PURCHASE AGREEMENT SUPPLEMENT - BOEING

Addendum or Modifications

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AMR CORP | American Airlines, Inc | Boeing Company

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Title: PURCHASE AGREEMENT SUPPLEMENT - BOEING
Date: 2/20/2008
Industry: Airline Sector: Transportation

PURCHASE AGREEMENT SUPPLEMENT - BOEING, Parties: amr corp , american airlines inc , boeing company

Exhibit 10.134

PURCHASE AGREEMENT No. 1977 SUPPLEMENT No. 21

PURCHASE AGREEMENT No. 1977 SUPPLEMENT No. 21 (this “Agreement”) dated November 20, 2007 between The Boeing Company (“Boeing”) and American Airlines, Inc. (“Customer”).

R E C I T A L S :

A.	Boeing and Customer have heretofore entered into that certain Purchase Agreement No. 1977, dated October 31, 1997, as amended and supplemented, (capitalized terms used herein without definition shall have the meanings specified therefor in such Purchase Agreement).

B.	Pursuant to Letter Agreement No. 6-1162-AKP-075 (the “Rights Letter”), Boeing and Customer have agreed to, among other things, treatment of aircraft Purchase Rights.

C.	Pursuant to Letter Agreement No. 6-1162-LAJ-936, Boeing and Customer have agreed to, among other things, treatment of acceleration of Deferred Aircraft.

D.	Pursuant to Purchase Agreement No. 1977 Supplement Agreement No. 19 (“SA 19”), Boeing and Customer have agreed to, among other things, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

E.	Customer and Boeing desire to amend and supplement the Purchase Agreement as provided below.

In consideration of the foregoing premises and other good and sufficient consideration, Boeing and Customer hereby agree as follows:

1.	Amendment to Reflect Customer’s [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

1.1.	The Purchase Agreement is amended and supplemented to reflect the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

1.2.	Pursuant to Section 6 of SA 19, as revised in Table 1(R1) in SA-20, the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2.	Amendment to Reflect Customer’s Exercise of MADP Rights .

2.1.

The Purchase Agreement is amended and supplemented to reflect the exercising of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Rights Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] by Customer with the Scheduled Delivery [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (“Exercised MADP Aircraft”).

2.2.	The Scheduled Delivery Month and Advanced Payment Schedule for the aircraft are set forth in Table 1A, attached hereto.

3.	Amendments to Purchase Agreement . The Purchase Agreement is amended and supplemented, to reflect the addition of Table 1A, as follows:

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 Table 1 and Table 1A (collectively “Table 1”) attached hereto and made a part hereof for all purposes.

4.	Table of Contents . The Table of Contents dated August 2007 is replaced in its entirety with the revised Table of Contents dated November 2007 (Attachment A hereto) to reflect amendments made to the Purchase Agreement by this Agreement.

5.	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

5.1.

Table 1(R1) to the Purchase Agreement is hereby replaced in its entirety with the revised Table 1(R2) attached hereto and hereby made a part of the Purchase Agreement. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. In addition, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

5.2.

In recognition of the fact the configuration of Customer’s Model 737-823 Aircraft is in the process of being updated, the previously selected Optional Features that were selected during initial configuration for the Deferred Aircraft will be incorporated in Table 1(R2) as a placeholder until Customer selects Optional Features or other desired amendments to the Detail Specification (”Configuration Changes”). The effects of all Configuration Changes, which are mutually agreed upon between Boeing and Customer for incorporation into the Detail Specification will be incorporated into Exhibit A by written amendment no later than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

MADP and QADP Rights . Pursuant to SA 20, Attachment B (R1) and Attachment C (R1) to the Rights Letter are hereby replaced in its entirety with the revised Attachment B (R2) and Attachment C (R2) attached hereto and hereby made part of the Purchase Agreement. The revised number of certain Customer MADP rights and QADP rights pursuant to this Agreement are reflected in the attached Attachment B (R2) and Attachment C (R2) hereto.

Supplement Exhibit BFE1. Supplement Exhibit BFE1 is hereby replaced in its entirety with the revised Supplement Exhibit BFE1 (R2) attached hereto and hereby made part of the Purchase Agreement. The updated on-dock dates for all contracted firm Aircraft thru December 2013 are reflected in the attached Supplement Exhibit BFE1 (R2).

8.	Advance Payment Application and Advance Payments for Aircraft .

8.1.

Schedule 1(R1) to SA 20 (the Advance Payment Schedule) is hereby replaced in its entirety with the revised Schedule 1(R2) attached hereto and hereby made part of the Purchase Agreement. The revised Schedule 1(R2) reflecting the Advance Payments (“the Paid Advance Payments”) applied to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to this Agreement are reflected in the attached Schedule 1(R2).

8.2.	Due at signing of this Agreement, Customer owes Boeing [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

Effect on Purchase Agreement. Except as expressly set forth herein, all terms and provisions contained in the Purchase Agreement shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, and agreements, understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof and may be changed only in writing signed by authorized representatives of the parties.