PURCHASEAGREEMENT No. 1977 SUPPLEMENT No. 20

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 (the “Rights Letter”), Boeing and Customer have agreed to, among other things, treatment of aircraft Purchase Rights.

C.  

Pursuant to Letter Agreement No. 6-1162-LAJ-936, Boeing and Customer have agreed to, among other things, treatment of acceleration of Deferred Aircraft.

D.  

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].

E.  

Customer and Boeing desire to amend and supplement the Purchase Agreement as provided below.

1.  

Amendment to Reflect Customer’s [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

1.1.  

The Purchase Agreement is amended and supplemented to reflect the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

1.2.  

Pursuant to Section 6 of SA 19, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

2.  

Table of Contents.  The Table of Contents dated October 1997 is replaced in its entirety with the revised Table of Contents dated August 2007 (Attachment A hereto) to reflect amendments made to the Purchase Agreement by this Agreement.

3.  

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

3.1.  

Table 1 to the Purchase Agreement is hereby replaced in its entirety with the revised Table 1(R1) attached hereto and hereby made a part of the Purchase Agreement. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  In addition, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

3.2.  

In recognition of the fact the configuration of Customer’s Model 737-823 Aircraft is in the process of being updated, the previously selected Optional Features that were selected during initial configuration for the Deferred Aircraft will be incorporated in Table 1(R1) as a placeholder until Customer selects Optional Features or other desired amendments to the Detail Specification (”Configuration Changes”). The effects of all Configuration Changes, which are mutually agreed upon between Boeing and Customer for incorporation into the Detail Specification, will be incorporated into Exhibit A by written amendment no later than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

4.  

MADP and QADP Rights.  Pursuant to SA 19, Attachment B and Attachment C to the Rights Letter are hereby replaced in its entirety with the revised Attachment B (R1) and Attachment C (R1) attached hereto and hereby made part of the Purchase Agreement. The revised number of certain Customer MADP rights and QADP rights pursuant to this Agreement are reflected in the attached Attachment B (R1) and Attachment C (R1) hereto.

5.  

Supplement Exhibit BFE1. Supplement Exhibit BFE1 (R1) is hereby replaced in its entirety with the updated on-dock dates for all contracted firm Aircraft thru December 2013, (Attachment D hereto).

6.  

 

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].

7.  

Advance Payment Application and Advance Payments for Aircraft.   Schedule 1 to SA 19 (the Advance Payment Schedule) is hereby replaced in its entirety with the revised Schedule 1(R1) attached hereto and hereby made part of the Purchase Agreement. The revised Schedule 1(R1) reflecting the Advance Payments (“the Paid Advance Payments”) applied to the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to this Agreement are reflected in the attached Schedule 1(R1).

8.  

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.

AMERICAN AIRLINES, INC.

 

 

 

By /s/ Beverly Goulet                                       

ItsVP Corporate Development and Treasurer

 

THE BOEING COMPANY

 

 

 

By/s/ Thomas R. Winter                             

Its    Attorney-In-Fact                                                                

 

Attachments:

 

Attachment A, Table of Contents (R1) to Purchase Agreement No. 1977

 

Table 1(R1) to Purchase Agreement No. 1977, 737-800 Aircraft Delivery, Description, Price and Advance Payments

 

Schedule 1(R1) to Table 1(R1) to Purchase Agreement No. 1977, 737-823 Advance Payment Schedule

 

Attachment B (R1) to Letter Agreement 6-1162-AKP-075, Aircraft Purchase Rights and Substitution Rights

 

Attachment C (R1) to Letter Agreement 6-1162-AKP-075, Aircraft Purchase Rights and Substitution Rights

 

Supplement Exhibit BFE1 (R1) to Purchase Agreement No. 1977, 737-823 BFE Variables

 

Supplemental Exhibit AE1 to Purchase Agreement No. 1977, 737-823 Escalation Adjustment Airframe and Optional Features

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Developmental seats

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In seat video

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G4C/G4D galleys

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

3.  

Additional Delivery Requirements