Exhibit
10.136
PURCHASE AGREEMENT No. 1977 SUPPLEMENT No. 23
PURCHASE AGREEMENT No. 1977
SUPPLEMENT No. 23 (this “Agreement”) dated
January 30, 2008 between The Boeing Company
(“Boeing”) and American Airlines, Inc.
(“Customer”).
R E C I T A L S
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A.
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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).
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B.
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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.
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C.
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Pursuant
to Letter Agreement No. 6-1162-LAJ-771, Boeing and Customer have
agreed to, among other things, treatment of the Advance Payments of
the Deferred Aircraft.
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D.
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Pursuant
to Letter Agreement No. 6-1162-LAJ-936, Boeing and Customer have
agreed to, among other things, treatment of acceleration of
Deferred Aircraft.
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E.
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Pursuant
to Purchase Agreement No. 1977 Supplement Agreement No. 19
(“SA19”), 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] .
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F.
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Customer
and Boeing desire to amend and supplement the Purchase Agreement as
provided below.
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In
consideration of the foregoing premises and other good and
sufficient consideration, Boeing and Customer hereby agree as
follows:
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1.
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Amendment to Reflect Customer’s [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
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1.1.
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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] Customer of the
Scheduled Delivery Month [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
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1.2.
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Pursuant to Section 6 of SA19, as revised in Table 1(R2) in
SA21, [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
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2.
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
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2.1.
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Table 1(R2) to the Purchase Agreement is hereby replaced in its
entirety with the revised Table 1(R3) 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].
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2.2
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Letter
Agreement 6-1162-LAJ-771, paragraph 2 (“Advance Payments for
Certain Aircraft”) describes Schedule 1 to Table 1 setting
forth the 737 Advance Payment Schedule. The excess [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] and as such,
Schedule 1 will no longer be revised.
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2.3
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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(R3) 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].
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3.
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Amendment to Reflect Customer’s Exercise of MADP
Rights .
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3.1.
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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”).
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3.2.
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The
Scheduled Delivery Month and Advanced Payment Schedule for the
aircraft is set forth in Table 1A (R2), attached
hereto.
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3.3. 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 1A(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].
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4.
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Table of Contents . The Table of
Contents dated December 2007 is replaced in its entirety with the
revised Table of Contents dated January 2008 (Attachment A hereto)
to reflect amendments made to the Purchase Agreement by this
Agreement.
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5.
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MADP Rights . Pursuant to SA22, Attachment B (R3)
to the Rights Letter is hereby replaced in its entirety with the
revised Attachment B (R4) attached hereto and hereby made part of
the Purchase Agreement. The revised number of certain Customer MADP
rights pursuant to this Agreement are reflected in the attached
Attachment B (R4) hereto.
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6.
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QADP Rights . Pursuant to SA21, Attachment C (R2)
to the Rights Letter are hereby replaced in its entirety with the
revised Attachment C (R3) attached hereto and hereby made part of
the Purchase Agreement. The revised number of certain Customer QADP
rights pursuant to this Agreement are reflected in the attached
Attachment C (R3) hereto.
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7.
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Supplement Exhibit BFE1. Supplement
Exhibit BFE1 (R3) is hereby replaced in its entirety with the
revised Supplement Exhibit BFE1 (R4) 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 (R4).
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8.
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Advance Payments for Aircraft .
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].
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9.
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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.
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IN
WITNESS WHEREOF, Boeing and Customer have each caused this
Agreement
to
be duly executed as of the day and year first above
written.
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AMERICAN
AIRLINES, INC.
By
/s/ Beverly
Goulet
Its
VP Corporate Development and
Treasurer
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THE
BOEING COMPANY
By
/s/ Thomas R. Winter
Its
Attorney-In-Fact
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Attachment
A, Table of Contents (R4) to Purchase Agr
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