ex102.htm


    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:

    


    
      	
              1.  

            	
              Table of Contents,
      Articles, Tables and Exhibits, and Letter
    Agreements:

            


    

    


    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.

    


    
      	
              2.  

            	
              Advance Payments for
      Aircraft.

            


    

    


    [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:

    


    
      	
               
      

            	
              3.1

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

            


    

    


    
      	
               
      

            	
              3.2

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

            


    

    


    
      	
               
      

            	
              3.3

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

            


    

    


    
      	
               
      

            	
              3.4

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

            


    

    


    
      	
               
      

            	
              3.5

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

            


    

    


    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:                                             

    


    


    
      	
               
      

            	
              Its:
         Attorney-In-Fact    

            	
              Its: VP Corporate
      Development and Treasurer

            


    

    


    



    
      
        
          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

    


    
      	
               
      

            	
              1

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

            	
              SA29

            


    

    


    
      	
               
      

            	
              1A

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

            	
              SA30

            


    

    


    
      	
               
      

            	
              1B

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

            	
              SA30

            


    

    


    
      	
                  1C

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

            	
              SA30

            


    

    


    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 FeaturesSA20

    


    BFE1                   BFE
Variables SA30

    


    CS1                   Customer
Support Variables

    


    SLP1                   Service
Life Policy Components

    


    EE1                   Engine
Escalation, Engine Warranty and Patent Indemnity


    
      
        
          PA No.
1977                                                               
 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    LETTER
AGREEMENTS

    


    6-1162-AKP-070                                   Miscellaneous
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-075                                   Aircraft
Purchase Rights and Substitution Rights

    - Attachment A

    - Attachment B SA30

    - Attachment C SA30

    


    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

    


    


    



    
      
        
          PA No.
1977                                                               
 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Table
1A to

    Purchase
Agreement No. 1977

    


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

    


    



    
      
        
          PA No.
1977                                                               
 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Table
1A to

    Purchase
Agreement No. 1977

    


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

    


    



    
      
        
          PA No.
1977                                                               
 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Table
1A to

    Purchase
Agreement No. 1977

    


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

    


    



    
      
        
          PA No.
1977                                                               
 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Table
1B to

    Purchase
Agreement No. 1977

    


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

    



    
      
        
          PA No.
1977                                                               
 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Table
1B to

    Purchase
Agreement No. 1977

    


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

    


    



    
      
        
          PA No.
1977 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Table
1C to

    Purchase
Agreement No. 1977

    


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

    


    


    



    
      
        
          PA No.
1977 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
B to Letter Agreement 6-1162-AKP-075

    


    


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

    


    



    
      
        
          PA No.
1977                                                               
 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
B to Letter Agreement 6-1162-AKP-075

    


    


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

    


    



    
      
        
          PA No.
1977 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
C to Letter Agreement 6-1162-AKP-075

    


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

    



    
      
        
          PA No.
1977                                                               
 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
C to Letter Agreement 6-1162-AKP-075

    


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

    


    


    


    



    
      
        
          PA No.
1977 SA30

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    BUYER
FURNISHED EQUIPMENT VARIABLES

    


    between

    


    THE
BOEING COMPANY

    


    and

    


    AMERICAN
AIRLINES, INC.

    


    


    Supplemental
Exhibit BFE1 to Purchase Agreement Number 1977

    


    


    



    
      
        
          P.A. No.
1977                                                           
BFE1

          SA30 AAL

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


        
          BOEING
PROPRIETARY 

          


        

      

    


    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
Equipmen                                                                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.

    


    



    
      
        
          P.A. No.
1977                                                         
BFE1-

          


          


          SA30 
AAL

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


        
          BOEING
PROPRIETARY 

          


        

      

    


    


    


    


    2.           On-dock
Dates

    


     On
or before April 2008,
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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              Galleys/Furnishings

            
	
              Antennas
      & Mounting Equipment

            
	
              Avionics

            
	
              Cabin
      Systems Equipment

            
	
              Miscellaneous
      Emergency Equipment

            
	
              Textiles/Raw
      Material

            
	
              Cargo
      Systems

            
	
              Provision
      Kits

            
	
              Winglets

            


    

    


    



    
      
        
          P.A. No.
1977                                                         
BFE1-

          


          


          SA30 
AAL

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


        
          BOEING
PROPRIETARY 

          


        

      

    


    Item                                                              Preliminary On-Dock
Dates

    


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

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              Galleys/Furnishings

            
	
              Antennas
      & Mounting Equipment

            
	
              Avionics

            
	
              Cabin
      Systems Equipment

            
	
              Miscellaneous
      Emergency Equipment

            
	
              Textiles/Raw
      Material

            
	
              Cargo
      Systems

            
	
              Provision
      Kits

            	 
      
	
              Winglets

            	 
      


    

    


    



    
      
        
          P.A. No.
1977                                                         
BFE1-

          


          


          SA30 
AAL

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


        
          BOEING
PROPRIETARY 

          


        

      

    


    Item                                                              Preliminary On-Dock
Dates

    


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

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              Galleys/Furnishings

            
	
              Antennas
      & Mounting Equipment

            
	
              Avionics

            
	
              Cabin
      Systems Equipment

            
	
              Miscellaneous
      Emergency Equipment

            
	
              Textiles/Raw
      Material

            
	
              Cargo
      Systems

            
	
              Provision
      Kits

            
	
              Winglets

            


    

    



    
      
        
          P.A. No.
1977                                                        
BFE1-

          SA30 
AAL

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


        
          BOEING
PROPRIETARY 

          


        

      

    


    Item                                                              Preliminary On-Dock
Dates

    


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

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              Aircraft

            	
              Aircraft

            
	
              Seats

            	
              [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]

            
	
              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]

            
	 
      	
              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

            
	
              Cargo
      Systems

            
	
              Provision
      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.

    


    



    
      
        
          P.A. No.
1977                                                        
BFE1-

          SA30 
AAL

          BOEING
PROPRIETARY