Exhibit 10.3
Supplemental Agreement
No. 31
to
Purchase Agreement
No. 1977
between
The Boeing Company
and
American Airlines, Inc.
Relating to Boeing Model 737-800
Aircraft
THIS
SUPPLEMENTAL AGREEMENT, entered into as of September 15, 2008,
(Supplemental Agreement Number 31) 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];
P.A.
No. 1977
SA-31
AAL
BOEING PROPRIETARY
WHEREAS, Customer and Boeing desire to amend the
Purchase Agreement to reflect the following:
|
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and
|
|
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and
|
|
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and
|
|
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]; and
|
NOW THEREFORE,
in consideration of the mutual covenants herein contained, the
parties agree to amend the Purchase Agreement as
follows:
|
|
The table of
contents is removed in its entirety and replaced with the new table
of contents, attached hereto, to add [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].
|
|
|
Upon execution
of Supplemental Agreement No. 31[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT], and as Supplemental Agreement No. 31
succeeds Supplemental Agreement No. 30, with regard to the matters
set forth herein, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
|
P.A.
No. 1977
SA-31
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 to this Supplemental
Agreement, the terms of the exhibits will control.
EXECUTED IN
DUPLICATE as of the day and year first above written.
THE BOEING
COMPANY AMERICAN
AIRLINES, INC.
By:
By:
|
|
|
Its: VP
Corporate Development and Treasurer
|
P.A.
No. 1977
SA-31
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
|
|
|
[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]
|
|
|
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
|
|
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
VariablesSA30
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
6-1162-CLO-1038 Advance
Payments and Permitted
Transactions SA31
6-1162-CLO-1038
American
Airlines, Inc.
P.O. Box
619616
Dallas-Fort
Worth Airport, Texas 75261-9616
Subject: Advance
Payments and Permitted Transactions
|
|
Purchase
Agreement No. 1977 (the Purchase Agreement) between The Boeing
Company (Boeing) and American Airlines, Inc. (Customer)
relating to Model 737-823 aircraft (the Aircraft)
|
This Letter
Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase
Agreement.
|
|
Advance
Payments for Aircraft.
|
Notwithstanding
Article 4.2 and Tables 1A,