ex103.htm


    Exhibit
10.3

    


    PURCHASE
AGREEMENT No. 1977 SUPPLEMENT No. 28

    


    


    PURCHASE AGREEMENT No. 1977 SUPPLEMENT
No. 28 (this “Agreement”) dated June ____, 2008 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 titled Aircraft Purchase Rights and
      Substitution Rights (the “Rights Letter”), Boeing and Customer have agreed
      to, among other things, treatment of aircraft Purchase
    Rights.

            


    

    


    
      	
              C.  

            	
              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 Exercise of MADP
  Rights.

            


    

    


    
      	
              1.1.  

            	
              The
      Purchase Agreement is amended and supplemented to reflect the exercise 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].

            


    

    


    
      	
              1.2.  

            	
              The
      Scheduled Delivery Month and Advanced Payment Schedule for the aircraft is
      set forth in Table 1A (R7), attached
hereto.

            


    

    


    
      	
               
      

            	
              1.3. In
      recognition of an update to the configuration of Customer’s Model 737-823
      Aircraft, the revised Detail Specification is incorporated into a new
      Exhibit A1 attached hereto and made apart hereof.  The new
      Exhibit A1 reflects the Optional Features selected for the
      Aircraft.

            


    

    


    
      	
              2.  

            	
              Table
      of Contents.  The Table of
      Contents dated May 2008 is replaced in its entirety with the revised Table
      of Contents dated June 2008 (Attachment A hereto) to reflect amendments
      made to the Purchase Agreement by this
  Agreement.

            


    

    


    
      	
              3.  

            	
              MADP
      Rights.  Pursuant to the Rights Letter, Attachment B to
      such letter is hereby replaced in its entirety with the revised Attachment
      B (R9) attached hereto and hereby incorporated into the Purchase
      Agreement. The revised number of certain Customer MADP rights pursuant to
      this Agreement is reflected in the Attachment B (R9)
    hereto.

            


    

    


    
      	
              4.  

            	
              Supplement
      Exhibit BFE1. Supplement Exhibit
      BFE1 (R8) is hereby replaced in its entirety with the revised Supplement
      Exhibit BFE1 (R9) attached hereto and hereby incorporated into the
      Purchase Agreement. The updated on-dock dates for all contracted firm
      Aircraft thru December 2013 are reflected in the attached Supplement
      Exhibit BFE1 (R9).

            


    

    


    
      	
              5.  

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

            


    

    


    
      	
              6.  

            	
              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].

            


    

    


    
      	
              7.  

            	
              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.

            


    

    


    IN
WITNESS WHEREOF, Boeing and Customer have each caused this
Agreement

    to be
duly executed as of the day and year first above written.

    


    
      	
              AMERICAN
      AIRLINES, INC.

               

               

              By                                                      

              Its
      VP Corporate Development
      and              Treasurer

            	
              THE
      BOEING COMPANY

               

               

              By                                                         

              Its    Attorney-In-Fact­­­­ 

            


    

    


    
      	
               
      

            	
              Attachments:

            


    

    


    
      	
               
      

            	
              Exhibit
      A1, Aircraft Configuration

            


    

    


    
      	
               
      

            	
              Attachment
      A, Table of Contents (R9) to Purchase Agreement No.
  1977

            


    

    


    
      	
               
      

            	
              Table
      1A (R7) to Purchase Agreement No. 1977, 737-800 Exercised Option Delivery,
      Description, Price and Advance
Payments

            


    

    


    
      	
               
      

            	
              Attachment
      B (R9) to Letter Agreement 6-1162-AKP-075, Aircraft Purchase Rights and
      Substitution Rights

            


    

    


    
      	
               
      

            	
              Supplement
      Exhibit BFE1 (R9) to Purchase Agreement No. 1977, 737-823 BFE
      Variables

            


    

    


    Letter
Agreement 6-1162-CLO-1035, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    


     SA

    ARTICLES NUMBER

    


    1.                   Quantity,
Model and
Description                                                                                            SA21

    


    2.                   Delivery
Schedule

    


    3.                   Price

    


    4.                   Payment

    


    5.                   Miscellaneous

    


    


    TABLE

    


    1(R3)                  Aircraft
Delivery, Description, Price and SA23

    Advance Payments

    -Schedule 1
(R2) SA23

           1A                      (R7)                                                                                                Option
Aircraft Delivery, Description, Price
and                               SA28

    Advance Payments

    


    EXHIBITS

    


    A.                    Aircraft
Configuration

       A1                      Aircraft
Configuration SA28

    


    B.                    Aircraft
Delivery Requirements and Responsibilities

    


    C.                    Defined
Terms

    


    


    SUPPLEMENTAL
EXHIBITS

    


         AE1                      Escalation
Adjustment Airframe and Optional Features SA20

    


    BFE1(R9)                                                                                                                             BFE
VariablesSA28

    


    CS1                   Customer
Support Variables

    


    SLP1                    Service
Life Policy Components

    


    EE1                   Engine
Escalation, Engine Warranty and Patent Indemnity


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    LETTER
AGREEMENTS

    


    6-1162-AKP-070Miscellaneous
Commitments for Model 737, 757,

    767 and 777 Aircraft

    


    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-075Aircraft
Purchase Rights and Substitution Rights

    - Attachment A

    - Attachment B(R9) SA28

    - Attachment
C(R4) SA26

    


    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

    


    6-1162-AKP-081 Model
737 Maintenance Cost Commitment

    


    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].


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    6-1162-CLO-1035

    


    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport, Texas  75261-9616

    


    


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

    


    


    
      	
              Reference:

            	
              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 (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.

    


    Boeing
agrees to provide Customer with the [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
in the Attachment.

    


    The
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] set forth herein are applicable to the
Aircraft set forth in the Attachment to this Letter Agreement No.
6-1162-CLO-1035.

    


    Notwithstanding
any other provisions of the Purchase Agreement, the rights and obligations
described in this Letter Agreement are provided to Customer in consideration of
Customer becoming the operator of the Aircraft and cannot be assigned, in whole
or in part.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


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

    


    Very
truly yours,

    


    THE
BOEING COMPANY

    


    


    By                                          

    


    Its           Attorney-In-Fact           

    


    ACCEPTED
AND AGREED TO this

    Date:
                               ,
2008

    


    AMERICAN
AIRLINES, INC.

    


    


    By                                          

    


    Its                                          

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    MODEL 737-800 WITH WINGLETS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

     

     

    FOR
AMERICAN AIRLINES, INC.

     

    SECTION                                     CONTENTS

     

    
      	
               
      

            	
              1

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

            


    

     

    
      	
               
      

            	
              2

            


    

     

    
      	
               
      

            	
              3

            


    

     

    
      	
               
      

            	
              4

            


    

     

    
      	
               
      

            	
              5

            


    

     

    
      	
               
      

            	
              6

            


    

     

    
      	
               
      

            	
              7

            


    

     

    
      	
               
      

            	
              8

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1

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

            


    

     

    
      	
              2

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

            


    

     

    
      	
              2.1

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

            


    

     

    
      	
              2.2

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

            


    

     

    
      	
              2.3

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

            


    

     

    
      	
              2.4

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

            


    

     

    
      	
              2.4.1

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

            


    

     

    
      	
              2.4.2

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

            


    

     

    
      	
              2.4.3

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

            


    

     

    
      	
              2.4.4

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

            


    

     

    
      	
              2.4.5

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

            


    

     

    


     

    
      	
              2.4.6

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

            


    

     

     

    
      	
              3

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

            


    

     

     

    
      	
              4

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

            


    

     

     

    
      	
              4.1

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

            


    

     

    
      	
              4.1.1

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

            


    

     

    
      	
              4.2

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

            


    

     

    
      	
              4.3

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

            	
              AIRCRAFT
      CONFIGURATION

            


    

     

    
      	
              5.1

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

            


    

     

    
      	
              5.2

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

            


    

     

    
      	
              6

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

            


    

     

    
      	
              6.1

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

            


    

     

    
      	
              6.2

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

            


    

     

    
      	
              6.3

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

            


    

     

    
      	
              6.4

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

            


    

     

    
      	
              6.5

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

            


    

     

    
      	
              6.6

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

            


    

     

    
      	
              6.7

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

            


    

     

    
      	
              6.8

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

            


    

     

    
      	
              6.9

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

            


    

     

    
      	
              6.10

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

            


    

     

     

    
      	
              7

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

            


    

     

    
      	
              7.1

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

            


    

     

    
      	
              7.2

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

            


    

     

    
      	
              7.3

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

            


    

     

    
      	
              7.4

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

            


    

     

    
      	
              7.5

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

            


    

     

    
      	
              7.6

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

            


    

     

    
      	
              7.7

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

            


    

     

    
      	
              7.8

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

            


    

     

    
      	
              7.9

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

            


    

     

     

    
      	
              8

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

            


    

     

    


     

    Exhibit
A1 to Purchase Agreement No. 1977

    


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

    


    Table
1A (R7) to Purchase Agreement No. 1977

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    BUYER
FURNISHED EQUIPMENT VARIABLES

    


    between

    


    THE
BOEING COMPANY

    


    and

    


    AMERICAN
AIRLINES, INC.

    


    


    Supplemental
Exhibit BFE1 to Purchase Agreement Number 1977

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    BUYER
FURNISHED EQUIPMENT VARIABLES

    


    relating
to

    


    BOEING
MODEL 737 AIRCRAFT

    


    


    This
Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and
other variables applicable to the Aircraft.

    


    


    1.           Supplier
Selection.

    


    Customer will:

    


    1.1           Select
and notify Boeing of the suppliers and part numbers of the following BFE items
by the following dates:

    


    Galley
System                                                                           Complete

    


    Galley
Inserts                                                                           Complete

    


    Seats
(passenger)                                                                           Complete

    


    Cabin Systems
Equipment                                                                                     Complete

    


    Miscellaneous Emergency
Equipment                                                                                     Complete

    


    Cargo Handling
Systems                                                                           Complete

    


    


    For a new
certification, supplier requires notification [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] to Cargo Handling System on-dock date.

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    2.           On-dock
Dates

    


     On
or before [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT], Boeing will provide to Customer a BFE
Requirements On-Dock/Inventory Document (BFE Document) or an electronically
transmitted BFE Report which may be periodically revised, setting forth the
items, quantities, on-dock dates and shipping instructions relating to the
in-sequence installation of BFE.  For planning purposes, a preliminary
BFE on-dock schedule is set forth below:

    


    


    Item                                                              Preliminary On-Dock
Dates

    


    
      	 
      	
              [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]

            
	 
      	
              Aircraft

            	
              Aircraft

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

               

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    Item                                                              Preliminary On-Dock
Dates

    


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

            	 
      
	 
      	
              Aircraft

            	
              Aircraft

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

              Seats

            	 
      	 
      
	
              Galleys/Furnishings

            	 
      	 
      
	
              Antennas
      & Mounting Equipment

            	 
      	 
      
	
              Avionics

            	 
      	 
      
	
              Cabin
      Systems Equipment

            	 
      	 
      
	
              Miscellaneous
      Emergency Equipment

            	 
      	 
      
	
              Textiles/Raw
      Material

            	 
      	 
      
	
              Cargo
      Systems

            	 
      	 
      
	
              Provision
      Kits

            	 
      	 
      
	
              Winglets

            	 
      	 
      


    

    


    


    


    


    Item                                                              Preliminary On-Dock
Dates

    


    
      	 
      	
              [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]

            
	 
      	
              Aircraft

            	
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              [CONFIDENTIAL
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      REQUEST FOR CONFIDENTIAL TREATMENT]

               

            	 
      
	
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      Systems Equipment

            	 
      	 
      
	
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    Item                                                              Preliminary On-Dock
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              [CONFIDENTIAL
      PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
      REQUEST FOR CONFIDENTIAL TREATMENT]

            	
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      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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      Emergency Equipment

            	 
      	 
      
	
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    Item                                                              Preliminary On-Dock
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              [CONFIDENTIAL
      PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
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              [CONFIDENTIAL
      PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
      REQUEST FOR CONFIDENTIAL TREATMENT]

            
	 
      	
              Aircraft

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

               

            	 
      
	
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      Systems Equipment

            	 
      	 
      
	
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    Item                                                              Preliminary On-Dock
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              [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]

            
	 
      	
              Aircraft

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

               

            	 
      
	
              Galleys/Furnishings

            	 
      	 
      
	
              Antennas
      & Mounting Equipment

            	 
      	 
      
	
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      Emergency Equipment

            	 
      	 
      
	
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    Item                                                              Preliminary On-Dock
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      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]

            
	
              Galleys/Furnishings

            	 
      	 
      
	
              Antennas
      & Mounting Equipment

            	 
      	 
      
	
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      Systems Equipment

            	 
      	 
      
	
              Miscellaneous
      Emergency Equipment

            	 
      	 
      
	
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      Material

            	 
      	 
      
	
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      Systems

            	 
      	 
      
	
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    Item                                                              Preliminary On-Dock
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              [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]

            
	 
      	
              Aircraft

            	
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              [CONFIDENTIAL
      PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
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      & Mounting Equipment

            	 
      	 
      
	
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      Systems Equipment

            	 
      	 
      
	
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      Emergency Equipment

            	 
      	 
      
	
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      Systems

            	 
      	 
      
	
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    Item                                                              Preliminary On-Dock
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              [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]

            
	 
      	
              Aircraft

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

               

            	 
      
	
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      & Mounting Equipment

            	 
      	 
      
	
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      Systems Equipment

            	 
      	 
      
	
              Miscellaneous
      Emergency Equipment

            	 
      	 
      
	
              Textiles/Raw
      Material

            	 
      	 
      
	
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      Systems

            	 
      	 
      
	
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    Item                                                              Preliminary On-Dock
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              [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]

            
	 
      	
              Aircraft

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

               

            	 
      
	
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      & Mounting Equipment

            	 
      	 
      
	
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      Systems Equipment

            	 
      	 
      
	
              Miscellaneous
      Emergency Equipment

            	 
      	 
      
	
              Textiles/Raw
      Material

            	 
      	 
      
	
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      Systems

            	 
      	 
      
	
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    Item                                                              Preliminary On-Dock
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              [CONFIDENTIAL
      PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
      REQUEST FOR CONFIDENTIAL TREATMENT]

            	
              [CONFIDENTIAL
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      REQUEST FOR CONFIDENTIAL TREATMENT]

            
	 
      	
              Aircraft

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

              Seats

            	 
      	 
      
	
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      & Mounting Equipment

            	 
      	 
      
	
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      Emergency Equipment

            	 
      	 
      
	
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      Systems

            	 
      	 
      
	
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    Item                                                              Preliminary On-Dock
Dates

    


    
      	 
      	
              [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]

            
	 
      	
              Aircraft

            	
              Aircraft

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

               

            	 
      
	
              Galleys/Furnishings

            	 
      	 
      
	
              Antennas
      & Mounting Equipment

            	 
      	 
      
	
              Avionics

            	 
      	 
      
	
              Cabin
      Systems Equipment

            	 
      	 
      
	
              Miscellaneous
      Emergency Equipment

            	 
      	 
      
	
              Textiles/Raw
      Material

            	 
      	 
      
	
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      Systems

            	 
      	 
      
	
              Provision
      Kits

            	 
      	 
      
	
              Winglets

            	 
      	 
      


    

    


    


    


    


    Item                                                              Preliminary On-Dock
Dates

    


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

            	 
      
	 
      	
              Aircraft

            	 
      
	
              Seats

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

            
	
              Galleys/Furnishings

            	 
      	 
      
	
              Antennas
      & Mounting Equipment

            	 
      	 
      
	
              Avionics

            	 
      	 
      
	
              Cabin
      Systems Equipment

            	 
      	 
      
	
              Miscellaneous
      Emergency Equipment

            	 
      	 
      
	
              Textiles/Raw
      Material

            	 
      	 
      
	
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      Systems

            	 
      	 
      
	
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      Kits

            	 
      	 
      
	
              Winglets

            	 
      	 
      


    

    


    


    


    


    
      	
              3.  

            	
              Additional
      Delivery Requirements

            


    

    


    Customer
will insure that Customer’s BFE suppliers provide sufficient information to
enable Boeing, when acting as Importer of Record for Customer’s BFE, to comply
with all applicable provisions of the U.S. Customs Service.

    


    


    Attachment
B (R9) to Letter Agreement 6-1162-AKP-075 (Model 737)

    


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