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American Airlines, Inc., et al. – ‘10-Q’ for 6/30/14 – ‘EX-10.3’

On:  Thursday, 7/24/14, at 7:31am ET   ·   For:  6/30/14   ·   Accession #:  6201-14-14   ·   File #s:  1-02691, 1-08400

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

 7/24/14  American Airlines, Inc.           10-Q        6/30/14   90:25M                                    American Airlines Gp Inc
          American Airlines Group Inc.

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.56M 
 2: EX-10.1     Material Contract                                   HTML     39K 
 3: EX-10.2     Material Contract                                   HTML     62K 
 4: EX-10.3     Material Contract                                   HTML     43K 
 5: EX-10.4     Material Contract                                   HTML    136K 
 6: EX-10.5     Material Contract                                   HTML     99K 
 7: EX-10.6     Material Contract                                   HTML    102K 
 8: EX-10.7     Material Contract                                   HTML     37K 
 9: EX-10.8     Material Contract                                   HTML     36K 
10: EX-12.1     Statement re: Computation of Ratios                 HTML     37K 
11: EX-12.2     Statement re: Computation of Ratios                 HTML     36K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
14: EX-31.3     Certification -- §302 - SOA'02                      HTML     29K 
15: EX-31.4     Certification -- §302 - SOA'02                      HTML     29K 
16: EX-32.1     Certification -- §906 - SOA'02                      HTML     29K 
17: EX-32.2     Certification -- §906 - SOA'02                      HTML     29K 
64: R1          Document And Entity Information                     HTML     48K 
53: R2          Condensed Consolidated Statements Of Operations     HTML    138K 
62: R3          Condensed Consolidated Statements Of Comprehensive  HTML     61K 
                Income (Loss)                                                    
66: R4          Condensed Consolidated Balance Sheets               HTML    170K 
83: R5          Consolidated Balance Sheets (Parenthetical)         HTML     41K 
55: R6          Condensed Consolidated Statements Of Cash Flows     HTML    101K 
61: R7          Basis of Presentation                               HTML    183K 
49: R8          Emergence From Chapter 11 and Merger with US        HTML    106K 
                Airways Group                                                    
39: R9          Mandatorily Convertible Preferred Stock and         HTML     65K 
                Bankruptcy Settlement Obligations                                
85: R10         Slot Divestiture                                    HTML     32K 
68: R11         Special Items                                       HTML     97K 
67: R12         Earnings (Loss) Per Share                           HTML     88K 
73: R13         Debt                                                HTML    102K 
74: R14         Income Taxes                                        HTML     47K 
71: R15         Fair Value Measurements                             HTML    124K 
75: R16         Retirement Benefits                                 HTML    151K 
63: R17         Financial Instruments                               HTML    113K 
65: R18         Accumulated Other Comprehensive Income (Loss)       HTML    159K 
70: R19         Regional Expenses                                   HTML     95K 
90: R20         Related Party Transactions                          HTML     40K 
79: R21         Legal Proceedings                                   HTML     52K 
58: R22         Financial Information for Subsidiary Guarantors     HTML    916K 
                and Non-guarantor Subsidiaries                                   
69: R23         Subsequent Events                                   HTML     34K 
60: R24         Basis of Presentation (Policies)                    HTML     46K 
32: R25         Basis of Presentation (Tables)                      HTML    163K 
80: R26         Emergence From Chapter 11 and Merger with US        HTML     48K 
                Airways Group (Tables)                                           
87: R27         Mandatorily Convertible Preferred Stock and         HTML     45K 
                Bankruptcy Settlement Obligations (Tables)                       
44: R28         Special Items (Tables)                              HTML     94K 
43: R29         Earnings (Loss) Per Share (Tables)                  HTML     85K 
47: R30         Debt (Tables)                                       HTML     90K 
48: R31         Fair Value Measurements (Tables)                    HTML    111K 
50: R32         Retirement Benefits (Tables)                        HTML    147K 
30: R33         Financial Instruments (Tables)                      HTML     99K 
77: R34         Accumulated Other Comprehensive Income (Loss)       HTML    154K 
                (Tables)                                                         
57: R35         Regional Expenses (Tables)                          HTML     94K 
59: R36         Related Party Transactions (Tables)                 HTML     35K 
35: R37         Financial Information for Subsidiary Guarantors     HTML    918K 
                and Non-guarantor Subsidiaries (Tables)                          
89: R38         Basis of Presentation (Reclassification) (Details)  HTML    109K 
24: R39         Emergence From Chapter 11 and Merger with US        HTML    101K 
                Airways Group (Narrative) (Details)                              
51: R40         Emergence From Chapter 11 and Merger with US        HTML     36K 
                Airways Group (Schedule of Reorganization Items)                 
                (Details)                                                        
82: R41         Mandatorily Convertible Preferred Stock and         HTML     75K 
                Bankruptcy Settlement Obligations (Details)                      
34: R42         Slot Divestiture (Narrative) (Details)              HTML     34K 
42: R43         Special Items (Details)                             HTML     77K 
46: R44         Earnings (Loss) Per Share (Narrative) (Details)     HTML     26K 
54: R45         Earnings (Loss) Per Share (EPS Calculation)         HTML     79K 
                (Details)                                                        
29: R46         Debt (Components Of Long-Term Debt) (Details)       HTML     93K 
38: R47         Debt (Narrative) (Details)                          HTML     42K 
26: R48         Income Taxes (Narrative) (Details)                  HTML     62K 
81: R49         Fair Value Measurements (Assets and Liabilities     HTML    132K 
                Measured at Fair Value on a Recurring Basis)                     
                (Details)                                                        
33: R50         Retirement Benefits (Narrative) (Details)           HTML     27K 
78: R51         Retirement Benefits (Components Of Net Periodic     HTML     57K 
                Benefit Cost) (Details)                                          
36: R52         Financial Instruments (Narrative) (Details)         HTML     39K 
52: R53         Financial Instruments (Effect Of Derivative         HTML     51K 
                Instruments On Statements Of Operations) (Details)               
25: R54         Accumulated Other Comprehensive Income (Loss)       HTML     80K 
                (Components Of Accumulated Other Comprehensive                   
                Income (Loss)) (Details)                                         
28: R55         Regional Expenses (Details)                         HTML     51K 
45: R56         Accumulated Other Comprehensive Income (Loss)       HTML     49K 
                (Reclassification out of AOCI) (Details)                         
31: R57         Related Party Transactions (Details)                HTML     32K 
86: R58         Legal Proceedings (Details)                         HTML     39K 
56: R59         Financial Information for Subsidiary Guarantors     HTML    198K 
                and Non-guarantor Subsidiaries-Income Statement                  
                (Details)                                                        
72: R60         Financial Information for Subsidiary Guarantors     HTML     92K 
                and Non-guarantor Subsidiaries-Comprehensive                     
                Income (Details)                                                 
37: R61         Financial Information for Subsidiary Guarantors     HTML    237K 
                and Non-guarantor Subsidiaries-Balance Sheet                     
                (Details)                                                        
40: R62         Financial Information for Subsidiary Guarantors     HTML    129K 
                and Non-guarantor Subsidiaries-Cash Flows                        
                (Details)                                                        
76: R63         Subsequent Events (Details)                         HTML     40K 
88: XML         IDEA XML File -- Filing Summary                      XML    119K 
27: EXCEL       IDEA Workbook of Financial Reports                  XLSX    449K 
41: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   4.82M 
18: EX-101.INS  XBRL Instance -- aag-20140630                        XML   6.66M 
20: EX-101.CAL  XBRL Calculations -- aag-20140630_cal                XML    216K 
21: EX-101.DEF  XBRL Definitions -- aag-20140630_def                 XML   1.22M 
22: EX-101.LAB  XBRL Labels -- aag-20140630_lab                      XML   1.60M 
23: EX-101.PRE  XBRL Presentations -- aag-20140630_pre               XML   1.28M 
19: EX-101.SCH  XBRL Schema -- aag-20140630                          XSD    197K 
84: ZIP         XBRL Zipped Folder -- 0000006201-14-000014-xbrl      Zip    399K 


‘EX-10.3’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.3  

Exhibit 10.3

EXECUTION VERSION

AMENDMENT NO. 6

to the

A320 Family Aircraft Purchase Agreement

made July 20, 2011

between

AIRBUS S.A.S.

and

AMERICAN AIRLINES, INC.

This Amendment No. 6 to the A320 Family Purchase Agreement made July 20, 2011 (as amended, supplemented or otherwise modified, hereinafter referred to as the “Amendment”), entered into as of July 1, 2014, by and between AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”), and AMERICAN AIRLINES, INC., a Delaware corporation having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, United States of America (the “Buyer”).

WITNESSETH:

WHEREAS, the Buyer and the Seller entered into an Airbus A320 Family Aircraft Purchase Agreement, made July 20, 2011, which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”;

WHEREAS, the Buyer and the Seller have agreed that the Seller will deliver certain A319 Aircraft to the Buyer under the Agreement equipped with a set of two CFM56-5B7/3 engines under the terms and conditions specified herein;

WHEREAS, the Buyer has reached a separate agreement with CFM (the “Buyer’s CFM Agreement”) pursuant to which CFM has agreed to deliver CFM56-5B7/3 engines to the Seller for delivery on A319 Aircraft under the Agreement [*CTR];

WHEREAS, the Seller has reached a separate agreement with CFM pursuant to which CFM has agreed to deliver CFM56-5B7/3 engines to the Seller for delivery on A319 Aircraft under the Agreement [*CTR];

 

AMD 6 AAL_A320Family_CT1001520    Page 1

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


WHEREAS, the Buyer and the Seller have agreed to modify certain terms relating to Leasing Documentation; and

WHEREAS, the Buyer and the Seller have agreed to modify certain terms relating to certain A321 Aircraft.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

 

1

PROPULSION SYSTEM

 

1.1

Clause 2.4.1 of the Agreement is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

Each A319 Airframe with a Scheduled Delivery Month occurring before [*CTR] will be equipped with a set of two CFM International CFM 56-5B6/3 engines and each A319 Airframe with a Scheduled Delivery Month, or Scheduled Delivery Quarter, occurring after [*CTR] will be equipped with a set of two CFM56-5B7/3 engines (such set, an “A319 Propulsion System”).

UNQUOTE

 

1.2

Clause 3.1.2.1 of the Agreement is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

 

  3.1.2.1

The base price (the “Engine A Base Price”) of a set of two (2) CFM International CFM56-5B6/3 engines [*CTR] is:

US$ [*CTR] (US dollar [*CTR]).

Said base price has been established in accordance with the delivery conditions prevailing in January 2011 and has been calculated from the reference price (the “Engine A Reference Price”) for a set of two (2) CFM International CFM56-5B6/3 engines indicated by the Propulsion System Manufacturer of US$ [*CTR] (US dollars – [*CTR]).

UNQUOTE

 

AMD 6 AAL_A320Family_CT1001520    Page 2

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


1.3

Clause 1.1 of Exhibit C-3 to the Agreement is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

 

  1.1

Reference Price of the Propulsion System

The Engine A Reference Price for a set of two (2) CFM International CFM56-5B6/3 series Propulsion System [*CTR].

The Engine B Reference Price for a set of two (2) CFM International CFM56-5B4/3 series Propulsion System is as quoted in Clause 3.1.2.2 of the Agreement.

The Engine C Reference Price for a set of two (2) CFM International CFM56-5B3/3 series Propulsion System is as quoted in Clause 3.1.2.3 of the Agreement.

The Engine G Reference Price for a set of two (2) CFM International LEAP-1A24 series Propulsion System is as quoted in Clause 3.1.2.7 of the Agreement.

The Engine H Reference Price for a set of two (2) CFM International LEAP-1A26 series Propulsion System is as quoted in Clause 3.1.2.8 of the Agreement.

The Engine I Reference Price for a set of two (2) CFM International LEAP-1A32 series Propulsion System is as quoted in Clause 3.1.2.9 of the Agreement.

The Engine M Reference Price for a set of two (2) CFM International LEAP-1A33 series Propulsion System is as quoted in Clause 3.1.2.13 of the Agreement.

The Engine N Reference Price for a set of two (2) CFM International LEAP-1A33B2 series Propulsion System is as quoted in Clause 3.1.2.14 of the Agreement.

The Engine A Reference Price, Engine B Reference Price, Engine C Reference Price, Engine G Reference Price, Engine H Reference Price, Engine I Reference Price, Engine M Reference Price and Engine N Reference Price are subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Paragraphs 1.4. and 1.5. hereof.

UNQUOTE

 

1.4

The Buyer agrees to promptly notify the Seller if the Buyer’s CFM Agreement is amended such that CFM will no longer deliver [*CTR].

 

AMD 6 AAL_A320Family_CT1001520    Page 3

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


2

DEFINITIONS

Clause 0 of the Agreement is amended to modify the following defined term as set forth between the words “QUOTE” and “UNQUOTE”:

QUOTE

New Engine Option or NEO – as defined in Clause 2.1.1.1.

UNQUOTE

 

3

LEASING DOCUMENTATION

Annex B to the Form of Lease Agreement attached as Exhibit A to Letter Agreement No. 1 is hereby amended by deleting the final sentence of the first paragraph of Section B thereof in its entirety and replacing it with the following quoted text:

QUOTE

[*CTR]

[*CTR]

UNQUOTE

 

4

A321 DELIVERY MATTERS

New Paragraphs 3.4, 3.5 and 3.6 are added to Letter Agreement No. 2 with the following quoted text:

QUOTE

 

  3.4

In respect of each A321 Aircraft identified in Schedule I with CAC ID No. [*CTR].

 

  3.5

[*CTR]

 

  3.6

[*CTR]

UNQUOTE

 

AMD 6 AAL_A320Family_CT1001520    Page 4

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


5

REFERENCES

On and after the date of this Amendment:

 

  (i)

each reference in Letter Agreement No. 1 to “this Letter Agreement”, “hereunder”, “hereof” or words of like import referring to Letter Agreement No. 1 shall mean and be a reference to Letter Agreement No. 1 as amended by this Amendment, and

 

  (ii)

each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment.

 

6

ASSIGNMENT

This Amendment and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement; provided, however, this Amendment may not be assigned by the Buyer under either Clause 21.5 or 21.6 of the Agreement without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

 

7

CONFIDENTIALITY

Each of the Seller and the Buyer agree not to disclose the terms and conditions of this Amendment to any person without the prior written consent of the other party. Notwithstanding the foregoing, each of the Seller and the Buyer agrees that such terms and conditions may be disclosed without such prior written consent (i) as required by law or as necessary in connection with the enforcement of such party’s rights hereunder, and (ii) to the board of directors, managers, employees, auditors, and legal, financial and technical advisors of each party.

 

8

COUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

[Signature Page Follows]

 

AMD 6 AAL_A320Family_CT1001520    Page 5


If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

 

Very truly yours,
AIRBUS S.A.S.
By:  

/s/ AIRBUS S.A.S.

  Name:
  Title: Senior Vice President Contracts

 

Accepted and Agreed:
AMERICAN AIRLINES, INC.
By:  

/s/ AMERICAN AIRLINES, INC.

  Name:
  Title: Vice President, Fleet Planning

 

AMD 6 AAL_A320Family_CT1001520    Page 6

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:7/24/148-K
7/1/14
For Period end:6/30/14
7/20/1110-Q,  8-K
 List all Filings 


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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