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American Airlines, Inc., et al. – ‘10-Q’ for 9/30/16 – ‘EX-10.2’

On:  Thursday, 10/20/16, at 7:37am ET   ·   For:  9/30/16   ·   Accession #:  1193125-16-742263   ·   File #s:  1-02691, 1-08400

Previous ‘10-Q’:  ‘10-Q/A’ on 7/25/16 for 6/30/16   ·   Next:  ‘10-Q’ on 4/27/17 for 3/31/17   ·   Latest:  ‘10-Q’ on 4/25/24 for 3/31/24   ·   4 References:   By:  American Airlines Group Inc. – ‘10-K’ on 2/21/24 for 12/31/23 By:  American Airlines Group Inc. – ‘10-K’ on 2/22/23 for 12/31/22 By:  American Airlines Group Inc. – ‘10-K’ on 2/22/22 for 12/31/21 By:  American Airlines Group Inc. – ‘10-K’ on 2/17/21 for 12/31/20 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/20/16  American Airlines, Inc.           10-Q        9/30/16   75:7M                                     Donnelley … Solutions/FA
          American Airlines Group Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    905K 
 2: EX-10.1     Material Contract                                   HTML    704K 
 3: EX-10.2     Material Contract                                   HTML     84K 
 4: EX-10.3     Material Contract                                   HTML    126K 
 5: EX-10.4     Material Contract                                   HTML     47K 
 6: EX-12.1     Statement re: Computation of Ratios                 HTML     24K 
 7: EX-12.2     Statement re: Computation of Ratios                 HTML     24K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     25K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     25K 
10: EX-31.3     Certification -- §302 - SOA'02                      HTML     25K 
11: EX-31.4     Certification -- §302 - SOA'02                      HTML     25K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
20: R1          Document and Entity Information                     HTML     48K 
21: R2          Condensed Consolidated Statements of Operations     HTML    113K 
22: R3          Condensed Consolidated Statements of Comprehensive  HTML     51K 
                Income                                                           
23: R4          Condensed Consolidated Balance Sheets               HTML    151K 
24: R5          Condensed Consolidated Balance Sheets               HTML     35K 
                (Parenthetical)                                                  
25: R6          Condensed Consolidated Statements of Cash Flows     HTML     96K 
26: R7          Basis of Presentation                               HTML     41K 
27: R8          Special Items                                       HTML     49K 
28: R9          Earnings Per Common Share                           HTML     43K 
29: R10         Share Repurchase Programs and Dividends             HTML     39K 
30: R11         Debt                                                HTML     84K 
31: R12         Income Taxes                                        HTML     32K 
32: R13         Fair Value Measurements                             HTML     67K 
33: R14         Retirement Benefits                                 HTML     70K 
34: R15         Accumulated Other Comprehensive Income (Loss)       HTML     72K 
35: R16         Regional Expenses                                   HTML     49K 
36: R17         Legal Proceedings                                   HTML     43K 
37: R18         Subsequent Events                                   HTML     29K 
38: R19         Transactions with Related Parties                   HTML     31K 
39: R20         Basis of Presentation (Policies)                    HTML     42K 
40: R21         Special Items (Tables)                              HTML     47K 
41: R22         Earnings Per Common Share (Tables)                  HTML     41K 
42: R23         Share Repurchase Programs and Dividends (Tables)    HTML     30K 
43: R24         Debt (Tables)                                       HTML     61K 
44: R25         Fair Value Measurements (Tables)                    HTML     61K 
45: R26         Retirement Benefits (Tables)                        HTML     68K 
46: R27         Accumulated Other Comprehensive Income (Loss)       HTML     71K 
                (Tables)                                                         
47: R28         Regional Expenses (Tables)                          HTML     49K 
48: R29         Transactions with Related Parties (Tables)          HTML     29K 
49: R30         Basis of Presentation - Additional Information      HTML     38K 
                (Detail)                                                         
50: R31         Special Items - Components of Company's Special     HTML     35K 
                Items, Net Included in Consolidated Statements of                
                Operations (Detail)                                              
51: R32         Special Items - Additional Disclosures (Detail)     HTML     54K 
52: R33         Earnings (Loss) per Share - Computation of Basic    HTML     54K 
                and Diluted Earnings per Common Share (Detail)                   
53: R34         Share Repurchase Programs and Dividends - Share     HTML     38K 
                Repurchase Programs (Detail)                                     
54: R35         Share Repurchase Programs and Dividends -           HTML     28K 
                Dividends (Detail)                                               
55: R36         Debt - Components of Long-Term Debt (Detail)        HTML    106K 
56: R37         Debt - Summary of Availability under Revolving      HTML     35K 
                Credit Facilities (Detail)                                       
57: R38         Debt - Components of Long-Term Debt - 2016-1        HTML     47K 
                Aircraft Enhanced Equipment Trust Certificates                   
                (Detail)                                                         
58: R39         Debt - Components of Long-Term Debt - 2016-2        HTML     47K 
                Aircraft Enhanced Equipment Trust Certificates                   
                (Detail)                                                         
59: R40         Debt - Components of Long-Term Debt - Other         HTML     29K 
                Aircraft Financing Transactions (Detail)                         
60: R41         Debt - Components of Long-Term Debt - 2016 Credit   HTML     57K 
                Facilities (Detail)                                              
61: R42         Debt - Components of Long-Term Debt - Obligations   HTML     58K 
                Associated with Special Facility Revenue Bonds                   
                (Detail)                                                         
62: R43         Debt - Components of Long-Term Debt - 2014 Credit   HTML     47K 
                Facilities (Detail)                                              
63: R44         Income Taxes (Detail)                               HTML     49K 
64: R45         Fair Value Measurements - Summary of Assets         HTML     68K 
                Measured at Fair Value on Recurring Basis (Detail)               
65: R46         Fair Value Measurements - Schedule of Carrying      HTML     33K 
                Value and Estimated Fair Value of Long-Term Debt,                
                Including Current Maturities (Detail)                            
66: R47         Retirement Benefits - Components of Net Periodic    HTML     60K 
                Benefit Cost (Income) (Detail)                                   
67: R48         Accumulated Other Comprehensive Income (Loss) -     HTML     80K 
                Components of Accumulated Other Comprehensive                    
                Income (Loss) (Detail)                                           
68: R49         Accumulated Other Comprehensive Income (Loss) -     HTML     46K 
                Reclassifications out of Accumulated Other                       
                Comprehensive Income (Loss) (Detail)                             
69: R50         Regional Expenses (Detail)                          HTML     63K 
70: R51         Legal Proceedings (Detail)                          HTML     32K 
71: R52         Subsequent Events - Additional Information          HTML     54K 
                (Detail)                                                         
72: R53         Transactions with Related Parties (Detail)          HTML     31K 
74: XML         IDEA XML File -- Filing Summary                      XML    122K 
73: EXCEL       IDEA Workbook of Financial Reports                  XLSX     75K 
14: EX-101.INS  XBRL Instance -- aal-20160930                        XML   1.85M 
16: EX-101.CAL  XBRL Calculations -- aal-20160930_cal                XML    195K 
17: EX-101.DEF  XBRL Definitions -- aal-20160930_def                 XML    819K 
18: EX-101.LAB  XBRL Labels -- aal-20160930_lab                      XML    990K 
19: EX-101.PRE  XBRL Presentations -- aal-20160930_pre               XML    934K 
15: EX-101.SCH  XBRL Schema -- aal-20160930                          XSD    141K 
75: ZIP         XBRL Zipped Folder -- 0001193125-16-742263-xbrl      Zip    161K 

Exhibit 10.2

SUPPLEMENTAL AGREEMENT NO. 5

to

Purchase Agreement No. 03735

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 737 MAX Aircraft

This SUPPLEMENTAL AGREEMENT No. 5 (SA-5), entered into as of August   8  , 2016 (SA-5 Effective Date), by and between THE BOEING COMPANY, a Delaware corporation with offices in Washington state (Boeing) and AMERICAN AIRLINES, INC. a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 03735 dated February 1, 2013 relating to Boeing Model 737 MAX Aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;

WHEREAS, Customer and Boeing desire to add Letter Agreement AAL-PA-03735-LA-1600852 entitled “[*CTR]”;

WHEREAS, Customer and Boeing desire to add Letter Agreement AAL-PA-03735-LA-1603773 entitled “[*CTR]”; and

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

The “Table Of Contents” to the Purchase Agreement referencing SA-4 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-5 in the footer to reflect changes made to the Purchase Agreement by this SA-5. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

4.1 Letter Agreement No. AAL-PA-03735-LA1600852 entitled “[*CTR]” is hereby incorporated into the Purchase Agreement (New Letter Agreement 1600852).

4.2 Letter Agreement No. AAL-PA-03735-LA-1603773 entitled “[*CTR]” is hereby incorporated into the Purchase Agreement (New Letter Agreement 1603773).

3.1 The Purchase Agreement is amended as set forth above, by the revised Table of Contents, the New Letter Agreement 1600852, and the New Letter Agreement 1603773. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.

[This space intentionally left blank]

TABLE OF CONTENTS

TABLE OF CONTENTS, continued

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1600852

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

This letter agreement (Letter Agreement) is entered into on the date below and amends and supplements the Purchase Agreement referenced above. All capitalized terms used in but not otherwise defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

Customer has [*CTR] that Boeing [*CTR] in the Aircraft certain [*CTR] which is more fully described in the options listed in Attachment A to this Letter Agreement (collectively referred to as [*CTR]) in accordance with the terms and conditions of this Letter Agreement. [*CTR] that is identified in the Detail Specification for the Aircraft is [*CTR] that Boeing is [*CTR] in accordance with Section 2 below, but is otherwise [*CTR] for purposes of the Purchase Agreement.

The [*CTR] during the [*CTR] and manufacture of the Aircraft to [*CTR] at the time of delivery of the Aircraft. To achieve this, Boeing and Customer will [*CTR] in a manner consistent with (i) the terms and conditions [*CTR]; and (ii) [*CTR].

1.1 [*CTR]. Customer has [*CTR].

1.2 [*CTR]. Customer will provide [*CTR].

1.3 [*CTR]. Customer will [*CTR]. Such [*CTR]:

1.3.1 specify [*CTR];

1.3.2 specify that [*CTR];

1.3.3 specify the [*CTR];

1.3.4 require [*CTR]; and

1.3.5 require [*CTR].

2.1 Boeing shall:

2.1.1 perform the [*CTR] described in Attachment B to this Letter Agreement;

2.1.2 assist [*CTR];

2.1.3 approve the [*CTR];

2.1.4 place, [*CTR] and which shall also include a statement that [*CTR]; additionally the [*CTR];

2.1.5 notify Customer as soon as possible [*CTR];

2.1.6 manage all [*CTR];

2.1.7 coordinate [*CTR];

2.1.8 provide Aircraft [*CTR];

2.1.9 ensure that the [*CTR];

2.1.10 [*CTR] in the Aircraft, in accordance with the terms and conditions of the Purchase Agreement (including, without limitation, the [*CTR]) the [*CTR] identified in Section 3.1 of this Letter Agreement;

2.1.11 ensure that at the time of Aircraft delivery, the [*CTR] referenced in Attachment A to this Letter Agreement;

2.1.12 if necessary, and upon request of Customer, use commercially [*CTR] to assist Customer in causing [*CTR] under the [*CTR] with the objective of delivery of the Aircraft on the delivery date (that is scheduled in accordance with Section 6.1 of the AGTA) with [*CTR] in the Aircraft and certified by the FAA; and

2.1.13 prior to delivery of the applicable Aircraft, obtain [*CTR] of the Aircraft with [*CTR], including the [*CTR] identified in Section 3.1 of this Letter Agreement.

3.1 [*CTR]. The [*CTR] required to [*CTR] on the Aircraft is the [*CTR] and is part of the [*CTR].

3.2 Customer’s [*CTR]. The [*CTR] to the Aircraft [*CTR] and is not part of the [*CTR].

3.2.1 As between Customer and Boeing, Customer is solely responsible for specifying the [*CTR] and ensuring that Customer’s [*CTR] meets such [*CTR]. Customer and the [*CTR] Customer’s [*CTR] will have total responsibility for the [*CTR] of any of Customer’s [*CTR].

3.2.2 The [*CTR] of any Customer’s [*CTR] or the lack of any [*CTR] will not be a valid condition for Customer’s [*CTR] at the time of Aircraft delivery.

3.2.3 Boeing has no [*CTR] to support Customer’s [*CTR]. Boeing will only [*CTR] if in Boeing’s reasonable opinion such [*CTR] is necessary to [*CTR] on the Aircraft.

3.2.4 Boeing shall not be responsible for [*CTR] for Customer’s [*CTR].

4.1 Customer and [*CTR] may change the [*CTR] of Boeing. Customer may [*CTR] at any time, and Boeing shall [*CTR] in a timely manner. Any [*CTR] that Boeing gives to a [*CTR] shall be subject to [*CTR] through Boeing’s [*CTR] of the Purchase Agreement.

4.2 Boeing and Customer recognize that the [*CTR] nature of the [*CTR] in order to ensure (i) [*CTR] with the Aircraft and all [*CTR], and (ii) [*CTR] of the Aircraft with the [*CTR] therein. In such event, Boeing will notify Customer and [*CTR]. If, within [*CTR] as may be mutually agreed in writing) after such notification, (i) Customer and Boeing [*CTR] or [*CTR] and (ii) so long as Boeing has [*CTR] with Customer to [*CTR], then any [*CTR] in delivery of the Aircraft will be [*CTR] and [*CTR]. The [*CTR] of any mutually agreed [*CTR] may result in Boeing [*CTR] contained in Attachment A to this Letter Agreement.

4.3 Boeing’s [*CTR] of the Aircraft as it relates to [*CTR] as described in the options listed in Attachment A to this Letter Agreement, as such Attachment A may be amended from time to time.

5.1 Boeing and Customer agree to follow the sequential steps identified in this Section 5 to [*CTR]:

5.1.1 Boeing shall [*CTR] with Boeing.

5.1.2 Within [*CTR] Boeing and Customer shall [*CTR] or other course of action.

5.2 If Boeing and Customer are [*CTR] on an alternate [*CTR] or course of action within such time, the [*CTR] to Boeing in Section 8 of this Letter Agreement shall apply.

Boeing’s [*CTR] for the [*CTR] will not impose upon Boeing any [*CTR] Customer may have in the [*CTR].

[*CTR] is deemed to be BFE for the purposes of Exhibit B to the AGTA, entitled “Customer Support Document”, and Exhibit C to the AGTA, entitled “Product Assurance Document”.

8.1 If Customer [*CTR] as provided in this Letter Agreement or if [*CTR] (for any reason [*CTR] under the purchase order terms) to [*CTR] in accordance with the [*CTR], then, in addition to [*CTR], Boeing will

8.1.1 [*CTR] and

8.1.1.1 if the [*CTR] to Section 5.1 of the Exhibit A to the AGTA entitled “Buyer Furnished Equipment Provisions Document” (AGTA Exhibit A BFE Provisions Document), then the provisions of [*CTR];

8.1.1.2 if the [*CTR] pursuant to Section 5.2 of the AGTA Exhibit A BFE Provisions Document, then Boeing will [*CTR];

8.1.2 [*CTR]; and/or

8.1.3 [*CTR] by the amount of Boeing’s [*CTR], including but not limited to, (i) [*CTR] by Boeing, (ii) any [*CTR] in accordance with [*CTR] as established by Boeing and agreed to by the [*CTR]; and (iii) [*CTR] and [*CTR] from any applicable [*CTR].

8.2 Boeing will use [*CTR] described in Section 8.1.3. Notwithstanding the last clause of 8.1.3, Boeing has no [*CTR].

8.3 If Boeing [*CTR] set forth herein, then any [*CTR] of the Aircraft, to the [*CTR], will be the [*CTR] of Boeing.

Estimated [*CTR]. An [*CTR] by Boeing has been included in the Aircraft [*CTR] to establish the [*CTR] for each Aircraft. The [*CTR] in Table 1(R1) will be adjusted at time of execution of Supplemental Agreement SA-5 to [*CTR].

[*CTR] will at all times [*CTR] with Customer [*CTR] and Boeing will have [*CTR] have, but will not be [*CTR].

Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670 entitled “Confidentiality”.

Intentionally Left Blank

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,

Attachment A

[*CTR]

The following [*CTR] describe(s) the items of equipment that under the terms and conditions of this Letter Agreement are considered to be [*CTR]. Each such [*CTR] is fully described in the [*CTR] as described in Exhibit A to the Purchase Agreement. Final configuration will be based on Customer acceptance of any or all [*CTR] listed below.

[*CTR] Number and Title

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Attachment B

[*CTR]

This Attachment B describes the functions that Boeing will perform as [*CTR] to support (i) the [*CTR] and (ii) the [*CTR] on the Aircraft.

Boeing will perform the following functions [*CTR]. Boeing will have [*CTR] which, in Boeing’s reasonable opinion, [*CTR]. Boeing will be [*CTR] for:

Boeing’s [*CTR] will include the functions of [*CTR]. As [*CTR], Boeing will perform the following functions:

		The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207

AAL-PA-03735-LA-1603773

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

1.1 In consideration of Customer [*CTR] on the 737 MAX aircraft, at the time of delivery of each Boeing Model 737-8 MAX aircraft [*CTR] in which Customer [*CTR] to Letter Agreement No. AAL-PA-03735-LA-110651 entitled “[*CTR]”, if Customer [*CTR] contained in MP [*CTR] entitled [*CTR] and more particularly identified in the table below, Boeing [*CTR].

1.2 In order to [*CTR] set forth in paragraph 1.1., above, Customer [*CTR] on the applicable Aircraft.

1.3 The [*CTR] will be [*CTR] set forth in Supplement Exhibit AE1 to the Purchase Agreement.

1.4 Customer will be [*CTR], in whole or in part, (i) [*CTR], and/or (ii) [*CTR].

Additionally, if Customer [*CTR], in the event the [*CTR], Boeing will [*CTR]. The [*CTR] purchased by Customer until the [*CTR] of the Aircraft at which [*CTR].

Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670 entitled “Confidentiality”.

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing, except to the extent permissible under the terms of the AGTA.

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
Filed on:		10/20/16		4,  8-K,  8-K/A
For Period end:		9/30/16
		8/8/16
		2/1/13
				List all Filings

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4 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 American Airlines Group Inc. 10-K 12/31/23 147:24M 2/22/23 American Airlines Group Inc. 10-K 12/31/22 141:46M 2/22/22 American Airlines Group Inc. 10-K 12/31/21 162:47M 2/17/21 American Airlines Group Inc. 10-K 12/31/20 160:42M

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Filing Submission 0001193125-16-742263   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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