Supplemental Agreement No. 30



Exhibit 10.2
to
Purchase Agreement No. 1980
between
The Boeing Company
and
American airlines, inc
Relating to Boeing Model 777 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into this 29th___ day of     June        , ▇▇▇▇, (▇▇‑30) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (Boeing) and American Airlines, Inc. (Customer);
RECITALS:
WHEREAS, Boeing and Customer entered into Purchase Agreement No. 1980 dated as of October 31, 1997, as amended and supplemented relating to Boeing Model 777 aircraft (the Purchase Agreement) (capitalized terms used herein without definition shall have the meanings specified therefore in such Purchase Agreement);
WHEREAS, Customer and Boeing mutually desire:
a)to convert one MADP Right (Former MADP Right) into a QADP Right (New QADP Right):
Prior to SA-30
Pursuant to SA-30
[*CTR]
[*CTR] quarter of [*CTR]
b)to revise the exercise date for two [*CTR] quarter [*CTR] delivery QADP Rights (Two Revised Exercise Date QADP Rights) as follows:
Prior to SA-30
Pursuant to SA-30
[*CTR]
[*CTR]
WHEREAS, Customer and Boeing mutually desire to eliminate future offerability of [*CTR] for the Aircraft (understood to be Boeing Model 777-223ER

P.A. No. 1980                    Page 1                        SA‑30
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aircraft and Boeing Model 777-323ER aircraft to be hereafter delivered to Customer); and
WHEREAS, Customer and Boeing mutually desire to provide certain flexibility for five (5) [*CTR] Purchase Rights.
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‑30” legend, is substituted in lieu thereof to reflect the changes made by this SA‑30.
2.
Revision of Attachments B and C to Letter Agreement No. 6-1162-AKP-110R3:
1.Attachment B entitled “Information Regarding MADP Rights to Letter Agreement No. 6-1162-AKP-110R3” is deleted in its entirety and a revised Attachment B (Revised Attachment B), attached hereto, is substituted in lieu thereof to eliminate the Former MADP Right from Revised Attachment B; and
2.Attachment C entitled “Information Regarding QADP Rights to Letter Agreement No. 6-1162-AKP-110R3” is deleted in its entirety and a revised Attachment C (Revised Attachment C), attached hereto, is substituted in lieu thereof to:
1.incorporate the conversion of the Former MADP Right into the New QADP Right with the Exercise Date as specified in Revised Attachment C; and
2.incorporate the revision of the Exercise Date for the Two Revised Exercise Date QADP Rights as specified in Revised Attachment C.    
3.New Letter Agreements:
1.Boeing and Customer mutually agree to incorporate Letter Agreement AAL‑PA‑1980-LA-1207588, entitled “[*CTR] for Undelivered Aircraft” providing the terms and conditions that eliminate future offerability of [*CTR] for the Aircraft specified therein (understood to be Boeing Model 777-223ER aircraft and Boeing Model 777-323ER aircraft to be hereafter delivered to Customer).
2.Boeing and Customer mutually agree to incorporate Letter Agreement AAL-PA-1980-LA-1208920, entitled “Delivery Flexibility for [*CTR] Purchase Rights” providing the terms and conditions for a Slide (as defined in such letter agreement) of any of the five (5) [*CTR] Purchase Rights specified therein.
4.Customer Chapter 11:


P.A. No. 1980
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Boeing acknowledges that Customer is a debtor in possession under chapter 11 of title 11 of the United States Code (the Bankruptcy Code) in the cases styled “In re AMR Corporation, et al.” pending in the United States Bankruptcy Court for the Southern District of New York, case no. 11-15643 (SHL) (Jointly Administered). Customer believes that it has all requisite authority to enter into this Supplemental Agreement No. 30. The parties agree that this Supplemental Agreement No. 30 does not constitute an assumption, rejection, or assumption and assignment of the Purchase Agreement or cause the Purchase Agreement as a whole to become a new post-petition agreement and that entry into this Supplemental Agreement No. 30 shall not affect any rights of Customer or Boeing under the Bankruptcy Code.
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.     
Name: The Boeing Company         Name: American Airlines, Inc.      
Its: Attorney‑In‑Fact          Its: VP Corporate Development and Treasurer

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TABLE OF CONTENTS
ARTICLES
PAGE & SA
NUMBER
1.
Quantity, Model and Description
1, SA-20
2.
Delivery Schedule
1, SA-20
3.
Price
1, SA-20
4.
Payment
2, SA-20
5.
Miscellaneous
2, SA-20
TABLE
 
SA NUMBER
1.
777‑200ER Aircraft Information Table: [*CTR]
Jul. [*CTR] Airframe Base Year
Jul. [*CTR] Engine Base Year
Original Purchase Agreement, SA‑3, SA‑17, SA‑18 & SA-26
1‑1.
777‑200IGW Aircraft Information Table: 1999 Deliveries
Jul. 1995 Airframe & Engine Base Year
SA‑1
1‑2.
777‑200IGW Aircraft Information Table: 2000‑2001 Deliveries
Jul. 1995 Airframe & Engine Base Year
SA‑2 & SA‑6
1‑3.
777‑200IGW Aircraft Information Table: 2000‑2001 Deliveries
Jul. 1995 Airframe Base Year
Jul. 1997 Engine Base Year
SA‑4, SA‑5, SA‑6, SA‑7 & SA‑9
1‑4.
777‑200IGW Aircraft Information Table: 2000‑2001 Deliveries
Jul. 1995 Airframe Base Year
Jul. 1998 Engine Base Year
SA‑5, SA‑6 & SA‑9
1‑5.
777‑223IGW Aircraft Information Table: 2001‑2002 Deliveries
Jul. 1995 Airframe Base Year
Jul. 1999 Engine Base Year
SA‑10, SA‑11, SA‑12 & SA‑15
1‑6.
777‑200IGW Aircraft Information Table: 2003 Deliveries
Jul. 1995 Airframe Base Year
Jul. 1995 Engine Base Year
SA‑13
1-7.
777-323ER Aircraft
Jul. [*CTR] Base Year
▇▇-▇▇, ▇▇-▇▇, ▇▇-▇▇
 
 
 

P.A. No. 1980
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TABLE OF CONTENTS, continued
 
TABLE
 
SA NUMBER
2.
777‑223IGW Aircraft Information Table: 2009‑2010 Deliveries
Jul. 1995 Airframe Base Year
Jul. 2001 Engine Base Year
SA‑15 & SA‑16
3.
777‑223IGW Aircraft Information Table: 2006‑2010 Deliveries
Jul. 1995 Airframe Base Year [*CTR]
Jul. 2001 Engine Base Year
SA‑15 & SA‑16
EXHIBIT
 
SA NUMBER
 
A.
Aircraft Configuration
 
 
A1.
Aircraft Configuration - 777-323ER
SA-20
 
B.
Aircraft Delivery Requirements and Responsibilities
SA-20
 
C.
Defined Terms
SA-20
 
SUPPLEMENTAL EXHIBITS
SA NUMBER
 
AE1.
Escalation Adjustment Airframe and Optional Features - 777-323ER
SA-20
 
BFE1.
BFE Variables
 
 
BFE1-2.
BFE Variables - 777-323ER
▇▇-▇▇, ▇▇-▇▇, ▇▇-▇▇
 
▇▇▇.
Customer Support Variables
 
 
CS1-2
Customer Support Variables - 777-323ER
SA-20
 
SLP1
Service Life Policy Components
 
 
EE1‑BR1.
Engine Escalation and Engine Warranty
SA‑15
 
EE1-2.
Engine Escalation, Engine Warranty and Patent Indemnity - 777-323ER
SA-20
 
LETTER AGREEMENTS
 
PA or SA NUMBER
 
6‑1162‑AKP‑070
Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft
 
 
6‑1162‑AKP‑071R1
Purchase Obligations
PA3219
 
6‑1162‑AKP‑072R3
[*CTR]
SA-20
 

P.A. No. 1980
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TABLE OF CONTENTS, continued
 
LETTER AGREEMENTS
 
PA or SA NUMBER
 
6‑1162‑AKP‑073R1
Accident Claims and Litigation
PA3219
 
`6‑1162‑AKP‑109R3
Business Considerations
SA-20
 
6‑1162‑AKP‑110R3
Aircraft Purchase Rights and Substitution Rights
SA-20
 
    Attachment A
Description and Price for Eligible Models
SA-20
 
    Attachment B
Information Regarding MADP Rights
SA-30
 
    Attachment C
Information Regarding QADP Rights
SA-30
 
    Attachment D
Forms of Purchase Agreement Supplement
SA-20
 
    Attachment E
Letter Agreements
SA-20
 
    Attachment F
Information regarding MADP and QADP Rights if no 787s are reconfirmed
SA-20
 
6‑1162‑AKP‑111
Aircraft Performance Guarantees
 
 
AAL-PA-1980-LA-1003346
Aircraft Performance Guarantees - 777-323ER
▇▇-▇▇
 
▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇
Aircraft Performance Guarantees - 777-323ER
SA-28
 
6‑1162‑AKP‑112
Spares Matters
 
 
6‑1162‑AKP‑113
Model 777 Miscellaneous Commitments
 
 
6‑1162‑AKP‑114R1
Installation of Cabin Systems Equipment
SA-22
 
AAL-PA-1980-LA-1003493
Installation of Cabin Systems Equipment - 777‑323ER
SA-20
 
6‑1162‑AKP‑115
Component and System Reliability Commitments
 
 
6‑1162‑AKP‑116
Price Adjustment on Rolls‑Royce Engines
 
 
6‑1162‑AKP‑117
Delivery Schedule
 
 
6‑1162‑AKP‑118R2
Confidentiality
SA-20
 
6‑1162‑AKP‑204
Multiple Operating Weight Program Model 777‑200IGW Aircraft
SA-6
 
AAL-PA-1980-LA-1003536R1
Multiple Operating Weight Program, Model 777-323ER Aircraft
▇▇-▇▇
 
▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇
Open Configuration Matters -777-323ER
▇▇-▇▇
 
▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ Guarantees for Rights Aircraft
▇▇-▇▇
 
▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Payments and Permitted Transactions
▇▇-▇▇
 
▇▇▇ ▇▇ ▇▇▇▇-▇▇-▇▇▇▇▇▇▇
[*CTR] for Undelivered Aircraft
▇▇-▇▇
 
▇▇▇-▇▇-▇▇▇▇-▇▇-▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Flexibility for [*CTR] Purchase Rights
SA-30
 

P.A. No. 1980
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BOEING PROPRIETARY
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Attachment B to Letter Agreement 6-1162-AKP-110R3 (Model 777)
Information Regarding MADP Rights

MSN
Exercise Date
Delivery Month/Year
41,665
SA-20
[*CTR]
31,546
SA-22
[*CTR]
31,547
SA-23
[*CTR]
33,125
SA-24
[*CTR]
41,666
SA-25
[*CTR]
67,680
SA-28
[*CTR]
71,938
[*CTR]
[*CTR]
71,939
[*CTR]
[*CTR]
71,940
[*CTR]
[*CTR]
101,794
[*CTR]
[*CTR]
71,942
[*CTR]
[*CTR]
67,655
[*CTR]
[*CTR]
Revision made by SA-30:
Revised Attachment B newly reflects the deletion of Former MADP Right (as designated below by the MSN TBD) due to its conversion to a QADP Right from a MADP Right (the resulting New QADP Right has been added to Revised Attachment C):
TBD
[*CTR]
[*CTR]
[*CTR]= [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
PA No. ▇▇▇▇     ▇▇-▇▇
▇▇▇▇▇▇▇▇▇▇ ▇ to Letter Agreement 6-1162-AKP-110R3                     Page 1 of 1





Attachment C to Letter Agreement 6-1162-AKP-110R3 (Model 777)
Information Regarding QADP Rights

MSN
Exercise Date
Delivery Quarter
 
101,789
9/30/2010
[*CTR]
 
31,543
SA-20
[*CTR]
 
101,790
3/31/2011
[*CTR]
SA-21
41,668
SA-23
[*CTR]
 
31,548
SA-25
[*CTR]
 
41,669
[*CTR]
[*CTR]
SA-27
68,870
[*CTR]
[*CTR]
SA-21
67,660
[*CTR]
[*CTR]
SA-30
101,795
[*CTR]
[*CTR]
SA-30
68,872
[*CTR]
[*CTR]
 
68,870
[*CTR]
[*CTR]
SA-21
68,864
[*CTR]
[*CTR]
 
101,798
[*CTR]
[*CTR]
 
101,801
[*CTR]
[*CTR]
 
101,790
[*CTR]
[*CTR]
SA-29
41,669
[*CTR]
[*CTR]
SA-27
181,031
[*CTR]
[*CTR]
SA-29
TBD
[*CTR]
[*CTR]
SA-30
Revisions made by SA-30 (in bold-face type above):
1)
Revised Attachment C newly reflects the incorporation of New QADP Right (designated by the MSN TBD) due to its conversion to a QADP Right from a MADP Right with the Exercise Date as specified above, and
2)
Revised Attachment C revises the Exercise Date for the Two Revised Exercise Date QADP Rights (designated by MSN 67660 and MSN 101795) as specified above.


PA No. 1980                    SA-30                        Page 1 of 1
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Document Metadata

Filed: July 18th, 2012