Exhibit 10.2
Supplemental Agreement
No. 30
to
Purchase Agreement
No. 1977
between
The Boeing Company
and
American Airlines, Inc.
Relating to Boeing Model 737-823
Aircraft
THIS
SUPPLEMENTAL AGREEMENT, entered into as of August 8, 2008,
(Supplemental Agreement Number 30) by and between THE BOEING
COMPANY, a Delaware corporation with offices in Seattle,
Washington, (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. 1977 dated October 31, 1997, relating to
Boeing Model 737-823 aircraft, as amended and supplemented
(the Purchase Agreement). Capitalized terms used herein
without definitions shall have the meanings specified therefore in
such Purchase Agreement;
WHEREAS, pursuant to Letter Agreement No.
6-1162-AKP-075 titled Aircraft Purchase Rights and Substitution
Rights (the “Rights Letter”), Boeing and Customer have
agreed to, among other things, the treatment of aircraft Purchase
Rights;
WHEREAS, 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];
WHEREAS, pursuant to Letter Agreement No.
6-1162-LAJ-936 titled Special Matters for Model 737, 757, 767 and
777 Aircraft (“Special Matters Letter”), 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];
WHEREAS, pursuant to Section 6 of SA 19, as
revised in Table 1A in SA 29, [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT];
WHEREAS, Customer has exercised [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and
WHEREAS, pursuant to the Rights Letter, Customer
has exercised its [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
NOW THEREFORE,
in consideration of the mutual covenants herein contained, the
parties agree to amend the Purchase Agreement as
follows:
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Table of
Contents, Articles, Tables and Exhibits, and Letter
Agreements:
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1.1 The Table of
Contents of the Purchase Agreement is removed in its entirety and
replaced with the Table of Contents attached hereto and hereby made
a part of the Purchase Agreement;
1.2 The Tables 1A and
1B to the Purchase Agreement are removed in their entirety and
replaced with the revised Tables 1A and 1B attached hereto and
hereby made a part of the Purchase Agreement with respect to the
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT];
1.3 Table 1C has been
added to the Purchase Agreement and hereby made part of the
Purchase Agreement with respect to the [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT];
1.4 Aircraft in Tables
1A, 1B and 1C are hereby considered Firm Aircraft under the Rights
Letter;
1.5 Attachment B to
the Rights Letter is removed in its entirety and replaced with the
revised Attachment B, attached hereto, and hereby made part of the
Purchase Agreement. The revised numbers of Customer MADP rights,
pursuant to this Supplemental Agreement Number 30, are reflected in
the attached Attachment B;
1.6 Attachment C to
the Rights Letter is removed, in its entirety and replaced with the
revised Attachment C, attached hereto, and hereby made part of the
Purchase Agreement. The revised numbers of Customer QADP rights,
pursuant to this Supplemental Agreement Number 30, are reflected in
the attached Attachment C;
1.7 Terms and
conditions of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]; and
1.8 Supplement Exhibit
BFE1 is removed in its entirety and replaced with Supplement
Exhibit BFE1, 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.
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Advance
Payments for Aircraft.
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] .
3.
Supplemental Agreement No.
31
Boeing and
Customer have been in discussions, among other things, about
adjusting the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT], the key elements of which are as set forth
below:
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].
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Boeing and
Customer will negotiate in good faith to incorporate the
aforementioned terms and conditions into the Purchase Agreement via
Supplemental Agreement No. 31 on or before [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
P.A.
No. 1977
SA-30 Page
AAL
BOEING PROPRIETARY
The Purchase Agreement will be deemed to be
amended to the extent provided herein and as so amended will
continue in full force and effect. In the event of any
inconsistency between the above provisions and the provisions
contained in the referenced exhibits and attachments to this
Supplemental Agreement, the terms of the exhibits and attachments
will control.
EXECUTED IN
DUPLICATE as of the day and year first above written.
THE BOEING
COMPANY AMERICAN
AIRLINES, INC.
By:
By:
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Its: VP
Corporate Development and Treasurer
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P.A.
No. 1977
SA-30 Page
AAL
BOEING PROPRIETARY
TABLE OF CONTENTS
SA
ARTICLES NUMBER
1. Quantity,
Model and
Description SA21
2. Delivery
Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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EXHIBITS
A1 Aircraft
Configuration SA28
B. Aircraft
Delivery Requirements and Responsibilities
C. Defined
Terms
SUPPLEMENTAL
EXHIBITS
AE1 Escalation
Adjustment Airframe and Optional FeaturesSA20
BFE1 BFE
Variables SA30
CS1 Customer
Support Variables
SLP1 Service
Life Policy Components
EE1 Engine
Escalation, Engine Warranty and Patent Indemnity
LETTER
AGREEMENTS
6-1162-AKP-070 Miscellaneous
Commitments for Model 737, 757,
6-1162-AKP-071 Purchase
Obligations
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-AKP-074R2 Business
Considerations
6-1162-AKP-075 Aircraft
Purchase Rights and Substitution Rights
6-1162-AKP-076 Aircraft
Performance Guarantees
6-1162-AKP-077 Spares
Matters
6-1162-AKP-078 Model
737 Miscellaneous Commitments
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-AKP-080 Installation
of Cabin Systems Equipment
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-AKP-082 Confidentiality
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-AKP-117 Delivery
Schedule
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA28
Table 1A to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1A to
Purchase Agreement No.
1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Table 1A to
Purchase Agreement
