National Standards Association S1.4-1983 for the frequency
range from 45 to 11,200 Hz.
6.9 The guarantee for interior sound levels in flight pertains to
normal operation of an Aircraft in cruise during straight and
level flight at an altitude of 35,000 feet and 0.80 Mach
number. The Aircraft shall have a complete interior
installation including standard thermal/acoustic insulation,
all lining and partition panels, a full shipset of fabric
upholstered seats and floor covering in the passenger cabin.
The interior configuration is defined in LOPA 673-490. The
procedures used for the measurement of interior sound levels
shall be equivalent to those in SAE ARP 1323.
6.10 The guarantee for ramp sound levels pertains to a parked
Aircraft during in-service turn around with the APU, all
environmental control system packs, environmental control
system recirculation fans, electronic equipment cooling fans
and vent fans operating, and with the main propulsion engines
not operating. The guarantees pertain to APU and environmental
control system pack operation at an outside ambient
temperature of 25(degree)C (77(degree)F). The procedures
P.A. No. 1979
<PAGE> 477
Attachment A to
6-1162-AKP-101 Page 15
used for the measurement of ramp sound levels shall be
equivalent to those in SAE ARP 1307.
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3, and 4 shall
be based on the conditions specified in those sections, the
Aircraft configuration of Section 5 and the guarantee
conditions of Section 6.
7.2 Compliance with the takeoff portion of the mission guarantees
and the community sound level guarantees shall be based on the
FAA approved Airplane Flight Manual for the Model 767-300.
7.3 Compliance with the climb, cruise and descent portions of the
mission guarantees shall be established by calculations based
on flight test data obtained from an aircraft in a
configuration similar to that defined by the Detail
Specification.
7.4 The OEW used for compliance with the mission guarantee and the
maximum structural payload guarantee shall be the actual MEW
plus the Standard and Operational Items Allowance in Paragraph
3-60-0 of the Detail Specification.
7.5 The data derived from tests shall be adjusted as required by
conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
7.6 Compliance with the guarantee for interior sound levels in
flight shall be demonstrated by Boeing Document D047T309.
Compliance with the guarantee for ramp sound levels shall be
demonstrated by Boeing Document D047T900. The compliance
documentation shall be based on sound level surveys on
production 767-300 aircraft acoustically similar to the
P.A. No. 1979
<PAGE> 478
Attachment A to
6-1162-AKP-101 Page 16
Customer's Aircraft. These sound levels shall be adjusted for
sound level increases resulting from Buyer Furnished
Equipment, Boeing Purchased Equipment and from changes to the
Detail Specification approved by the Customer and Boeing or
otherwise allowed by the Purchase Agreement.
7.7 Compliance shall be based on the performance of the airframe
and engines in combination, and shall not be contingent on the
engine meeting its manufacturer's performance specification.
8 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are
those set forth in this Attachment.
P.A. No. 1979
<PAGE> 479
6-1162-AKP-102
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL
Reference: Purchase Agreement No. 1979 between The Boeing Company and
American Airlines, Inc. relating to Model 67-323ER 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.
This Letter Agreement cancels and supersedes Letter Agreement 6-1162-APS-1048,
dated June 23, 1989, between Boeing and Customer.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. 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 Purchase Agreement.
P.A. No. 1979
<PAGE> 480
American Airlines, Inc.
6-1162-AKP-102 Page 2
Very truly yours,
THE BOEING COMPANY
By
--------------------------------
Its Attorney-In-Fact
--------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------
AMERICAN AIRLINES, INC.
By
--------------------------------
Its
-------------------------------
Attachments
P.A. No. 1979
<PAGE> 481
Attachment A to
6-1162-AKP-102
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
<PAGE> 482
Attachment B to
6-1162-AKP-102
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
<PAGE> 483
6-1162-AKP-103
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: 767 Miscellaneous Commitments
Reference: Purchase Agreement No. 1979 between The Boeing Company and
American Airlines, Inc. relating to Model 767-323ER 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3. 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
Purchase Agreement.
P.A. No.1979
<PAGE> 484
American Airlines, Inc.
6-1162-AKP-103 Page 2
Very truly yours,
THE BOEING COMPANY
By
-------------------------------------
Its Attorney-In-Fact
------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
-------------------------------------
Its
------------------------------------
P.A. No.1979
<PAGE> 485
6-1162-AKP-104
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Escalation Sharing
Reference: Purchase Agreement No. 1979 between The Boeing Company
and American Airlines, Inc. relating to Model 767-323ER
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. Commitment.
Boeing agrees to share one-half of the Escalation Adjustment to the
Airframe Price and the Optional Features Price of each Aircraft which is
attributable to each of the years 1997 and 1998, as more fully set forth in
this Letter Agreement; provided, however, in no event will Boeing's share of
such Escalation Adjustment exceed three percent (3%) for each such year.
All escalation calculations under this Letter Agreement will be
made in accordance with the Airframe Escalation Adjustment Document, using
actual escalation indices published for the applicable period.
2. Computation of 1997 Escalation Factors.
For purposes of determining the Escalation Sharing Factor ("ESF")
applicable to each Aircraft pursuant to Section 4 of this Letter Agreement, a
1997 Unadjusted Escalation Factor and a 1997 Adjusted Escalation Factor will be
determined in accordance with Sections 2.1 and 2.2 below.
P.A. No.1979
<PAGE> 486
American Airlines, Inc.
6-1162-AKP-104 Page 2
2.1 1997 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula
will be the 1997 Unadjusted Escalation Factor ("UEF(97)"):
UEF(97) = (LM(97)/LM(96)) - 1
where:
LM(97) = the sum of the "L" factor and the "M"
factor, in each case computed in accordance
with the Airframe Escalation Adjustment
Document using a notional delivery month of
December 1997
LM(96) = 1.0507 (which is the sum of the "L" factor
and the "M" factor, in each case computed
in accordance with the Airframe Escalation
Adjustment Document using a notional
delivery month of December 1996)
2.2 1997 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth
in (a) or (b) below, as applicable, will be the 1997 Adjusted Escalation Factor
("AEF(97)"):
a) If the UEF(97) factor determined pursuant to
Section 2.1 is greater than six percent (0.06), then the 1997 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(97) = (LM(97)/LM(96)) - .03
b) If the UEF97 factor determined pursuant to
Section 2.1 is less than or equal to six percent (0.06), then the 1997 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF(97) = (((LM(97)/LM(96)) - 1) / 2) + 1
3. Computation of 1998 Escalation Factors.
For purposes of determining the ESF applicable to each Aircraft
pursuant to Article 4 of this Letter Agreement, a 1998 Unadjusted Escalation
Factor and a 1998 Adjusted Escalation Factor will be determined in accordance
with Sections 3.1 and 3.2 below.
P.A. No.1979
<PAGE> 487
American Airlines, Inc.
6-1162-AKP-104 Page 3
3.1 1998 Unadjusted Escalation Factor.
The amount determined pursuant to the following formula
will be the 1998 Unadjusted Escalation Factor ("UEF98"):
UEF98 = (LMn/LM97) - 1
where:
LMn = the sum of the "L" factor and the "M"
factor, in each case computed in accordance
with the Airframe Escalation Adjustment
Document using (i) in the case of an
Aircraft delivered in 1998, the Scheduled
Delivery Month of the applicable Aircraft,
or (ii) in the case of an Aircraft
delivered in any year after 1998, a
notional delivery month of December 1998
3.2 1998 Adjusted Escalation Factor.
The amount determined pursuant to the formula set forth
in (a) or (b) below, as applicable, will be the 1998 Adjusted Escalation Factor
("AEF98"):
a) If the UEF98 factor determined pursuant to
Section 3.1 is greater than six percent (0.06), then the 1998 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF98 = (LMn/LM97 ) - .03
b) If the UEF98 factor determined pursuant to
Section 3.1 is less than or equal to six percent (0.06), then the 1998 Adjusted
Escalation Factor will be determined in accordance with the following formula:
AEF98 = (((LMn/LM97 ) - 1) / 2) + 1
4. Credit Memoranda.
4.1 Aircraft Delivered in 1998.
If applicable, Boeing will issue to Customer a credit
memorandum with respect to each Aircraft delivered in 1998. The amount of each
credit memorandum will be determined in accordance with the following formula:
P.A. No. 1979
<PAGE> 488
American Airlines, Inc.
6-1162-AKP-104 Page 4
CM98 = [Po x LMn] - [Po x ESF]
where:
CM98 = the dollar amount of the credit memorandum
provided, however, if as a result of the
foregoing formula the CM98 factor is a
negative number, then the CM98 factor will
be deemed to be zero for all purposes
Po = the Airframe Price and the Optional
Features price applicable to the Aircraft
ESF = (LM96) x (AEF97) x (AEF98) (such factors
being determined pursuant to Sections 2.1,
2.2 and 3.2, respectively)
4.2 Aircraft Delivered in 1999 and thereafter.
Boeing will issue to Customer a credit memorandum with respect to
each Aircraft delivered in 1999 and each subsequent year. The amount of each
such credit memorandum will be determined in accordance with the following
formula:
CMesc = CMn x (LMx/LM98)
where:
CMesc = the dollar amount of the credit memorandum
CMn = [Po x LM98] - [Po x ESF]
where:
Po = the Airframe Price and the Optional
Features Price applicable to the Aircraft
LM98 = the sum of the "L" factor and the "M"
factor, in each case computed in accordance with the
Airframe Escalation Adjustment Document using a
notional delivery month of December 1998
ESF = (LM96) x (AEF97) x (AEF98) (such factors
being determined pursuant to Sections 2.1,
2.2 and 3.2, respectively)
P.A. No. 1979
<PAGE> 489
American Airlines, Inc.
6-1162-AKP-104 Page 5
LMx = the sum of the "L" factor and the "M"
factor, in each case computed in accordance with the
Airframe Escalation Adjustment Document using the
Scheduled Delivery Month of the applicable Aircraft
4.3 Application of Credit Memoranda
Each credit memorandum will be applied in lieu of cash
payments by Customer to pay in part the balance of the Aircraft Price due at
the time of delivery of the Aircraft with respect to which such credit
memorandum was issued.
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 or the Purchase
Agreement.
Very truly yours,
THE BOEING COMPANY
By
--------------------------------------
Its Attorney-In-Fact
-------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------------
AMERICAN AIRLINES, INC.
By
--------------------------------------
Its
-------------------------------------
P.A. No. 1979
<PAGE> 490
6-1162-AKP-105
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
References: (a) Purchase Agreement No. 1979 (PA 1979), dated as of
even date herewith, between The Boeing Company
(Boeing) and American Airlines, Inc. (Customer)
relating to the Model 767-323ER Aircraft described
therein (PA 1979 Aircraft)
(b) Purchase Agreement No. 1513 dated as of June 23, 1989
(PA 1513) between Boeing and Customer relating to the
Model 767-323ER Aircraft described therein (PA 1513
Aircraft)
(c) Letter Agreement 6-1162-AKP-017, dated as of May 28,
1997, to PA 1513
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements PA 1979 and PA 1513. All capitalized terms used herein
but not otherwise defined in this Letter Agreement shall have the same meanings
assigned thereto in Exhibit C to PA 1979 or in PA 1513 (as appropriate).
[CONFIDENTIAL MATERIAL 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 or in the
Purchase Agreement.
P.A. No.1979
<PAGE> 491
American Airlines, Inc.
6-1162-AKP-105
Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------------
Its Attorney-In-Fact
-----------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
---------------------------
AMERICAN AIRLINES, INC.
By
------------------------------------
Its
-----------------------------------
P.A. No. 1979
<PAGE> 492
Attachment A to
6-1162-AKP-105 Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1979
<PAGE> 493
6-1162-AKP-106
American Airlines, Inc.
P. O. Box 619616
Dallas/Ft. Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1979 between The Boeing Company
and American Airlines, Inc. relating to Model 767-323ER
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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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 Agreement.
P.A. No. 1979
<PAGE> 494
American Airlines, Inc.
6-1162-AKP-106 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------
Its Attorney-In-Fact
----------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------
Its
----------------------------------------
P.A. No. 1979
<PAGE> 495
6-1162-AKP-109
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1980 between The Boeing Company and American
Airlines, Inc. relating to Model 777-223IGW 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.
[CONFIDENTIAL MATERIAL 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 the Purchase Agreement.
P.A. No. 1980
<PAGE> 496
American Airlines, Inc.
6-1162-AKP-109 Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------------------
Its Attorney-In-Fact
------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------------------
AMERICAN AIRLINES, INC.
By
------------------------------------------
Its
------------------------------------------
P.A. No. 1980
<PAGE> 497
6-1162-AKP-110
American Airlines, Inc.
P.O. Box 619616
Dallas/Ft. Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW 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 "777-223IGW Purchase
Agreement").
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
12. 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.
P.A. No.1980
<PAGE> 498
American Airlines, Inc.
6-1162-AKP-110 Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------------
Its Attorney-In-Fact
-----------------------------------
ACCEPTED AND AGREED TO this
day of , 1997:
- ---- --------------------------
AMERICAN AIRLINES, INC.
By
-----------------------------------
Its
----------------------------------
Attachment A: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment B: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment C: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment D: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
Attachment E: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No.1980
<PAGE> 499
ATTACHMENT A-1 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 500
ATTACHMENT A-2 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 501
ATTACHMENT A-3 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 502
ATTACHMENT A-4 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 503
ATTACHMENT A-5 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 504
ATTACHMENT A-6 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 505
ATTACHMENT A-7 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 506
ATTACHMENT A-8 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 507
ATTACHMENT A-9 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 508
ATTACHMENT A-10 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 509
ATTACHMENT A-11 TO
LETTER AGREEMENT 6-1162-AKP-110
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 510
ATTACHMENT B TO
LETTER AGREEMENT 6-1162-AKP-110 (MODEL 777)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 511
ATTACHMENT C TO
LETTER AGREEMENT 6-1162-AKP-110 (MODEL 777)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Page 1 of 1
<PAGE> 512
Attachment D to
6-1162-AKP-110
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
<PAGE> 513
6-1162-AKP-111
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW 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. Aircraft Performance Guarantees.
The only Performance Guarantees applicable to the Aircraft are those
set forth in Attachment A hereto. Such Performance Guarantees are exclusive and
will expire upon delivery of the Aircraft to Customer.
2. 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
P.A. No. 1980
<PAGE> 514
American Airlines, Inc.
6-1162-AKP-111 Page 2
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or in the Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------
Its Attorney-In-Fact
----------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------
Its
----------------------------------------
Attachment
P.A. No. 1980
<PAGE> 515
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 1
MODEL 777 200 IGW PERFORMANCE GUARANTEES
GE90-90B ENGINES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 SOUND LEVELS
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEES
P.A. No. 1980
<PAGE> 516
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance Guarantees")
are applicable to the 777-200 IGW Aircraft with a maximum takeoff weight
of 648,000 pounds, a maximum landing weight of 460,000 pounds, and a
maximum zero fuel weight of 430,000 pounds, and equipped with Boeing
furnished GE90-90B engines.
2 FLIGHT PERFORMANCE
2.1 TAKEOFF
The FAA approved takeoff field length at a gross weight at the start of
the ground roll of 648,000 pounds, at a temperature of 86degreesF, at a
sea level altitude, an alternate forward center of gravity limit of 23
percent of the mean aerodynamic chord, and using maximum takeoff thrust,
shall not be more than the following guarantee value:
GUARANTEE: 10,800 Feet
2.2 LANDING
The operational landing field length at a gross weight of 460,000 pounds,
at a sea level altitude, on a standard day, using an FAA approved flap
setting, and satisfying the conditions and operating rules defined below,
shall not be more than the following guarantee value:
GUARANTEE: 5,100 Feet
Conditions and operating rules:
The operational landing field length is defined as 115 percent of the
horizontal distance from 50 feet altitude to a complete stop.
The approach speed will be VREF+5 KEAS
The air time from 50 feet altitude to main gear touchdown will be
4.56 seconds.
P.A. No. 1980
<PAGE> 517
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 3
The speed at 50 feet altitude will be defined as the approach speed.
The speed at main gear touchdown will be 98.38 percent of the speed
at 50 feet altitude. The speed at brake application will be 97.05
percent of the speed at 50 feet altitude.
The time delays from main gear touchdown will be as follows:
Spoiler actuation 1 seconds
Brake application 1 seconds
Reverse thrust selection 2 seconds
Reversers deployed 4 seconds
The runway condition is wet. The wet runway coefficient of friction
is defined to be 0.200.
The airplane is in the landing configuration throughout.
Reverse thrust application will be consistent with operating
instructions provided by Boeing to the Customer. Reverse thrust
operation with these instructions shall not exceed engine operating
limitations provided by the engine manufacturer to Boeing.
2.3 MISSION
2.3.1 MISSION PAYLOAD
The payload for a stage length of 6,491 nautical miles in still air
(representative of a Dallas / Ft. Worth to Tokyo route) using the
conditions and operating rules defined below, shall not be less than
the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No. 1980
<PAGE> 518
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 4
Conditions and operating rules:
<TABLE>
<S> <C>
Stage The stage length is defined as the sum of the distances for the
Length: climbout maneuver, climb, cruise, and descent.
Takeoff: The airport altitude is 603 feet.
The airport temperature is 95degreesF.
The runway length is 13,400 feet.
An Aircraft center of gravity location of 23 percent of the
mean aerodynamic chord.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA Regulations.
Climbout
Maneuver: Following the takeoff to 35 feet, the Aircraft accelerates to
250 KCAS while climbing to 1,500 feet above the departure
airport altitude and retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the departure airport
altitude to 10,000 feet altitude at 250 KCAS.
The Aircraft then accelerates at a rate of climb of 500 feet
per minute to a climb speed of 311 KCAS.
The climb continues at 311 KCAS until 0.84 Mach number is
reached.
The climb continues at 0.84 Mach number to the initial cruise
altitude.
The temperature is standard day during climb.
</TABLE>
P.A. No. 1980
<PAGE> 519
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 5
<TABLE>
<S> <C>
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.84 Mach number.
The initial cruise altitude is 31,000 feet.
A step climb or multiple step climbs of 4,000 feet altitude may
be used when beneficial to minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise thrust except
during a step climb when maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise altitude at 250
KCAS to an altitude of 1,500 feet above the destination airport
altitude.
Throughout the descent, the cabin pressure will be controlled
to a maximum rate of descent equivalent to 300 feet per minute
at sea level.
The temperature is standard day during descent.
Approach The Aircraft decelerates to the final approach speed while
and Landing extending landing gear and flaps, then descends and lands.
Maneuver:
The destination airport altitude is 139 feet.
</TABLE>
P.A. No. 1980
<PAGE> 520
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 6
<TABLE>
<S> <C>
Fixed Allowances: For the purpose of this guarantee and for the purpose of
establishing compliance with this guarantee, the following
shall be used as fixed quantities and allowances:
Taxi-out:
Fuel 1,080 Pounds
Time 0.250 Hours
Takeoff and Climbout Maneuver:
Fuel 1,670 Pounds
Distance 4.7 Nautical Miles
Approach and Landing Maneuver:
Fuel 540 Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel 580 Pounds
Time 0.133 Hours
Usable reserve fuel remaining upon completion of the approach
and landing maneuver: [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
</TABLE>
P.A. No. 1980
<PAGE> 521
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 7
2.3.2 MISSION BLOCK FUEL
The block fuel for a stage length of 6,491 nautical miles in still air
(representative of a Dallas / Ft. Worth to Tokyo route) with a
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] pound payload using the conditions and operating rules
defined below, shall not be more than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Conditions and operating rules are the same as Paragraph 2.3.1 except
as follows:
Block Fuel: The block fuel is defined as the sum of the fuel used
for taxi-out, takeoff and climbout maneuver, climb,
cruise, descent, approach and landing maneuver, and
taxi-in.
Takeoff: The airport altitude is 603 feet.
The takeoff gross weight is not limited by the airport
conditions.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude at
250 KCAS.
The Aircraft then accelerates at a rate of climb of
500 feet per minute to a climb speed of 310 KCAS.
The climb continues at 310 KCAS until 0.84 Mach
number is reached.
Fixed
Allowances: For the purpose of this guarantee and for the purpose
of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Operational Empty Weight, OEW (Paragraph 2.3.4):
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] Pounds
P.A. No. 1980
<PAGE> 522
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 8
Takeoff and Climbout Maneuver:
Fuel 1,650 Pounds
Distance 4.6 Nautical Miles
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
2.3.3 OPERATIONAL EMPTY WEIGHT basis
The Operational Empty Weight (OEW) derived in Paragraph 2.3.4 is the
basis for the mission guarantees of Paragraphs 2.3.1 and 2.3.2.
2.3.4 777-200 IGW WEIGHT SUMMARY - AMERICAN AIRLINES
<TABLE>
<CAPTION>
Pounds
------
<S> <C>
Standard Model Specification MEW 287,500
Configuration Specification D019W004 Rev. A
dated 29 February 1996
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
</TABLE>
P.A. No. 1980
<PAGE> 523
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 9
Quantity Pounds Pounds
* Seat Weight Included: #
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.3.5 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
<TABLE>
<CAPTION>
Qty Pounds Pounds Pounds
<S> <C> <C> <C> <C>
Standard Items Allowance 7,377
Unusable Fuel 625
Oil 175
Oxygen Equipment 70
Passenger Portable 10 70
Miscellaneous Equipment 72
First Aid Kits 4 12
Crash Axe 1 3
Megaphones 2 7
Flashlights 13 18
Fire Gloves 1 1
Smoke Goggles 4 1
Smoke Hoods 6 30
Galley Structure &
Fixed Inserts 6,435
Operational Items Allowance #
Crew and Crew Baggage 2,030
Flight Crew 2 430
Cabin Crew 10 1,600
Catering Allowance
(2.5 meals) #
First Class # #
Business Class # #
Economy Class # #
Passenger Service
Equipment #
Potable Water -
172 Gallons 1,434
Waste Tank Disinfectant 150
Emergency Equipment 1,980
Slide Rafts 8 1,512
Life Vests # #
Locator Transmitter 2 7
</TABLE>
- -----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
<PAGE> 524
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 10
<TABLE>
<S> <C> <C> <C> <C>
Cargo System #
Fwd LD-3 Containers # #
Aft LD-3 Containers # #
Total Standard and Operational Items Allowance #
</TABLE>
- -----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.3.6 AMERICAN AIRLINES LOPA 777-200 IGW ICX-8183
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
3 MANUFACTURER'S EMPTY WEIGHT
3.1 The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the
value in Section 3-60-00 of Detail Specification D019W004 plus one
percent.
3.2 The maximum structural payload, as represented by the maximum design
zero fuel weight minus the OEW (based on the American Airlines weight
allowances derived in Paragraph 2.3.4) shall not be less than the
following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No. 1980
<PAGE> 525
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 11
4 SOUND LEVELS
4.1 COMMUNITY SOUND LEVELS
The Aircraft shall be certified in accordance with Stage 3
requirements of FAR Part 36, essentially equivalent to ICAO Annex 16,
Volume 1, Chapter 3.
4.2 INTERIOR SOUND LEVELS IN FLIGHT
The sound level at the head position of a seated pilot or passenger
during cruise shall not be more than the following guarantee value:
Overall Sound Pressure Levels OASPL
-----
Pilot's Inboard Ear NOMINAL: 77 dB
TOLERANCE: +3 dB
GUARANTEE: 80 dB
Passenger Aisle Seats NOMINAL: 82 dB
Forward of Station 620 TOLERANCE: +3 dB
GUARANTEE: 85 dB
Passenger Aisle Seats NOMINAL: 86 dB
At Station 804 and TOLERANCE: +3 dB
Aft to Station 1250 GUARANTEE: 89 dB
Passenger Aisle Seats NOMINAL: 89 dB
At Station 1300 and Aft TOLERANCE: +2 dB
GUARANTEE: 91 dB
Speech Interference Levels SIL
---
Pilot's Inboard Ear NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
Passenger Aisle Seats NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
4.3 RAMP SOUND LEVELS
The sound level at ramp locations during aircraft ground operation shall
not be more than the following guarantee value:
P.A. No. 1980
<PAGE> 526
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 12
<TABLE>
<S> <C>
A-weighted Sound Levels dBA
---
Forward and Aft NOMINAL: 81 dBA
Cargo Doors TOLERANCE: +2 dBA
GUARANTEE: 83 dBA
Passenger Entry Doors NOMINAL: 77 dBA
(left side) TOLERANCE: +2 dBA
GUARANTEE: 79 dBA
Underwing Fueling NOMINAL: 78 dBA
Locations TOLERANCE: +2 dBA
GUARANTEE: 80 dBA
20-meter perimeter NOMINAL: 86 dBA
(with APU Exhaust TOLERANCE: +2 dBA
Muffler 4900CG7003) GUARANTEE: 88 dBA
</TABLE>
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based on the Aircraft
configuration as defined in Revision A of Detail Specification D019W004
(hereinafter referred to as the Detail Specification). Appropriate
adjustment shall be made for changes in such Detail Specification approved
by the Customer and Boeing or otherwise allowed by the Purchase Agreement
which cause changes to the flight performance, sound levels, and/or weight
and balance of the Aircraft. Such adjustment shall be accounted for by
Boeing in its evidence of compliance with the guarantees.
5.2 The guarantee payload of Paragraph 2.3.1 and the Maximum Structural
Payload guarantee of Paragraph 3.2 will be adjusted by Boeing for the
effect of the following on OEW and the Manufacturer's Empty Weight
guarantee of Paragraph 3.1 will be adjusted by Boeing for the following in
its evidence of compliance with the guarantees:
(1) Changes to the Detail Specification including Change Requests,
Master Changes, Change Orders or any other changes mutually agreed upon
between the Customer and Boeing or otherwise allowed by the Purchase
Agreement.
P.A. No. 1980
<PAGE> 527
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 13
(2) The difference between the component weight allowances given in
Appendix IV of the Detail Specification and the actual weights.
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and specified variations therefrom; altitudes
are pressure altitudes.
6.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, the 777-200 Certification Basis regulations specified
in the Type Certificate Data Sheet T-00001SE, Revision 4, dated April 18,
1996.
6.3 In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for the
Aircraft as described in Paragraph 6.2, and as a result thereof, a change
is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.
6.4 The takeoff and landing guarantees, and the takeoff portion of the mission
guarantees are based on hard surface, level and dry runways with no wind
or obstacles, no clearway or stopway, 235 mph tires, with anti-skid
operative, and with the Aircraft center of gravity at the most forward
limit unless otherwise specified. The takeoff performance is based on no
engine bleed for air conditioning or thermal anti-icing and the Auxiliary
Power Unit (APU) turned off. The improved climb performance procedure
will be used for takeoff as required. The landing performance is based on
the use of automatic spoilers.
6.5 The climb, cruise and descent portions of the mission guarantees include
allowances for normal power extraction and engine bleed for normal
P.A. No. 1980
<PAGE> 528
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 14
operation of the air conditioning system. Normal electrical power
extraction shall be defined as not less than a 212 kilowatts total
electrical load. Normal operation of the air conditioning system shall be
defined as pack switches in the "Auto" position, the temperature control
switches in the "Auto" position that results in a nominal cabin temperature
of 75degreesF, and all air conditioning systems operating normally. This
operation allows a maximum cabin pressure differential of 8.6 pounds per
square inch at higher altitudes, with a nominal Aircraft cabin ventilation
rate of 7,600 cubic feet per minute including passenger cabin recirculation
(nominal recirculation is 50 percent). The APU is turned off unless
otherwise specified.
6.6 The climb, cruise and descent portions of the mission guarantees are based
on an Aircraft center of gravity location, as determined by Boeing, not to
be aft of 30 percent of the mean aerodynamic chord.
6.7 Performance, where applicable, is based on a fuel Lower Heating Value
(LHV) of 18,580 BTU per pound and a fuel density of 6.70 pounds per U.S.
gallon.
6.8 Sound pressure levels are measured in decibels (dB) referred to the
standard reference pressure of 20 micro Pascals. Overall sound pressure
level (OASPL) is defined to be the sound pressure level for the frequency
range from 45 to 11,200 Hz. Speech interference level (SIL) is defined to
be the arithmetic average of sound pressure levels in the three octave
bands with center frequencies at 1,000, 2,000 and 4,000 Hz. A-weighted
sound level (dBA) is as defined in American National Standards Association
S1.4-1983 for the frequency range from 45 to 11,200 Hz.
6.9 The guarantee for interior sound levels in flight pertains to normal
operation of an Aircraft in cruise during straight and level flight at an
altitude of 35,000 feet at 0.84 Mach number. All BFE galley inserts and
inflight entertainment systems with associated cooling equipment, if any,
will be turned off. The Aircraft shall have a
P.A. No. 1980
<PAGE> 529
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 15
complete interior installation including standard thermal/acoustic
insulation, all lining and partition panels, a full ship set of fabric
upholstered seats and floor covering in the passenger cabin and flight deck
consisting of a carpet. The interior configuration is defined in LOPA
ICX-8183. The procedures used for the measurement of interior sound levels
shall be equivalent to those in SAE ARP 1323.
6.10 The guarantee for ramp sound levels pertains to a parked Aircraft during
in service turn around with the APU, all environmental control system
packs, environmental control system recirculation fans, electronic
equipment cooling fans and vent fans operating, and with the main
propulsion engines not operating. The guarantee for ramp sound levels on
the 20-meter perimeter pertains to sound levels measured on a rectangular
perimeter 20 meters on either side of the Aircraft centerline, 20 meters
forward of the nose of the fuselage and 20 meters aft of the tail of the
fuselage. The aircraft configuration must include the APU exhaust muffler
(4900CG7003). The procedures used for the measurement of ramp sound
levels shall be equivalent to those in SAE ARP 1307.
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3 and 4 shall be based on
the conditions specified in those sections, the Aircraft configuration of
Section 5 and the guarantee conditions of Section 6.
7.2 Compliance with the takeoff guarantee, the takeoff portion of the mission
guarantees, and the community sound level guarantees shall be based on the
FAA approved Airplane Flight Manual for the Model 777-200IGW except that
the takeoff weight used to show compliance with Paragraphs 2.1, 2.3.1, and
2.3.2 may exceed the takeoff weight limit appearing on the Weight
Limitations page in the FAA approved Airplane Flight Manual for the Model
777-200IGW in which case such guarantee
P.A. No. 1980
<PAGE> 530
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 16
compliance shall not be construed as authorizing operation at such a
weight.
7.3 Compliance with the distance portion of the landing guarantee shall be
established by calculations of segment performance based on flight and
ground test data obtained from an aircraft in a configuration similar to
that defined by the Detail Specification.
7.4 Compliance with the ground roll reverser retarding force portion of the
landing guarantee shall be established by calculations of segment
performance based on flight and ground test data obtained from an aircraft
in a configuration similar to that defined by the Detail Specification.
7.5 Compliance with the climb, cruise and descent portions of the mission
guarantees shall be established by calculations based on flight test data
obtained from an aircraft in a configuration similar to that defined by
the Detail Specification.
7.6 Compliance with the takeoff guarantee and the takeoff portion of the
mission guarantee shall not be contingent upon acceptance of a Change
Request, Master Change, Change Order, or other changes to allow operation
at an alternate forward center of gravity limit.
7.7 The OEW used for compliance with the mission guarantees and the maximum
structural payload guarantee shall be the actual MEW plus the Standard and
Operational Items Allowance in Paragraph 3-60-00 of the Detail
Specification.
7.8 Compliance with the Manufacturer's Empty Weight guarantee shall be based
on information in the "Weight and Balance Control and Loading Manual -
Aircraft Report."
7.9 The data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance with
established engineering practices to show compliance with these
guarantees.
P.A. No. 1980
<PAGE> 531
Attachment A to Letter Agreement
No. 6-1162-AKP-111
GE90-90B Engines
Page 17
7.10 Compliance with the guarantees for interior sound levels in flight and
ramp sound levels during ground operation shall be demonstrated by reports
based on a sound level survey on the Customer's Aircraft, a production
777-200 aircraft, or on another aircraft acoustically similar to the
Customer's Aircraft, whichever is available as determined by Boeing.
Compliance will be based on sound level measurements from a representative
number of seats. These sound levels shall be adjusted for sound level
increases resulting from Buyer Furnished Equipment, Boeing Purchased
Equipment, and from changes to the Configuration Specification approved by
the Customer and Boeing or otherwise allowed by the Purchase Agreement.
Compliance with the guarantee for ramp sound levels shall be demonstrated
by Boeing Document D047W211.
7.11 Compliance shall be based on the performance of the airframe and engines
in combination, and shall not be contingent on the engine meeting its
manufacturer's performance specification.
8 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those set
forth in this Attachment.
MODEL 777-200 IGW PERFORMANCE GUARANTEES
TRENT 892 ENGINES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 SOUND LEVELS
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEES
P.A. No. 1980
<PAGE> 532
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 18
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 777- 200 IGW Aircraft with a
maximum takeoff weight of at least 648,000 pounds, a maximum landing
weight of 460,000 pounds, and a maximum zero fuel weight of 430,000
pounds, and equipped with Boeing furnished Trent 892 engines.
2 FLIGHT PERFORMANCE
2.1 TAKEOFF
The FAA approved takeoff field length at a gross weight at the start of
the ground roll of 648,000 pounds, at a temperature of 86 degrees F, at a
sea level altitude, an alternate forward center of gravity limit of 23
percent of the mean aerodynamic chord and using maximum takeoff thrust,
shall not be more than the following guarantee value:
GUARANTEE: 10,500 Feet
2.2 LANDING
The operational landing field length at a gross weight of 460,000 pounds,
at a sea level altitude, on a standard day, using an FAA approved flap
setting, and satisfying the conditions and operating rules defined below,
shall not be more than the following guarantee value:
GUARANTEE: 5,100 Feet
Conditions and operating rules:
The operational landing field length is defined as 115 percent of the
horizontal distance from 50 feet altitude to a complete stop.
The approach speed will be VREF+5 KEAS
The air time from 50 feet altitude to main gear touchdown will be 4.56
seconds.
P.A. No. 1980
<PAGE> 533
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 19
The speed at 50 feet altitude will be defined as the approach speed.
The speed at main gear touchdown will be 98.38 percent of the speed at
50 feet altitude. The speed at brake application will be 97.05
percent of the speed at 50 feet altitude.
The time delays from main gear touchdown will be as follows:
Spoiler actuation 1 seconds
Brake application 1 seconds
Reverse thrust selection 2 seconds
Reversers deployed 4 seconds
The runway condition is wet. The wet runway coefficient of friction
is defined to be 0.200.
The airplane is in the landing configuration throughout.
Reverse thrust application will be consistent with operating
instructions provided by Boeing to the Customer. Reverse thrust
operation with these instructions shall not exceed engine operating
limitations provided by the engine manufacturer to Boeing.
2.3 MISSION
2.3.1 MISSION PAYLOAD
The payload for a stage length of 6,491 nautical miles in still air
(representative of a Dallas / Ft. Worth to Tokyo route) using the
conditions and operating rules defined below, shall not be less than
the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No. 1980
<PAGE> 534
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 20
Conditions and operating rules:
Stage
Length: The stage length is defined as the sum of the distances for the
climbout maneuver, climb, cruise, and descent.
Takeoff: The airport altitude is 603 feet.
The airport temperature is 95 degrees F.
The runway length is 13,400 feet.
An Aircraft center of gravity location of 23 percent of the mean
aerodynamic chord.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA Regulations.
Climbout
Maneuver: Following the takeoff to 35 feet, the Aircraft accelerates to 250
KCAS while climbing to 1,500 feet above the departure airport
altitude and retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the departure airport
altitude to 10,000 feet altitude at 250 KCAS.
The Aircraft then accelerates at a rate of climb of 500 feet per
minute to a climb speed of 316 KCAS.
The climb continues at 316 KCAS until 0.84 Mach number is
reached.
The climb continues at 0.84 Mach number to the initial cruise
altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
P.A. No. 1980
<PAGE> 535
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 21
Cruise: The Aircraft cruises at 0.84 Mach number.
The initial cruise altitude is 31,000 feet.
A step climb or multiple step climbs of 4,000 feet altitude may
be used when beneficial to minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise thrust except
during a step climb when maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise altitude at 250 KCAS
to an altitude of 1,500 feet above the destination airport
altitude.
Throughout the descent, the cabin pressure will be controlled to
a maximum rate of descent equivalent to 300 feet per minute at
sea level.
The temperature is standard day during descent.
Approach
and Landing
Maneuver: The Aircraft decelerates to the final approach speed while
extending landing gear and flaps, then descends and lands.
The destination airport altitude is 139 feet.
Fixed
Allowances: For the purpose of this guarantee and for the purpose of
establishing compliance with this guarantee, the following shall
be used as fixed quantities and allowances:
P.A. No. 1980
<PAGE> 536
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 22
Taxi-out:
Fuel 900 Pounds
Time 0.250 Hours
Takeoff and Climbout Maneuver:
Fuel 1,925 Pounds
Distance 4.8 Nautical Miles
Approach and Landing Maneuver:
Fuel 560 Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel 480 Pounds
Time 0.133 Hours
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.3.2 MISSION BLOCK FUEL
The block fuel for a stage length of 6,491 nautical miles in still air
(representative of a Dallas / Ft. Worth to Tokyo route) with a
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] pound payload using the conditions and operating rules
defined below, shall not be more than the following guarantee value:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P.A. No. 1980
<PAGE> 537
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 23
Conditions and operating rules are the same as Paragraph 2.3.1 except
as follows:
Block Fuel: The block fuel is defined as the sum of the fuel
used for taxi-out, takeoff and climbout maneuver,
climb, cruise, descent, approach and landing
maneuver, and taxi-in.
Takeoff: The airport altitude is 603 feet.
The takeoff gross weight is not limited by the airport
conditions.
Fixed
Allowances: For the purpose of this guarantee and for the purpose
of establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Operational Empty Weight, OEW (Paragraph 2.3.4):
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] Pounds
Takeoff and Climbout Maneuver:
Fuel 1,900 Pounds
Distance 4.6 Nautical Miles
Usable reserve fuel remaining upon completion of the
approach and landing maneuver: [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] Pounds
2.3.3 OPERATIONAL EMPTY WEIGHT BASIS
The Operational Empty Weight (OEW) derived in Paragraph 2.3.4 is the
basis for the mission guarantees of Paragraphs 2.3.1 and 2.3.2.
2.3.4 777-200 IGW WEIGHT SUMMARY - AMERICAN AIRLINES
<TABLE>
<CAPTION>
Pounds
------
<S> <C>
Standard Model Specification MEW 280,300
Configuration Specification D019W004 Rev. A
dated 29 February 1996
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
</TABLE>
P.A. No. 1980
<PAGE> 538
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 24
<TABLE>
<S> <C>
Changes for: American Airlines
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
</TABLE>
<TABLE>
<CAPTION>
Quantity Pounds Pounds
<S> <C> <C> <C>
* Seat Weight Included: #
</TABLE>
- ---------------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.3.5 STANDARD AND OPERATIONAL ITEMS ALLOWANCE
<TABLE>
<CAPTION>
Qty Pounds Pounds Pounds
<S> <C> <C> <C> <C>
Standard Items Allowance 7,377
Unusable Fuel 625
Oil 175
Oxygen Equipment 70
Passenger Portable 10 70
</TABLE>
P.A. No. 1980
<PAGE> 539
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 25
<TABLE>
<S> <C> <C> <C> <C>
Miscellaneous Equipment 72
First Aid Kits 4 12
Crash Axe 1 3
Megaphones 2 7
Flashlights 13 18
Fire Gloves 1 1
Smoke Goggles 4 1
Smoke Hoods 6 30
Galley Structure & Fixed
Inserts 6,435
Operational Items Allowance #
Crew and Crew Baggage 2,030
Flight Crew 2 430
Cabin Crew 10 1,600
Catering Allowance (2.5 meals) #
First Class # #
Business Class # #
Economy Class # #
Passenger Service Equipment 1,956
Potable Water - 172 Gallons 1,434
Waste Tank Disinfectant 150
Emergency Equipment 1,980
Slide Rafts 8 1,512
# # #
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Locator Transmitter 2 7
Cargo System #
Fwd LD-3 Containers # #
Aft LD-3 Containers # #
Total Standard and Operational Items Allowance #
</TABLE>
- -----------
# [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2.3.6 AMERICAN AIRLINES LOPA 777-200 IGW ICX-8183
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
P.A. No. 1980
<PAGE> 540
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 26
3 MANUFACTURER'S EMPTY WEIGHT
3.1 The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed the
value in Section 3-60-00 of Detail Specification D019W004 plus one
percent.
3.2 The maximum structural payload, as represented by the maximum design zero
fuel weight minus the OEW (based on the American Airlines weight
allowances derived in Paragraph 2.3.4) shall not be less than the
following guarantee value:
NOMINAL: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
TOLERANCE: SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
GUARANTEE: CONFIDENTIAL TREATMENT.]
4 SOUND LEVELS
4.1 COMMUNITY SOUND LEVELS
The Aircraft shall be certified in accordance with Stage 3 requirements of
FAR Part 36, essentially equivalent to ICAO Annex 16, Volume 1, Chapter 3.
4.2 INTERIOR SOUND LEVELS IN FLIGHT
The sound level at the head position of a seated pilot or passenger during
cruise shall not be more than the following guarantee value:
Overall Sound Pressure Levels OASPL
-----
Pilot's Inboard Ear NOMINAL: 77 dB
TOLERANCE: +3 dB
GUARANTEE: 80 dB
Passenger Aisle Seats NOMINAL: 82 dB
Forward of Station 620 TOLERANCE: +3 dB
GUARANTEE: 85 dB
Passenger Aisle Seats NOMINAL: 86 dB
At Station 804 and TOLERANCE: +3 dB
Aft to Station 1250 GUARANTEE: 89 dB
P.A. No. 1980
<PAGE> 541
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 27
Passenger Aisle Seats NOMINAL: 92 dB
At Station 1300 and Aft TOLERANCE: +2 dB
GUARANTEE: 94 dB
Speech Interference Levels
SIL
---
Pilot's Inboard Ear NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
Passenger Aisle Seats NOMINAL: 64 dB
TOLERANCE: +3 dB
GUARANTEE: 67 dB
4.3 RAMP SOUND LEVELS
The sound level at ramp locations during aircraft ground operation shall
not be more than the following guarantee value:
A-weighted Sound Levels dBA
---
Forward and Aft NOMINAL: 81 dBA
Cargo Doors TOLERANCE: +2 dBA
GUARANTEE: 83 dBA
Passenger Entry Doors NOMINAL: 77 dBA
(left side) TOLERANCE: +2 dBA
GUARANTEE: 79 dBA
P.A. No. 1980
<PAGE> 542
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 28
Underwing Fueling NOMINAL: 78 dBA
Locations TOLERANCE: +2 dBA
GUARANTEE: 80 dBA
20-meter perimeter NOMINAL: 86 dBA
(with APU Exhaust TOLERANCE: +2 dBA
Muffler 4900CG7003) GUARANTEE: 88 dBA
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based on the Aircraft
configuration as defined in Revision A of Detail Specification D019W004
(hereinafter referred to as the Detail Specification). Appropriate
adjustment shall be made for changes in such Detail Specification approved
by the Customer and Boeing or otherwise allowed by the Purchase Agreement
which cause changes to the flight performance, sound levels, and/or weight
and balance of the Aircraft. Such adjustment shall be accounted for by
Boeing in its evidence of compliance with the guarantees.
5.2 The guarantee payload of Paragraph 2.3.1 and the Maximum Structural
Payload guarantee of Paragraph 3.2 will be adjusted by Boeing for the
effect of the following on OEW and the Manufacturer's Empty Weight
guarantee of Paragraph 3.1 will be adjusted by Boeing for the following in
its evidence of compliance with the guarantees:
(1) Changes to the Detail Specification including Change Requests,
Master Changes, Change Orders or any other changes mutually agreed upon
between the Customer and Boeing or otherwise allowed by the Purchase
Agreement.
(2) The difference between the component weight allowances given in
Appendix IV of the Detail Specification and the actual weights.
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and
P.A. No. 1980
<PAGE> 543
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 29
specified variations therefrom; altitudes are pressure altitudes.
6.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, the 777-200 Certification Basis regulations specified
in the Type Certificate Data Sheet T-00001SE, Revision 4, dated April 18,
1996.
6.3 In the event a change is made to any law, governmental regulation or
requirement, or in the interpretation of any such law, governmental
regulation or requirement that affects the certification basis for the
Aircraft as described in Paragraph 6.2, and as a result thereof, a change
is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.
6.4 The takeoff and landing guarantees, and the takeoff portion of the mission
guarantees are based on hard surface, level and dry runways with no wind
or obstacles, no clearway or stopway, 235 mph tires, with anti-skid
operative, and with the Aircraft center of gravity at the most forward
limit unless otherwise specified. The takeoff performance is based on no
engine bleed for air conditioning or thermal anti-icing and the Auxiliary
Power Unit (APU) turned off. The improved climb performance procedure
will be used for takeoff as required. The landing performance is based on
the use of automatic spoilers.
6.5 The climb, cruise and descent portions of the mission guarantees include
allowances for normal power extraction and engine bleed for normal
operation of the air conditioning system. Normal electrical power
extraction shall be defined as not less than a 212 kilowatts total
electrical load. Normal operation of the air conditioning system shall be
defined as pack switches in the "Auto" position, the temperature control
switches in the "Auto" position that results in a nominal cabin
temperature of 75 degrees F, and all air conditioning systems operating
normally. This
P.A. No. 1980
<PAGE> 544
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 30
operation allows a maximum cabin pressure differential of 8.6 pounds per
square inch at higher altitudes, with a nominal Aircraft cabin ventilation
rate of 7,600 cubic feet per minute including passenger cabin
recirculation (nominal recirculation is 50 percent). The APU is turned
off unless otherwise specified.
6.6 The climb, cruise and descent portions of the mission guarantees are based
on an Aircraft center of gravity location, as determined by Boeing, not to
be aft of 30 percent of the mean aerodynamic chord.
6.7 Performance, where applicable, is based on a fuel Lower Heating Value
(LHV) of 18,580 BTU per pound and a fuel density of 6.70 pounds per U.S.
gallon.
6.8 Sound pressure levels are measured in decibels (dB) referred to the
standard reference pressure of 20 micro Pascals. Overall sound pressure
level (OASPL) is defined to be the sound pressure level for the frequency
range from 45 to 11,200 Hz. Speech interference level (SIL) is defined to
be the arithmetic average of sound pressure levels in the three octave
bands with center frequencies at 1,000, 2,000 and 4,000 Hz. A-weighted
sound level (dBA) is as defined in American National Standards Association
S1.4-1983 for the frequency range from 45 to 11,200 Hz.
6.9 The guarantee for interior sound levels in flight pertains to normal
operation of an Aircraft in cruise during straight and level flight at an
altitude of 35,000 feet at 0.84 Mach number. All BFE galley inserts and
inflight entertainment systems with associated cooling equipment, if any,
will be turned off. The Aircraft shall have a complete interior
installation including standard thermal/acoustic insulation, all lining
and partition panels, a full ship set of fabric upholstered seats and
floor covering in the passenger cabin and flight deck consisting of a
carpet. The interior configuration is defined in LOPA ICX-8183. The
procedures used for the measurement of interior sound levels shall be
equivalent to those in SAE ARP 1323.
P.A. No. 1980
<PAGE> 545
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 31
6.10 The guarantee for ramp sound levels pertains to a parked Aircraft during
in service turn around with the APU, all environmental control system
packs, environmental control system recirculation fans, electronic
equipment cooling fans and vent fans operating, and with the main
propulsion engines not operating. The guarantee for ramp sound levels on
the 20-meter perimeter pertains to sound levels measured on a rectangular
perimeter 20 meters on either side of the Aircraft centerline, 20 meters
forward of the nose of the fuselage and 20 meters aft of the tail of the
fuselage. The aircraft configuration must include the APU exhaust muffler
(4900CG7003). The procedures used for the measurement of ramp sound
levels shall be equivalent to those in SAE ARP 1307.
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3 and 4 shall be based on
the conditions specified in those sections, the Aircraft configuration of
Section 5 and the guarantee conditions of Section 6.
7.2 Compliance with the takeoff guarantee, the takeoff portion of the mission
guarantees, and the community sound level guarantees shall be based on the
FAA approved Airplane Flight Manual for the Model 777-200IGW except that
the takeoff weight used to show compliance with Paragraphs 2.1, 2.3.1, and
2.3.2 may exceed the takeoff weight limit appearing on the Weight
Limitations page in the FAA approved Airplane Flight Manual for the Model
777-200IGW in which case such guarantee compliance shall not be construed
as authorizing operation at such a weight.
7.3 Compliance with the distance portion of the landing guarantee shall be
established by calculations of segment performance based on flight and
ground test data obtained from an aircraft in a configuration similar to
that defined by the Detail Specification.
P.A. No. 1980
<PAGE> 546
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 32
7.4 Compliance with the ground roll reverser retarding force portion of the
landing guarantee shall be established by calculations of segment
performance based on flight and ground test data obtained from an aircraft
in a configuration similar to that defined by the Detail Specification.
7.5 Compliance with the climb, cruise and descent portions of the mission
guarantees shall be established by calculations based on flight test data
obtained from an aircraft in a configuration similar to that defined by
the Detail Specification.
7.6 Compliance with the takeoff guarantee and the takeoff portion of the
mission guarantee shall not be contingent upon acceptance of a Change
Request, Master Change, Change Order, or other changes to allow operation
at an alternate forward center of gravity limit.
7.7 The OEW used for compliance with the mission guarantees and the maximum
structural payload guarantee shall be the actual MEW plus the Standard and
Operational Items Allowance in Paragraph 3-60-00 of the Detail
Specification.
7.8 Compliance with the Manufacturer's Empty Weight guarantee shall be based
on information in the "Weight and Balance Control and Loading Manual -
Aircraft Report."
7.9 The data derived from tests shall be adjusted as required by conventional
methods of correction, interpolation or extrapolation in accordance with
established engineering practices to show compliance with these
guarantees.
7.10 Compliance with the guarantees for interior sound levels in flight and
ramp sound levels during ground operation shall be demonstrated by reports
based on a sound level survey on the Customer's Aircraft, a production
777-200 aircraft, or on another aircraft acoustically similar to the
Customer's Aircraft, whichever is available as determined by Boeing.
Compliance will be based on sound level measurements from a representative
P.A. No. 1980
<PAGE> 547
Attachment A to Letter Agreement
No. 6-1162-AKP-111
Trent 892 Engines
Page 33
number of seats. These sound levels shall be adjusted for sound level
increases resulting from Buyer Furnished Equipment, Boeing Purchased
Equipment, and from changes to the Configuration Specification approved by
the Customer and Boeing or otherwise allowed by the Purchase Agreement.
Compliance with the guarantee for ramp sound levels shall be demonstrated
by Boeing Document D047W211.
7.11 Compliance shall be based on the performance of the airframe and engines
in combination, and shall not be contingent on the engine meeting its
manufacturer's performance specification.
8 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those set
forth in this Attachment.
P.A. No. 1980
<PAGE> 548
6-1162-AKP-112
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1980 between The Boeing Company
and American Airlines, Inc. relating to Model
777-223IGW 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. 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
Purchase Agreement.
<PAGE> 549
American Airlines, Inc.
6-1162-AKP-112 Page 2
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
Attachments
<PAGE> 550
Attachment A to
6-1162-AKP-112
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
<PAGE> 551
Attachment B to
6-1162-AKP-112
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
<PAGE> 552
P.A. No. 1980
6-1162-AKP-113
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: 777 Miscellaneous Commitments
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW 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.
[CONFIDENTIAL MATERIAL 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 or the Purchase Agreement.
P.A. No. 1980
<PAGE> 553
American Airlines, Inc.
6-1162-AKP-113 Page 2
Very truly yours,
THE BOEING COMPANY
By
--------------------------------
Its Attorney-In-Fact
--------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------
AMERICAN AIRLINES, INC.
By
--------------------------------
Its
-------------------------------
P.A. No. 1980
<PAGE> 554
6-1162-AKP-114
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Installation of Cabin Systems Equipment
Reference: Purchase Agreement No. 1980 between The Boeing
Company and American Airlines, Inc. relating to Model
777-223IGW 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.
Customer desires Boeing to install in the Aircraft the inflight 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's responsibilities:
1.1.1 Provide Customer's IFE/CCS system requirements to Boeing;
1.1.2 Select the IFE/CCS suppliers (Vendors) from among those
suppliers identified in the Change Requests listed in Attachment A to this
Letter Agreement (Customer has selected such Vendors as of the date of this
Letter Agreement);
P.A. No. 1980
<PAGE> 555
American Airlines,Inc.
6-1162-AKP-114 Page 2
1.1.3 Promptly after selecting Vendors, participate with Boeing
in meetings with Vendors to ensure that Vendor's functional system
specifications meet Customer's and Boeing's respective requirements;
1.1.4 Select Vendor part numbers and provide such part numbers
to Boeing by as soon as reasonably possible following Vendor selection (Customer
has selected such part numbers as of the date of this Letter Agreement);
1.1.5 Negotiate and obtain agreements on product assurance,
product support following Aircraft delivery (including spares support), and any
other terms desirable to Customer in its own discretion directly with Vendors;
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 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] to 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 (in form and substance
reasonably satisfactory to Boeing) 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 in a timely manner:
1.2.1 Responsibly perform the functions of Project Manager in
accordance with the terms of this Letter Agreement and Attachment B;
1.2.2 Provide Aircraft interface requirements to Vendors as
specified in Boeing Document D6-36440, "Standard Cabin Systems Requirements
Document" (SCSRD) and as specified in Section 3.A of Attachment B;
1.2.3 Assist Vendors in the development of their IFE/CCS system
specifications and approve such specifications;
P.A. No. 1980
<PAGE> 556
American Airlines,Inc.
6-1162-AKP-114 Page 3
1.2.4 Negotiate terms and conditions (except for price, product
assurance, product support following Aircraft delivery and any other terms
desirable to Customer in its own discretion) and enter into contracts with
Vendors and manage such contracts for the IFE/CCS;
1.2.5 Coordinate the resolution of technical issues with
Vendors;
1.2.6 Ensure that at time of Aircraft delivery the IFE/CCS
configuration and functionality meets the requirements of the Detail
Specification including all Change Requests contained in Attachment A to this
Letter Agreement as such Attachment A may be amended from time to time;
1.2.7 Prior to or at delivery of the applicable Aircraft, obtain
FAA certification of the Aircraft with the IFE/CCS installed therein, including
the Systems Software identified in Section 2.1 of this Letter Agreement; and
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
2. Software.
IFE/CCS systems may contain software of the following two types:
2.1 The software required to operate and certify the IFE/CCS
systems on the Aircraft is the Systems Software and it is considered a part of
the IFE/CCS for purposes of this Letter Agreement.
2.2 The software accessible to the Aircraft passengers and cabin crews
which controls Customer's specified optional features is Customer's Software and
it is not a part of the IFE/CCS for purposes of this Letter Agreement.
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 Section 1.2 above, nor the Project
Manager's functions described in Attachment B, for Customer's Software.
P.A. No. 1980
<PAGE> 557
American Airlines,Inc.
6-1162-AKP-114 Page 4
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. Notwithstanding the preceding
sentence, Boeing will, however, 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 Vendor have entered into a contract for the purchase
of the IFE/CCS, changes to such contract may only be made by Boeing; provided,
however, that such changes will be made with the prior consent of Customer.
Notwithstanding the foregoing, Customer may request changes at any time. Any
such Customer request for changes to the IFE/CCS specification after the
Boeing/Vendor 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 Vendor to
incorporate such change into the contract for the IFE/CCS. Any Vendor price
increase resulting from such a change will be negotiated between Customer and
Vendor.
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 (or
such longer period of time as may be mutually agreed in writing) 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 Section 5 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 Change Request
contained in Attachment A to this Letter Agreement.
P.A. No. 1980
<PAGE> 558
American Airlines,Inc.
6-1162-AKP-114 Page 5
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
3.5 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
4. Exhibits B and C to the AGTA.
IFE/CCS is deemed to be BFE for the purposes of the Product Assurance
Document and the Customer Support Document.
5. Remedies.
5.1 If Customer does not comply with any of its material
obligations set forth herein, Boeing will provide to Customer written notice of
such non-compliance and in the event Customer has not cured such non-compliance
by the date of compliance (which shall be a reasonable period of time in
Boeing's reasonable judgment) provided in such notice, then Boeing may:
5.1.1 to the extent that such delay is attributable to such
non-compliance, take the following steps:
5.1.1.1 delay delivery of the Aircraft pursuant to
the provisions of Article 7, "Excusable Delay", of the AGTA; or
5.1.1.2 deliver the Aircraft without part or all of
the IFE/CCS installed, or with part or all of the IFE/CCS inoperative
(notwithstanding the provisions of Section 3.1 of the AGTA and even though such
IFE/CCS is required in order to obtain certification of such Aircraft in
accordance with such provisions), in either event Boeing shall be relieved of
all obligations to install or certify such IFE/CCS; and
5.1.2 also increase the Aircraft Price by the amount of Boeing's
additional costs to the extent attributable to such noncompliance (except such
cost increase shall not include any such costs Boeing has recovered from any
Vendors involved), provided, however, Boeing will use best reasonable efforts to
mitigate such costs. Notwithstanding the preceding sentence, Boeing has no
obligation to recover costs from Vendors.
P.A. No. 1980
<PAGE> 559
American Airlines,Inc.
6-1162-AKP-114 Page 6
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. Advance Payments.
6.1 An estimated price for the IFE/CCS purchased by Boeing will be
included in the Aircraft Advance Payment Base Price to establish the Advance
Payments for each Aircraft.
6.2 The Aircraft Price will include the actual IFE/CCS prices and any
associated transportation costs charged Boeing by Vendors.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
8. Customer's Indemnification of Boeing.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
9. 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 Purchase Agreement.
P.A. No. 1980
<PAGE> 560
American Airlines,Inc.
6-1162-AKP-114 Page 7
Very truly yours,
THE BOEING COMPANY
By
------------------------------
Its Attorney-In-Fact
----------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
--------------------
AMERICAN AIRLINES, INC.
By
------------------------------
Its
----------------------------
Attachments
P.A. No. 1980
<PAGE> 561
Attachment A to
6-1162-AKP-114
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. No. 1980
<PAGE> 562
Attachment B to
6-1162-AKP-114
Page 1
ATTACHMENT B
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 Vendor's program management and
developmental plans;
C. Defining program metrics and status requirements;
D. Scheduling and conducting (including notifying Customer of)
(i) program status reviews and (ii) meetings to discuss any
changes, at intervals mutually agreed to by Boeing and
Customer. Customer will have the right to attend such status
meetings between Boeing and Vendor regarding the Aircraft;
E. Scheduling and conducting design and schedule reviews with
Customer and Vendors;
F. Monitoring compliance with schedules;
G. Evaluating and approving any recovery plans or plan
revisions which may be required of either Vendors 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.
P.A. No. 1980
<PAGE> 563
Attachment B to
Letter Agreement No. 6-1162-AKP-114
Page 2
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 Vendors in defining their system
specifications for the IFE/CCS, approve such specifications
and develop an overall system functional specification;
B. Coordinate Boeing, Customer and Vendor teams to ensure
sufficient Vendor and Vendor 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 Vendors 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 Vendors. 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 Vendors 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 Vendors will assist the seat suppliers in the
preparation of seat assembly functional test plans.
P.A. No. 1980
<PAGE> 564
6-1162-AKP-115
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Component and System Reliability Commitments
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW 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. Component Reliability Mean Time Between Unscheduled Removal (MTBUR)
and Mean Time Between Failure (MTBF) Program For Specified Components
Manufactured To Boeing's Detailed Design.
1.1 Scope.
1.1.1 Program Term.
The Component Reliability MTBUR and MTBF
Program as set forth herein (the Program) will be, with respect to each
Specified Component (as hereinafter defined), in effect for a term of five (5)
consecutive years after delivery of the first Model 777 aircraft by Boeing to
any customer in which the first of each such Specified Component is installed
(the Program Term). Except as otherwise provided herein, all provisions of the
Program and Boeing's obligations hereunder will terminate, with respect to each
Specified Component, at the end of the last day of the Program Term applicable
to each such Component.
1.1.2 Covered Aircraft.
The Program will apply to any Specified
Component installed in any Aircraft operated by Customer (the Covered Aircraft)
during the Program Term.
P.A. No. 1980
<PAGE> 565
1.2 Definitions.
For purposes of the Program, the following definitions
will apply:
1.2.1 "BITE" means Built-In-Test Equipment.
1.2.2 "Chargeable Unscheduled Removal" for any
Specified Component means the removal of such Component from a Covered Aircraft
during any Reporting Period or Special Reporting Period for such Component due
to a known or suspected malfunction or defect, including a removal made in
response to BITE. However, the unscheduled removal of a Specified Component
will not constitute a Chargeable Unscheduled Removal in any of the following
events:
(a) The removal of the Specified Component
is caused by any operation, service or maintenance of such Component, the
Covered Aircraft or a system in which such Component is installed which is not
in accordance with Boeing's applicable written instructions, unless Customer
can establish that such operation, service or maintenance is in accordance with
recognized standards for commercial air carriers;
(b) The removal is for maintenance
convenience;
(c) The removal is for purposes of
condition analysis, other than any removals that are determined to be otherwise
covered by this Letter Agreement;
(d) The removal is due to a cause which is
incidental to or a consequence of a failure of another part;
(e) Prior to such removal, a remedy for
the cause for such removal has been offered to Customer in writing by Boeing
and Customer has not accomplished such remedy within the time period set forth
in Section 1.6.1 herein; or
(f) The removal is caused by Customer's
failure to repair or replace all faulty component parts of the Specified
Component when performing service or maintenance on such Component.
1.2.3 "Customer's Fleet" or "Fleet" means all
Covered Aircraft operated by Customer during any Reporting Period or Special
Reporting Period.
P.A. No. 1980
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American Airlines, Inc.
6-1162-AKP-115 Page 3
1.2.4 "Fleet Achieved MTBF" or "Fleet Achieved
MTBUR" for any Specified Component during any Reporting Period or Special
Reporting Period for such Component is the value obtained by use of the
following formula:
<TABLE>
<S> <C>
Fleet Achieved MTBF = Fleet Component Hours
or ---------------------
Fleet Achieved MTBUR Fleet Verified Failures or Fleet
Unscheduled Removals, respectively
</TABLE>
1.2.5 "Fleet Component Hours" for any Specified
Component are the total Fleet flying hours (Covered Aircraft takeoff to
touchdown) during any Reporting Period or Special Reporting Period for such
Component multiplied by the number of such Components per Covered Aircraft.
1.2.6 "Fleet Verified Failures" or "Fleet
Unscheduled Removals" for any Specified Component are the total number of
Verified Failures or Chargeable Unscheduled Removals, respectively, of such
Component experienced by a Fleet during any Reporting Period or Special
Reporting Period for such Component.
1.2.7 "MTBF Deficiency" or "MTBUR Deficiency" for
any Specified Component occurs when, for any Reporting Period for such
Component, four (4) or more Verified Failures or four (4) or more Chargeable
Unscheduled Removals are experienced and the Fleet Achieved MTBF or Fleet
Achieved MTBUR for such Reporting Period is less than the "Target Critical
Value" with respect to such Component, as determined by the procedure in
Section 1.7 herein.
1.2.8 "Special MTBF Deficiency" or "Special MTBUR
Deficiency" for any Specified Component occurs when, for any Special Reporting
Period for such Component, three (3) or more Verified Failures or Chargeable
Unscheduled Removals are experienced and Fleet Achieved MTBF or Fleet Achieved
MTBUR for such Component during such Special Reporting Period does not exceed
50% percent of the MTBF or MTBUR Target for such Component.
1.2.9 "MTBUR Target" or "MTBF Target" for any
Specified Component will be the applicable value specified for such Component
in Section 1.9 herein.
1.2.10 "Reporting Period" for each Specified
Component in a Fleet will be the number of consecutive months, including the
month immediately preceding the month of any report furnished by Customer
hereunder, during which at least four (4) Verified Failures or Chargeable
Unscheduled Removals have occurred. The initial Reporting Period will commence
on the first
P.A. No. 1980
<PAGE> 567
American Airlines, Inc.
6-1162-AKP-115 Page 4
day of the first full calendar month following the date Customer's first
Covered Aircraft is delivered.
1.2.11 "Special Reporting Period" for each
Specified Component in a Fleet will be the number of consecutive months,
including the month immediately preceding the month of any report furnished by
Customer hereunder, wherein (i) at least three (3) Verified Failures or
Chargeable Unscheduled Removals of such Component occur and (ii) no more than
three (3) Covered Aircraft are operated by Customer during such period.
1.2.12 "Specified Component" or "Component" means
any part identified in Section 1.9 herein or any later configurations thereof
installed on a Covered Aircraft or sold by Boeing to Customer as a spare part
during the Program Term.
1.2.13 "Turnaround-Time" for each Specified
Component during any Reporting Period or Special Reporting Period is the
average time in calendar days consumed in the receiving, inspection, test,
repair, modification, replacement, packaging and shipping preparation necessary
to confirm or restore the serviceability of all such Components experiencing a
Chargeable Unscheduled Removal or Verified Failure which are removed and
processed during such Reporting Period or Special Reporting Period. Specific
Turnaround-Time periods are defined as follows:
(a) For Specified Components processed by
Boeing, the Turnaround-Time will start on the date on which both the Component
and Customer's return order or claim pertaining to such Component have been
received by Boeing and will end on the date the serviceable or replacement
Component is shipped by Boeing to Customer (which shall be fifteen (15)
calendar days), plus a maximum of five (5) days transportation time for return
shipment from Boeing to Customer. Boeing will use the most expeditious method
of transportation, including air shipment, to the maximum extent practicable.
(b) For Specified Components processed by
Customer, the average Turnaround-Time will not exceed a period beginning with
the date of removal of the Specified Component and ending fifteen (15) calendar
days after such date, unless a longer period is (i) justified due to a delay by
Boeing in providing parts required to repair or modify such Specified
Components or (ii) established by agreement between Boeing and Customer.
1.2.14 "Verified Failure" for any Specified
Component means an unscheduled removal of such Component from a Fleet during
any Reporting Period or Special Reporting Period due to a failure in such
Component where such failure is the primary cause for removal and is
subsequently confirmed by Boeing's approved shop test, investigative processes,
inspection findings or
P.A. No. 1980
<PAGE> 568
American Airlines, Inc.
6-1162-AKP-115 Page 5
BITE failure confirmation records. However, the unscheduled removal of a
Specified Component due to a failure of such Component will not constitute a
"Verified Failure" in any of the following events:
(a) The failure of such Specified
Component is caused by any operation, service or maintenance of such Component,
the Covered Aircraft or a system in which such Component is installed which is
not in accordance with Boeing's applicable written instructions, unless
Customer can establish that such operation, service, maintenance or overhaul is
in accordance with recognized standards for commercial air carriers;
(b) The failure of the Specified Component
is due to a cause which is incidental to or a consequence of a failure of
another part;
(c) Prior to such failure a remedy for
such failure has been offered to Customer and Customer has not accomplished
such remedy within the time period set forth in Section 1.6.1 herein; or
(d) The failure is caused by Customer's
failure to repair or replace all faulty or discrepant component parts of the
Specified Component when performing service or maintenance on such Component.
1.3 Remedies.
1.3.1 If Customer notifies Boeing within one
hundred twenty (120) days after completion of the most recent Reporting Period
or Special Reporting Period with respect to any Specified Component that an
MTBUR Deficiency or an MTBF Deficiency exists or that a Special MTBUR
Deficiency or Special MTBF Deficiency for such Specified Component for such
Period exists; then Boeing will:
(a) Upon Customer's request, promptly
provide technical assistance and recommendations to Customer of the type and
extent which Boeing determines in its reasonable opinion is appropriate for
correcting such Deficiency;
(b) Promptly investigate the circumstances
and possible causes of any such Deficiency, and, if such investigation
indicates a design review is appropriate, promptly initiate a review of the
design of such Component and, if redesign is practicable, promptly redesign
such Component. If such redesign requires modification of deficient Specified
Components, Boeing will promptly either (i) modify such deficient Components at
no charge to Customer or (ii) provide retrofit kits required to accomplish such
modification at no-charge to Customer and reimburse Customer for the direct
labor costs to incorporate such retrofit kits. Boeing's reimbursement amount
will not exceed
P.A. No. 1980
<PAGE> 569
American Airlines, Inc.
6-1162-AKP-115 Page 6
Boeing's reasonable estimate of the labor hours required therefor by Customer,
using the warranty labor reimbursement agreement then in effect between Boeing
and Customer; and
(c) Upon Customer's request, promptly
provide to Customer on a no-charge loan basis the quantity of additional spare
Specified Components, or component systems thereof, determined by the formula
set forth in Section 1.8 herein. Such spare Specified Component(s) will be in
a new or used-serviceable condition.
1.3.2 Upon receipt of each subsequent monthly
report submitted by Customer pursuant to Section 1.5.2 herein, Boeing will
monitor the Fleet Achieved MTBUR and/or Fleet Achieved MTBF with respect to the
deficient Specified Component and, depending on the reliability performance of
such Component, either (i) if a Deficiency continues to exist, and at
Customer's request, promptly furnish any additional spare Component(s)
available to Customer under the terms of the Program or (ii) if a Deficiency no
longer exists and subject to separate agreement between Customer and Boeing,
Boeing will:
(a) sell such loaned spare Component(s) to
Customer as additional follow-on spare parts, and/or
(b) arrange for the incorporation of such
loaned spare Component(s) in one or more of Customer's follow-on Aircraft.
If Customer and Boeing cannot reach agreement on either alternative
1.3.2(a) or 1.3.2(b) above, Customer will be responsible for the return
promptly after notice from Boeing to Customer of such failure to agree to
Boeing of any spare Component(s) loaned hereunder.
1.4 Extended Remedies.
Notwithstanding the expiration of the Program Term for
any Specified Component, if an MTBUR Deficiency, Special MTBUR Deficiency, MTBF
Deficiency or Special MTBF Deficiency exists with regard to such Specified
Component on such expiration date, and Customer notifies Boeing of such
Deficiency within one hundred twenty (120) days after such date, Boeing will
either:
1.4.1 Extend the Program for such Specified
Component until such Deficiency is corrected, in which case the provisions of
Section 1.3 herein will remain in full force and effect with respect to such
Specified Component, or
P.A. No. 1980
<PAGE> 570
American Airlines, Inc.
6-1162-AKP-115 Page 7
1.4.2 Negotiate in good faith with Customer to
reach a mutually agreeable settlement regarding such Deficiency.
1.5. Administrative Requirements.
1.5.1 If no MTBUR Deficiency, Special MTBUR
Deficiency, MTBF Deficiency or Special MTBF Deficiency exists with respect to a
Specified Component for any Reporting Period, or, if applicable, Special
Reporting Period, no reports need be filed. If a Deficiency is being claimed,
the reports identified in Section 1.5.2 below covering the Reporting Period or
Special Reporting Period during which such Deficiency occurred will accompany
such claim.
1.5.2 After such a Deficiency has been claimed or
when any remedies, as set forth in Section 1.3 herein, are being provided to
Customer, Customer will provide monthly reports to Boeing. Such reports will
include the calculation of the Fleet Achieved MTBUR or Fleet Achieved MTBF for
the most recently completed Reporting Period or, if applicable, Special
Reporting Period (which will include the same number of months in the Reporting
Period or Special Reporting Period initially selected by Customer pursuant to
Section 1.2.10 or 1.2.11 herein for the Specified Component involved) and will
be submitted to Boeing within thirty (30) days after the last day of each
successive month.
1.5.3 Upon request, Customer will submit to
Boeing adequate proof that any removal of a Specified Component for a reason
claimed by Customer to constitute a Chargeable Unscheduled Removal or Verified
Failure does in fact constitute such Removal or such Failure. Customer will
afford Boeing a reasonable opportunity to investigate the cause of any claimed
Deficiency and will provide such additional information as is reasonably
necessary to monitor the Program or to investigate any claimed Deficiency.
Customer records supporting such reports and any additional pertinent
information related thereto will be maintained for a minimum of one (1) year
after submittal of the report or related information. All such records and any
other data in Customer's possession reasonably required for the proper
administration of the Program will, upon request, be made available at
Customer's facilities for examination by Boeing.
1.5.4 All reports submitted to Boeing will be
addressed to the attention of Boeing's Product Assurance Regional Manager at
Renton, Washington.
1.6. Conditions and Limitations.
1.6.1 If, to improve the Fleet Achieved MTBUR or
Fleet Achieved MTBF for a Specified Component, Boeing provides service
bulletins,
P.A. No. 1980
<PAGE> 571
American Airlines, Inc.
6-1162-AKP-115 Page 8
service letters or other written instructions (instructions) or offers
no-charge retrofit kits (kits) pertaining to such Component, Customer will
accomplish such instructions or install such kits within a period of three
hundred sixty-five (365) days after availability of such instructions or kits
at Customer's facility or such longer period as may be established by mutual
agreement between Boeing and Customer in their reasonable discretion. In the
event that Customer requests in writing an extension beyond three hundred
sixty-five (365) days, Boeing will not unreasonably withhold its agreement to
such an extension. If Customer does not accomplish the instructions or install
the kits within the time periods indicated, all removals of Specified
Components affected by such instructions or kits which occur after expiration
of such time periods and prior to accomplishment by Customer of such
instructions or kits on all affected Specified Components in Customer's
possession will be excluded from the calculations which determine whether or
not remedies are available under the Program.
1.6.2 The Program is not a warranty or an
agreement to modify any Specified Component to conform to new developments in
the state of design or manufacturing art. Boeing's sole obligations under the
Program and Customer's sole remedy and relief for all matters arising under or
by virtue of the Program will be as set forth herein. This Section 1 and the
rights and remedies of Customer and obligations of Boeing herein are subject to
the disclaimer and release and Exclusion of Consequential and Other Damages
provisions of Part 2 of Exhibit C to the AGTA. Notwithstanding the preceding
sentence this shall not impede or waive Customer's rights under the Product
Assurance Document.
1.7 Determination of Target Critical Values for MTBUR and
MTBF Targets.
1.7.1 Definitions.
R = number of Fleet Unscheduled Removals (for
MTBUR) or Fleet Verified Failures (for
MTBF) during Reporting Period.
M = applicable MTBUR Target or MTBF Target for
the Specified Component (as set forth in
Section 1.9 herein).
C = Critical Value Multiplier (determined using
the table below) which corresponds to the
value of "R" as defined above.
(Interpolation is to be used for values not
shown in the table below.)
1.7.2 Target Critical Value Calculation.
P.A. No. 1980
<PAGE> 572
American Airlines, Inc.
6-1162-AKP-115 Page 9
The Target Critical Value (used to
determine if an MTBUR Deficiency or an MTBF Deficiency exists) for any
Specified Component will be calculated as follows:
Target Critical Value = CM
1.7.3 Table of Critical Value Multipliers.
<TABLE>
<CAPTION>
R C R C
- - - - -
<S> <C> <C> <C>
4 .436 18 .712
5 .486 19 .719
6 .525 20 .726
7 .556 25 .754
8 .582 30 .776
9 .604 40 .803
10 .622 50 .824
11 .638 75 .855
12 .652 100 .874
13 .665 200 .911
14 .677 300 .926
15 .687 400 .935
16 .697 500 .943
17 .704 1000 .946
or more
</TABLE>
Note: The table values are derived from the chi-square
confidence limits for the exponential distribution.
Each critical value multiplier is the reciprocal of a
90% one-sided upper confidence limit.
1.8 Additional Spare Specified Components Formula.
1.8.1 Definitions.
M = applicable MTBUR or MTBF Target
for the Specified Component
m = Fleet Achieved MTBUR or MTBF
N = total number of installed
Specified Components, i.e.,
number of Covered Aircraft
operated during the Reporting
Period or, if applicable,
Special Reporting Period times
the number of such Specified
Components installed per
Covered Aircraft
P.A. No. 1980
<PAGE> 573
American Airlines, Inc.
6-1162-AKP-115 Page 10
T = Turnaround-Time (in calendar
days)
u = Average daily utilization
(total actual Fleet flying
hours, takeoff to touchdown,
divided by total number of
Fleet in-service calendar days)
during the latest Reporting
Period or, if applicable,
Special Reporting Period
The quantity of spare Specified Components (Q) to be offered
pursuant to Section 1.3.1(c) is:
Q = (T)(u)(N)(M-m)
-----
(Mm)
1.8.2 If Q is less than 1, then Customer will be
entitled to one (1) spare Specified Component. Any value of Q greater than 1
will be rounded to the nearest whole number.
1.9 Specified Components.
<TABLE>
<CAPTION>
Qty.
Part Part Per MTBUR MTBF
Number Name A/C Target Target
- ------ ---- --- ------ ------
<S> <C> <C> <C> <C>
285W0019-101 Card, ECS 2 25,000 50,000
Miscellaneous
285W0114-1 Radio Tuning Panel 3 13,500 15,000
285W0013-1 Entertainment 1 50,000 77,000
Multi-Plexer/Controller
285W0027-1 Zone Mgt. Unit 3 15,000 47,000
285W0025-1 Speaker Drive Mod. 32 75,000 103,000
285W0029-1 Ovhd. Elec. Unit 102 146,000 240,000
285W0012-1 Cabin Area 3 16,000 25,000
Control Panel
285W0011-1 Cabin System 1 6,000 24,000
Control Panel
</TABLE>
P.A. No. 1980
<PAGE> 574
American Airlines, Inc.
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<TABLE>
<S> <C> <C> <C>
285W0035-1 Seat Elec. Unit 135 131,000 170,500
285W0034-1 Cabin System Mgt. Unit 1 23,000 48,000
285W0024 Cabin Attnds. Handset 10 108,000 120,000
285W0026-1 Pass. Address Cabin 1 8,000 16,000
Interphone Controller
285W0037-101 Card File Power Supply 1 7,800 13,000
285W0038-101 Card File Power Supply 1 7,800 13,000
285W0020-101 Card File ARINC Signal 4 15,000 25,000
Gateway Card
285W0212-1 OPAS OPCF 2 409,500 455,000
Card File LRU
1.9 Specified Components. (continued)
--------------------
Qty.
Part Part Per MTBUR MTBF
Number Name A/C Target Target
- ------ ---- --- ------ ------
285W0259-1 Ovhd. Panel ARINC 629 2 103,000 120,000
S-PDCU LRU
285W0218-1 Ovhd. Panel ARINC 629 4 71,000 120,000
S-OPIC Card
285W0219-1 Ovhd. Panel ARINC 629 2 24,300 27,000
S-OPBC LRU
285W0023-1 Flap Slat Elec. 2 5,000 15,000
Unit (FSEU)
285W0015-101 Warning Elec. 2 11,500 15,000
Unit (WEU)
285W0017-101 WLG Card, Hyd. 4 25,000 60,000
Ind. Module
</TABLE>
Note: The above listing may be subject to change based on the ongoing
design of the Aircraft systems in which the Specified Components
will
P.A. No. 1980
<PAGE> 575
American Airlines, Inc.
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be incorporated. Should change occur, a final listing will be
furnished Customer prior to delivery of the first Aircraft.
2. Supplier Component Reliability And System Reliability Commitments.
2.1 Supplier Commitments.
Boeing will use diligent efforts to obtain component
reliability commitments and, for fault tolerant systems, system reliability
commitments, enforceable by Customer, from suppliers of certain systems,
accessories, equipment and parts which are selected and purchased by Boeing but
which are not manufactured to Boeing's detailed design and which will be
installed in the Aircraft at time of delivery (Supplier Commitments). Such
Supplier Commitments will be based on the supplier's contractual targets for
Mean Time Between Unscheduled Removals (MTBUR), Mean Time Between Failures
(MTBF) and, for fault tolerant systems, Mean Time between Maintenance Memos
(MTMM) or Mean Time between Status Messages (MTSM). Boeing will furnish copies
of such Supplier Commitments to Customer in Boeing Document No. D6-56115,
"Supplier Product Support and Product Assurance Document - All Boeing Model
Airplanes," prior to delivery of the first Aircraft by Boeing to Customer.
2.2 Boeing Support of Supplier MTBUR/MTBF and MTBMA
Commitments.
Customer will be responsible for submitting any
reliability reports directly to suppliers, however if any supplier defaults in
the performance of any material obligation with respect to the Supplier
Commitments obtained by Boeing pursuant to Section 2.1 above, then the terms
and conditions set forth in Section 1 of this Letter Agreement will apply with
respect to the supplier component involved, as if such component was a
"Specified Component" (as defined in Section 1.2.12 of such Section 1) provided
by Boeing, except that:
2.2.1 Customer will, within three (3) months
after the occurrence of such default, submit to Boeing's Product Assurance
Regional Manager at Renton, Washington, reasonable proof that such default has
occurred.
2.2.2 The MTBUR and MTBF target values used will
be the target values specified in the Supplier Commitments obtained by Boeing
as described in Section 2.1 above.
2.2.3 Boeing will have the right to assign any or
all of its applicable obligations and liabilities with respect to Section 1 to
any supplier that Boeing may select, provided that Boeing will remain
obligated, pursuant to
P.A. No. 1980
<PAGE> 576
American Airlines, Inc.
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this Section 2.2, to such applicable Section 1 provisions in the event of any
further default by any such supplier.
2.2.4 Reliability will be measured in terms of
MTMM or MTSM wherein the Maintenance Memo or Status Message, as applicable, is
provided to the Aircraft's on-board maintenance system when internal components
of the specified system have failed, but at least one additional and like
failure would be required before Aircraft dispatch integrity requirements could
no longer be met.
2.2.5 Reliability deficiencies would be based on
an excessive level of Maintenance Memos or Status Messages wherefor removal of
the specified system from the Aircraft would not be a requirement.
2.2.6 Remedies for such deficiencies would apply
to the affected fleet of 777 aircraft as well as the Aircraft.
2.2.7 To support such fleet-wide remedies, all
operators of 777 aircraft will be strongly encouraged to provide reliability
data on a monthly basis whether or not they are claiming an MTMM or MTSM
reliability deficiency.
At Boeing's request, Customer will assign to Boeing, and Boeing will be
subrogated to, any of Customer's rights against such supplier as Boeing may
reasonably require to permit Boeing to seek remedies from such supplier
comparable to those provided by Boeing to Customer pursuant to such Section 1.
3. 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
Purchase Agreement.
P.A. No. 1980
<PAGE> 577
American Airlines, Inc.
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Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1980
<PAGE> 578
6-1162-AKP-116
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: Price Adjustment on Rolls-Royce Engines
Reference: Purchase Agreement No. 1980 between The Boeing Company
and American Airlines, Inc. relating to Model
777-223IGW 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. It is understood by the parties that the Aircraft Basic Price of
each Aircraft includes an aggregate Engine Price for two (2) Rolls-Royce Model
RB211-Trent-892 Engines of Twenty-Four Million Two Hundred Seventy-Two Thousand
One- Hundred Ten Dollars ($24,272,110). Such price may be adjusted by
Rolls-Royce to reflect any change incorporated in such Engines in order to
satisfy any new rules or regulations, or changes or amendments to the existing
rules or regulations, issued by the FAA, or other applicable U.S. Federal
Agency, after July 26, 1995 (Engine Modification).
2. Within 20 working days subsequent to the execution of the Purchase
Agreement, Boeing will place a purchase order with Rolls-Royce for the Engines
to be installed on the Aircraft. Notwithstanding other terms of this Letter
Agreement, the Engine Price adjustment specified in Section 1 shall not apply
to any Engines for which the scheduled delivery date to Boeing is less than
twenty-four (24) months after the later of (i) the date of such purchase order
between Boeing and Rolls-Royce or (ii) the date of Rolls-Royce notification to
Boeing of such Engine Price adjustment.
3. The parties therefore agree that notwithstanding the provisions of
Article 3 of the AGTA, if any Engine Modification is incorporated by
Rolls-Royce on Engines installed on any of the Aircraft (other than Engines
subject to Section 2 hereof): (i) Boeing will adjust the Aircraft Price of any
such Aircraft by the amount that Rolls-Royce adjusts the Engine Price, as
provided in Section 1 above; (ii) if any Engine Modification requires any
change, modification
P.A. No. 1980
<PAGE> 579
or alteration to the Aircraft on which such Engines are installed (Aircraft
Modification), the cost of accomplishing the Aircraft Modification will be
added to the Aircraft Price of such Aircraft; (iii) notwithstanding the
provisions of Article 7 of the AGTA, the time of delivery of such Aircraft will
be extended to the extent of any delay attributable to any such Engine
Modification or Aircraft Modification and said delay will be deemed an
Excusable Delay under the provisions of the Purchase Agreement; and (iv) Boeing
will, if necessary, revise the Detail Specification as required to reflect the
effects of any Engine Modification or Aircraft Modification.
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
Purchase Agreement.
Very truly yours,
THE BOEING COMPANY
By
----------------------------------------------
Its Attorney-In-Fact
---------------------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
------------------------------------
AMERICAN AIRLINES, INC.
By
----------------------------------------------
Its
---------------------------------------------
P.A. No. 1980
<PAGE> 580
6-1162-AKP-117
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement Nos. 1977, 1978, 1979 and 1980 (collectively,
the Purchase Agreements) between The Boeing Company and American
Airlines, Inc. relating to Model 737-823, 757-223, 767-323ER and
777-223IGW aircraft, respectively
This letter agreement (Letter Agreement) is entered into on the date below and
amends and supplements the Purchase Agreements 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 applicable Purchase
Agreement or elsewhere in such Purchase Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 581
American Airlines, Inc.
6-1162-AKP-117
Page 2
Very truly yours,
THE BOEING COMPANY
By
--------------------------------
Its Attorney-In-Fact
-------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
-----------------------------
AMERICAN AIRLINES, INC.
By
-------------------------------
Its
-------------------------------
P.A. Nos. 1977, 1978, 1979 and 1980
<PAGE> 582
6-1162-AKP-118
American Airlines, Inc.
P. O. Box 619616
Dallas/Ft. Worth Airport, Texas 75261-9616
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Reference: Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
6. 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
Agreement.
P.A. No. 1980
<PAGE> 583
American Airlines, Inc.
6-1162-AKP-118 Page 2
Very truly yours,
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date: , 1997
----------------------------
AMERICAN AIRLINES, INC.
By
------------------------------
Its
-----------------------------
P.A. No. 1980
<PAGE> 1
EXHIBIT 10.49
BOMBARDIER REGIONAL AIRCRAFT DIVISION
PURCHASE AGREEMENT
BETWEEN
BOMBARDIER INC.
AND
AMR EAGLE HOLDING CORPORATION
Relating to the Purchase of Twenty-Five (25) Firm and Twenty-Five (25) Option
Canadair Regional Jet, Series 700, aircraft
Including related Customer Support Services
<PAGE> 2
TABLE OF CONTENTS
ARTICLE
-------
1 INTERPRETATION
2 SUBJECT MATTER OF SALE
3 CUSTOMER SUPPORT SERVICES AND WARRANTY
4 DELIVERY
5 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
6 PERMITS, LICENCES AND RELATED DOCUMENTS
7 BUYER'S REPRESENTATIVE AT MANUFACTURING SITE
8 BASIC AIRCRAFT PRICE
9 FIRM AIRCRAFT PAYMENT SCHEDULE
10 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
11 PAYMENTS
12 BUYER INFORMATION AND BUYER FURNISHED EQUIPMENT
13 FAA APPROVAL AND REGULATORY CHANGES
14 INTENTIONALLY LEFT BLANK
15 CHANGES
16 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
17 PATENT INDEMNITY
18 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
19 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
20 TERMINATION
21 LIMITATION OF LIABILITY
22 GOVERNING LAW
23 TERMS
24 SALES, LEASE, SUBLEASE AND ASSIGNMENT RIGHTS
25 CONFIDENTIALITY
26 COMPLIANCE WITH APPLICABLE LAWS
27 REPRESENTATIONS AND WARRANTIES
28 AGREEMENT
29 INDEPENDENT CONTRACTOR
30 CAPTIONS, HEREOF, INCLUDING
31 SCHEDULES
32 REMEDIES
33 COSTS
34 ARBITRATION
35 INTENTIONALLY DELETED
36 SUCCESSORS
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Buyer _____ BRAD _____
<PAGE> 3
37 NOTICES
38 NO WAIVER
39 TIME
40 FURTHER ASSURANCES
41 LANGUAGE
42 EFFECT OF TERMINATION
43 STATUS OF AFFILIATES OF BUYER
44 MUTUAL AGREEMENT
45 SURVIVAL
46 COUNTERPARTS
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Buyer _____ BRAD _____
<PAGE> 4
SCHEDULES
SCHEDULE A -- SPECIFICATION
SCHEDULE B -- BUYER SELECTED OPTIONAL FEATURES
SCHEDULE C -- CUSTOMER SUPPORT SERVICES
-- TECHNICAL SUPPORT
-- SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT
-- TRAINING
-- TECHNICAL DATA
SCHEDULE D -- WARRANTY AND SERVICE LIFE POLICY
SCHEDULE E -- DELIVERY SCHEDULE
SCHEDULE F -- CERTIFICATE OF ACCEPTANCE
SCHEDULE G -- BILL OF SALE
SCHEDULE H -- CERTIFICATE OF RECEIPT OF AIRCRAFT
SCHEDULE I -- ECONOMIC ADJUSTMENT FORMULA
SCHEDULE J -- BUYER FURNISHED EQUIPMENT
SCHEDULE K -- CHANGE ORDER
Page 4
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Buyer _____ BRAD _____
<PAGE> 5
This Agreement is made as of the 31st day of January, 1998
BY AND BETWEEN: BOMBARDIER INC., a Canadian corporation
represented by its BOMBARDIER REGIONAL AIRCRAFT
DIVISION, having an office at 123 Garratt
Boulevard, Downsview, Ontario, Canada.
("BRAD")
AND: AMR Eagle Holding Corporation, a Delaware
corporation having an office at 4333 Amon Carter
Blvd., Fort Worth, Texas, U.S.A., 76155.
("Buyer")
WHEREAS Bombardier Inc., through its Canadair
Manufacturing Division, is engaged in the
manufacture of the Canadair Regional Jet
aircraft products; and
WHEREAS Buyer desires to purchase, pursuant to the terms
hereof, twenty-five (25) Firm Aircraft (as later
defined) and to take options to purchase
twenty-five (25) Option Aircraft (as later
defined) and to purchase and to take option to
purchase related data, documents, and services
under this Agreement (as later defined), and
BRAD desires to sell, pursuant to the terms
hereof, such Aircraft, data, documents and
services to Buyer;
NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Buyer and BRAD agree as follows:
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Buyer _____ BRAD _____
<PAGE> 6
ARTICLE 1 - INTERPRETATION
1.1 The recitals above have been inserted for convenience only and do not
form part of the Agreement.
1.2 The headings and captions in this Agreement are included for
convenience only and shall not be used in the construction and
interpretation of this Agreement.
1.3 In this Agreement, unless otherwise expressly provided, the singular
includes the plural and vice-versa.
1.4 In this Agreement the following expressions shall, unless otherwise
expressly provided, mean:
(a) "Acceptance Period" shall have the meaning attributed to it in
Article 4.4.2;
(b) "Acceptance Date" shall have the meaning attributed to it in
Article 4.5.1 (a);
(c) "Actual Delivery" shall have the meaning attributed to it in
Article 4.5.1 (d);
(d) "Actual Delivery Date(s)" shall have the meaning attributed to
it in Article 4.5.1(d);
(e) "Additional BFE" shall have the meaning attributed to it in
Article 12.3;
(f) "Agreement" means this Agreement, including its Schedules,
Annexes, Appendices and Letter Agreements, attached hereto
(each of which is incorporated in the Agreement by this
reference), as they may be amended pursuant to the provisions
of the Agreement;
(g) "Aircraft" shall have the meaning attributed to it in Article
2.4;
(h) "Aircraft Acceptance Guide" shall have the meaning attributed
to it in Article 4.4.3;
(i) "Applicable BFE" shall have the meaning attributed to it in
Article 12.4;
(j) "Basic Aircraft Price" shall have the meaning attributed to it
in Article 8.1;
(k) "BIE" shall have the meaning attributed to it in Article 12.3;
(l) "Bill of Sale" shall have the meaning attributed to it in
Article 4.5.1 (c);
Page 6
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Buyer _____ BRAD _____
<PAGE> 7
(m) "BFE" shall have the meaning attributed to it in Article
12.2;
(n) "business day" shall mean any day other than a Saturday,
Sunday or other day on which banking institutions in Fort
Worth, Texas; New York City, New York; or Montreal, Quebec are
required by applicable law, rule or regulation to be closed;
(o) "Buyer Selected Optional Features" shall have the meaning
attributed to it in Article 2.1;
(p) "Certificate of Acceptance" shall have the meaning attributed
to it in Article 4.5.1(a);
(q) "Certification" shall have the meaning attributed to it in
Article 2.2;
(r) "Change Order" shall have the meaning attributed to it in
Article 15.1;
(s) "Competent Authorities" shall have the meaning attributed to
it in Article 26.1 and includes any succeeding department or
agency then responsible for the duties of said Competent
Authority;
(t) "day" shall mean a calendar day;
(u) "Delivery Schedule" shall have the meaning attributed to it in
Article 4.1.1;
(v) "Delivery Week" shall have the meaning attributed to it in
Article 4.2.1;
(w) "Discrepancy Letter" shall have the meaning attributed to it
in Article 4.4.6;
(x) "Economic Adjustment Formula" shall have the meaning
attributed to it in Article 8.2;
(y) "Engines" shall have the meaning attributed to it in Article
2.5;
(z) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(aa) "FAA" shall have the meaning attributed to it in Article 6.1;
(ab) "FAA Bill of Sale" shall have the meaning attributed to it in
Article 4.5.1(c);
(ac) "Firm Aircraft" shall have the meaning attributed to it in
Article 2.1;
(ad) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
Page 7
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Buyer _____ BRAD _____
<PAGE> 8
(ae) "GE" shall have the meaning attributed to it in Article 2.5;
(af) "Interest Rate" shall have the meaning attributed in Article
7.2;
(ag) "Notice" shall have the meaning attributed to it in Article
37.1;
(ah) "Other Patents" shall have the meaning attributed to it in
Article 17.1;
(ai) "Option Aircraft" shall have the meaning attributed to it in
Article 2.3;
(aj) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(ak) "Party" shall mean Buyer or BRAD, individually or
collectively;
(al) "Permitted Change" shall have the meaning attributed to it in
Article 15.2;
(am) "Prime Rate" shall have the meaning attributed to it in
Article 7.2;
(an) "Purchase Price" shall have the meaning attributed to it in
Article 8.3;
(ao) "Readiness Date" shall have the meaning attributed to it in
Article 4.2.1. (c);
(ap) "Regulatory Change" shall have the meaning attributed to it in
Article 13.2;
(aq) "Scheduled Delivery Quarter" shall have the meaning attributed
to it in Article 4.1.2; (ar) "Scheduled Delivery Month"
shall have the meaning attributed to it in Article 4.1.2.;
(as) "Scheduled Delivery Week" shall have the meaning attributed
to it in Article 4.2.1.(b);
(at) "Specification" shall have the meaning attributed to it in
Article 2.1;
(au) "Standard BFE" shall have the meaning attributed to it in
Article 12.3;
(av) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(aw) "TC" shall have the meaning attributed to it in Article 6.1.
1.5 All dollar amounts in this Agreement are in United States Dollars.
Page 8
Initials
Buyer _____ BRAD _____
<PAGE> 9
ARTICLE 2 - SUBJECT MATTER OF SALE
2.1 Subject to the provisions of this Agreement, BRAD will sell and Buyer
will purchase Twenty-Five (25) Canadair Regional Jet aircraft model
CL600-2C10 Series 701 aircraft, certificated to seventy (70) passenger
seats and manufactured pursuant to specification no. RAD-670-111 issue
NC dated October 1997, attached hereto as Schedule A, as that
specification may be modified from time to time in accordance with
this Agreement (as so modified, the "Specification"), which
Specification includes the Buyer selected optional features ("Buyer
Selected Optional Features") set forth in Schedule B hereto,
(individually or collectively, the "Firm Aircraft").
2.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
2.3 Subject to the provisions of this Agreement, including Article 8 and
Letter Agreements Nos. 2, 3, and 4, Buyer shall have the right to
purchase an additional Twenty-Five (25) Canadair Regional Jet aircraft
model CL600-2C10 Series 701 aircraft, certificated to seventy (70)
passenger seats and manufactured pursuant to the Specification
(individually or collectively, the "Option Aircraft").
2.4 Unless the context requires otherwise, the Firm Aircraft and the
Option Aircraft are referred to herein, individually and collectively,
as the "Aircraft".
2.5 The Aircraft will be delivered with two (2) General Electric Company
("GE") CF34-8C1 jet engines (the "Engines"). BRAD acknowledges that
the Engines have been selected in accordance with the specifications
and requirements of GE Specification Model E2299, dated November 1997,
as may be amended by GE. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
2.6 BRAD acknowledges that the Aircraft purchased by Buyer is the Canadair
Regional Jet Model CL600-2C10 Series 701 aircraft to be certificated
at a seventy (70) passenger seat configuration. [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.7 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
ARTICLE 3 - CUSTOMER SUPPORT SERVICES AND WARRANTY
3.1 BRAD shall provide to Buyer the customer support services described in
Schedule C attached hereto.
Page 9
Initials
Buyer _____ BRAD _____
<PAGE> 10
3.2 BRAD shall provide to Buyer the warranty and the service life policy
described in Schedule D attached hereto.
3.3 Unless expressly stated otherwise, the services referred to in
Articles 3.1 and 3.2 above are incidental to the sale of the Aircraft
and are included in the Purchase Price.
ARTICLE 4 - DELIVERY
4.1 Schedule
4.1.1. The Firm Aircraft and the Option Aircraft will be offered for
acceptance and delivery pursuant to the Aircraft delivery
schedule set forth in Schedule E.1 and Schedule E.2 (subject,
in the case of Option Aircraft, to being advanced pursuant to
Letter Agreement No. 2) respectively, (individually or
collectively, "Schedule E" or the "Delivery Schedule"),
provided, however, Buyer shall be under no obligation to
purchase any of the Option Aircraft unless Buyer exercises its
options pursuant to Letter Agreement No. 2 to this Agreement.
4.1.2 The Delivery Schedule is expressed in calendar quarters (such quarter
for an Aircraft being its "Scheduled Delivery Quarter") and the
Parties shall agree on the month of delivery for each Aircraft (the
"Scheduled Delivery Month") [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]. The Scheduled Delivery Month shall
be within the Scheduled Delivery Quarter for the applicable Aircraft.
4.2 Delivery Notices
4.2.1 BRAD shall give Buyer notice, by facsimile or telegraphic
communication or other expeditious means, of the date of
readiness of each Aircraft for inspection and acceptance by
Buyer as follows:
(a) commencing on [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] the Parties shall
agree on the period of [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION] that may
start on any day of the week (a "Delivery Week")
targeted for offer for acceptance of each Aircraft
for the next [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] BRAD shall use
reasonable efforts to meet this tentative Delivery
Week, but shall not be bound by such tentative
Delivery Week;
(b) BRAD will give notice of no less than [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE
Page 10
Initials
Buyer _____ BRAD _____
<PAGE> 11
COMMISSION] prior to the first day of the relevant
Aircraft's Scheduled Delivery Month, confirming the
Delivery Week on which the Aircraft will be available
for delivery and inspection (the "Scheduled Delivery
Week") which shall commence within the Scheduled
Delivery Month; and
(c) BRAD will give notice of no less than [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] prior to the date on which the Aircraft
will be ready for the commencement of Buyer's ground
and flight inspection and acceptance (the "Readiness
Date"), which Readiness Date shall in all cases be
within the Scheduled Delivery Week and the Scheduled
Delivery Month.
4.3 Location
Each Aircraft will be delivered free and clear of all liens, claims,
charges, and encumbrances of any nature whatsoever except those
created by or through Buyer at BRAD's facility in Montreal, Quebec,
Canada.
4.4 Acceptance
4.4.1 At delivery, each Aircraft (a) will conform to the
Specification, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] and (b) shall not have any
defects.
4.4.2 Buyer shall have [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] commencing on the later of the
Readiness Date or the date the Aircraft is actually made
available to Buyer for ground inspection and acceptance
flight, in which to complete the ground inspection and
acceptance flight [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] being the "Acceptance
Period"). Until BRAD makes available to Buyer the manuals and
logbooks required for the inspection of the Aircraft, BRAD
will be deemed not to have made the Aircraft available to
Buyer for ground inspection and acceptance flight.
4.4.3 Up to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] may participate in Buyer's ground inspection
of the Aircraft of which [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] may participate in the
acceptance flight. BRAD shall, if requested by Buyer, perform
an acceptance flight of not less than one (1) hour and not
more than three (3) hours duration. BRAD shall pay all of the
costs related to such acceptance flight excluding any costs
related to or associated with the participation of Buyer's
personnel in such flights. Ground inspection and the
acceptance flight shall be conducted in accordance with a
mutually acceptable aircraft
Page 11
Initials
Buyer _____ BRAD _____
<PAGE> 12
acceptance guide (the "Aircraft Acceptance Guide"), which will
be produced jointly between Buyer's maintenance and flight
operations personnel and their counterparts at BRAD, based on
generally accepted industry standards and including procedures
necessary to confirm fulfilment of the obligations set forth
in Article 4.4.1, at least twelve (12) months prior to the
first day of the Scheduled Delivery Quarter of the delivery of
the first Aircraft. At all times during ground inspection and
acceptance flight, BRAD shall retain control over the
Aircraft, but shall permit one (1) of Buyer's representatives
to fly the Aircraft for a reasonable period of time during
such flight. BRAD shall at all times retain control of the
Aircraft and BRAD's representatives shall be
"captain-in-command".
4.4.4 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
in each case subject to the waiver of such Delivery
Requirement by Buyer pursuant to the terms and conditions of a
Discrepancy Letter, if any, (collectively, the "Delivery
Requirements"), then Buyer shall accept the Aircraft on or
before the last day of the Acceptance Period in accordance
with the provisions of Article 4.5.
4.4.5 If any defect or discrepancy from the requirements of Article
4.4.1 in the Aircraft (a "Discrepancy") is revealed by Buyer's
ground inspection or acceptance flight, such Discrepancy will
be corrected by BRAD, at no cost to Buyer as soon as
reasonably possible. In the event of a failure to meet the
Delivery Requirements, to the extent necessary to verify such
correction, BRAD shall permit additional ground inspection by
Buyer and shall perform one (1) or more further acceptance
flights in accordance with Article 4.4.3. [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
4.4.6 In the event Buyer desires to accept an Aircraft that Buyer is
not required to accept pursuant to Article 4.4.4 having any
Discrepancy, the Parties shall mutually agree, in the form of
a letter agreement, on the Discrepancy, a timeline for the
correction and the correction for such Discrepancy at no
charge to Buyer (the "Discrepancy Letter"). The Discrepancy
Letter shall prescribe the sole obligation of BRAD to remedy
the Discrepancy and shall constitute the sole remedy of Buyer
with respect to such Discrepancy, [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION].
4.5 Title and Risk
4.5.1 Upon completion of the ground inspection and acceptance flight
of the Aircraft, correction of any discrepancy from the
Delivery Requirements and successful reinspection and flight
testing of the Aircraft:
Page 12
Initials
Buyer _____ BRAD _____
<PAGE> 13
(a) Buyer will sign a Certificate of Acceptance (in the
form of Schedule F hereto) indicating that the
relevant Aircraft has met or exceeded the Delivery
Requirements for the Aircraft (the "Certificate of
Acceptance"). Execution of the Certificate of
Acceptance by or on behalf of Buyer shall be evidence
of Buyer having examined the Aircraft and found it in
accordance with the provisions of this Agreement,
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]. The date of signature of the
Certificate of Acceptance shall be the "Acceptance
Date";
(b) BRAD will supply a TC Certificate of Airworthiness
for Export;
(c) Buyer shall pay BRAD the balance of the Purchase
Price and any other amounts due in connection with
the applicable Aircraft, at which time BRAD shall (i)
issue an FAA bill of sale (the "FAA Bill of Sale"),
(ii) issue a warranty bill of sale, in the form of
Schedule G hereto (the "Bill of Sale") passing to
Buyer good title to the Aircraft free and clear of
all liens, claims, charges and encumbrances except
for those liens, charges or encumbrances created by
or claimed through Buyer and (iii) provide the
documents required under Article 6;
(d) Upon delivery of the Bill of Sale, the FAA Bill of
Sale, the Certificate of Acceptance and the permits,
licenses and certificates required to be delivered
under Article 6, title and risk of loss with respect
to the relevant Aircraft shall pass from BRAD to
Buyer and actual delivery ("Actual Delivery") of the
relevant Aircraft will be deemed to have taken place.
For purposes of this Agreement, the term "Actual
Delivery Date" shall refer to the date on which
Actual Delivery of the relevant Aircraft takes place;
(e) If, after transfer of title on the Actual Delivery
Date, the Aircraft remains in or is returned to the
care, custody or control of BRAD, Buyer shall retain
risk of loss of, or damage to the Aircraft and for
itself and on behalf of its insurers hereby waives
and renounces and releases BRAD and any of BRAD's
affiliates from any claim, whether direct or indirect
or by way of subrogation, for damages to or loss of
the Aircraft arising out of, or related to, or by
reason of such care, custody or [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
(f) Buyer shall promptly export the Aircraft from Canada
and not divert same for use in Canada prior to
export.
4.5.2 Actual Delivery of the Aircraft shall be evidenced by the
execution and delivery of the Bill of Sale, the FAA Bill of
Sale and the Certificate of Receipt of Aircraft (in the form
of Schedule H hereto).
Page 13
Initials
Buyer _____ BRAD _____
<PAGE> 14
4.6 Default of Buyer
4.6.1 Provided that BRAD has met the Delivery Requirements, should
Buyer not accept, pay for and take delivery of any of the
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION], or the day BRAD has met the Delivery Requirements
(and the occurrence of successful reinspection and acceptance
flight) for such Aircraft, whichever occurs later, Buyer shall
be deemed to be in default of the terms of this Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
4.7 PROMPT REINSPECTION
For greater clarity and notwithstanding any other provision of this
Agreement, Buyer shall perform any reinspection and follow-up
acceptance flight reasonably promptly following notice from BRAD that
all discrepancies from the Delivery Requirements have been cured.
Should Buyer fail to reasonably promptly make such reinspection and
follow-up acceptance flight, BRAD shall be deemed to have met the
Delivery Requirements set forth in Article 4.4.4 (a) and (b), even
absent such reinspection and follow-up acceptance flight, at the end
of such reasonably prompt period for such reinspection and follow-up
acceptance flight and the successful reinspection and follow-up
acceptance flight shall be deemed to have occurred.
ARTICLE 5 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
ARTICLE 6 - PERMITS, LICENCES AND RELATED DOCUMENTS
6.1 BRAD will obtain at no charge to Buyer, from Transport Canada ("TC"),
a TC Type Approval (Transport Category) and from the Federal Aviation
Administration of the United States ("FAA") an FAA FAR Part 25 Type
Certificate for the type of aircraft purchased under this Agreement.
Such certificates will be valid at the time of delivery.
6.2 BRAD shall provide to Buyer a TC Certificate of Airworthiness for
Export [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] on or before the Actual Delivery Date. BRAD shall not be
obligated to obtain any other certificates or approvals as part of
this Agreement; except that BRAD shall obtain [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] In addition, BRAD
shall use reasonable efforts to de-register the Aircraft and provide
the proof described in the preceding sentence as soon as reasonably
possible following confirmation that no further flight is required for
such Aircraft.
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Initials
Buyer _____ BRAD _____
<PAGE> 15
6.3 Except as otherwise required under this Article 6, the obtaining of
any other import license or authority required to import the Aircraft
into or operate the Aircraft in any country outside of Canada shall be
the responsibility of Buyer. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
6.4 If the use of any of the certificates identified in this Article 6 or
Article 13 are discontinued during the performance of this Agreement,
reference to such discontinued certificate shall be deemed a reference
to any other certificate or instrument which corresponds to such
certificate or, if there should not be any such other certificate or
instrument, then BRAD shall be deemed to have obtained such
discontinued certificate(s) upon demonstrating that the Aircraft
otherwise complies with Delivery Requirements.
6.5 Subject to the provisions of this Agreement relating to Regulatory
Changes and changes mutually agreed upon by the Parties, BRAD shall be
responsible for all certifications and approvals related to the
installation of the Engines and related hardware and software, if any,
on the Aircraft at no cost to Buyer.
6.6 Buyer is not required to accept delivery of any Aircraft that does not
possess any certificate required to be obtained by BRAD prior to
Actual Delivery pursuant to Article 6. Buyer is not required to
accept delivery of any Aircraft if that Aircraft is not in a condition
that makes it immediately eligible for the issuance of the
certificates required by Article 6 where BRAD is required pursuant to
Article 6 to deliver the Aircraft in a condition that permits the
immediate issuance of such certificates.
6.7 BRAD shall provide the FAA required maintenance logbooks for the
Aircraft on or before the Actual Delivery of the Aircraft.
ARTICLE 7 - BUYER'S REPRESENTATIVE AT MANUFACTURING SITE
7.1 Commencing with the date which is six (6) months prior to the
Scheduled Delivery Month of the first Aircraft and ending with the
Actual Delivery Date of the last Aircraft purchased hereunder, BRAD
shall furnish, without charge to Buyer, one (1) suitable private
office and the use of related equipment, including one (1) desk, file
cabinets, two (2) telephone lines and access to shared facsimile and
shared photocopy equipment, for two (2) of Buyer's representatives.
Such space and equipment shall be conveniently located at BRAD's main
manufacturing facility or such other location as may be mutually
agreed by BRAD and Buyer. BRAD will also provide to Buyer's
representative access to the tools, measuring devices, test equipment
and technical and other assistance as may be reasonably necessary to
perform acceptance tests and to inspect the Aircraft during
manufacturing, provided that there is no disruption to the
manufacturing process and that such things are available. Buyer shall
be responsible for all expenses, including long distance telephone and
facsimile charges, travel, living and accommodations, of its
representatives and shall notify BRAD at least thirty (30)
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Initials
Buyer _____ BRAD _____
<PAGE> 16
calendar days prior to the first scheduled visit of such
representatives and three (3) days for each subsequent visit.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
7.3 BRAD's facilities and those of its affiliates shall be accessible to
Buyer's representatives during the normal working hours of such
facilities. Buyer's representatives shall have the right at any and
all times during such normal business hours to observe the work at
BRAD's facilities and those of its affiliates where the work is being
carried out, provided there shall be no disruption in the performance
of the work.
7.4 BRAD shall advise Buyer's representatives of the rules and regulations
applicable to visitors of BRAD and those of its affiliates at the
facilities being visited. Buyer's representatives shall conform to
such rules and regulations, provided such rules and regulations are
not discriminatorily applied to Buyer's representatives.
7.5 At any time prior to delivery of the Aircraft, Buyer's representatives
may request, in writing, correction of parts or materials which they
reasonably believe are not generally acceptable or in accordance with
the Specification. BRAD shall provide a written response to any such
request. Communication between Buyer's representative and BRAD shall
be solely through BRAD's Contract Department or its designate.
ARTICLE 8 - BASIC AIRCRAFT PRICE
8.1 The basic price for the Aircraft, including Buyer Selected Optional
Features, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] Montreal, Quebec is [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] expressed in April 30, 1997
dollars (the "Basic Aircraft Price"). Except as set forth below or
elsewhere in this Agreement, the Basic Aircraft Price constitutes the
entire price to be paid for each Aircraft, and, unless expressly
stated otherwise, for the products and services provided by BRAD under
this Agreement.
8.2 The Basic Aircraft Price is subject to escalation in accordance with
the formula set forth in Schedule I (the "Economic Adjustment
Formula").
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
ARTICLE 9 - FIRM AIRCRAFT PAYMENT SCHEDULE
9.1 Buyer shall pay BRAD advance payments for such Firm Aircraft as
follows:
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Initials
Buyer _____ BRAD _____
<PAGE> 17
(a) A non-refundable deposit [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]. This deposit is
non-refundable and shall be considered part of the payment
toward the Basic Aircraft Price of the relevant Firm Aircraft.
Upon payment of the deposit referenced in this Article 9.1
(a), each of the Firm Aircraft shall be reserved for purchase
by Buyer and shall be removed from the market;
(b) A non-refundable progress [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] equal to [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] per
Firm Aircraft no later than [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
(c) A non-refundable progress payment [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] equal to
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] of the Basic Aircraft Price of each Firm Aircraft
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(d) A non-refundable progress payment [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] equal to
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]of the Basic Aircraft Price of each Firm Aircraft
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(e) A non-refundable progress payment [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] equal to
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(f) The balance of the Purchase Price of each Firm Aircraft, after
deducting the payments made in this Article 9.1 (a) through
(e) above, upon the Actual Delivery Date of each Aircraft by
BRAD to Buyer;
(g) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] BRAD shall not be obligated to pay any interest to
Buyer on any deposits or progress payments referenced in this
Article 9.1 (a) through (e) above; and
(h) All progress payments referenced in this Article 9.1 (c)
through (e) above shall be made on the first business day of
the applicable month.
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Initials
Buyer _____ BRAD _____
<PAGE> 18
ARTICLE 10 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
ARTICLE 11 - PAYMENTS
11.1 BRAD shall provide notice to Buyer of any late payment from Buyer,
however, Buyer will not be relieved of its obligations to make payment
when due or of its obligation to pay overdue interest if no notice is
issued by BRAD. Buyer shall pay BRAD daily interest on late payments,
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] at the Interest Rate. BRAD's right to receive such
interest is in addition to any other right or remedy BRAD has at law
or in equity as a result of Buyer's failure to make payments when due.
11.2 Buyer shall make all payments due under this Agreement in immediately
available funds by deposit on or before the due date to BRAD's account
in the following manner:
(a) Pay: [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
(b) Beneficiary: [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
(c) For further credit to: [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
(d) In favour of: [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
11.3 All payments provided for under this Agreement shall be made so as to
be received in immediately available funds on or before the dates
stipulated herein.
11.4 BRAD shall remain the exclusive owner of the Aircraft, free and clear
of all rights, liens, charges or encumbrances created by or through
Buyer, until such time as all payments referred to in Article 9 or
Letter Agreement No. 3 as applicable with respect to the relevant
Aircraft have been made.
ARTICLE 12 - BUYER INFORMATION AND BUYER FURNISHED EQUIPMENT
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Buyer _____ BRAD _____
<PAGE> 19
12.1 During the manufacture of the Aircraft, Buyer shall provide to BRAD on
or before the date reasonably required by BRAD, all information as
BRAD may reasonably request to manufacture the Aircraft including, the
selection of furnishings.
Nine (9) months prior to the Scheduled Delivery Month of the first
Aircraft, Buyer will:
(a) provide BRAD with an external paint scheme agreed on by the
Parties;
(b) select interior colors; and
(c) provide to BRAD, on drawings which will be forwarded to Buyer,
language translations for interior and exterior Aircraft
labels.
Failure of Buyer to comply with these requirements may result in an
increase in the Purchase Price [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION], a delay in delivery of the Aircraft,
or both, in either case, reasonably related to Buyer's failure. BRAD
shall use its reasonable efforts to prevent or minimize such delay or
Purchase Price increase.
12.2 Certain equipment and items which Buyer may designate as Buyer
Furnished Equipment are set forth in Schedule J ("BFE"). [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] provide BFE,
Buyer shall be responsible for providing certified BFE to BRAD on the
applicable on-dock dates set forth in Schedule J and the costs
associated with shipping such BFE to BRAD's facilities in accordance
with the requirements of this Article 12. [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
12.3 The Parties may agree to treat other equipment and items other than
the BFE as Buyer furnished equipment ("Additional BFE") and Buyer
installed equipment after Actual Delivery of an Aircraft ("BIE").
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] In the case of installations not included in the
Specification as of the date of this Agreement, Buyer shall pay to
BRAD the costs of providing certified Additional BFE to BRAD and the
costs (which shall be agreed by the Parties prior to the completion of
the order for such Additional BFE) of certifying and installing all
such Additional BFE and its installation or provisions, as applicable;
provided, however, that any Additional BFE that has been previously
installed upon or is an option on the CL600-2C10 ("Standard BFE")
shall be installed without any incremental charge for certification or
installation.
12.4 On or before the date which is [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] prior to the Scheduled Delivery Month
of the first Aircraft Buyer shall notify BRAD in writing of the BFE,
BIE or Additional BFE (if any) (the BFE and Additional BFE are,
collectively, the "Applicable BFE") that Buyer wishes to
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Buyer _____ BRAD _____
<PAGE> 20
have incorporated into the Aircraft. Buyer shall request of BRAD in
writing any change that Buyer desires to make with regard to the
Applicable BFE or BIE for the undelivered Aircraft at least
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] prior to the first day of the Scheduled Delivery Month of
the first Aircraft upon which the change will be implemented. The
dates for the delivery of the Additional BFE to BRAD will be mutually
agreed by the Parties at the time the Parties agree to the addition of
the Additional BFE. Except for Standard BFE, Buyer shall provide
information regarding:
(a) weights and dimensions of the Applicable BFE;
(b) test equipment or special tools required to incorporate the
Applicable BFE;
(c) any other information relating to the Applicable BFE that BRAD
may reasonably require; and
(d) the instructions necessary for the proper storage, fitment,
servicing, maintenance and operation relating to the Applicable
BFE.
Within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] days thereafter, BRAD shall advise Buyer of its acceptance
or rejection of the Additional BFE. If required, the Parties hereto
shall execute a Change Order in accordance with Article 15 to cover
the Applicable BFE.
12.5 The Applicable BFE shall be incorporated in the manufacturing process
of the Aircraft subject to the following conditions:
(a) Title to and risk of loss of the Applicable BFE shall remain
at all times with Buyer. BRAD shall have such
responsibilities for such Applicable BFE as is applicable by
law to a bailee for hire;
(b) The Applicable BFE must be received Carriage Paid To
(Incoterms 1990) BRAD's plant or such other place as BRAD may
reasonably designate, no later than the date specified by the
Parties in Schedule J or by mutual agreement, free and clear
of any taxes, duties, licenses, charges, liens or other
similar claims;
(c) The Applicable BFE shall:
(i) have the applicable serviceable parts tags acceptable
to TC and the FAA, and
(ii) meet the requirements of the applicable airworthiness
certification agency;
(d) The Applicable BFE shall be delivered to BRAD in good
condition and ready for immediate incorporation into the
Aircraft. BRAD shall, upon receipt, inspect the
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Initials
Buyer _____ BRAD _____
<PAGE> 21
Applicable BFE as to quantity and apparent defects and as soon
as practicable inform Buyer of any discrepancies and the
required corrective actions to be taken; and
(e) BRAD shall only be responsible for the fitment and testing of
the Applicable BFE in the Aircraft using reasonable care,
using good manufacturing practices and in accordance with
Buyer's written detailed description of the dimensions and
weight of such Applicable BFE.
12.6 If at any time between receipt of the Applicable BFE by BRAD and the
Actual Delivery Date, BRAD notifies Buyer that an item of Applicable
BFE supplied does not meet the standards and requirements described
above or its fitment, integration and testing in the Aircraft or
Aircraft systems creates delays in the manufacturing or certification
process, then such Applicable BFE may be removed and replaced by other
Applicable BFE or by BRAD's equipment, unless Buyer requests delivery
of the relevant Aircraft without such Applicable BFE. Buyer shall pay
BRAD any [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] in connection with such removal, refitment, replacement,
testing, certification and/or delays in the Delivery Date of the
Aircraft.
12.7 In the event that the delivery of an Aircraft is delayed due to any
delay caused by Buyer's failure to:
(a) deliver or have Applicable BFE delivered by the date required;
(b) ensure satisfactory design, suitability, use or operation of
the Applicable BFE;
(c) perform any adjusting, calibrating, retesting or updating of
Applicable BFE;
(d) furnish or obtain any approvals, data or information, in each
case, regarding the Applicable BFE or in compliance with the
provisions of this Article; or
(e) comply with the requirements of Articles 12.5 (c) and (d).
BRAD agrees to discuss with Buyer, and use its reasonable efforts to
carry out steps to minimize, cure, eliminate or work around the delay,
but any delay reasonably incurred shall be the responsibility of Buyer
and Buyer shall pay to BRAD any [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] due to such delay. BRAD
shall use its reasonable efforts to prevent such delay or price
increase.
12.8 Should there be a delay in delivery caused either by any failure of
Buyer described in this Article 12, or by an event to which reference
is made in Article 18.2 in connection with the Applicable BFE, and if
such delay cannot reasonably be minimized, cured, eliminated or worked
around by agreement of the Parties, Buyer agrees that BRAD may, at its
sole option,
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Initials
Buyer _____ BRAD _____
<PAGE> 22
deliver the Aircraft without installing the unapproved, delayed or
non-conforming Applicable BFE, and Buyer agrees to take delivery of
and pay for the Aircraft.
12.9 If this Agreement is terminated in whole or in part in accordance with
the provisions hereof, BRAD will elect to, by written notice to Buyer,
either:
(a) purchase the Applicable BFE ordered by Buyer and/or received
by BRAD at a price mutually agreed upon by BRAD and Buyer
(including shipping charges); or
(b) return the Applicable BFE to Buyer at Buyer's risk and expense
at a location designated by Buyer.
12.10 In the event of Buyer's failure to perform any of its obligations set
forth in this Article 12 which cause, directly or indirectly a delay
in BRAD offering the Aircraft for inspection and acceptance in
accordance with Article 4.2, BRAD shall not be in default under this
Agreement [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] as a result thereof and shall be relieved of
any and all obligations [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]. Buyer shall pay [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] expenses and daily
interest at the Interest Rate on the Purchase Price of the relevant
Aircraft for each day of delay arising from or in connection with the
aforementioned delay of an Aircraft [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION].
ARTICLE 13 - FAA APPROVAL AND REGULATORY CHANGES
13.1 As provided in Article 6.1, at the time of Actual Delivery of each
Aircraft, BRAD will possess a valid FAR Part 25 Type Certificate for
the Aircraft. The responsibility for the costs of FAR Part 25
requirements will be as provided below.
13.2 If any change or modification to an Aircraft, or further testing of
such Aircraft, is required by any law, governmental regulation or
requirement (or, in each case, official interpretation thereof) by any
Competent Authority having jurisdiction, including the FAA, in order
to meet the requirements of FAR Part 25 and in each case is required
before, on or after the date of this Agreement but prior to Actual
Delivery of such Aircraft (a "Regulatory Change"), BRAD will implement
such Regulatory Change to the affected [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION].
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
13.4 BRAD shall promptly issue a Notice to Buyer, identifying any
Regulatory Change required to be made under this Article 13, which
shall set forth in detail the particular changes to be made and the
effect, if any, of such changes on design, performance, weight,
balance, time of
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Initials
Buyer _____ BRAD _____
<PAGE> 23
delivery, Basic Aircraft Price and Purchase Price. Any Notice issued
pursuant to this Article shall be effective and binding upon the date
of BRAD's transmittal of such Notice.
ARTICLE 14 - INTENTIONALLY LEFT BLANK
ARTICLE 15 - CHANGES
15.1 Other than a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] or a Regulatory Change as described in Article 13.2,
any change to this Agreement (including the Specification) or any
features of the Aircraft or any addition or deletion of BFE/Additional
BFE not previously accounted for, if any, requested by either Party
hereto, and as may be mutually agreed upon by the Parties hereto,
shall be made using a change order ("Change Order") substantially in
the format of Schedule K hereto. Should either Party request a
change, BRAD shall promptly advise Buyer of:
(a) the effect, if any, of such Change Order on the Scheduled
Delivery Month, Schedule Delivery Week and the Readiness Date
(each as may be known at the time) and the Aircraft on which
the change will be effected;
(b) the price and payment terms applicable to the Change Order;
and
(c) the effect, if any, of such Change Order on any other material
provisions of this Agreement (including the Specification or
Performance Guarantees set forth in Letter Agreement No. 9)
which will be affected by the Change Order.
Such Change Order shall only become effective and binding on the
Parties hereto when signed by a duly authorized representative of each
Party.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
15.3 At least [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] prior to the Schedule Delivery Quarter of the first
Aircraft, BRAD will prepare, and will allow Buyer a reasonable
opportunity to inspect, a full size mock-up of the interior of the
Aircraft, including the passenger seating areas, the flight attendant
work and seating areas and the lavatories (the "Mock-up").
Additionally, at [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION] prior to the Scheduled Delivery Quarter of the
first Aircraft, BRAD will provide to Buyer detailed drawings of the
Aircraft's cargo areas, ground service access panels and cockpit (the
"Drawings"). At any time [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] or more prior to the delivery of an
Aircraft, BRAD will make, after consultation with Buyer and at no
charge to Buyer, minor changes to
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Initials
Buyer _____ BRAD _____
<PAGE> 24
the design of the Aircraft, including any such changes that are a
result of Buyer's inspection of the Mock-up or the Drawings, that
Buyer may reasonably request.
ARTICLE 16 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
ARTICLE 17 - PATENT INDEMNITY
17.1 In the case of any actual or alleged infringement of any Canadian or
United States patent or, subject to the conditions and exceptions set
forth below, any patent issued under the laws of any other country in
which Buyer from time to time may lawfully operate the Aircraft
("Other Patents"), by (a) the Aircraft, or by any system, accessory,
equipment or part installed in such Aircraft at the time title to such
Aircraft passes to Buyer; (b) the Aircraft or any system, accessory,
equipment or part thereof as modified by BRAD for Buyer to the extent
such actual or alleged patent infringement results from such
modification; or (c) any system, accessory, equipment or part held in
Buyer's inventory or installed upon the Aircraft subsequent to the
time the title to such Aircraft passes to Buyer that in each case was
sold by BRAD to Buyer, then in each case BRAD shall indemnify, defend,
protect and hold harmless Buyer from and against all claims, suits,
actions, liabilities, damages and costs resulting from such alleged or
actual infringement, excluding any indirect, incidental or
consequential or punitive damages (which include without limitation
loss of revenue or loss of profit) and BRAD shall, at its expense,
take one of the following actions, which action may be selected by
BRAD:
(a) procure for Buyer the right under such patent to use such
system, accessory, equipment or part; or
(b) replace such system, accessory, equipment or part with one of
the similar nature and at least the same quality, utility and
maintainability that is non-infringing; or
(c) modify such system, accessory, equipment or part to make same
non-infringing in a manner such as to keep it otherwise in
compliance with the requirements of this Agreement (including
being of at least the same quality and utility and similar
maintainability).
17.2 BRAD's obligation hereunder shall extend to Other Patents only if at
the time the Claim arises:
(a) such other country and the country in which the Aircraft is
permanently registered have ratified and adhered to and are at
the time of the actual or alleged infringement contracting
parties to the Chicago Convention on International Civil
Aviation of December 7, 1944 and are fully entitled to all
benefits of Article 27 thereof; and
(b) such other country and the country of registration shall each
have been a party to the International Convention for the
Protection of Industrial Property (Paris Convention)
Page 24
Initials
Buyer _____ BRAD _____
<PAGE> 25
or have enacted patent laws which recognize and give adequate
protection to inventions made by the nationals of other
countries which have ratified, adhered to and are contracting
parties to either of the forgoing conventions.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
ARTICLE 18 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
ARTICLE 19 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
ARTICLE 20 - TERMINATION
20.1 This Agreement may be terminated, in whole or in part, with respect to
any or all of the undelivered Aircraft before the Actual Delivery by
BRAD or Buyer by notice of termination to the other Party upon the
occurrence of any of the following events with respect to the other
Party:
(a) the other Party makes a general assignment of all or
substantially all of its assets for the benefit of creditors,
becomes insolvent or admits in writing its inability to pay
its debts as they become due or the other Party ceases to pay
its debts as they become due or the other Party ceases doing
business as a going concern or suspends all or substantially
all of its business operations; or
(b) the other Party applies for the appointment of a receiver,
custodian, liquidator or trustee; or a receiver, custodian,
liquidator or trustee is appointed for the other Party or for
substantially all of such other Party's assets and, if
appointed without such Party's consent, such appointment is
not discharged or stayed within [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION] calendar days
thereafter; or
(c) proceedings or action under any law relating to bankruptcy,
insolvency, reorganization, readjustment of debt, dissolution,
liquidation or any similar proceeding for the relief of
debtors are instituted by or against the other Party, and, if
contested by such other Party, are not dismissed or stayed
within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] calendar days thereafter; or
(d) any writ of attachment or execution or any similar process is
issued or levied against the other Party or any significant
part of its property and is not released, stayed,
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Initials
Buyer _____ BRAD _____
<PAGE> 26
bonded or vacated within [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] calendar days after its
issue or levy.
20.2 In addition, this Agreement may be terminated, in whole or in part,
before the Actual Delivery with respect to any or all undelivered
Aircraft:
(a) as otherwise provided in this Agreement; or
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
20.3 In case of termination by BRAD of this Agreement under [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
(a) all rights (including property rights), if any, which Buyer or
its assignee may have or may have had in or to this Agreement
with regard to the undelivered Aircraft or all of the
undelivered Aircraft, as applicable, shall become null and
void with immediate effect;
(b) BRAD may sell, lease or otherwise dispose of such undelivered
Aircraft to another party free of any claim by Buyer;
(c) all amounts paid, including any deposits, by Buyer with
respect to the applicable undelivered Aircraft shall be
retained by BRAD [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
20.4 In the event of termination of this Agreement by Buyer [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
20.5 For greater certainty, the Parties agree that Buyer shall not have the
right to terminate this Agreement under Article 20.2 (c) in cases of
either (a) delay in the delivery of an Aircraft and (b) loss,
destruction or damage beyond economic repair of an Aircraft. Such
termination rights of Buyer shall only exist, where applicable, under
Articles [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] 19.1 respectively. For greater certainty, the Parties
agree that BRAD shall not have the right to terminate this Agreement
under Article 20.2(b) in case of Buyer's failure to accept pay for and
take delivery of any Aircraft. Such termination rights of BRAD shall
only exist, where applicable, under Article 4.6.
ARTICLE 21 - LIMITATION OF LIABILITY
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[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
ARTICLE 22 - GOVERNING LAW
22.1 THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS
AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.
22.2 Buyer and BRAD agree that all disputes arising under this Purchase
Agreement shall be resolved in accordance with the procedures set
forth in Article 34. The United Nations Convention on International
Sales shall not apply to this Purchase Agreement or the transactions
contemplated hereby.
ARTICLE 23 - TERMS
23.1 Technical and trade terms not otherwise defined herein shall have the
meanings assigned to them as generally accepted in the international
aircraft manufacturing industry. All monetary amounts contained in
this Agreement refer to U.S. dollars and any payments requested by
either Party hereunder or under this Agreement shall be in U.S.
Dollars.
ARTICLE 24 - SALES, LEASE, SUBLEASE AND ASSIGNMENT RIGHTS
24.1 Buyer shall have the right (without relieving Buyer of its obligations
under this Agreement) to sell, lease, sublease, assign, transfer,
convey or dispose of any or all of the Aircraft and retain or pass
through any or all of the rights, benefits and obligations (including
those pertaining to warranties) provided in this Agreement without the
prior consent of BRAD to (a) any wholly-owned subsidiary of Buyer, (b)
any leasing affiliate of Buyer, (c) any other affiliate of Buyer of
greater or equal financial capability or (d) any financial or other
institution involved in financing the Aircraft for Buyer provided in
each case that (i) Buyer shall remain jointly and severally liable
with the assignee for the performance of its obligations under this
Agreement and (ii) there is no increase in liability and/or
responsibility of BRAD.
24.2 Subject to Buyer's assignment rights under Article 24.1, for greater
certainty, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] granted by BRAD are personal to Buyer and may not be
negotiated, transferred, assigned or disposed of to any other person
in any way without BRAD's consent (which shall not be unreasonably
withheld or delayed) and that as a condition of its consent to
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assignment BRAD shall be entitled, as a condition to giving its
consent, to require a reasonable amendment of the applicable
provisions.
24.3 Notwithstanding the other provisions of this Article 24, BRAD shall,
at Buyer's cost and expense, if so requested in writing by Buyer, take
any action reasonably required for the purpose of causing any of the
Aircraft to be subjected (a) to, after the Actual Delivery Date, an
equipment trust, conditional sale or lien, or (b) to another
arrangement for the financing of the Aircraft by Buyer, providing,
however, there shall be no increase in the liability and/or
responsibility of BRAD arising through such financing.
24.4 BRAD may assign, convey, sell, transfer, dispose of, retain or pass
through (in whole or in part) any or all of its rights, benefits and
obligations hereunder to a wholly-owned subsidiary or affiliate ( a
"BRAD Affiliate") without the prior consent of Buyer provided that (a)
there is no increase to the liability and/or responsibility of Buyer
and (b) BRAD remains jointly and severally liable with any assignee
for the performance of its obligation under this Agreement.
24.5 BRAD may assign any of its rights to receive money hereunder without
the prior consent of Buyer.
24.6 Except as provided in this Agreement, neither Party may sell, lease,
sublease, assign, transfer, convey or dispose of this Agreement, or
any of such Party's rights, duties or obligations hereunder, without
the prior written consent of the other Party (which shall not be
unreasonably withheld or delayed). Notwithstanding such consent the
Party receiving such consent shall not be relieved of any of its
obligations under this Agreement. Any attempted sale, lease,
sublease, assignment, transfer, conveyance, or disposition which does
not comply with this Article 24 shall be null and void.
ARTICLE 25 - CONFIDENTIALITY
25.1 This Agreement is confidential between the Parties and shall not,
without the prior written consent of the other Party, be disclosed by
either Party in whole or in part to any other person or body except as
set forth below.
25.2 Except as set forth below, each Party shall hold confidential and
shall not reproduce any technical data or information supplied by or
on behalf of the other Party or divulge the same to any third party
without the prior written consent of the other Party (which consent
shall not be unreasonably delayed or withheld). Except as set forth
below, neither Party will disclose the Evaluation Materials (as
defined below) to any third party without the prior written consent of
the other Party (which consent shall not be unreasonably withheld or
delayed). The term "Evaluation Materials" shall mean and include the
respective (i) data, reports, interpretations, forecasts, records,
statements and documents in each case in written, documentary,
computer or electronic form of any kind to the extent they contain
information concerning BRAD or Buyer, as the case may be, which is not
available to the general public and which the other
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Party or its representatives (including its affiliates, directors,
officers, employees, agents and advisors (including attorneys,
accountants, consultants, bankers and financial advisers of the Party)
("Representatives")) provide or have provided, to the recipient (the
"Recipient") or any of its Representatives for the purposes of the
transactions contemplated by this Agreement (the "Transactions") and
(ii) information, reports, analyses, compilations, studies,
interpretations, forecasts, records or other material prepared by the
Recipient in each case in written, documentary, computer or electronic
form containing, in whole or any part, any Evaluation Materials.
Evaluation Materials may be disclosed to the Representatives of the
Recipient who need to know the information for the purposes of
evaluating and analyzing the Transaction, it being understood that
they will be advised by the Recipient of the confidential nature of
such information and that by receiving such information they are
agreeing to be bound by the terms of this Article 25.
25.3 Either Party may announce the signing of this Agreement by means of a
notice to the press provided that the content and date of the notice
has been consented to by the other Party (which consent shall not be
unreasonably delayed or withheld).
25.4 In the event either Party (the "Filing Party") now or hereafter has a
class of securities registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
is subject to the reporting requirements of Section 15(d) thereof, or
the Filing Party proposes to effect an offering of securities
registered under the Securities Act of 1933, as amended (the
"Securities Act"), and in any such case, the Filing Party reasonably
determines, based upon the advise of counsel that this Agreement is a
"material contract" as described in Item 601 of Regulations S-K, and
is required to be filed as an exhibit to a registration statement
under the Securities Act or a periodic report under the Exchange Act,
the Filing Party shall notify the other Party, by written notice, at
least thirty (30) days prior to the date of such anticipated filing of
such determination and the reasons therefor, and shall use its
reasonable efforts to work with the other Party to prepare and file
with the Securities and Exchange Commission (the "Commission") a
request for confidential treatment pursuant to Rule 24b-2 under the
Exchange Act or Rule 406 under the Securities Act, as the case may be,
with respect to information in this Agreement, and such other
information as the other Party may reasonably request.
25.5 Any of the information that is required to be kept confidential
pursuant to the provisions of Articles 25.1 and 25.2 (the
"Confidential Information") may be disclosed to the extent such
information is information that (a) at the time of the disclosure is
publicly available or becomes publicly available through no act or
omission of the Party having a confidentiality obligation under this
Agreement, (b) may be reasonably necessary for either party to carry
out its obligations or enforce its rights under this Agreement, (c) is
independently and lawfully acquired or developed by such disclosing
Party, (d) is disclosed despite the exercise of reasonable care which
shall be at least the same degree of care as such Party takes to
safeguard comparable confidential information of its own, (e) is
required to be disclosed for the operation, maintenance, overhaul or
repair of the Aircraft provided the recipient agrees to hold
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<PAGE> 30
same in confidence and to use same only for the purposes stated above,
(f) is required to be disclosed by Buyer by any lending or financial
institution or leasing company or other participant in any equipment
trust, conditional sale, lease, security agreement, chattel mortgage
or other arrangement for the financing or use of the Aircraft by Buyer
or for the financing of any of Buyer's obligations under this
Agreement, (g) is disclosed as required by court order or as otherwise
required by law (including federal securities laws), on the condition
that prompt notice of the requirement for such disclosure is given to
the other Party prior to making any disclosure unless impossible (this
phrase only applies with respect to this subsection (g) ), (h) as may
be reasonably required by BRAD for purposes of analytical or technical
product support, improvement or enhancement of customer support
services, (i) is disclosed to independent auditors, accountants or
attorneys of the disclosing party who shall be advised of the
confidential nature of same, or (j) is disclosed to the disclosing
Party by a third party that did not acquire the information under an
obligation of confidentiality.
25.6 To the extent that the other Party objects to the disclosure of
confidential information, the Party from which the disclosure is
sought shall (a) use all reasonable and lawful efforts to resist
making any disclosure of such Confidential Information, (b) use all
reasonable and lawful efforts to limit the amount of such Confidential
Information to be disclosed, (c) use all reasonable efforts to obtain
a protective order or other appropriate relief to minimize the further
dissemination of the Confidential Information to be disclosed and (d)
give the Party objecting to disclosure the opportunity to seek
confidential treatment with regard to the Confidential Information.
The provisions of this Article 25 shall survive the termination or
expiration of this Agreement for whatever reason.
ARTICLE 26 - COMPLIANCE WITH APPLICABLE LAWS
26.1 Each Party shall comply with all applicable laws, rules, and
regulations promulgated by Competent Authorities, with respect to its
obligations under this Agreement, and with respect to all of the
transactions contemplated hereby. Except as provided in this
Agreement, each Party shall, at its own expense, obtain and maintain
the governmental authorizations, licenses, approvals, registrations,
and filings that may be required of it under applicable law, and under
applicable rules and regulations promulgated by Competent Authorities,
to execute or perform under this Agreement. For purposes of this
Agreement, "Competent Authorities" shall mean any national, federal,
state, provincial, county, local, or municipal government body,
bureau, commission, board, board of arbitration, instrumentality,
authority, agency, court, department, inspectorate, minister,
ministry, official, or public or statutory entity or person (whether
autonomous or not) having jurisdiction over any of the Parties in
relation to this Agreement or any of the transactions contemplated
hereby.
ARTICLE 27 - REPRESENTATIONS AND WARRANTIES
27.1 Effective as of the date of this Agreement and as of the Actual
Delivery of each Aircraft, BRAD represents and warrants that:
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(a) BRAD is a corporation duly organized, validly existing and in
good standing under the laws of Canada and has all necessary
corporate power and authority to conduct the business in which
it is currently engaged and to enter into and perform its
obligations under this Agreement;
(b) BRAD has taken, or caused to be taken, all necessary corporate
action to authorize the execution and delivery of this
Agreement and the performance of its obligations hereunder;
(c) The execution and delivery by BRAD of this Agreement, the
performance by BRAD of its obligations hereunder and the
consummation by BRAD of the transactions contemplated hereby,
do not and will not (i) violate or conflict with any provision
of the constitutional documents of BRAD, (ii) violate or
conflict with any law, rule, or regulation applicable to or
binding on BRAD, or (iii) violate or constitute any breach or
default under any agreement, instrument or document to which
BRAD is a party or by which BRAD or any of its properties is
or may be bound or affected;
(d) The execution and delivery by BRAD of this Agreement, the
performance by BRAD of its obligations hereunder and the
consummation by BRAD of the transactions contemplated hereby
do not and will not require the consent, approval or
authorization of, or the giving of notice to, or the
registration with, or the recording or filing of any documents
with, or the taking of any other action in respect of, (i) any
trustee or other holder of any indebtedness or obligation of
BRAD, (ii) any federal, provincial, municipal, or local
government regulatory, judicial or administrative entity of
competent jurisdiction, or (iii) any other party;
(e) This Agreement has been duly authorized, executed and
delivered by BRAD and, assuming the due authorization,
execution and delivery hereof by the Buyer, constitutes the
legal, valid and binding obligation of BRAD enforceable
against BRAD in accordance with the terms hereof, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar
laws affecting the rights of creditors generally and general
principles of equity, whether considered in a proceeding at
law or in equity; and
(f) Each of the foregoing representations and warranties shall
survive the execution and delivery of this Agreement and any
termination hereof.
27.2 Effective as of the date of this Agreement and as of the Actual
Delivery of each Aircraft, Buyer represents and warrants that:
(a) Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has
all necessary corporate power and authority to
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<PAGE> 32
conduct the business in which it is currently engaged and to
enter into and perform its obligations under this Agreement;
(b) Buyer has taken, or caused to be taken, all necessary
corporate action to authorize the execution and delivery of
this Agreement and the performance of its obligations
hereunder;
(c) The execution and delivery by Buyer of this Agreement, the
performance by Buyer of its obligations hereunder and the
consummation by Buyer of the transactions contemplated hereby,
do not and will not (i) violate or conflict with any provision
of the constitutional documents of Buyer, (ii) violate or
conflict with any law, rule, or regulation applicable to or
binding on Buyer, or (iii) violate or constitute any breach or
default under any agreement, instrument or document to which
Buyer is a party or by which Buyer or any of its properties is
or may be bound or affected;
(d) The execution and delivery by Buyer of this Agreement, the
performance by Buyer of its obligations hereunder and the
consummation by Buyer of the transactions contemplated hereby
do not and will not require the consent, approval or
authorization of, or the giving of notice to, or the
registration with, or the recording or filing of any documents
with, or the taking of any other action in respect of, (i) any
trustee or other holder of any indebtedness or obligation of
Buyer, (ii) any national, federal, state, or local government
regulatory, judicial or administrative entity of competent
jurisdiction, or (iii) any other party;
(e) This Agreement has been duly authorized, executed and
delivered by Buyer and, assuming the due authorization,
execution and delivery hereof by BRAD, constitutes the legal,
valid and binding obligation of Buyer enforceable against
Buyer in accordance with the terms hereof, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar
laws affecting the rights of creditors generally and general
principles of equity, whether considered in a proceeding at
law or in equity;
(f) By a filing with the Secretary of State of Delaware, effective
as of December 22, 1997, Buyer's corporate name was changed
from AMR Eagle, Inc. to AMR Eagle Holding Corporation; and
(g) Each of the foregoing representations and warranties shall
survive the execution and delivery of this Agreement and any
termination hereof.
ARTICLE 28 - AGREEMENT
28.1 This Agreement and the matters referred to herein constitute the
entire Agreement between BRAD and Buyer and supersede and cancel all
prior representations, brochures, warranties,
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statements, negotiations, undertakings, letters, memoranda of
agreement, proposal, acceptances, agreements, understandings,
contracts and communications (including the Memorandum of
Understanding dated 17 June 1997 and the Confidentiality Agreement
dated June 4, 1997), whether oral or written, between BRAD and Buyer
or their respective agents, with respect to or in connection with the
subject matter of this Agreement. No agreement or understanding shall
vary the terms and conditions hereof unless it is in writing and duly
signed by their respective authorized representatives.
28.2 If any of the provisions of this Agreement are for any reason declared
by final judgement (from which all rights of appeal have expired) of a
court of competent jurisdiction to be unenforceable or ineffective,
those provisions shall be deemed severed from this Agreement in the
jurisdiction in question and such contravention, illegality,
invalidity or unenforceability shall not in any way prejudice or
affect the remaining parts of this Agreement which shall continue in
full force and effect.
28.3 THE BENEFIT OF THE WAIVER, RELEASE, RENUNCIATION AND EXCLUSION OF
LIABILITY IN ARTICLE 21 EXTENDS ALSO TO THE OTHER DIVISIONS, OTHER
SUBSIDIARIES, AND OTHER AFFILIATES OF BOMBARDIER INC., INCLUDING DE
HAVILLAND INC. (COLLECTIVELY THE "BOMBARDIER GROUP") AND TO THE
OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES OF THE BOMBARDIER
GROUP, ON WHOSE BEHALF AND FOR WHOSE BENEFIT BRAD IS, FOR PURPOSES OF
THIS ARTICLE 28.3, ACTING AS AGENT AND TRUSTEE.
ARTICLE 29 - INDEPENDENT CONTRACTOR
29.1 Each of the Parties is an independent contractor. Nothing in this
Agreement is intended or shall be construed to create or establish any
agency, partnership, joint venture, or fiduciary relationship between
the Parties. Neither Party nor any of its affiliates has any
authority to act for or to incur any obligations on behalf of or in
the name of the other Party or any of its affiliates.
ARTICLE 30 - CAPTIONS, HEREOF, INCLUDING
30.1 The captions and headings appearing in this Agreement have been
inserted as a matter of convenience and in no way define, limit, or
enlarge the scope of this Agreement or any of the provisions hereof.
"Including" or "include" shall be deemed to mean "limitation" or
"include without limitation," respectively, unless otherwise specified
in this Agreement. All references in this Agreement to "herein,"
"hereof," "hereto," "hereby," or "hereunder" shall be deemed
references to this Agreement as a whole and not to any particular
section, subsection, paragraph, subparagraph, sentence or clause of
this Agreement.
ARTICLE 31 - SCHEDULES
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31.1 The schedules and letters of agreement to this Agreement are
incorporated into this Agreement and form a part hereof for all
intents and purposes.
ARTICLE 32 - REMEDIES
32.1 Unless otherwise expressly provided herein, all remedies provided for
herein are cumulative and, to the extent provided in the next
sentence, exclusive. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] However, in no event shall either
Party be able to recover any duplication of payment or recovery
regardless of the number of remedies used.
ARTICLE 33 - COSTS
33.1 Each Party shall bear its own costs of attorneys, accountants and
financial advisors in connection with the preparation, negotiation and
execution of this Agreement, and other transaction documentation
(provided, however, that the allocation of such costs with respect to
financing documentation shall be addressed in the Financing Term
Sheet).
ARTICLE 34 - ARBITRATION
34.1 The Parties agree that if they cannot resolve the proper apportionment
among them of responsibility for or with respect to any Claim, or any
other dispute or alleged dispute that may arise in connection with the
interpretation of any provision of this Agreement or the performance,
failure to perform, or breach by any Party of its obligations under
this Agreement (each a "Dispute"), such Dispute shall be referred to
and finally and confidentially resolved by arbitration under the Rules
of the London Court of International Arbitration (the "Arbitration
Rules"), which rules are deemed to be incorporated by reference
herein, except as they may be modified herein or by mutual agreement
of the Parties. In the event of a conflict between the Arbitration
Rules and the provisions of this Agreement, the provisions of this
Agreement shall prevail. The arbitration proceedings shall take place
in New York, New York, and shall be conducted in the English language.
34.2 Each of the Parties expressly and irrevocably waives its rights to
bring suit against the other in any court of law regarding this
Agreement, except for the limited purpose of enforcing an arbitral
award obtained hereunder or obtaining any injunctive, temporary or
preventive relief as may be available to it for the purpose of
maintaining the status quo pending the completion of the arbitration
for a breach or threatened breach by the other Party of this Agreement
which threatens irreparable damage, in which case suit may be brought
in any court of competent jurisdiction. Each Party, to the fullest
extent it may effectively do so under applicable laws, rules or
regulations, irrevocably waives and agrees not to assert, by way of
motion, as a defense or otherwise, any claim that is not subject to
the arbitration hereunder.
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34.3 The arbitration, including the rendering of the award, shall be
conducted by three (3) arbitrators; provided, however, that the
arbitration may be conducted by only one (1) arbitrator if the Parties
so agree in advance of the arbitration and are able to agree upon a
single, mutually acceptable individual. The arbitrator(s) shall be
first nominated and then appointed in accordance with the Arbitration
Rules. The Party initiating the arbitration (the "Claimant") shall
appoint an arbitrator in its request for arbitration (the "Request").
The other Party (the "Respondent") shall appoint an arbitrator within
fifteen (15) days of receipt of the Request and shall notify the
Claimant of such appointment in writing. If within fifteen (15) days
of receipt of the Request by the Respondent, the Respondent has not
appointed an arbitrator, then that arbitrator shall be appointed by
the London Court of International Arbitration. The first two (2)
arbitrators appointed in accord with this provision shall appoint a
third arbitrator within fifteen (15) days after the London Court of
International Arbitration has notified the Parities (and any
arbitrator already appointed) of its appointment of an arbitrator on
behalf of the Party failing to appoint. When the third arbitrator has
accepted the appointment, the two (2) arbitrators making the
appointment shall promptly notify the Parties of the appointment. If
the first two (2) arbitrators appointed fail to appoint a third
arbitrator or to so notify the Party within the time period prescribed
above, the London Court of International Arbitration shall appoint the
third arbitrator and shall promptly notify the parties of the
appointment. The third arbitrator shall act as chairperson of the
tribunal (in accordance with Rule 3.3). Each of the arbitrators
shall, to the extent appropriate, be knowledgeable about the legal,
marketing and other business aspects of the airline industry (provided
that such persons are then available) and fluent in the English
language. If a Party does not object to an arbitrator within seven
(7) days of appointment, such arbitrator shall be conclusively
presumed to have such qualifications. Initially and until written
notice has been received to the contrary, all notifications and
communications arising from the arbitral proceedings may be made to
the Parties in the manner and to the address specified in Article 37
of this Agreement.
34.4 In order to facilitate the comprehensive resolution of related
Disputes, any Party, may, within twenty-one (21) days after the
commencement of any arbitration, apply to consolidate that arbitration
proceeding with any one (1) or more arbitration proceedings previously
commenced pursuant to this Agreement. Such application shall be made
to the arbitration tribunal in the earliest filed arbitration among
those that the Party seeks to consolidate (the "First Tribunal"),
which shall have the sole power to determine such issue. The First
Tribunal shall not consolidate such arbitrations unless it determines
that (a) there are issues of fact and law common to the two (2)
proceedings so that a consolidated proceeding would be more efficient
than separate proceedings, and (b) no Party would be prejudiced as a
result of such consolidation through undue delay or otherwise. In
case the arbitration proceedings are consolidated, the First Tribunal
shall serve as the tribunal for all consolidated proceedings.
34.5 The Parties agree to use commercially reasonable efforts to complete
the arbitration within ninety (90) days commencing from the date the
last arbitrator accepts his or her appointment. Any decision or award
of the arbitrator(s) shall be based solely on the terms of this
Agreement and the substantive governing law applicable thereto.
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34.6 All decisions of the arbitrator(s) shall be in writing stating the
reason therefor, shall be final and conclusive, and shall be binding
on the Parties. Any arbitral award may include an award of costs,
including reasonable attorney's fees and disbursements. Judgement
upon the award in the arbitration may be entered and enforced by any
court of competent jurisdiction. The Parties agree to exclude, to the
fullest extent permitted by applicable law, rule or regulation any
right of application or appeal to any court in connection with any
question of law arising in the course of arbitration proceedings or
out of any decision or award by the arbitrators. The Parties
expressly agree that the arbitrator(s) shall have the authority to
award damages. The Parties also expressly agree that the
arbitrator(s) shall not act as an amiable(s) compositeur(s).
34.7 Each of the Parties irrevocably submits to the personal jurisdiction
of the U.S. District Court for the Southern District of the State of
New York and of the Supreme Court of the State of New York, New York
County for purposes of enforcing any award rendered in the
arbitration. Each Party, to the fullest extent it may effectively do
so under applicable law, rule or regulation, irrevocably waives and
agrees not to assert, by way of motion, as a defense or otherwise, any
claim and cause of action that it is not subject to the jurisdiction
of any such court, any objection that it may have or may hereafter
have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that suit has been brought in
an inconvenient forum.
34.8 To the extent that either Party or any of its property is or becomes
entitled at any time to any immunity on the grounds of sovereignty or
otherwise, from (a) any legal action, suit, arbitration proceeding or
other proceeding, (b) set-off or counterclaim, (c) the jurisdiction of
any court of competent jurisdiction, (d) service of process, (e)
relief by way of injunction, order for specific performance, or for
recovery of property, (f) attachment of its assets prior to judgement
or after judgement, (g) attachment in aid of execution or levy, (h)
execution or enforcement of any decree or judgement, or (i) judgement
or jurisdiction, that Party, for itself and its property, does, to the
full extent permitted by applicable law, rule or regulation, hereby
irrevocably and unconditionally waive all rights to, and agrees not to
plead or claim, any such immunity with respect to its obligations,
liabilities or any other matter under or arising out of or in
connection with this Agreement, or the subject matter hereof. Such
agreement shall be irrevocable and not subject to withdrawal in any
and all jurisdictions included under the Foreign Sovereign Immunities
Act of 1976 of the United States of America.
ARTICLE 35 - INTENTIONALLY DELETED
ARTICLE 36 - SUCCESSORS
36.1 This Agreement shall inure to the benefit of and be binding upon each
of BRAD and Buyer and their respective successors and permitted
assignees.
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ARTICLE 37 - NOTICES
37.1 Any notice, request, approval, permission, consent or other
communication ("Notice"), to be given or required under this Agreement
shall be provided in writing, by registered mail, facsimile, courier,
telegraphic or other electronic communication providing reasonable
proof of transmission, except that no notice shall be sent by mail if
disruption of postal service exists or is threatened either in the
country of origin or of destination, by the party giving the Notice
and shall be addressed as follows:
(a) Notice to BRAD shall be addressed to:
Bombardier Inc.
Bombardier Regional Aircraft Division
123 Garratt Boulevard
Downsview, Ontario
Canada
M3K 1Y5
Attention: Director of Contracts
Telex:06-22128
Facsimile: (416) 375-4533
(b) Notice to Buyer shall be addressed to:
AMR Eagle Holding Corporation
4333 Amon Carter Blvd.
MD 5494
Fort Worth, Texas 76155
USA
Attn: Senior Vice President of Planning
Phone: (817) 967-3905
Fax: (817) 967-0977
(c) With a courtesy copy to:
American Airlines, Inc.
4333 Amon Carter Blvd.
MD 5675
Fort Worth, Texas 76155
USA
Attn: Corporate Secretary
Phone: (817) 967-1254
Fax: (817) 967-2937
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37.2 Notice given in accordance with Article 37.1 shall be deemed
sufficiently given to and received by the addressees:
(a) if delivered by hand, on the day when the same shall have been
so delivered; or
(b) if mailed or sent by courier on the day indicated on the
corresponding acknowledgement of receipt; or
(c) if sent by telex or facsimile on the day indicated by the
acknowledgement or the answer back of the receiver in provable
form.
37.3 Each Party irrevocably appoints CT Corporation, with offices on the
date hereof at 1633 Broadway, New York, New York 10019 (hereinafter
referred to as the "Process Agent"), to receive, for it and on its
behalf, service of process (except for any notices pursuant to a
proceeding under Article 34 hereof, for which notices shall be
provided as set forth in Article 37.1 hereof). If for any reason the
Process Agent is unable to act as such, each Party will promptly
notify the other Party and within thirty (30) days appoint a
substitute process agent acceptable to the other Party. The Parties
irrevocably consent to service of process given in the manner provided
for notices in Article 34. Nothing in this Agreement will affect the
right of either Party to serve process in any other manner permitted
by law.
ARTICLE 38 - NO WAIVER
38.1 No waiver of any breach or obligation under this Agreement by either
Party shall constitute a waiver of any subsequent similar breach or
obligation or of any other provision hereof. No waiver shall be
effective unless made in writing and signed by a duly authorized
representative of the waiving Party.
ARTICLE 39 - TIME
39.1 Time is of the essence with respect to the performance of the
provisions hereof.
ARTICLE 40 - FURTHER ASSURANCES
40.1 Each Party shall do and perform, at such Party's expense, such further
acts and execute and deliver such further instruments and documents as
may be required by applicable law, rule or regulation or as may be
reasonably requested by the other Party to effectuate the purposes of
this Agreement.
ARTICLE 41 - LANGUAGE
41.1 The parties hereto have expressly required that this Agreement be
drafted in English. Les parties aux presentes ont expressement exige
que la presente entente soit redigee en anglais.
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Initials
Buyer _____ BRAD _____
<PAGE> 39
ARTICLE 42 - EFFECT OF TERMINATION
42.1 Notwithstanding any other provision of this Agreement, in the event
this Agreement is terminated, whether in whole or in part, the
Parties' [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
ARTICLE 43 - STATUS OF AFFILIATES OF BUYER
43.1 Where Buyer's right to a benefit under this Agreement is determined by
the number of Aircraft operated by the Buyer or the length of
ownership of an Aircraft by Buyer, any Aircraft operated by affiliates
of Buyer shall count as Aircraft operated by Buyer.
ARTICLE 44 - MUTUAL AGREEMENT
44.1 Buyer and BRAD agree that this Agreement has been the subject of
discussions and negotiations and is fully understood by the Parties
and that the Purchase Price of each Aircraft and the other mutual
agreements of the Parties set forth herein have been arrived at in
consideration of the other provisions contained in this Agreement,
including related services, the [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] and the limitation of liability
provisions contained in this Agreement.
ARTICLE 45 - SURVIVAL
45.1 The provisions of Articles 25 and 34 shall survive the termination of
this Agreement, in accordance with their terms.
ARTICLE 46 - COUNTERPARTS
46.1 This Agreement may be executed in separate counterparts, each of which
when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one (1) and the same
instrument. Execution may be effected by delivery of facsimiles of
signature pages (and the Parties shall follow such delivery by prompt
delivery of originals of such pages).
Page 39
Initials
Buyer _____ BRAD _____
<PAGE> 40
IN WITNESS WHEREOF THIS AGREEMENT WAS SIGNED ON THE DATE WRITTEN HEREOF:
For and on behalf of For an on behalf of
AMR EAGLE HOLDING CORPORATION: BOMBARDIER INC.:
Per: Per:
------------------- -------------
Daniel P. Garton
Title: President Title:
------------
Per:
--------------
Title:
------------
Page 40
Initials
Buyer _____ BRAD _____
<PAGE> 41
SCHEDULES
<TABLE>
<S> <C> <C>
SCHEDULE A -- SPECIFICATION
SCHEDULE B -- BUYER SELECTED OPTIONAL FEATURES
SCHEDULE C -- CUSTOMER SUPPORT SERVICES
-- TECHNICAL SUPPORT
-- SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT
-- TRAINING
-- TECHNICAL DATA
SCHEDULE D -- WARRANTY AND SERVICE LIFE POLICY
SCHEDULE E -- DELIVERY SCHEDULE
SCHEDULE F -- CERTIFICATE OF ACCEPTANCE
SCHEDULE G -- BILL OF SALE
SCHEDULE H -- CERTIFICATE OF RECEIPT OF AIRCRAFT
SCHEDULE I -- ECONOMIC ADJUSTMENT FORMULA
SCHEDULE J -- BUYER FURNISHED EQUIPMENT
SCHEDULE K -- CHANGE ORDER
</TABLE>
Page 1
Initials
Buyer ____ BRAD ____
<PAGE> 42
SCHEDULE A
SPECIFICATION
RAD - 670 - 111
ISSUE NC
OCTOBER 1997
Page 2
Initials
Buyer ____ BRAD ____
<PAGE> 43
SCHEDULE B
BUYER SELECTED OPTIONAL FEATURES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Page 3
Initials
Buyer ____ BRAD ____
<PAGE> 44
SCHEDULE C
CUSTOMER SUPPORT SERVICES
TECHNICAL SUPPORT, SPARE PARTS, TRAINING AND
TECHNICAL DATA
The following Customer Support Services are those services to which reference
is made in Article 3 of the Agreement.
ARTICLE 1 - TECHNICAL SUPPORT
1.1 SERVICE
BRAD agrees to maintain or cause to be maintained the capability to
respond to Buyer's technical inquiries, to conduct investigations
concerning repetitive maintenance problems and to issue findings and
recommend action thereon. This service shall be provided
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
1.2 FIELD SERVICE REPRESENTATIVE AND START UP TEAM
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
ARTICLE 2 - SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT
2.0 DEFINITIONS
(a) "BRAD PARTS":
are any parts, ground support equipment, tools and test
equipment which bear an in-house Cage Code number in the BRAD
Provisioning Files (as that expression is defined in ATA
Specification 200).
(b) "POWER PLANT PARTS":
are any power plant or power plant part or assembly carrying
the power plant manufacturer's part number or any part
furnished by the power plant manufacturer for incorporation on
the Aircraft.
(c) "VENDOR PARTS":
are any parts, ground support equipment, tools and test
equipment for the Aircraft which are not BRAD Parts or Power
Plant Parts.
Page 4
Initials
Buyer ____ BRAD ____
<PAGE> 45
(d) "SPARE PARTS":
are all materials, parts, assemblies, special tools and items
of equipment, including ground support equipment, BRAD Parts,
Power Plant Parts and Vendor Parts ordered for the Aircraft
by Buyer from BRAD.
(e) "ORDER":
is any order for Spare Parts issued by Buyer to BRAD.
(f) "TECHNICAL DATA":
shall have the meaning attributed to it in Schedule C Article
4.1.
(g) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
(h) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.1 TERM AND APPLICABILITY
The term of this Schedule C Article 2 shall become effective on the
date hereof and shall, except as otherwise provided herein, remain in
full force and effect with respect to the purchase and sale of Spare
Parts for each Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
2.2 ORDER TERMS
Terms and conditions hereof shall apply to all Orders placed by Buyer
with BRAD in lieu of any terms and conditions in Buyer's or BRAD's
purchase orders.
2.3 PURCHASE AND SALE OF SPARE PARTS
2.3.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.4 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.4.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
Page 5
Initials
Buyer ____ BRAD ____
<PAGE> 46
2.4.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.5 PURCHASE OF VENDOR PARTS & POWER PLANT PARTS
Except for Vendor Parts ordered through BRAD which are covered by
Article 2.13.2 hereof, Vendor Parts shall be delivered [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.6 SPARE PARTS PRICING
2.6.1 SPARE PARTS PRICE CATALOGUE
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.6.2 BRAD PRICES FOR VENDOR PARTS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.6.3 QUOTATIONS
2.6.3.1 Price and delivery quotations for items not included in the
Spare Parts Price Catalogue shall be provided at Buyer's
request by BRAD. Such price quotations will be held firm for a
period of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.] or such longer period as
may specified by BRAD.
2.6.3.2 BRAD shall respond to Buyer's request for lead time quotes,
price quotes and acknowledge all Orders placed in the
following time frame:
(a) for Spare Parts in the spares classes "S", "A" and
"E" and any item in stock, BRAD will respond within
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION] of Buyer's request, and
(b) for Spare Parts in classes "B", "C", "D" and "N",
BRAD will respond within [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] of
Buyer's request.
In responding to Buyer's Order, such acknowledgment shall
include price, in US dollars, lead times, scheduled delivery
data and other pertinent information. Formal definitions of
"S", "A", and "E", "B", "C", "D" and "N" spares classes are
attached as Schedule C, Attachment B.
Page 6
Initials
Buyer ____ BRAD ____
<PAGE> 47
2.6.3.3 For [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.6.4 PRICE APPLICABILITY
The purchase price of BRAD Parts shall be the applicable price
set forth in the Spare Parts Price Catalogue (subject to the
provisions of this Schedule C) at the time of receipt by BRAD
of Buyer's order in the case of BRAD Parts listed in the Spare
Parts Price Catalogue or, in the case of BRAD Parts not listed
in the Spares Parts Price Catalogue, as quoted by BRAD to
Buyer upon request.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION
2.6.5 CURRENCY, CUSTOMS COVERAGE AND TAXES
All Spare Parts Price Catalogue and quotation prices shall be
in U.S. dollars and, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
2.6.6 VENDOR PRICING
BRAD shall use reasonable efforts to require its major vendors
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] ninety (90) calendar day notice period prior to
changing a published price.
2.7 PROVISIONING
2.7.1 PRE-PROVISIONING/PROVISIONING CONFERENCE
Pre-provisioning and provisioning conferences shall be
convened on dates to be mutually agreed between Buyer and BRAD
in order to:
(a) discuss the operational parameters to be provided by
Buyer to BRAD which BRAD considers necessary for
preparing its quantity
recommendations for initial provisioning of Spare
Parts to be purchased from BRAD or vendors
("Provisioning Items");
(b) review Buyer's ground support equipment and special
tool requirements for the Aircraft;
Page 7
Initials
Buyer ____ BRAD ____
<PAGE> 48
(c) discuss the format of the provisioning documentation
to be provided to Buyer from BRAD for the selection
of Provisioning Items; and
(d) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
The time and location of the pre-provisioning conference shall
be mutually agreed upon between the parties; however, BRAD and
Buyer shall use their reasonable efforts to convene such
meeting within [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] days after execution of the
Agreement.
2.8 INITIAL PROVISIONING DOCUMENTATION
Initial provisioning documentation for BRAD Parts and Vendor Parts
shall be provided by BRAD as follows:
(a) As soon as practical, but in no event later than [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
months prior to the Scheduled Delivery Month of the first
Aircraft, BRAD shall provide to Buyer the following documents
(each of which shall be in English and shall utilize US
measurements): (i) a complete initial provisioning
recommendation that includes all proprietary parts, third
party vendor items, consumables, hardware, and lubricants,
which initial provisioning recommendation shall be provided in
an electronic format mutually agreed upon by the Parties,
provided same is not in [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION], as well as in hard copy
format and (ii) a customized recommendation for tooling
special-to-type and standard ground support equipment required
for maintenance of the Aircraft. Subject to the requirements
of Article 2.7.1(d), BRAD shall also arrange an initial
provisioning conference to be held at an agreed to facility
and date with Buyer.
Revisions to this provisioning data shall be issued by BRAD
every [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] days [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] or as may be mutually agreed;
(b) For further clarity, BRAD will use commercially reasonable
efforts to ensure that initial provisioning data supplied to
Buyer shall comply with the latest certification standard of
the Aircraft and that said data shall allow ordering of Spare
Parts consistent with the status of the parts installed on the
Aircraft. The foregoing is provided on the premise that any
changes required to the initial provisioning list as a result
of changes to the mod status of the Aircraft from the date of
the
Page 8
Initials
Buyer ____ BRAD ____
<PAGE> 49
compilation of the initial provisioning data to the delivery
of the last Aircraft are subject to an approved corresponding
revision of BRAD's Spare Parts recommendation.
(c) Buyer shall place initial provisioning purchase orders within
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] after reaching mutual agreement on the initial
provisioning recommendation provided to Buyer by BRAD at the
initial provisioning conference. BRAD and Buyer shall also
review the initial provisioning requirements to establish a
list of Spare Parts having lead times which fall outside the
delivery of the first Aircraft to Buyer. BRAD shall use
commercially reasonable efforts to ensure that those lead
times which fall outside of the delivery of the first Aircraft
are improved in order to adequately support entry of the
Aircraft into service and sustained service.
(d) The Illustrated Parts Catalogue designed to support
provisioning shall be issued concurrently with provisioning
data files and revised at [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] calendar day intervals.
(e) As soon as may be practical, but in no event later than
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] prior to the Scheduled Delivery Month of the first
Aircraft, BRAD shall provide a cross reference/interchangeable
parts listing, including, but not limited to, hardware,
sealants, adhesives, and electrical connectors for the
Aircraft within a period consistent with Buyer's schedule of
revenue service introduction. Such listing shall cross
reference parts to standard aeronautical ("AN"), military
("MS") or other norms. Thereafter, BRAD shall regularly
provide in printed format and in a mutually agreed electronic
format [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION], data detailing interchangeable, superseded,
and obsolete part number information.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
Until [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] BRAD shall, at Buyer's request and subject to
the exceptions in Schedule C Article 2.8.4,
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
Page 9
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Buyer ____ BRAD ____
<PAGE> 50
2.8.5 NOTIFICATION AND FORMAT
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] Buyer's notification shall include a detailed
summary, in part number sequence, of the Provisioning Items
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] Such summary shall be in the form of listings as
may be mutually agreed between BRAD and Buyer, and shall
include part number, nomenclature, purchase order number,
purchase order date and quantity [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION]
Within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] after receipt of Buyer's notification BRAD
shall advise Buyer, in writing, when BRAD's review of such
summary from Buyer will be completed which shall in all cases
be within a reasonable period of time.
2.8.6 REVIEW AND ACCEPTANCE BY BRAD
Upon completion of BRAD's review of any detailed summary
submitted by Buyer pursuant to Schedule C Article 2.8.5, BRAD
shall issue to Buyer a Material [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION]
2.8.8 INTENTIONALLY LEFT BLANK
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.9 PROCEDURE FOR ORDERING SPARE PARTS
Orders for Spare Parts may be placed by Buyer to BRAD by any method of
order placement (including but not limited to SITA, ARINC, telecopier,
letter, telex, facsimile, telephone or hard copy purchase order).
2.9.1 REQUIREMENTS
Orders shall include at a minimum Buyer's purchase order
number, part number, nomenclature, quantity, delivery schedule
requested, shipping instructions and BRAD's price, if
available. Buyer agrees that orders placed with BRAD shall be
in an electronic format mutually agreed upon by the Parties or
such other format as the Parties may agree upon.
Page 10
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Buyer ____ BRAD ____
<PAGE> 51
2.9.2 PROCESSING OF ORDERS
Upon acceptance of any Order, unless otherwise directed by
Buyer, BRAD shall, if the Spare Parts are in stock, proceed
immediately to prepare the Spare Parts for shipment to Buyer.
If BRAD does not have the Spare Parts in stock, BRAD shall
proceed immediately to acquire or manufacture the Spare Parts.
Subject to the terms and conditions of this Schedule C, the
purchase order status and actions related to the shipment of
Spare Parts shall be generally consistent with the provisions
of the World Airline Suppliers Guide and the applicable
portions of ATA Specification 300, as applicable to Buyer.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.10 PACKING
All Spare Parts ordered shall be packed to meet ATA 300 standards as
amended from time to time. All AOG orders will be handled, processed,
packed and shipped separately.
2.11 PACKING LIST
BRAD shall insert in each shipment a packing list/release note
itemized to show:
(a) the contents of the shipment,
(b) the approved signature of BRAD's TC authority attesting to the
airworthiness of the Spare Parts, and
(c) value of the shipment for customs clearance, if required, and
(d) Shipments correctly marked for customs purpose.
2.12 CONTAINER MARKS
Upon Buyer's request each container shall be marked with shipping
marks as specified on the Order. In addition BRAD shall, upon
request, include in the markings: gross weight and cubic
measurements.
2.13 DELIVERY, TITLE AND RISK OF LOSS
2.13.1 DELIVERY POINT
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.15 FREIGHT FORWARDER
If Buyer elects to use the services of a freight forwarder for the
onward movement of Spare Parts, Buyer agrees to release BRAD from and
indemnify it for any liability for any
Page 11
Initials
Buyer ____ BRAD ____
<PAGE> 52
fines or seizures of Spare Parts imposed under any governmental goods
in transit regulations. Any such fines levied against BRAD will be
invoiced to Buyer and any Spare Parts seized under such regulations
will be deemed to be received, inspected, and accepted by Buyer at the
time of seizure.
2.16 REIMBURSEMENT OF EXPENSES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.18 INSPECTION AND ACCEPTANCE
All Spare Parts shall be subject to inspection by Buyer at their
destination. Use of Spare Parts or failure of Buyer to give notice of
rejection within thirty (30) days after actual receipt shall
constitute acceptance. Acceptance shall be final and Buyer waives the
right to revoke acceptance for any reason, whether or not known to
Buyer at the time of acceptance.
2.19 REJECTION
Any notice of rejection referred to in Schedule C Article 2.18 shall
specify the reasons for rejection. BRAD shall, at its option, correct,
repair or replace the rejected damaged or defective Spare Parts. Buyer
shall, upon receipt of BRAD's written instructions and Material Return
Authorization ("MRA") number, return a rejected, damaged or defective
Spare Part to BRAD at its specified plant, or other destination as may
be mutually agreeable. [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.] BRAD shall return such Spare Part
or replacement as soon as reasonably possible. Any corrected, repaired
or replacement Spare Parts shall be subject to the provisions of this
Agreement.
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Buyer ____ BRAD ____
<PAGE> 53
2.20 PAYMENT
The payment terms shall be net [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] of invoice date. Any overdue amount
shall bear interest from the due date until actual payment is received
by BRAD at the Interest Rate.
2.21 PAYMENT FOR PROVISIONING ITEMS
Payment of the balance for Provisioning Items shall be made by Buyer
immediately within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]. Any overdue amount shall bear interest at the
Interest Rate from the date of delivery until actual payment is
received by BRAD.
2.22 INTENTIONALLY DELETED
2.23 INTENTIONALLY DELETED
2.24 INTENTIONALLY DELETED
2.25 INTENTIONALLY DELETED
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.27 INTENTIONALLY DELETED
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
ARTICLE 3 TRAINING
3.1 GENERAL TERMS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
ARTICLE 4 - TECHNICAL DATA
4.1 TECHNICAL DATA PROVIDED
4.1.1 BRAD shall furnish to Buyer the Technical Data described in
Attachment A hereto (the "Technical Data") in quantities set
forth in Schedule C Attachment A
Page 13
Initials
Buyer ____ BRAD ____
<PAGE> 54
at no charge to Buyer. The Technical Data shall be in the
English language and shall provide information on items
manufactured according to BRAD's detailed design and in those
units of measures used in the Specification or as may
otherwise be required to reflect Aircraft instrumentation as
may be mutually agreed. Applicable revision services will be
provided at no charge to Buyer for the period commencing on
the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
4.1.2 Upon Buyer's request and at least [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] prior to the
first day of the Scheduled Delivery Month of the first
Aircraft or as the Parties may otherwise agree, BRAD will
provide, at no charge to Buyer and in the form then available,
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] of the sets of technical publications
provided for Article 4.1.1 above, which shall be updated by
BRAD from time to time. These publications will be made
available in paper or electronic (digital) format, where
available, at Buyer's option as soon as they are available.
4.2 SHIPMENT
Technical Data provided hereunder shall be delivered to the facilities
designated by Buyer in the United States and at the time indicated in
Attachment A. BRAD shall provide to Buyer, as part of the publications
included under this Agreement and at no cost to Buyer, preliminary
Illustrated Parts Catalogs ("IPCs") and Component Maintenance Manuals
("CMMs") prior to the first initial provisioning conference, the
delivery of the manuals is tentatively scheduled at [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] prior to the
first day of the Scheduled Delivery Quarter.
4.3 PROPRIETARY TECHNICAL DATA
It is understood and Buyer acknowledges that the Technical Data
provided herein is proprietary to BRAD and all rights to copyright
belong to BRAD and the Technical Data shall be kept confidential by
Buyer. Buyer agrees to use the Technical Data solely to maintain,
operate, overhaul or repair the Aircraft or to make installation or
alteration thereto subject to the provisions of the Agreement.
Technical Data shall not be disclosed to third parties or used by
Buyer or furnished by Buyer for the design or manufacture of any
aircraft or Spare Parts including BRAD Parts or items of equipment,
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]. Notwithstanding the foregoing, Buyer shall inform its
employees of the confidential nature of the Technical Data and
otherwise use due care and diligence with respect to the protection of
the confidential nature of the Technical Data, including the
identification and labelling of the Technical Data as confidential.
Page 14
Initials
Buyer ____ BRAD ____
<PAGE> 55
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
Page 15
Initials
Buyer ____ BRAD ____
<PAGE> 56
ATTACHMENT A
SCHEDULE C
LIST OF TECHNICAL DATA
COLUMN HEADING EXPLANATION OF CODES
ITEM
1 DOC DOCUMENT
Title of Technical Data provided.
2 CONFIG CONFIGURATION
G = Contains data common to all aircraft of the same
type (Generic).
C = Contains data unique to Buyer's Aircraft
(Customized).
3 MEDIUM Buyer selects one of the following media specified in
the table:
1 = Print two sides
3 = Print one side
4 = Laminated Cardboard
5 = Digital (CD ROM -will be provided,
subject to availability)
4 REVISION Y = Periodic revision service applies
N = Revision service not applicable
S = Revised as required by BRAD
5 QUANTITY
(Number) = Quantity per the Agreement
(Number) PER = Quantity per Aircraft
6 DELIVERY
[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE
COMMISSION]
7 ATA Y = Document is per ATA Specification
100, Revision 26.
N = Document is to BRAD's existing
commercial practices.
Page 16
Initials
Buyer ____ BRAD ____
<PAGE> 57
TECHNICAL DATA
REGIONAL JET
<TABLE>
<CAPTION>
ITEM DOC CONF MEDIUM * REV * ATA REMARKS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. AIRCRAFT MAINTENANCE MANUAL (AMM) G 1, 5 * Y * Y
2. ILLUSTRATED PARTS MANUAL/CATALOG (IPC) G 1, 5 * Y * Y NOTE 6
3. STRUCTURAL REPAIR MANUAL (SRM) G 1, 5 * Y * Y
4. COMPONENT MAINTENANCE MANUAL (CMM) G 1, 5 * Y * Y NOTE 6
5. POWER PLANT BUILD-UP MANUAL G 1, 5 * Y * Y
6. WIRING DIAGRAM MANUAL C 1, 5 * Y * Y
7. ILLUSTRATED TOOL & EQUIPMENT MANUAL (ITEM) G 1, 5 * Y * Y
8. SERVICE BULLETINS G 1, 5 * S * Y NOTE 2
9. NON DESTRUCTIVE TEST MANUAL (NDT) G 1, 5 * Y * Y
10. MAINTENANCE PROGRAM DOCUMENT (MPD) G 1, 5 * S * Y NOTE 3
11. FAA OR DOT AIRPLANE FLIGHT MANUAL (AFM) C 1, 5 * S * N
12 WEIGHT & BALANCE MANUAL G 1, 5 * Y * Y
13 MASTER MINIMUM EQUIPMENT LIST (MMEL) G 1, 5 * S * N
14 QUICK REFERENCE HANDBOOK C 1, 5 * S * N
15. FLIGHT CREW OPERATING MANUAL (FCOM) C 1, 5 * S * N NOTE 1
16. MAINTENANCE TASK CARDS C 3, 5 * S * N
17. FLIGHT PLANNING & CRUISE CONTROL MANUAL G 1, 5 * S * N
18. AIRCRAFT CHARACTERISTICS FOR AIRPORT PLANNING G 1, 5 * N * N NOTE 4
* *
20. MAINTENANCE FACILITIES & EQUIPMENT PLANNING G 1, 5 * S * N
MANUAL
21. SYSTEM SCHEMATIC MANUAL (SSM) G 1, 5 * Y * Y
22. PASSENGER INFORMATION SHEET G 3, 5 * S * N NOTE 5
23. PILOT CHECKLIST C 4, 5 * S * N
24. CRASH CREW CHART G 4, 5 * S * N
25. DISPATCH DEVIATION GUIDE G 1, 5 * S * N
26. POWER PLANT GROUND RUN MANUAL G 1, 5 * S * N
27. FAULT ISOLATION MANUAL (FIM) C 1, 5 * Y * N
</TABLE>
Page 17
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Buyer ____ BRAD ____
<PAGE> 58
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
28. REFUEL/DEFUEL HANDBOOK G 1, 5 * Y * Y
29. ATA CHAPTER BREAKDOWN G 1, 5 * Y * Y
30. COMPUTER SELF-TEST/BITE RESET USER GUIDE G 1, 5 * S * N
</TABLE>
*[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
** To the extent there are unique characteristics in the publication that are
specific to any aircraft, BRAD shall provide additional copies of the
applicable pages necessary for incorporation into a master document.
Page 18
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Buyer ____ BRAD ____
<PAGE> 59
NOTE 1: REVISION SERVICE
. Provided the revision service is being supplied under the
terms of this Agreement or by subsequent purchase order, BRAD
shall incorporate in the applicable documents all applicable
BRAD originated Service Bulletins in a regular revision
following formal notification by Buyer that such Service
Bulletins shall be accomplished on the Buyer's Aircraft. The
manuals shall then contain both original and revised
configuration until Buyer advises BRAD in writing that one
configuration is no longer required.
NOTE 2: SERVICE BULLETINS
Aperture cards of the service drawing(s) will be provided in
lieu of drawings when practical.
NOTE 3: MAINTENANCE PROGRAM DOCUMENT
This manual provides the basis for Buyer's initial maintenance
program.
NOTE 4: AIRCRAFT CHARACTERISTICS FOR AIRPORT PLANNING
This manual contains data on Aircraft ground manoeuvre and
handling.
NOTE 5: PASSENGER INFORMATION CARDS
BRAD will provide one (1) reproducible master for the
preparation of passenger information cards. [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
NOTE 6: IPC AND CMM MANUALS
Delivered prior to the IPC Conference, subject to availability
Page 19
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Buyer ____ BRAD ____
<PAGE> 60
ATTACHMENT B
SCHEDULE C
SPARE PARTS CLASSIFICATION DEFINITIONS
Three dimensions have been selected to establish the classifications:
[Class: Stock Classification, as defined by World Airline Supplier's
Guide (W.A.S.G.)]
Dollar Value: Based on extended sales volume.
Hits: The number of customer orders placed for a given item.
Priority: Frequency of AOGs.
Each part is classified independently on the above criteria. When an item
receives different classes, the highest class has been selected; for example.
if a part was a very low dollar value (e.g. "D") but was frequently used (e.g.
"A"), it would be an "A".
In addition to the above, BRAD has introduced two (2) other dimensions:
Unit Cost: The unit value of an item will be monitored to ensure that
items which are the very high cost drivers are segregated.
New Parts: The date a part was created will be monitored to ensure that
items which had never been ordered but have recently started
having usage are monitored closely.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
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<PAGE> 61
SCHEDULE D
WARRANTY AND SERVICE LIFE POLICY
ARTICLE 1 - WARRANTY
The following warranty (the "Warranty") is that to which reference is made in
Article 3 of the Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
ARTICLE 3 - SERVICE LIFE POLICY
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
ARTICLE 4 - GENERAL
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
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<PAGE> 62
SCHEDULE D
ATTACHMENT A
CRJ 700
COVERED COMPONENTS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
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Buyer ____ BRAD ____
<PAGE> 63
SCHEDULE E-1
Firm Aircraft Delivery Schedule
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
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<PAGE> 64
SCHEDULE E-2
OPTION AIRCRAFT DELIVERY SCHEDULE
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
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<PAGE> 65
SCHEDULE F
CERTIFICATE OF ACCEPTANCE
The undersigned hereby acknowledges on behalf of Buyer that the
Aircraft bearing manufacturer's serial number ____________________
fitted with two (2) General Electric CF-34-8C1 turbofan engines
bearing serial numbers _____________________ and __________________
has been satisfactorily ground and flight tested, and is [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] in
accordance with the terms and conditions of this Agreement signed on
the 31st day of January, 1998 between Bombardier Inc., represented by
and through its Bombardier Regional Aircraft Division, and Buyer.
Place:_______________________________ Date:______________________________
SIGNED FOR AND ON BEHALF OF
AMR EAGLE HOLDING CORPORATION
Per: _____________________________
Title: _____________________________
Page 25
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<PAGE> 66
SCHEDULE G
WARRANTY BILL OF SALE
1. FOR VALUABLE CONSIDERATION, BOMBARDIER INC., REPRESENTED BY AND
THROUGH ITS BOMBARDIER REGIONAL AIRCRAFT DIVISION ("BRAD"), OWNER OF
THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS
FOLLOWS:
ONE CANADAIR REGIONAL JET MODEL CL-600-2C10
AIRCRAFT BEARING:
MANUFACTURER'S SERIAL NO.: ___________________________,
TOGETHER
WITH TWO (2) GENERAL ELECTRIC COMPANY
CF34-8C1 JET ENGINES SERIAL NOS. __________________________
___________________________,
AND
ONE (1) AUXILIARY POWER UNIT NO.: ___________________________
AND ALL APPLIANCES, PARTS, INSTRUMENTS, APPURTENANCES,
ACCESSORIES, FURNISHINGS OR OTHER EQUIPMENT OR PROPERTY
INSTALLED ON OR ATTACHED TO SAID AIRCRAFT, ENGINES AND
AUXILIARY POWER UNIT (TOGETHER WITH SUCH AIRCRAFT, ENGINES AND
AUXILIARY POWER UNIT BEING THE "AIRCRAFT")
DOES THIS DAY OF 200 HEREBY SELL, GRANT,
TRANSFER AND DELIVER ALL RIGHT, TITLE AND INTEREST IN AND TO SUCH
AIRCRAFT UNTO:______________________________.
BY VIRTUE OF THE EXECUTION OF THIS BILL OF SALE, BRAD HEREBY DIVESTS
ITSELF OF ALL ITS RIGHT, TITLE AND INTEREST OF ANY KIND IN THE
AIRCRAFT, IN FAVOUR OF BUYER.
BRAD WARRANTS TO BUYER, ITS SUCCESSORS AND ASSIGNS THAT ON THE DATE
HEREOF IT IS THE LAWFUL OWNER OF GOOD, VALID AND MARKETABLE TITLE IN
AND TO THE AIRCRAFT AND HAS GOOD RIGHT TO SELL THE SAME AND THAT SUCH
TITLE TO THE AIRCRAFT IS ON THE DATE HEREOF FREE AND CLEAR OF ALL
CLAIMS, LIENS, ENCUMBRANCES AND RIGHTS OF OTHERS OF ANY NATURE
WHATSOEVER (OTHER THAN THOSE CREATED BY OR THROUGH BUYER) AND THAT
BRAD WILL DEFEND
Page 26
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Buyer ____ BRAD ____
<PAGE> 67
SUCH TITLE FOREVER AGAINST SUCH CLAIMS, LIENS, ENCUMBRANCES AND RIGHTS
OF OTHERS OF ANY NATURE WHATSOEVER (OTHER THAN THOSE CREATED BY OR
THROUGH BUYER).
THIS WARRANTY BILL OF SALE, AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
BUYER:
PLACE:_____________________________ TIME:_______________________
For and on behalf of
Bombardier, Inc.
Per: ____________________________________
Title:____________________________________
Page 27
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<PAGE> 68
SCHEDULE H
CERTIFICATE OF RECEIPT OF AIRCRAFT
THE UNDERSIGNED HEREBY ACKNOWLEDGES TO HAVE TAKEN ACTUAL DELIVERY (AS DEFINED
IN THE PURCHASE AGREEMENT DATED JANUARY 31, 1998 BY AND BETWEEN BOMBARDIER INC.
AND AMR EAGLE HOLDING CORPORATION) FROM BOMBARDIER INC., REPRESENTED BY ITS
BOMBARDIER REGIONAL AIRCRAFT DIVISION ("BRAD"), AT THE DORVAL AIRPORT,
ADJACENT TO BRAD'S PLANT IN DORVAL, PROVINCE OF QUEBEC, CANADA, ON THE
_____________ DAY OF ______________ , AT THE HOUR OF _____________ O'CLOCK, ONE
(1) / CANADAIR REGIONAL JET AIRCRAFT MODEL CL-600-2C10 AIRCRAFT, BEARING SERIAL
NUMBER ______________, INCLUDING WITH THE AIRCRAFT TWO (2) CF34-8C1 TURBOFAN
ENGINES BEARING MANUFACTURER'S SERIAL NUMBERS _____________ &
__________________ AND OTHER MAJOR REPLACEABLE ACCESSORIES ATTACHED TO THE
AIRCRAFT AND ENGINES.
Signed for and on behalf of
AMR Eagle Holding Corporation
Per:_______________________________________________
Title:_____________________________________________
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<PAGE> 69
SCHEDULE I
ECONOMIC ADJUSTMENT FORMULA
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
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<PAGE> 70
SCHEDULE J
BUYER FURNISHED EQUIPMENT LIST
AND APPLICABLE CREDITS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
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<PAGE> 71
SCHEDULE K
CHANGE ORDER
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<PAGE> 72
==============================================================================
CONTRACT CHANGE ORDER
==============================================================================
PURCHASER:
PURCHASE AGREEMENT NO.: AIRCRAFT
TYPE:
C.C.O. NO.: DATED:
PAGE __ OF __
REASON FOR CHANGE:
==============================================================================
DESCRIPTION OF CHANGE (including time of implementation and price impact, if
any):
ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN
UNCHANGED
For administrative purposes only, a consolidation of the amendments contained
in this CCO is attached. In the event of inconsistencies between the
consolidation and this CCO, this CCO shall prevail.
==============================================================================
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
BOMBARDIER INC._______________ BUYER:_____________________
SIGNED:_______________________ SIGNED:____________________
DATE:_________________________ DATE:______________________
==============================================================================
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<PAGE> 73
LIST OF LETTER AGREEMENTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
LETTER AGREEMENT TOPIC
- --------------------------------------------------------------------------
<S> <C> <C>
01 *
- --------------------------------------------------------------------------
02 Aircraft Purchase Options
- --------------------------------------------------------------------------
03 Option Aircraft Payment Schedule
- --------------------------------------------------------------------------
04 *
- --------------------------------------------------------------------------
05 Spares Support *
- --------------------------------------------------------------------------
06 *
- --------------------------------------------------------------------------
07 *
- --------------------------------------------------------------------------
08 *
- --------------------------------------------------------------------------
09 *
- --------------------------------------------------------------------------
10 *
- --------------------------------------------------------------------------
11 *
- --------------------------------------------------------------------------
12 Product Improvements
- --------------------------------------------------------------------------
13 *
- --------------------------------------------------------------------------
14 *
- --------------------------------------------------------------------------
15 *
- --------------------------------------------------------------------------
16 *
- --------------------------------------------------------------------------
17 *
- --------------------------------------------------------------------------
18 *
- --------------------------------------------------------------------------
19 *
- --------------------------------------------------------------------------
20 Volume Spares Parts Credit
- --------------------------------------------------------------------------
21 Aircraft Simulator
- --------------------------------------------------------------------------
</TABLE>
*[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
LA Index
to Purchase Agreement 390
-1- 3/11/98
Initials
Buyer ____ BRAD____
<PAGE> 74
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 01 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division, ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
4.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement or Schedule 1. Should there
be any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms hereof, then
this Letter Agreement shall prevail.
Yours very truly,
BOMBARDIER INC. Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
LA No. 01 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer ____ BRAD____
<PAGE> 75
- --------------------------------- -----------------------------
Vice President, Contracts Daniel P. Garton
Bombardier Regional Aircraft Division President
Date: January 31, 1998
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
LA No. 01 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer ____ BRAD____
<PAGE> 76
SCHEDULE 1
LA No. 01 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-3- 3/6/98
Initials
Buyer ____ BRAD____
<PAGE> 77
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: AIRCRAFT PURCHASE OPTIONS
Dear Sirs:
Letter Agreement No. 02 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
4.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
5.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 02 - Option Aircraft
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____-
<PAGE> 78
Yours very truly,
BOMBARDIER INC.
- ---------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
------------------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 02 - Option Aircraft
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____-
<PAGE> 79
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: OPTION AIRCRAFT PAYMENT SCHEDULE
Dear Sirs:
Letter Agreement No. 03 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
1.0 The Basic Aircraft Price of the Option Aircraft shall be established on
the same basis as that of the Firm Aircraft referred to in Article 8 of
the Agreement except that the [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]. BRAD requires and Buyer shall pay
progress payments for the Option Aircraft, as follows:
(a) A refundable deposit of [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] per Option Aircraft is
due within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION] of the execution of the Agreement. Upon
execution of the Agreement (pending receipt of such deposit by
BRAD), BRAD shall reserve and remove the Option Aircraft from
the market for purchase by Buyer;
(b) A non-refundable [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] progress payment equal to
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] of the Basic Aircraft Price of the relevant Option
Aircraft (excluding any increase due to the Economic
Adjustment Formula and
LA No. 03 - Option Aircraft
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 80
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] shall be due at the time the relevant Option
Aircraft is exercised;
LA No. 03 - Option Aircraft
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 81
(c) A non-refundable [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] progress payment equal to
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] of the Basic Aircraft Price of the relevant Option
Aircraft excluding any increase due to the Economic Adjustment
Formula [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION] shall be due [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] prior to the
first day of the Scheduled Delivery Month of the relevant
Option Aircraft;
(d) The balance of the Purchase Price for each Option Aircraft,
after deducting the payments made in this Letter Agreement (a)
through (c) above, shall become due and payable on the Actual
Delivery Date of the relevant Option Aircraft from BRAD to
Buyer; and
(e) Except as otherwise provided in the Agreement, BRAD shall not
be obligated to pay any interest to Buyer on any deposits or
progress payments referenced in this Letter Agreement.
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 03 - Option Aircraft
to Purchase Agreement 390
-3- 3/11/98
Initials
Buyer. ____ BRAD____
<PAGE> 82
Yours very truly,
BOMBARDIER INC.
- --------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
---------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 03 - Option Aircraft
to Purchase Agreement 390
-4- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 83
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 04 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
1.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 04 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/11/98
Initials
Buyer. ____ BRAD____
<PAGE> 84
Yours very truly,
BOMBARDIER INC.
- --------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
----------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 04 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/11/98
Initials
Buyer. ____ BRAD____
<PAGE> 85
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: SPARES SUPPORT AND [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 05 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 05 - Spares Support
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 86
Yours very truly,
BOMBARDIER INC.
- -------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
-----------------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 05 - Spares Support
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 87
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 06 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
3.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
4.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement
LA No. 06 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 88
and the Agreement with respect to the subject matter covered by the
terms hereof, then this Letter Agreement shall prevail.
Yours very truly,
BOMBARDIER INC.
- --------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
----------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 06 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 89
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 07 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
6.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
consent of BRAD, except as may be provided for in the Agreement.
7.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 07 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/11/98
Initials
Buyer. ____ BRAD____
<PAGE> 90
Yours very truly,
BOMBARDIER INC.
- --------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
--------------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 07 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/11/98
Initials
Buyer. ____ BRAD____
<PAGE> 91
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 08 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the
LA No. 08 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 92
Agreement with respect to the subject matter covered by the terms
hereof, then this Letter Agreement shall prevail.
Yours very truly,
BOMBARDIER INC.
- -------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
----------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 08 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 93
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 09 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
1.0 GENERAL:
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
6.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
7.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
LA No. 09 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 94
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 09 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 95
Yours very truly,
BOMBARDIER INC.
- ------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
--------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 09 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-3- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 96
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 10 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
12.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
13.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 10 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ___ BRAD____
<PAGE> 97
Yours very truly,
BOMBARDIER INC.
- --------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
---------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 10 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. _____ BRAD____
<PAGE> 98
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 11 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
5.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
6.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 11 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 99
Yours very truly,
BOMBARDIER INC.
- -------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
--------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 11 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 100
ANNEX A
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
LA No. 11 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-3- 3/11/98
Initials
Buyer. ____ BRAD____
<PAGE> 101
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: PRODUCT IMPROVEMENTS
Dear Sirs:
Letter Agreement No. 12 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
7.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
8.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 12 Product Improvements
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 102
Yours very truly,
BOMBARDIER INC.
- ---------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
---------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 12 Product Improvements
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 103
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 13 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
LA No. 13 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 104
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
Yours very truly,
BOMBARDIER INC.
- ---------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
Daniel P. Garton
President
Date: January 31, 1998
LA No. 13 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 105
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 14 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
7.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
8.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 14 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/11/98
Initials
Buyer. ____ BRAD____
<PAGE> 106
Yours very truly,
BOMBARDIER INC.
- ---------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
----------------------------
Daniel P. Garton
President
Date: January __, 1998
LA No. 14 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/11/98
Initials
Buyer. ____ BRAD____
<PAGE> 107
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 15 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
1.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 15 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 108
Yours very truly,
BOMBARDIER INC.
- -------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
---------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 15 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 109
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 16 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
1.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION].
2.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
3.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
4.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to
LA No. 16 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 110
them in the Agreement. Should there be any inconsistency between this
Letter Agreement and the Agreement with respect to the subject matter
covered by the terms hereof, then this Letter Agreement shall prevail.
Yours very truly,
BOMBARDIER INC.
- --------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
--------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 16 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 111
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 17 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
1.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
3.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
4.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
5.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in
LA No. 17 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 112
whole or with respect to any one (1) or more particular Aircraft, this
Letter Agreement subject to the terms of Article 42 shall also be
terminated in whole or as to such particular Aircraft, as applicable.
All terms not defined herein shall have the meaning ascribed to them in
the Agreement. Should there be any inconsistency between this Letter
Agreement and the Agreement with respect to the subject matter covered
by the terms hereof, then this Letter Agreement shall prevail.
LA No. 17 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 113
Yours very truly,
BOMBARDIER INC.
- --------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
----------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 17 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-3- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 114
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 18 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 18 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 115
Yours very truly,
BOMBARDIER INC.
- --------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
-------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 18 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 116
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 19 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding Corporation
("Buyer") relating to the firm purchase of twenty-five (25) Canadair Regional
Jet aircraft and Buyer's option to purchase another twenty-five (25) such
aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 19 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 117
Yours very truly,
BOMBARDIER INC.
- --------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
---------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 19 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 118
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: VOLUME SPARES PARTS CREDIT
Dear Sirs:
Letter Agreement No. 20 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
7.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of BRAD, except as may be provided for in the
Agreement.
8.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 20 Volume Spares Parts Credit
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 119
Yours very truly,
BOMBARDIER INC.
- --------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
-------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 20 Volume Spares Parts Credit
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
<PAGE> 120
January 31, 1998
AMR Eagle Holding Corporation
Fort Worth
Texas, U.S.A.
76155
Subject: AIRCRAFT TRAINING DEVICES
Dear Sirs:
Letter Agreement No. 21 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division, ("BRAD") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft").
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
6.0 MISCELLANEOUS
6.1 Notwithstanding any other provision of the Agreement, the provisions of
this Letter Agreement are personal to Buyer and shall not be assigned
or otherwise disposed of by Buyer without the prior written consent of
BRAD.
6.2 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 21 Aircraft Training Devices
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer ____ BRAD____
<PAGE> 121
Yours very truly,
BOMBARDIER INC.
- ---------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
--------------------------
Daniel P. Garton
President
Date: January 31, 1998
LA No. 21 Aircraft Training Devices
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer ____ BRAD____
<PAGE> 1
EXHIBIT 10.50
EMB-145
PURCHASE AGREEMENT NUMBER GCT-026/97
EMBRAER - EMPRESA BRASILEIRA
DE AERONAUTICA S.A.
AND
AMR EAGLE, INC.
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
ARTICLE PAGE
<S> <C> <C>
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. SUBJECT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6. DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7. ACCEPTANCE AND TRANSFER OF OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8. DETAILED SPECIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
9. ENGINES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
10. STORAGE CHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
11. DELAYS IN DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
12. INSPECTION AND QUALITY CONTROL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
13. CHANGES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
14. WARRANTY/GUARANTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
15. TECHNICAL ASSISTANCE SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
16. SPARE PARTS SUPPLY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
17. PUBLICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
18. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . 31
19. AIRCRAFT PURCHASE OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
20. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . 33
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
21. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . . 34
22. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . . 34
23. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . . 35
24. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
25. RESTRICTIONS AND PATENT INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
26. MARKETING / PROMOTIONAL RIGHTS [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . 36
27. TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
28. FINANCING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
29. APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
30. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . 38
31. COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
32. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
33. INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
34. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
35. CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
36. INTEGRATED AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
37. EFFECT OF TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
37A. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . 47
38. COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
39. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
40. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . 48
41. TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
42. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . 48
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
43. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
44. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . 49
45. INDEPENDENT CONTRACTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
46. CAPTIONS, HEREOF, INCLUDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
47. INTENTIONALLY LEFT BLANK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
48. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
49. TIME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
50. FURTHER ASSISTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
51. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
52. NO WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
53. COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
54. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] . . . . . . . . . . . . . . . . . . 53
</TABLE>
<PAGE> 5
ATTACHMENTS
"A" - AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION
MARKS
"B" - FERRY EQUIPMENT
"C" - WARRANTY CERTIFICATE - MATERIAL AND WORKMANSHIP
"D" - EMB-145 PRICE ESCALATION FORMULA
"E" - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
"F" - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
"G" - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
"H" - PRODUCT SUPPORT
"I" - BUYER FURNISHED EQUIPMENT
"J" - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
"K" - FORM OF [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] GUARANTEE
<PAGE> 6
PURCHASE AGREEMENT NO. GCT-026/97
THIS AGREEMENT IS ENTERED INTO AS OF THE 22ND DAY OF DECEMBER, 1997, BY AND
BETWEEN EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A. , A BRAZILIAN
CORPORATION WITH ITS HEADQUARTERS LOCATED IN SAO JOSE DOS CAMPOS, BRAZIL, AND
AMR EAGLE, INC., A DELAWARE CORPORATION WITH ITS HEADQUARTERS LOCATED IN FORT
WORTH, TEXAS, FOR THE PURCHASE AND SALE OF EMB-145LR AIRCRAFT, SERVICES AND
RELATED SPARE PARTS.
THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL IT IS SIGNED BY AN
AUTHORIZED OFFICER OF AMR EAGLE, INC AND EXECUTED BY TWO AUTHORIZED OFFICERS OF
EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.
WHEREAS, Buyer intends to buy and Embraer intends to sell certain EMB-145LR
aircraft;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions set forth herein, and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. DEFINITIONS
For the purpose of this Agreement, the following definitions are hereby
adopted by the Parties:
a. Actual Delivery Date - and Actual Delivery - shall have the
definitions provided for in Section 7.c hereof.
b. Aircraft - shall mean the EMB-145LR aircraft or, where there is
more than one of such Aircraft, each of the EMB-145LR aircraft,
manufactured by Embraer, for sale to Buyer pursuant to this
Agreement, according to the EMB-145 aircraft specification
145-MS-384, dated August 7, 1997 (the "Specification"), Attachment
A, and Attachment G hereto. The Specification and the Aircraft
Specific Configuration contained in Attachment A shall be
substituted by a final customized type specification (the "Custom
Type Specification") no later than two (2) months prior to the
Scheduled Delivery Date of the first Aircraft.
c. Basic Price - shall mean the price per Aircraft as defined in
Article 3.a.1.
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 1 of 38
<PAGE> 7
d. Buyer - shall mean AMR Eagle, Inc., a Delaware corporation, and
its successors and permitted assigns (as provided in this
Agreement).
e. CTA - shall mean the Aerospace Technical Center of the Brazilian
Ministry of Aeronautics.
f. Day or Days - shall mean calendar days, unless expressly
referenced as a Business Day or Business Days, which shall mean
any day other than a Saturday, Sunday, or other day on which
banking institutions in Fort Worth, Texas or Sao Paulo, Brazil are
required or permitted by applicable law, rule or regulation to be
closed.
g. Delivery Schedule - shall mean the Aircraft delivery schedule as
provided in Article 5.c.
h. Embraer - shall mean Embraer - EMPRESA BRASILEIRA DE AERONAUTICA
S.A., a Brazilian corporation.
i. Engine or Engines - shall mean the two (2) hot and high enhanced
performance Allison AE3007A1 high bypass ratio turbofan engines
delivered fixed to each airframe.
j. FAA - shall mean the United States Federal Aviation
Administration.
k. Financing Agreements - shall mean (a) those financing documents to
be executed between Buyer and Agencia Especial de Financiamento
Industrial ("FINAME") and Banco Nacional de Desenvolvimento
Economico e Social ("BNDES") (FINAME and BNDES together, the
"Lender"), including but not limited to (i) a Funding Agreement and
any and all agreements entered into pursuant to the Funding
Agreement, and (ii) a Credit Support Provision Agreement and any
and all agreements, including Credit Support Agreements, entered
into pursuant to the Credit Support Provision Agreement; and (b) a
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
l. IP Spares - shall mean line replaceable units, spare parts and
ground support equipment, except engines, to be selected and
purchased by Buyer from Embraer in Brazil pursuant to a
third-party financing arrangement as initial provisions, based on
the initial provisioning list recommended by Embraer and mutually
agreed to by Buyer ("IPL") and delivered in connection with a
specific Aircraft.
m. Parties - shall mean Embraer and Buyer.
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 2 of 38
<PAGE> 8
n. Purchase Agreement, or this Agreement - shall mean this Purchase
Agreement No. GCT-026/97, all of its Attachments, and Letter
Agreement I executed by Buyer and Embraer as of December 22, 1997
("Letter Agreement I").
o. Purchase Price - shall mean the total price per Aircraft,
effective on the relevant Aircraft's Scheduled Delivery Date,
resulting from the application of the escalation formula
established in Attachment D (the "Escalation Formula") to the
Basic Price as set forth in Article 3.a.1.
p. Scheduled Delivery Date - shall mean the targeted closing date
for each Actual Delivery of Aircraft per Article 5.
q. Scheduled Delivery Month - shall mean the month in which each
Aircraft is scheduled to be delivered per Article 5.
r. Scheduled Inspection Date - shall mean the date on which Embraer
makes each Aircraft available to Buyer for inspection, which date
shall be at least [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] prior to the Scheduled Delivery
Date unless otherwise mutually agreed to in writing by the Parties.
s. Services - shall mean all of the technical assistance services
specified in Article 15.
t. Spares - shall mean line replaceable units, spare parts and ground
support equipment purchased through Embraer, except engines, to be
selected from Embraer's illustrated parts catalog and purchased by
Buyer, excluding IP Spares.
2. SUBJECT
a. Embraer shall sell and Buyer shall purchase and take delivery of
forty-two (42) newly manufactured Aircraft ("Firm Aircraft") and,
if Buyer elects to purchase same, twenty-five (25) newly
manufactured option aircraft ("Option Aircraft") upon the terms
and conditions contained in this Agreement.
b. To the extent requested by Buyer, Embraer shall sell and Buyer
shall acquire IP Spares and Spares for each of the Aircraft
referred to in paragraph (a) above. Buyer has informed Embraer of
the Spares and IP Spares selected by Buyer pursuant to the IPL for
the first twenty-five (25) Firm Aircraft. In accordance with
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 3 of 38
<PAGE> 9
Attachment H, Embraer shall, to the extent requested by Buyer,
assist Buyer in the selection of Spares and IP Spares.
c. Embraer shall sell and Buyer shall acquire the Services as
specified in Article 15.
3. PRICE
a. Buyer agrees to pay Embraer, in United States dollars [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] the
following prices:
1. For each Firm Aircraft and the first eight (8) Option
Aircraft delivered to Buyer pursuant to this
Agreement,[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION] and for each Option Aircraft nine (9)
through twenty-five (25), the same amount plus [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
("Basic Price"). The Basic Price shall be escalated
according to the Escalation Formula. The escalated Basic
Price (the "Purchase Price") shall be provided to Buyer two
(2) months prior to each Aircraft's Scheduled Delivery Date.
Except as set forth in this Article the Basic Price
constitutes the entire price Buyer shall pay for each
individual Aircraft and Services.
2. For IP Spares ordered pursuant to this Agreement, the
aggregate price of all IP Spares with respect to each
Aircraft shall not exceed [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] per Aircraft.
b. The Services shall be provided at no additional cost to Buyer. All
other services requested by Buyer to Embraer in writing shall be
billed to Buyer in accordance with Embraer's prevailing rates
therefor.
c. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 4 of 38
<PAGE> 10
4. PAYMENT
To secure the Aircraft delivery positions set forth in Article 5.c, and
to ensure delivery of the Aircraft in accordance with the Delivery
Schedule, Buyer shall pay Embraer for each Aircraft and IP Spares as
follows:
a. Relative to each Firm Aircraft:
1. A deposit of [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] per Firm Aircraft shall be
due and payable by Buyer upon the later of (i) the date of
execution of this Agreement, or [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION] This deposit shall
be non-refundable (subject to the provisions of Articles 28
and 32.b). This deposit shall be considered part of the
payment towards the Basic Price of the relevant Aircraft.
The Parties acknowledge that each of the Firm Aircraft has
been reserved for purchase by Buyer and has been removed from
the market.
2. A non-refundable (subject to the provisions of Articles 28
and 32.b.) progress payment (which shall be considered part
of the payment toward the Basic Price of the relevant
Aircraft) equal to [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] excluding any increase due to
the Escalation Formula, is due and payable upon the later of
(i) the date which is eighteen (18) months prior to the first
day of the Scheduled Delivery Month of the relevant Firm
Aircraft, (ii) the date of execution of this Agreement, or
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
3. A non-refundable (subject to the provisions of Articles 28
and 32.b.) progress payment (which shall be considered part
of the payment toward the Basic Price of the relevant
Aircraft) equal to [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] excluding any increase due
to the Escalation Formula, is due and payable upon the later
of (i) the date which is twelve (12) months prior to the
first day of the Scheduled Delivery Month of the relevant
Firm
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 5 of 38
<PAGE> 11
Aircraft, (ii) the date of execution of this Agreement, or
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
4. A non-refundable (subject to the provisions of Articles 28
and 32.b.) progress payment (which shall be considered part
of the payment toward the Basic Price of the relevant
Aircraft) equal to [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] excluding any increase due
to the Escalation Formula, is due and payable upon the later
of (i) the date which is six (6) months prior to the first
day of the Scheduled Delivery Month of the relevant Firm
Aircraft, (ii) the date of execution of this Agreement, or
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
5. The balance of each Firm Aircraft's Purchase Price shall
become due and payable as provided herein on each Firm
Aircraft's Actual Delivery Date.
6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
b. Relative to Option Aircraft:
In the event the Buyer exercises the option to acquire an Option
Aircraft as provided for in Article 19, payment for each
individual Option Aircraft's Basic Price shall be made as follows:
1. A non-refundable (subject to the provisions of Articles 28
and 32.b.) deposit of [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] per Option Aircraft is
due and payable upon the later of (i) the date of exercise
of the respective Option, (ii) the date of execution of this
Agreement, or [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] This deposit shall be
considered part of the payment towards the Basic Price of
the relevant Option Aircraft.
2. A non-refundable (subject to the provisions of Articles 28
and 32.b.) progress payment (which shall be considered part
of the payment toward the Basic Price of the relevant
Option Aircraft) equal to [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] excluding any
increase due to the Escalation Formula, shall be due and
payable upon the later of (i) the date which is eighteen
(18) months prior to the first day of the Scheduled Delivery
Month of the
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 6 of 38
<PAGE> 12
relevant Option Aircraft, (ii) the date of execution of this
Agreement, or [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
3. A non-refundable (subject to the provisions of Articles 28
and 32.b.) progress payment (which shall be considered part
of the payment toward the Basic Price of the relevant Option
Aircraft) equal to [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] excluding any increase due to
the Escalation Formula, shall be due and payable upon the
later of (i) the date which is twelve (12) months prior to
the first day of the Scheduled Delivery Month of the relevant
Option Aircraft, (ii) the date of execution of this
Agreement, or [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
4. A non-refundable (subject to the provisions of Articles 28
and 32.b.) progress payment (which shall be considered part
of the payment toward the Basic Price of the relevant Option
Aircraft) equal to [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] excluding any increase due to
the Escalation Formula, shall be due and payable upon the
later of (i) the date which is six (6) months prior to the
first day of the Scheduled Delivery Month of the relevant
Option Aircraft, (ii) the date of execution of this
Agreement, or [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
5. The balance of each Option Aircraft's Purchase Price shall
become due and payable as provided herein upon Actual
Delivery of the relevant Option Aircraft from Embraer to
Buyer.
6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
c. Relative to IP Spares:
1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] of the price of the IP Spares for each Aircraft
(as set forth in Article 3.a.2 above) shall become due and
payable upon the later of (i) the date which is three (3)
months prior to the first day of the Scheduled Delivery Month
of such Aircraft as specified in Article 5.c, (ii) the date
of execution of this Agreement, or [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 7 of 38
<PAGE> 13
2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] of such price of the IP Spares for each
Aircraft shall become due and payable upon the later of (i)
the date which is the date of delivery of the IP Spares for
such Aircraft as set forth in Article 5.d, (ii) the date of
execution of this Agreement, or [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION]
3. All payments made pursuant to paragraphs 1 and 2 above
should collectively be referred to as the "IP Spares Price."
d. Interest shall accrue at the rate of [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION] per month or any part
thereof (prorated on the basis of a thirty (30) day month for any
partial months) on any amount which is due and owing and which is
not paid to Embraer as set forth in paragraphs (a) and (b) of this
Article from the third Business Day after the date on which such
payments should have been made as therein set forth, until the
actual receipt by Embraer of such amounts. Such interest shall be
payable on demand by Embraer.
e. Without prejudice to the above, should Buyer fail to make any
payment which is due and owing (other than payments due and owing
pursuant to Articles 4.a.5 and 4.b.5 on the due date) Embraer
shall have the right, upon three (3) Business Days' written notice
to Buyer to delay, at its sole discretion, the relevant Aircraft's
Scheduled Delivery Date by one (1) day for each day that the
Buyer's payment was delayed. In the event Buyer fails to make a
payment due and owing pursuant to Articles 4.a.5 and 4.b.5, on the
due date Embraer shall have the right, in its sole discretion, to
delay the Relevant Aircraft's Scheduled Delivery Date one (1) day
for each day the Buyer's payment due and owing pursuant to
Articles 4.a.5 and 4.b.5 was delayed.
f. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 8 of 38
<PAGE> 14
g. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
h. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
5. DELIVERY
a. SCHEDULED DELIVERY DATE: The Aircraft shall be delivered per the
Aircraft Delivery Schedule set forth in paragraph (c) of this
Article.
1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 9 of 38
<PAGE> 15
2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
b. LOCATION: Each Aircraft shall be delivered to Buyer free and
clear of all liens, claims, charges, and encumbrances of any
nature whatsoever. Delivery of each Aircraft shall take place in
Sao Jose dos Campos, Brazil. At delivery, each Aircraft shall
fully conform to the delivery specifications set forth herein, and
shall otherwise conform to the terms of this Agreement.
c. AIRCRAFT DELIVERY SCHEDULE: Subject to payment in accordance with
Article 4 and each Party's compliance with the terms and
conditions of this Agreement, the Aircraft shall be made
available for delivery by Embraer to Buyer, in the condition
provided by this Agreement, at Sao Jose dos Campos, State of Sao
Paulo, Brazil, according to the following schedule:
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 10 of 38
<PAGE> 16
FIRM AIRCRAFT
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
OPTION AIRCRAFT
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
d. LIMIT ON DELIVERY: Notwithstanding anything set forth herein, in
no event shall Buyer be obligated to take delivery of more than
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] Aircraft in any month.
e. IP Spares: Subject to receipt by Embraer of the list of IP
Spares selected by Buyer from the IPL by the time specified in
Article 2.b. and Embraer's acceptance of such list (which
acceptance shall not be unreasonably withheld or delayed), such IP
Spares shall be delivered by Embraer to Buyer, in F.C.A. (Free
Carrier - Incoterms 1990) condition, at Sao Jose dos Campos, State
of Sao Paulo, Brazil, or at any other port of clearance that is
mutually agreed to by Buyer and Embraer. [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] Should Buyer not
inform Embraer of IP Spares items selected by Buyer within the
schedule set forth in Article 2.b., the IP Spares shall be provided
to Buyer in F.C.A. condition, at the same places above mentioned,
one hundred eighty (180) days after receipt by Embraer of the list
of spares selected by Buyer from the IPL, provided, however, that
Buyer provides such information to Embraer no later than the
relevant Aircraft's Actual Delivery Date. Spares shall be
delivered in accordance with Attachment H, Section M hereof.
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 11 of 38
<PAGE> 17
6. DOCUMENTS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] At
the time of Actual Delivery of each Aircraft, Embraer will possess a valid
type certificate issued by the FAA and applicable to the Aircraft.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Embraer shall assist Buyer in obtaining such certificate. Subject to the
above, it shall be Buyer's responsibility to obtain such FAR Part 25
Individual Certificate of Airworthiness for the Aircraft, at Buyer's sole
expense, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
7. ACCEPTANCE AND TRANSFER OF OWNERSHIP
a. The Aircraft shall be delivered in accordance with the Delivery
Schedule. Prior to the Scheduled Inspection Date, Embraer shall
perform and complete the ground and flight test.
b. On or after the Scheduled Inspection Date, Buyer shall inspect and
conduct an acceptance flight of the Aircraft at Embraer's
facilities in Sao Jose dos Campos, Brazil which shall be conducted
jointly by Buyer and Embraer designated personnel. The inspection
and acceptance flight shall be completed at least three (3)
Business Days prior to the relevant Aircraft's Scheduled Delivery
Date or as Embraer and Buyer shall agree in writing. The fuel for
the Aircraft's
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 12 of 38
<PAGE> 18
acceptance flight test shall be provided by Embraer. [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] Upon
ground check(s) and acceptance test flight(s) acceptable to Buyer,
Buyer shall provide Embraer with a Certificate of Technical
Acceptance.
c. If Buyer finds an Aircraft acceptable, on the relevant Scheduled
Delivery Date, it shall acquire the Aircraft and make the payments
due according to Article 4 and accept delivery of such Aircraft,
whereupon the following shall occur: (i) Embraer shall provide
Buyer a Warranty Bill of Sale, an FAA Form Bill of Sale and an
invoice marked "paid in full"; (ii) Buyer shall provide Embraer
with a Certificate of Acceptance and Delivery, indicating that the
relevant Aircraft has met or exceeded all of the criteria set
forth in the Aircraft Acceptance Guide and satisfies the terms and
conditions of this Agreement; and (iii) Embraer shall provide
Buyer a CTA Certificate of Export. Upon delivery of the
above-referenced bills of sale and certificates, title and risk of
loss with respect to the relevant Aircraft shall pass from Embraer
to Buyer and Actual Delivery ("Actual Delivery") of the relevant
Aircraft shall be deemed to have taken place on such date (the
"Actual Delivery Date").
d. If Buyer declines to accept an Aircraft because it reasonably
believes that the Aircraft does not meet the conditions specified
in this Agreement, Buyer shall promptly give Embraer written
notice of all specific reasons for such refusal and Embraer shall
have five (5) days, commencing on the first day after receipt of
such notice, to take all necessary actions in order to resubmit
the Aircraft to Buyer for reinspection.
e. Buyer shall reinspect the Aircraft within five (5) days after
receipt of notice from Embraer that all necessary actions were
taken.
f. Embraer shall ensure that the IP Spares for each Aircraft are
available for inspection by Buyer on or before the date of
delivery in accordance with Article 5.d and shall notify Buyer of
such availability. Buyer shall be allowed to inspect the IP
Spares to be delivered in connection with each Aircraft.
IP Spares shall be delivered to Buyer FCA, Sao Jose dos Campos,
Brazil, Intercoterm 1990. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 13 of 38
<PAGE> 19
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
g. Should Buyer or Embraer fail to comply with the procedures
specified in any of the preceding items, the other Party shall not
be held liable for any delay in delivery to the extent such delay
was caused by such failure to comply.
8. DETAILED SPECIFICATIONS
The first two Firm Aircraft shall be manufactured in accordance with, and
at Actual Delivery shall meet or exceed the specifications and
requirements contained in, (i) this Agreement and (ii) EMB-145 aircraft
specification 145 MS-328-Rev. G dated August 29, 1997. All other
Aircraft shall be manufactured in accordance with and at Actual Delivery
shall meet or exceed the specifications and requirements contained in (i)
this Agreement and (ii) the Specification.
9. ENGINES
Each of the Engines shall be manufactured in accordance with, and, on the
Actual Delivery Date shall meet or exceed, the specifications and
requirements of Allison Specification C1040, dated January 1997.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
10. STORAGE CHARGE
a. A per day storage charge equal to [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION] per applicable Aircraft
shall be charged by Embraer to Buyer commencing on:
1. The Scheduled Inspection Date if Buyer fails to perform
inspection or reinspection of an Aircraft, within the times
specified in this Agreement, until such inspection or
reinspection is performed and if this Agreement is not
terminated earlier.
2. The Aircraft's Actual Delivery Date if Buyer fails when
otherwise required by this Agreement to remove an Aircraft
from Embraer's facilities within three (3) Business Days of
the Actual Delivery Date of such Aircraft until such
Aircraft is removed, and if this Agreement is not terminated
earlier.
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 14 of 38
<PAGE> 20
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
b. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
c. Buyer shall pay the storage charge as set forth in this Article
10, as applicable, in US dollars [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] after the presentation of an
invoice by Embraer for such storage charges.
11. DELAYS IN DELIVERY
a. TIMELINESS REQUIRED
Except as provided in paragraph b of this Article, Embraer
warrants that there shall be no delays in Actual Delivery of the
Aircraft and:
(i) Agrees that in the event Embraer notifies Buyer of such a
delay (which notification occurs [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] or more
prior to the Scheduled Delivery Date) then, after
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] Days unexcused delay, Embraer shall pay Buyer as
liquidated damages the amounts listed in the following
schedule:
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(ii) Agrees that in the event Embraer notifies Buyer of a delay
(which notification occurs [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] prior to the Scheduled
Delivery Date) then, after [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] Days unexcused delay,
it shall pay Buyer, as liquidated damages, the amounts listed
in the following schedule:
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 15 of 38
<PAGE> 21
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(iii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
In the event that Embraer fails to deliver an Aircraft which
fully conforms to the delivery specifications set forth
herein, Buyer shall not be required to accept such Aircraft
until it complies with such delivery specifications and
(provided that Buyer has performed, after Embraer having
timely afforded Buyer an opportunity to do so, a general
inspection at least five (5) Business Days prior to the
Scheduled Delivery Date and performed an acceptance test
flight at least three (3) Business Days prior to the
Scheduled Delivery Date in accordance with Article 7 of this
Agreement), Embraer shall, after the five (5) Business Days
period described above, be liable for damages as provided in
this Article.
b. EXCUSED DELAY
Neither Party shall be responsible for delays in delivery of
Aircraft to the extent caused by (i) acts of God, riots, wars,
natural disasters, fires, floods, explosions, third-party criminal
acts, earthquakes, serious accidents, epidemics, quarantine
restrictions, acts of government (except as otherwise provided for
in Article 13.f and Article 28 hereof), or [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] or provide any
information as provided by this Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
c. LOSS OF AIRCRAFT PRIOR TO DELIVERY
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 16 of 38
<PAGE> 22
In the event that, prior to the Actual Delivery Date, any Aircraft
is lost, destroyed, or damaged beyond economic repair, and
consequently cannot be delivered as provided in this Agreement,
Buyer shall have the right to either:
1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
2. Terminate this Agreement with respect to the lost,
destroyed, or damaged Aircraft and receive a complete refund
(irrespective of any other provisions of this Agreement
regarding non-refundability of such items) of all deposits
and progress payments associated with such Aircraft (with
interest at the rate of [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] per annum from the
time of payment of such deposits and payments through the
date of termination) associated with such Aircraft.
12. INSPECTION AND QUALITY CONTROL
a. Buyer is hereby allowed to have, at any and all times during
normal business hours, one or more authorized representatives at
Embraer's facilities in order to assure that the Aircraft, IP
Spares and Services are manufactured or performed in accordance
with the procedures specified in this Agreement and according to
all applicable quality control standards. Upon a request by
Buyer, Embraer shall use reasonable commercial efforts to arrange
for such representative to visit the facilities of Embraer's
suppliers. Buyer shall communicate to Embraer the names of such
authorized representatives, by means of notice, at least thirty
(30) days prior to each Aircraft's Scheduled Delivery Date.
b. Buyer shall communicate the names of its authorized
representatives to sign the acceptance and transfer of title and
risk documents and accept delivery of the Aircraft and IP Spares
pursuant to Article 7, at least [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] prior to each Scheduled
Delivery Date.
c. For the purposes hereof, Embraer shall provide at no cost to
Buyer, reasonable office space and communication facilities
(telephone and facsimile) for Buyer's authorized representatives,
as well as the necessary tools, measuring devices,
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 17 of 38
<PAGE> 23
test equipment and technical and other assistance as may be
necessary to perform acceptance tests.
d. Buyer's authorized representatives shall be provided with all
appropriate Embraer rules and regulations upon arrival and shall
observe Embraer's administrative rules and instructions while at
Embraer's facilities.
e. Buyer's authorized representatives shall be allowed exclusively in
those areas related to the subject matter hereof and Buyer agrees
to hold harmless Embraer from and against all and any kind of
liabilities in respect of and to the extent caused by such
representatives, for whom Buyer is solely and fully responsible
under all circumstances and in any instance except as provided in
Article 33.
13. CHANGES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
14. WARRANTY/GUARANTEE
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
15. TECHNICAL ASSISTANCE SERVICES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
16. SPARE PARTS SUPPLY
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
17. PUBLICATIONS
a. Aircraft Publications - Embraer shall supply, at no cost to
Buyer, copies of the operational and maintenance publications
applicable to the Aircraft, in the
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 18 of 38
<PAGE> 24
English language, that are listed in, and in the quantities as
specified in this Article. Such publications are issued under the
applicable specification and are available in hard copies (and to
the extent available shall be offered in digital or microfilm
format and software at a price to Buyer equal to Embraer's cost).
The revision service for these publications shall be provided by
Embraer, free of charge, excluding mailing services, [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] Such
publications shall be delivered as reasonably agreed to by the
Parties, to the maximum allowed for under this Article.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
b. Vendor Item Publications - With respect to vendor items installed
in the Aircraft which have their own publications, Buyer shall
receive such publications in the quantity specified in Article
17.c, in their original content and printed form, directly from
the suppliers, which are also responsible to keep them
continuously updated through a direct communication system with
Buyer.
c. List of Publications - The technical publications covering
operation and maintenance shall be delivered to Buyer in
accordance with the following list:
<TABLE>
<CAPTION>
TITLE (COPIES)
----- --------
OPERATIONAL
<S> <C>
1. Airplane Flight Manual (AFM)(*) [CONFIDENTIAL PORTION
2. Weight & Balance Manual (WB)(***) OMITTED
3. Operations Manual (OM)(***) AND
4. Quick Reference Handbook (QRH)(***) FILED
5. Dispatch Deviation Procedures Manual (DDPM)(***) SEPARATELY
6. Supplementary Performance Manual (SPM)(***) WITH
7. Operational Bulletins Set (OB) THE
8. Master Minimum Equipment List (MMEL)(***) COMMISSION]
MAINTENANCE - BASIC SET
</TABLE>
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 19 of 38
<PAGE> 25
<TABLE>
<S> <C>
9. Aircraft Maintenance Manual (AMM) [CONFIDENTIAL PORTION
10. Illustrated Parts Catalog (IPC) OMITTED
11. Fault Isolation Manual (FIM) AND
12. Non Destructive Manual (NDI) FILED
13. Scheduled Maintenance SEPARATELY
Requirements Document (SMRD) WITH
14. Wiring Manual (WM) THE
15. Structural Repair Manual (SRM) COMMISSION]
16. Service & Information Bulletins Set (SB/IB)
17. Service Newsletters (SNL)
MAINTENANCE SUPPLEMENTARY SET
18. System Schematic Manual (SSM) [CONFIDENTIAL PORTION
19. Instructions for Ground Fire Extinguishing OMITTED
and Rescue (IGFER) AND
20. Airport Planning (AP) FILED
21. Illustrated Tool & Equipment Manual (ITEM) SEPARATELY
22. Task Card Manual (TCM) WITH
23. Ramp Maintenance Manual (RMM) THE
24. Powerplant Build-up Manual (PPBM) COMMISSION]
25. Auxiliary Power Unit Build up Manual (APUBM)
OPERATIONAL
26. Corrosion Control Manual (CCM) [CONFIDENTIAL PORTION OMITTED
27. Vendor Service Publications Set (**) AND FILED SEPARATELY WITH THE
COMMISSION]
</TABLE>
(*) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(**) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(***) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
In the event Buyer elects not to take all or any one of the publications
above mentioned, or revisions thereof, no refund or other financial
adjustment of the Basic Price will be made.
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 20 of 38
<PAGE> 26
18. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
19. AIRCRAFT PURCHASE OPTIONS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
20. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
21. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
22. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 21 of 38
<PAGE> 27
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
23. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
24. ASSIGNMENT
Except as set forth in Article 14, neither Party may assign, convey,
subcontract, transfer or delegate this Agreement or any part hereof or any
of such Party's rights, duties or obligations hereunder, without the prior
written consent of the other Party; provided, however, that any such
consent to such assignment, conveyance, subcontracting, transfer or
delegation shall not relieve the assigning Party of any of its obligations
under this Agreement. Any attempted assignment, subcontracting or
delegation which does not comply with this Article shall be null and void.
Notwithstanding the foregoing provisions of this Article 24, Buyer may
assign this Agreement or any or all of its rights hereunder to purchase
any one or more of the Firm Aircraft or Option Aircraft to any one or more
majority owned subsidiaries of Buyer or of AMR Corporation that is
incorporated under the laws of the U.S. or any state thereof or any
territory or possession of the U.S.; and provided that [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] guarantees the
obligations of such assignee in the form attached as Exhibit K hereto.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
25. RESTRICTIONS AND PATENT INDEMNITY
a. The sale and purchase contemplated hereby does not include the
transfer of designs, copyrights, patents, and other similar
intellectual property rights to Buyer. Embraer shall indemnify,
defend, and hold Buyer harmless from and against any and all
Claims (as defined in Article 33 hereof) made against any Buyer
Indemnitees that the Aircraft, or any part thereof, infringes any
design, copyright, patent or similar right of others.
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 22 of 38
<PAGE> 28
b. If any Claim is made or brought against any Buyer Indemnitees for
infringement or if Buyer receives a written claim alleging
infringment, Buyer shall promptly give notice thereof to Embraer.
26. MARKETING/PROMOTIONAL RIGHTS [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
27. TAXES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
28. FINANCING
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
29. APPLICABLE LAW
This Agreement, and the rights and obligations of the Parties hereunder,
shall in all respects be governed by, and construed and interpreted in
accordance with, the laws [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] and including all matters of construction,
validity and performance. Buyer and Embraer agree that all disputes
arising under this Agreement shall be resolved in accordance with the
procedures set forth in Article 30. [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
30. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 23 of 38
<PAGE> 29
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
31. COMPLIANCE WITH LAWS
Each Party shall comply with all applicable laws, rules, and regulations
promulgated by Competent Authorities, with respect to that Party's
obligations under this Agreement, and with respect to all of the
transactions contemplated hereby. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 24 of 38
<PAGE> 30
32. TERMINATION
a. Except as otherwise provided in this Agreement, should either
Party fail to comply partially or completely with its obligations
hereunder, the other Party shall be entitled to give notice of
such failure and to require that such failure be remedied within
the period specified in that notice, which period shall not be
less than five (5) days from the date that the failing party
receives such notice. Should such failure be material and not be
remedied within the period so specified, then the Party who gave
notice of such failure shall be entitled to terminate this
Agreement with respect to all remaining Aircraft for which Actual
Delivery has not yet occurred, and shall be entitled to such other
remedies as may be provided in this Agreement and as may be
available by law or in equity (subject to the limits provided in
this Agreement) along with reimbursement of costs incurred in
enforcing its rights and remedies, including reasonable attorney's
fees.
b. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 25 of 38
<PAGE> 31
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
c. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
33. INDEMNITY
a. Embraer shall indemnify, defend, and hold harmless Buyer and
Buyer's officers, directors, agents, employees, subsidiaries,
affiliates, and permitted assignees, and each of them
(collectively, and including without limitation Buyer, the "Buyer
Indemnitees") from any and all claims, suits, actions, judgments,
fines, penalties, damages, losses, and liabilities, including, but
not limited to, third party claims
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 26 of 38
<PAGE> 32
and reasonable attorneys' fees, costs of litigation, and other
expenses relating thereto, including the cost of establishing the
right to indemnification under this Article (collectively, the
"Claims") which may be made, asserted, assessed, or accrued against
any Buyer Indemnitee by reason of: [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION]
b. Buyer shall indemnify, defend, and hold harmless Embraer and
Embraer's officers, directors, agents, employees, subsidiaries,
affiliates and permitted assignees, and each of them (collectively,
and including without limitation Embraer, the "Embraer
Indemnitees") from and against all Claims which may be made,
asserted, assessed, or accrued against any Embraer Indemnitee by
reason of: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 27 of 38
<PAGE> 33
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
c. In the event that any Claim is made or commenced against the Party
seeking indemnification hereunder or any Buyer Indemnitees or
Embraer Indemnitees, as applicable, the Party seeking
indemnification hereunder shall give prompt written notice thereof
to the indemnifying Party [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
d. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
e. The rights and obligations under this Section 33 will survive the
termination or expiration of this Agreement for any reason.
34. NOTICES
a. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 28 of 38
<PAGE> 34
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
If to AMR Eagle: AMR Eagle
4333 Amon Carter Boulevard
MD 5494
Fort Worth, Texas 76155
USA
Attn: Senior Vice-President of Planning
Phone: [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
Fax: [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
With a copy to: American Airlines, Inc.
4333 Amon Carter Boulevard
MD 5675
Fort Worth, Texas 76155
USA
Attn: Corporate Secretary
Phone: [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
Fax: [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
If to Embraer: Empresa Brasileira de Aeronautica, S.A.
Av. Brig. Faria Lima 2170
Sao Jose dos Campos, S.P. 12225
Brazil
Attn: Senior Manager-Contracts
Phone: [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
Fax: [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
b. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 29 of 38
<PAGE> 35
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
35. CONFIDENTIALITY
Buyer and Embraer understand that certain commercial, operational and
financial information contained in, or obtained pursuant to this
Agreement is considered by the Parties as privileged and confidential.
Buyer and Embraer each agrees that it shall treat this Agreement, all
provisions hereof, and such information as privileged and confidential
and shall not, without the prior written consent of the other Party,
disclose such Agreement or information to any other person except to its
auditors and legal counsel and except as may be required (i) by
applicable law or governmental regulations, or (ii) for financing the
Aircraft. In connection with any disclosure of this Agreement, any
provisions hereof, or such information in accordance with the terms of
this Article, Buyer or Embraer, as applicable, shall use reasonable
efforts to minimize the extent of disclosure and shall request and use
its reasonable efforts to obtain confidential treatment of this
Agreement, the provisions hereof, and such information. The Parties agree
to cooperate with each other in making and supporting any such request
for confidential information.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
36. INTEGRATED AGREEMENT
All Attachments referred to in this Agreement and attached hereto are, by
such reference and attachment, incorporated in this Agreement.
37. EFFECT OF TERMINATION
In the event this Agreement is terminated, whether in whole or in part,
the Parties' obligations (including without limitation the Warranty, the
Service Life Policy and all the other customer and product support
obligations under this Agreement) with regard
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 30 of 38
<PAGE> 36
to Aircraft that have been previously delivered will continue in full
force and effect in accordance with the terms of this Agreement.
37A. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
38. COUNTERPARTS
This Agreement may be signed by the Parties in any number of separate
counterparts with the same effect as if the signatures thereto and hereto
were upon the same instrument and all of which when taken together shall
constitute one and the same instrument.
39. ENTIRE AGREEMENT
This Agreement and all related written agreements constitute the entire
agreement of the Parties with respect to the subject matter hereof and
supersede all previous negotiations, representations and agreements
between the Parties, including the Term Sheet. This Agreement may not be
altered, amended or supplemented except by a written instrument executed
by the Parties.
40. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
41. TERMS
Technical and trade terms not otherwise defined herein shall have the
meanings assigned to them as generally accepted in the international
aircraft manufacturing industry.
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 31 of 38
<PAGE> 37
42. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
43. REMEDIES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
For the avoidance of doubt, the specific remedy provided in each such
Article or Attachment or Letter Agreement I shall be exclusive only with
respect to the specific breach or default referenced in such section;
with respect to any other breaches or defaults not specified within the
Articles and Attachments referred to above, all remedies at law or in
equity shall be available.
44. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
45. INDEPENDENT CONTRACTOR
Each of the Parties is an independent contractor. Nothing in this
Agreement is intended or shall be construed to create or establish any
agency, partnership, joint venture, or fiduciary relationship between the
Parties. Neither Party nor any of its affiliates has any authority to
act for or to incur any obligations on behalf of or in the name of the
other Party or any of its affiliates.
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 32 of 38
<PAGE> 38
46. CAPTIONS, HEREOF, INCLUDING
The captions and headings appearing in this Agreement have been inserted
as a matter of convenience and in no way define, limit or enlarge the
scope of this Agreement or any of the provisions hereof. "Including" or
"include" shall be deemed to mean "including without limitation" or
"include without limitation," respectively, unless otherwise specified in
this Agreement. All references in this Agreement to "herein," "hereof,"
"hereto," "hereby," or "hereunder" shall be deemed references to this
Agreement as a whole and not to any particular section, subsection,
paragraph, subparagraph, sentence or clause of this Agreement.
47. INTENTIONALLY LEFT BLANK
48. REPRESENTATIONS AND WARRANTIES
Effective as of the date of this Agreement and as of the Actual Delivery
of each Aircraft, Embraer represents and warrants that:
a. Embraer is a corporation duly organized, validly existing and in
good standing under the laws of Brazil and has all necessary
corporate power and authority to conduct the business in which it
is currently engaged and to enter into and perform its obligations
under this Agreement.
b. Embraer has taken, or caused to be taken, all necessary corporate
action to authorize the execution and delivery of this Agreement
and the performance of its obligations hereunder.
c. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
d. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 35 of 38
<PAGE> 39
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
e. This Agreement has been duly authorized, executed and delivered by
Embraer and, assuming the due authorization, execution and
delivery hereof by the other Party constitutes the legal, valid
and binding obligation of Embraer enforceable against Embraer in
accordance with the terms hereof, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting the
rights of creditors generally and general principles of equity,
whether considered in a proceeding at law or in equity.
f. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
Effective as of the date of this Agreement and as of the Actual Delivery
of each Aircraft, Buyer represents and warrants that:
a. Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all
necessary corporate power and authority to conduct the business in
which it is currently engaged and to enter into and perform its
obligations under this Agreement.
b. Buyer has taken, or caused to be taken, all necessary corporate
action to authorize the execution and delivery of this Agreement
and the performance of its obligations hereunder.
c. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 34 of 38
<PAGE> 40
d. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
e. This Agreement has been duly authorized, executed and delivered by
Buyer and, assuming the due authorization, execution and delivery
hereof by the other Party constitutes the legal, valid and binding
obligation of Buyer enforceable against Buyer in accordance with
the terms hereof, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, receivership,
moratorium and other similar laws affecting the rights of
creditors generally and general principles of equity, whether
considered in a proceeding at law or in equity.
f. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
49. TIME
Time is of the essence with respect to the performance of the provisions
hereof.
50. FURTHER ASSISTANCE
Each Party shall do and perform, at such Party's expense, such further
acts and execute and deliver such further instruments and documents as
may be required by applicable law, rule or regulation or as may be
reasonably requested by the other Party to effectuate the purposes of
this Agreement.
51. SEVERABILITY
Except as otherwise set forth in this Agreement, if either Party receives
in writing any indication from a competent governmental, judicial or
administrative authority to the effect that any part of this Agreement
contravenes any applicable law, rule or
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 35 of 38
<PAGE> 41
regulation, and cannot qualify for any clearance or exemption, or if any
part of this Agreement is, or shall become, or shall be declared illegal,
invalid or unenforceable in any jurisdiction for any reason (including
both by reason of the provisions of any legislation and also by reason of
any decision of any competent governmental, judicial or administrative
authority, either having jurisdiction over this Agreement or having
jurisdiction over any Party), such part shall be severed from this
Agreement in the jurisdiction in question and such contravention,
illegality, invalidity or unenforceability shall not in any way prejudice
or affect the remaining parts of this Agreement which shall continue in
full force and effect. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
52. NO WAIVER
No waiver of any breach or obligation under this Agreement by either
Party shall constitute a waiver of any subsequent similar breach or
obligation or of any other provision hereof. No waiver shall be
effective unless made in writing and signed by a duly authorized
representative of the waiving Party.
53. COSTS
Each Party shall bear its own costs of attorneys, accountants and
financial advisors in connection with the preparation, negotiation and
execution of this Agreement.
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 36 of 38
<PAGE> 42
54. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 37 of 38
<PAGE> 43
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
and delivered by their proper and duly authorized officers and to be effective
as of the day and year first above written.
EMBRAER - EMPRESA BRASILEIRA AMR EAGLE, INC.
DE AERONAUTICA S.A.
By:
-------------------------- By:
Name: --------------------------
-------------------------- Name: Daniel P. Garton
Title Title: President
--------------------------
By:
--------------------------
Name:
--------------------------
Title:
--------------------------
Witness: Witness:
-------------------------- --------------------------
Name: Name:
-------------------------- --------------------------
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement Page 38 of 38
<PAGE> 44
ATTACHMENT A
AIRCRAFT SPECIFIC CONFIGURATION,
FINISHING AND REGISTRATION MARKS
1. BUYER'S SPECIFIC CONFIGURATION
1.1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment A - Page 1 of 5
<PAGE> 45
1.2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
1.3. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
1.4. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment A - Page 2 of 5
<PAGE> 46
1.5. PASSENGER SEATS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
1.6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
1.7. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
1.8. WHEELS, TIRES, AND BRAKES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment A - Page 3 of 5
<PAGE> 47
2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
3. FINISHING
A. EXTERIOR FINISHING:
The Aircraft shall be painted according to Buyer's color and
paint scheme [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
B. INTERIOR FINISHING:
Buyer has informed Embraer of its choice of materials and
colors of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION] of interior finishing [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment A - Page 4 of 5
<PAGE> 48
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
4. REGISTRATION MARKS
The Aircraft shall be delivered to Buyer with the registration marks
painted on them. Buyer shall supply Embraer with the applicable
registration marks for the applicable Aircraft no later than
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
before each relevant Scheduled Delivery Date [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
IF THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS ATTACHMENT A AND THE TERMS
OF THE TECHNICAL DOCUMENTS, THE TERMS OF THIS ATTACHMENT A SHALL PREVAIL.
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment A - Page 5 of 5
<PAGE> 49
ATTACHMENT B
FERRY EQUIPMENT
1. FERRY EQUIPMENT
If it is necessary for any ferry equipment to be installed by Embraer
for the ferry flight of any Aircraft between Brazil and United States,
Embraer shall provide such necessary equipment to Buyer [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] Buyer shall
immediately upon its arrival remove such ferry equipment from the
Aircraft and return it to Embraer in Brazil at Buyer's own expense.
The ferry equipment shall be returned complete and in the condition it
was in at the time placed on the Aircraft for the ferry flight. Buyer
shall fully indemnify Embraer for the value of such equipment
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment B - Page 1 of 1
<PAGE> 50
ATTACHMENT C
EMB-145 AIRCRAFT WARRANTY
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment C - Page 1 of 1
<PAGE> 51
ATTACHMENT D
EMB-145
ESCALATION FORMULA
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment D - Page 1 of 1
<PAGE> 52
ATTACHMENT E
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment E - Page 1 of 1
<PAGE> 53
ATTACHMENT F
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment F - Page 1 of 1
<PAGE> 54
ATTACHMENT G
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment G - Page 1 of 1
<PAGE> 55
ATTACHMENT H
SPARE PARTS POLICY & PRODUCT SUPPORT
1. SPARE PARTS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2. PRODUCT SUPPORT
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment H - Page 1 of 1
<PAGE> 56
ATTACHMENT I
BUYER FURNISHED EQUIPMENT ("BFE")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment I - Page 1 of 1
<PAGE> 57
ATTACHMENT J
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
CTD-145/001 REV.1
INITIAL ISSUE - JULY 97
REV. 1 BY AMR EAGLE - SEP 97
PREPARED BY EMB145 CUSTOMER TRAINING
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment J - Page 1 of 8
<PAGE> 58
TABLE OF CONTENTS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment J - Page 2 of 8
<PAGE> 59
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment J - Page 3 of 8
<PAGE> 60
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment J - Page 4 of 8
<PAGE> 61
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment J - Page 5 of 8
<PAGE> 62
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment J - Page 6 of 8
<PAGE> 63
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment J - Page 7 of 8
<PAGE> 64
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment J - Page 8 of 8
<PAGE> 65
ATTACHMENT K
FORM OF [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] GUARANTY
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment K - Page 1 of 2
<PAGE> 66
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dated: _______, __ ____
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
By:
-------------------------
Name:
Title:
- --------------------------------------------------------------------------------
EMB-145LR Purchase Agreement - Attachment K - Page 2 of 2
<PAGE> 67
LETTER AGREEMENT I
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
- --------------------------------------------------------------------------------
EMB-145LR Letter of Agreement - Page 1 of 2
<PAGE> 68
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
and delivered by their proper and duly authorized officers and to be effective
as of the day and year first above written.
AMR EAGLE, INC. EMBRAER - EMPRESA
BRASILEIRA DE AERONAUTICA S.A.
By: By:
------------------------------ -------------------------------
Name: Daniel P. Garton Name:
-----------------------------
Title: President Title:
----------------------------
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
Witness: Witness:
------------------------- --------------------------
Name: Name:
---------------------------- -----------------------------
- --------------------------------------------------------------------------------
EMB-145LR Letter of Agreement - Page 2 of 2
<PAGE> 69
SCHEDULE I
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
<PAGE> 1
EXHIBIT 21
AMR CORPORATION
SUBSIDIARIES OF THE REGISTRANT
AS OF DECEMBER 31, 1997
Subsidiary companies of the Registrant are listed below. With respect to the
companies named, all voting securities are owned directly or indirectly by the
Registrant, except where otherwise indicated.
<TABLE>
<CAPTION>
STATE OR
SOVEREIGN POWER
NAME OF SUBSIDIARY OF INCORPORATION
- ------------------ ----------------
<S> <C>
Subsidiaries included in the Registrant's consolidated financial statements
Airline Management Services Holding, Inc. Nevada
Airline Management Services, Inc. Delaware
Aurora Airline Investments, Inc. Delaware
American Airlines, Inc Delaware
Admirals Club, Inc. (Massachusetts only) Massachusetts
AEROSAN (50%) Chile
American Airlines Australian Tours, Inc. Delaware
American Airlines de Mexico, S.A. Mexico
American Airlines de Venezuela, S.A. Venezuela
American Airlines Deutschland Holding GmbH Germany
American Airlines Fuel Corporation Delaware
American Airlines Holding Company, Inc. Delaware
American Holidays Limited (50/50 AA/AMR) United Kingdom
American Airlines Overseas Finance, N.V. Neth. Antilles
AMR Aircraft Sales & Leasing Company Delaware
AMR Ventures III, Inc. Delaware
DFW Terminal Corporation Texas
Wingate Travel S.A. (24%) (AMR/AA) France
ATC Losiers S.A. France
Africa Travel Services Senegal
Wingate Japan KK Japan
Wingate Travel Hong Kong Ltd. Hong Kong
Americas Ground Services, Inc. Delaware
Aerodespachos Colombia, S.A. Colombia
Caribbean Dispatch Services, Ltd. St. Lucia
Dispatch Services 93, S.A. Venezuela
DSA Dominican Republic
International Ground Services, S.A. de C.V. Mexico
Panama Dispatch Panama
Peru Dispatch Company Peru
AMR/American Airlines Foundation Texas
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
STATE OR
SOVEREIGN POWER
NAME OF SUBSIDIARY OF INCORPORATION
- ------------------ ----------------
<S> <C>
AMR Eagle Holding Corporation Delaware
AMR Commuter Finance, Inc. Delaware
AMR Eagle, Inc. Delaware
AMR Eagle Maintenance Services Group, Inc. Delaware
AMR Eagle Regional Aircraft Maintenance Center, Inc. Delaware
Aero Perlas (20%) Panama
Eagle Aviation Leasing, Inc. Delaware
Eagle Aviation Services, Inc. Delaware
Executive Airlines, Inc. Delaware
Flagship Airlines, Inc. Delaware
Inventory Support, Inc. Delaware
Simmons Airlines, Inc. Michigan
Wings West Airlines, Inc. California
AMR Financial Services, Inc. Delaware
AMR Foreign Sales Corporation, Ltd. Bermuda
AMR Holding Company, Inc. Delaware
AMR Investment Services, Inc. Delaware
AMR Leasing Corporation Delaware
AMR Services Holding Corporation Delaware
AMR Airline Services Corporation Delaware
AMR Airline Services Fueling (Hong Kong) Limited (99%) Hong Kong
AMR Combs, Inc. Delaware
Aircraft Deicing Services, Inc. Delaware
Aircraft Deicing Services Funding, Inc. Delaware
AMR Combs-Birmingham, Inc. Alabama
AMR Combs BJS, Inc. Delaware
Jet Solutions LLC (40%) Delaware
Aviation Training Institute LLC (50%) Delaware
AMR Polskie Uslugi Lotniskowe Poland
AMR Services & Logistics of Mexico, S.A. de C.V. (99%) Mexico
AMR Services UK Ltd. United Kingdom
AMR Services (Deutschland) GmbH Germany
AMR Services Security Service Corporation Delaware
AMRS Finance Company Delaware
AMRS France Holding, S.A. France
Societe de Fret et de Services France
SHS Sociedad de Handling Servicios, S.A. Spain
Miami International Airport Cargo Facilities & Services, Inc. Florida
AMR Global Services Corporation Delaware
AMR Training Group, Inc. Delaware
TeleService Resources, Inc. Delaware
TSR Government Services, Inc. Delaware
Avion Assurance Ltd. Bermuda
Cargo Services, Inc. Delaware
SC Investment, Inc. Delaware
The C.R. Smith Aviation Museum Foundation Delaware
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
STATE OR
SOVEREIGN POWER
NAME OF SUBSIDIARY OF INCORPORATION
- ------------------ ----------------
<S> <C>
The SABRE Group Holdings, Inc. (82.2% economic interest) Delaware
The SABRE Group, Inc. Delaware
Axess International Network, Inc. (25%) Japan
ENCOMPASS Holding, Inc. Delaware
Prize, Ltd. (50%) Latvia
SABRE Decision Technologies International, Inc. Delaware
The SABRE Group (Australia) Pty Ltd. Australia
SABRE Decision Technologies Licensing, Inc. Delaware
SABRE International, Inc. Delaware
SABRE Belgium (99%) Belgium
SABRE Computer-Reservierungssystem GmbH Austria
SABRE Danmark ApS Denmark
SABRE Deutschland Marketing GmbH Germany
SABRE Deutschland Services GmbH Germany
SABRE Espana Marketing, S.A. (99%) Spain
SABRE Europe Management Services Ltd. (99%) United Kingdom
SABRE France Sarl France
SABRE Hellas SA Greece
SABRE Ireland Ltd. Ireland
SABRE Italia S.r.l. (99%) Italy
SABRE Marketing Nederland BV Netherlands
SABRE Norge AS Norway
SABRE Portugal Servicos Lda (99%) Portugal
SABRE Servicios Colombia LTDA (99%) Colombia
SABRE Suomi Oy Finland
SABRE Sverige AB Sweden
SABRE UK Marketing Ltd. (99%) United Kingdom
STIN Luxembourg S.A. (99%) Luxembourg
SABRE International Holdings, Inc. Delaware
SABRE Limited New Zealand
SABRE Technology Enterprises, Ltd. Cayman Islands
SABRE Technology Enterprises II, Ltd. Cayman Islands
The SABRE Group International (Bahrain) W.L.L. Bahrain
SABRE Technology Holland, B.V. Netherlands
SST Finance, Inc. Delaware
SST Holding, Inc. Delaware
SABRE Sociedad Technologica S.A. de C.V. (50%) Mexico
SABRE Services Administration Mexico
The SABRE Group Sales (Barbados) Ltd. Barbados
Ticketnet Corporation Canada
148548 Canada, Inc. Canada
TSGL, Inc. Delaware
TSGL Holding, Inc. Delaware
TSGL-SCS, Inc. Delaware
</TABLE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration
Statements (Form S-8 No. 2-68366, Form S-8 No. 33-60725, Form S-8 No. 33-60727,
Form S-8 No. 333-13751, Form S-8 No. 333-19325, Form S-3 No. 33-42027, Form S-3
No. 33-46325, and Form S-3 No. 33-52121) of AMR Corporation, and in the
related Prospectuses, of our reports dated January 19, 1998, with respect to
the consolidated financial statements and schedule of AMR Corporation included
in this Annual Report (Form 10-K) for the year ended December 31,1997.
ERNST & YOUNG LLP
Dallas, Texas
March 25, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000006201
<NAME> AMR CORPORATION
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 64
<SECURITIES> 2,370
<RECEIVABLES> 1,394
<ALLOWANCES> 24
<INVENTORY> 636
<CURRENT-ASSETS> 5,071
<PP&E> 21,168
<DEPRECIATION> 7,911
<TOTAL-ASSETS> 20,915
<CURRENT-LIABILITIES> 5,617
<BONDS> 3,889
0
0
<COMMON> 2,801
<OTHER-SE> 3,415
<TOTAL-LIABILITY-AND-EQUITY> 20,915
<SALES> 0
<TOTAL-REVENUES> 18,570
<CGS> 0
<TOTAL-COSTS> 16,644
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 399
<INCOME-PRETAX> 1,646
<INCOME-TAX> 661
<INCOME-CONTINUING> 985
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 985
<EPS-PRIMARY> 11.05
<EPS-DILUTED> 10.78
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 68
<SECURITIES> 1,743
<RECEIVABLES> 1,399
<ALLOWANCES> 17
<INVENTORY> 633
<CURRENT-ASSETS> 4,470
<PP&E> 20,348
<DEPRECIATION> 7,043
<TOTAL-ASSETS> 20,497
<CURRENT-LIABILITIES> 5,566
<BONDS> 4,542
0
0
<COMMON> 3,257
<OTHER-SE> 2,411
<TOTAL-LIABILITY-AND-EQUITY> 20,497
<SALES> 0
<TOTAL-REVENUES> 17,753
<CGS> 0
<TOTAL-COSTS> 15,914
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 499
<INCOME-PRETAX> 1,633
<INCOME-TAX> 528
<INCOME-CONTINUING> 1,105
<DISCONTINUED> 0
<EXTRAORDINARY> 89
<CHANGES> 0
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