EX-10.1



 Exhibit 10.1 

Supplemental Agreement No. 38 

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 26, 2014, (Supplemental Agreement Number 38) 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 (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement; and 

WHEREAS, Boeing and Customer desire to [*CTR] the delivery of [*CTR] 737-823 aircraft both delivering in [*CTR] 2015 and bearing manufacturer
serial numbers [*CTR]. 
 NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as
follows: 
 1. Table of Contents: 

The “Table of Contents” to the Purchase Agreement is deleted in its entirety and a revised “Table of
Contents,” attached hereto and identified with an “SA-38” legend is substituted in lieu thereof to reflect the changes made by this SA-38. 

  

					
	 P.A. No. 1977
 AAL
	 	SA-38	 	Page 1



 BOEING PROPRIETARY 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY 

WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL 

TREATMENT] 








 2. Revision of Table 1F: 

Table 1F entitled “Aircraft Delivery, Description, Price and Advance Payments – Purchased Aircraft” is deleted in its
entirety and a revised Table 1F attached hereto and identified with an “SA-38” legend is substituted in lieu thereof to reflect the changes made by this SA-38. 

3. Payments: 
 Boeing
confirms that Customer has previously paid Boeing advance payments of [*CTR] in respect of each [*CTR] for an aggregate total sum of [*CTR] in excess of Customer’s advance payment obligations (such aggregate total being referred to as the
Exceedance). The parties agree to apply the Exceedance to Customer’s [*CTR] as follows: 
 [*CTR] 

  

					
	 P.A. No. 1977
 AAL
	 	SA-38	 	Page 2



 BOEING PROPRIETARY 

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY 

WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL 

TREATMENT] 








 EXECUTED IN DUPLICATE as of the day and year first above written. 

 

							
	THE BOEING COMPANY	 	AMERICAN AIRLINES, INC.
				
	By:	 	 /s/ The Boeing Company
	 	By:	 	 /s/ American Airlines, Inc.

				
	Its:	 	Attorney-In-Fact	 	Its:	 	Vice President - Fleet Planning


  

					
	 P.A. No. 1977
 AAL
	 	SA-38	 	Page 3









 TABLE OF CONTENTS 
  

					
	 ARTICLES
	 	 	  	SA
NUMBER
	1.	 	Quantity, Model and Description	  	SA-21
	2.	 	Delivery Schedule	  	
	3.	 	Price	  	
	4.	 	Payment	  	
	5.	 	Miscellaneous	  	
			
	 TABLE
	 	 	  	 
	1	 	Aircraft Delivery, Description, Price and Advance Payments	  	SA-29
			
	1A	 	Aircraft Delivery, Description, Price and Advance Payments – Deferred Aircraft	  	SA-33
			
	1B	 	Aircraft Delivery, Description, Price and Advance Payments – Exercised MADP Aircraft	  	SA-33
			
	1C	 	Aircraft Delivery, Description, Price and Advance Payments – Exercised STAP Aircraft	  	SA-33
			
	1D	 	Aircraft Delivery, Description, Price and Advance Payments – Boeing Sky Interior Aircraft	  	SA-33
			
	1E	 	Aircraft Delivery, Description, Price and Advance Payments – SA-34 Exercised Aircraft	  	SA-34
			
	1F	 	Aircraft Delivery, Description, Price and Advance Payments – Purchased Aircraft	  	SA-38
			
	 EXHIBITS
	 	 	  	 
	A	 	Aircraft Configuration	  	
	A1	 	Aircraft Configuration	  	SA-33
	A2	 	Aircraft Configuration	  	SA-33
	B	 	Aircraft Delivery Requirements and Responsibilities	  	
	C	 	Defined Terms	  	
			
	 SUPPLEMENTAL EXHIBITS
	 	 	  	 
	AE1	 	Escalation Adjustment Airframe and Optional Features	  	SA-20
	BFE1	 	BFE Variables	  	SA-35
	CS1	 	Customer Support Variables	  	
	SLP1	 	Service Life Policy Components	  	
	EE1	 	Engine Escalation, Engine Warranty and Patent Indemnity	  	

 BOEING PROPRIETARY 

  

					
	 P.A. No. 1977
 Table of Contents
	  	SA-38	  	Page 1










 TABLE OF CONTENTS, continued 

 


					
	 LETTER AGREEMENTS
	 	 	  	SA
NUMBER
	6-1162-AKP-070	 	Miscellaneous Commitments for Model 737, 757,767 and 777 Aircraft	  	
			
	6-1162-AKP-072R1	 	[*CTR]	  	
			
		 	Terminated Per AAL-PA-1977-LA-1105595	  	
			
	6-1162-AKP-073	 	Accident Claims and Litigation	  	
			
	6-1162-AKP-074R2	 	Business Considerations	  	
			
	6-1162-AKP-075R1	 	Aircraft Purchase Rights and Substitution Rights	  	SA-35
			
		 	- Attachment A	  	SA-35
			
		 	- Attachment B	  	SA-35
			
		 	- Attachment C	  	SA-35
			
	6-1162-AKP-076	 	Aircraft Performance Guarantees	  	
			
	6-1162-AKP-077	 	Spares Matters	  	
			
	6-1162-AKP-078	 	Model 737 Miscellaneous Commitments	  	
			
	6-1162-AKP-079	 	[*CTR]	  	
			
	6-1162-AKP-080	 	Installation of Cabin Systems Equipment	  	
			
	6-1162-AKP-081	 	Model 737 Maintenance Cost Commitment	  	
			
	6-1162-AKP-082	 	Confidentiality	  	
			
	6-1162-AKP-083	 	Model 737 Introduction Cost Commitment	  	
			
	6-1162-AKP-084	 	Performance Retention Commitment	  	
			
	6-1162-AKP-085	 	Component Reliability Commitments	  	
			
	6-1162-AKP-117	 	Delivery Schedule	  	
			
	6-1162-SSM-1405R1	 	Multiple Operating Weight Program Attachment B	  	SA-35
			
		 	- Attachment B	  	SA-35
			
	6-1162-CLO-1035	 	Aircraft Performance Guarantees	  	SA-28
			
	AAL-PA-1977-LA-1105509	 	Aircraft Performance Guarantees, 737-700	  	SA-35
			
	AAL-PA-1977-LA-1105511	 	Aircraft Performance Guarantees, 737-900ER	  	SA-35
			
	6-1162-CLO-1038	 	Advance Payments and Permitted Transactions	  	SA-31


  

					
	 P.A. No. 1977
 Table of Contents
	  	SA-38	  	Page 2




					
		  	BOEING PROPRIETARY	  	

 [*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY 

WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL 

TREATMENT] 









 TABLE OF CONTENTS, continued 

 


					
	 LETTER AGREEMENTS, Continued
	 	 	  	SA
NUMBER
	6-1162-CLO-1082	 	Advance Payments and Permitted Transactions 2	  	SA-32
			
	AAL-PA-1977-LA-01073	 	Advance Payments and Permitted Transactions 3	  	SA-34
			
	AAL-PA-1977-LA-1105271	 	Advance Payments and Permitted Transactions 4	  	SA-35
			
	AAL-PA-1977-LA-1105272R1	 	Business Considerations 2	  	SA-36
			
	AAL-PA-1977-LA-1105616	 	Open Configuration Matters	  	SA-35
			
	AAL-PA-1977-LA-1105863	 	Performance Guarantees for Rights Aircraft	  	SA-35
			
	AAL-PA-1977-LA-08834	 	Business Considerations 3	  	SA-36
			
	AAL-PA-1977-LA-08835	 	[*CTR]	  	SA-36
			
	AAL-PA-1977-LA-1106665	 	[*CTR]	  	SA-36
			
	AAL-PA-1977-LA-1106666	 	[*CTR]	  	SA-36
			
	AAL-LA-1106678	 	Assignment Matters	  	SA-36

  

  

					
	 P.A. No. 1977
 Table of Contents
	  	SA-38	  	Page 3



					
		  	BOEING PROPRIETARY	  	

 [*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY 

WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL 

TREATMENT] 







 Table 1F To Purchase Agreement No. 1977 

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft 

 

											
					
	Airframe Model/MTOW:	 	737-800	  	[*CTR] pounds	  	Detail Specification:	  	 D019A001AAL38P-2 (as may be subsequently amended)

					
	Engine Model/Thrust:	 	CFM56-7B24	  	[*CTR] pounds	  	 Airframe Price Base Year/Escalation Formula:
	  	[*CTR]
				
	Airframe Price:	  	[*CTR]	  	Engine Price Base Year/Escalation Formula:	  	
				
	Optional Features:	  	[*CTR]	  		  	
		 		  	  
	  		  		  	
				
	Sub-Total of Airframe and Features:	  	[*CTR]	  	Airframe Escalation Data:	  	
				
	Engine Price (Per Aircraft):	  	[*CTR]	  	Base Year Index (ECI):	  	[*CTR]
				
	Aircraft Basic Price (Excluding BFE/SPE):	  	[*CTR]	  	Base Year Index (CPI):	  	[*CTR]
		 		  	  
	  		  		  	
					
	Buyer Furnished Equipment (BFE) Estimate:	  	[*CTR]	  		  		  	
					
	Seller Purchased Equipment (SPE) Estimate:	  	[*CTR]	  		  		  	
					
	Deposit per Aircraft:	  	[*CTR]	  		  		  	

  

																	
	 Delivery

Date
	 	 Number of

Aircraft
	 	 Escalation
Factor
(Airframe)
	 	 Aircraft Serial
Number
	 	
Escalation Estimate
Adv Payment Base
Price Per A/P
	 	 Advance Payment Per Aircraft (Amts. Due/Mos. Prior
to Delivery):

	 	 	 	 	 	 [*CTR]

[*CTR]
	 	 [*CTR]

[*CTR]
	 	 [*CTR]

[*CTR]
	 	 Total

[*CTR]

	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]

 [*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
 Boeing Proprietary 

  

					
		  	SA-38	  	Page 1










 Table 1F To Purchase Agreement No. 1977 

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft 

 


																	
	 Delivery

Date
	 	 Number of

Aircraft
	 	 Escalation
Factor
(Airframe)
	 	 Aircraft Serial
Number
	 	
Escalation Estimate
Adv Payment Base
Price Per A/P
	 	 Advance Payment Per Aircraft (Amts. Due/Mos. Prior
to Delivery):

	 	 	 	 	 	 [*CTR]

[*CTR]
	 	 [*CTR]

[*CTR]
	 	 [*CTR]

[*CTR]
	 	 Total

[*CTR]

	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]

  

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

 

 Boeing Proprietary 


  

					
		  	SA-38	  	Page 2










 Table 1F To Purchase Agreement No. 1977 

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft 

 


																	
	 Delivery

Date
	 	 Number of

Aircraft
	 	 Escalation
Factor
(Airframe)
	 	 Aircraft Serial
Number
	 	
Escalation Estimate
Adv Payment Base
Price Per A/P
	 	 Advance Payment Per Aircraft (Amts. Due/Mos. Prior
to Delivery):

	 	 	 	 	 	 [*CTR]

[*CTR]
	 	 [*CTR]

[*CTR]
	 	 [*CTR]

[*CTR]
	 	 Total

[*CTR]

	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]


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


 Boeing Proprietary 


  

					
		  	SA-38	  	Page 3










 Table 1F To Purchase Agreement No. 1977 

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft 

 


																	
	 Delivery

Date
	 	 Number of

Aircraft
	 	 Escalation
Factor
(Airframe)
	 	 Aircraft Serial
Number
	 	
Escalation Estimate
Adv Payment Base
Price Per A/P
	 	 Advance Payment Per Aircraft (Amts. Due/Mos. Prior
to Delivery):

	 	 	 	 	 	 [*CTR]

[*CTR]
	 	 [*CTR]

[*CTR]
	 	 [*CTR]

[*CTR]
	 	 Total

[*CTR]

	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]


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


 Boeing Proprietary 


  

					
		  	SA-38	  	Page 4










 Table 1F To Purchase Agreement No. 1977 

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft 

 


																	
	 Delivery

Date
	 	 Number of

Aircraft
	 	 Escalation
Factor
(Airframe)
	 	 Aircraft Serial
Number
	 	
Escalation Estimate
Adv Payment Base
Price Per A/P
	 	 Advance Payment Per Aircraft (Amts. Due/Mos. Prior
to Delivery):

	 	 	 	 	 	 [*CTR]

[*CTR]
	 	 [*CTR]

[*CTR]
	 	 [*CTR]

[*CTR]
	 	 Total

[*CTR]

	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
	[*CTR]	 	1	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]	 	[*CTR]
									
	  Total:	 	[*CTR]	 		 		 		 		 		 		 	

 [*CTR] 

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


 Boeing Proprietary 


  

					
		  	SA-38	  	Page 5