PURCHASE AGREEMENT No. 1977 SUPPLEMENT No. 27
Exhibit
10.2
PURCHASE
AGREEMENT No. 1977 SUPPLEMENT No. 27
PURCHASE AGREEMENT No. 1977 SUPPLEMENT
No. 27 (this “Agreement”) dated May ____, 2008 between
The Boeing Company (“Boeing”) and American Airlines, Inc.
(“Customer”).
R E C I T A L S:
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A.
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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).
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B.
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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.
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C.
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Customer
and Boeing desire to amend and supplement the Purchase Agreement as
provided below.
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In
consideration of the foregoing premises and other good and sufficient
consideration, Boeing and Customer hereby agree as follows:
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1.
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Amendment
to Reflect Customer’s Exercise of MADP
Rights.
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1.1.
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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]
(“Exercised MADP Aircraft”).
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1.2.
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The
Scheduled Delivery Month and Advanced Payment Schedule for the aircraft is
set forth in Table 1A (R6), attached
hereto.
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1.3. 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 1A(R6) 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].
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2.
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Table
of Contents. The Table of
Contents dated April 2008 is replaced in its entirety with the revised
Table of Contents dated May 2008 (Attachment A hereto) to reflect
amendments made to the Purchase Agreement by this
Agreement.
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3.
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MADP
Rights. Pursuant to SA 26, Attachment B (R7) to the
Rights Letter is hereby replaced in its entirety with the revised
Attachment B (R8) attached hereto and hereby incorporated into the
Purchase Agreement. The revised number of certain Customer MADP rights
pursuant to this Agreement are reflected in the attached Attachment B (R8)
hereto.
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4.
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Supplement
Exhibit BFE1. Supplement Exhibit
BFE1 (R7) is hereby replaced in its entirety with the revised Supplement
Exhibit BFE1 (R8) 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 (R8).
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5.
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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].
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6.
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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.
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IN
WITNESS WHEREOF, Boeing and Customer have each caused this
Agreement
to be
duly executed as of the day and year first above written.
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AMERICAN
AIRLINES, INC.
By
Its
VP Corporate Development
and Treasurer
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THE
BOEING COMPANY
By
Its Attorney-In-Fact
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Attachments:
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Attachment
A, Table of Contents (R8) to Purchase Agreement No.
1977
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Table
1A (R6) to Purchase Agreement No. 1977, 737-800 Exercised Option Delivery,
Description, Price and Advance
Payments
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Attachment
B (R8) to Letter Agreement 6-1162-AKP-075, Aircraft Purchase Rights and
Substitution Rights
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Supplement
Exhibit BFE1 (R8) to Purchase Agreement No. 1977, 737-823 BFE
Variables
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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 (R6) Option
Aircraft Delivery, Description, Price
and SA27
Advance Payments
EXHIBITS
A. Aircraft
Configuration
B. Aircraft
Delivery Requirements and Responsibilities
C. Defined
Terms
SUPPLEMENTAL
EXHIBITS
AE1 Escalation
Adjustment Airframe and Optional Features SA20
BFE1(R8) BFE
VariablesSA27
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(R8) SA27
- 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]
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] prior
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]
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Aircraft
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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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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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Cargo
Systems
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Provision
Kits
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Winglets
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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]
|
Aircraft
|
Aircraft
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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]
Seats
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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Cargo
Systems
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Provision
Kits
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Winglets
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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]
|
Aircraft
|
Aircraft
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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]
Seats
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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Cargo
Systems
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Provision
Kits
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Winglets
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Item Preliminary On-Dock
Dates
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Aircraft
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Aircraft
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Seats
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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Cargo
Systems
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Provision
Kits
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Winglets
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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]
|
Aircraft
|
Aircraft
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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]
Seats
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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Cargo
Systems
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Provision
Kits
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Winglets
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Item Preliminary On-Dock
Dates
|
Aircraft
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Aircraft
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Seats
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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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
|
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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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|
Galleys/Furnishings
|
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|
Antennas
& Mounting Equipment
|
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|
Avionics
|
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|
Cabin
Systems Equipment
|
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|
Miscellaneous
Emergency Equipment
|
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|
Textiles/Raw
Material
|
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Cargo
Systems
|
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|
Provision
Kits
|
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Winglets
|
Item Preliminary On-Dock
Dates
|
Aircraft
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Aircraft
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Seats
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Galleys/Furnishings
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||
|
Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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||
|
Miscellaneous
Emergency Equipment
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|
Textiles/Raw
Material
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Cargo
Systems
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||
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Provision
Kits
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Winglets
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Item Preliminary On-Dock
Dates
|
Aircraft
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Aircraft
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Seats
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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|
Cargo
Systems
|
||
|
Provision
Kits
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||
|
Winglets
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Item Preliminary On-Dock
Dates
|
Aircraft
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Aircraft
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Seats
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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Textiles/Raw
Material
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Cargo
Systems
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Provision
Kits
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Winglets
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Item Preliminary On-Dock
Dates
|
Aircraft
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Aircraft
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Seats
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Galleys/Furnishings
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Antennas
& Mounting Equipment
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Avionics
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Cabin
Systems Equipment
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Miscellaneous
Emergency Equipment
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|
Textiles/Raw
Material
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|
Cargo
Systems
|
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|
Provision
Kits
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|
Winglets
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Item Preliminary On-Dock
Dates
|
Aircraft
|
Aircraft
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Seats
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Galleys/Furnishings
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|
Antennas
& Mounting Equipment
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|
Avionics
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|
Cabin
Systems Equipment
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|
Miscellaneous
Emergency Equipment
|
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|
Textiles/Raw
Material
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|
Cargo
Systems
|
||
|
Provision
Kits
|
||
|
Winglets
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
Item Preliminary On-Dock
Dates
|
Aircraft
|
|
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Seats
|
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|
Galleys/Furnishings
|
|
|
Antennas
& Mounting Equipment
|
|
|
Avionics
|
|
|
Cabin
Systems Equipment
|
|
|
Miscellaneous
Emergency Equipment
|
|
|
Textiles/Raw
Material
|
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|
Cargo
Systems
|
|
|
Provision
Kits
|
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Winglets
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3.
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Additional
Delivery Requirements
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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.
Table
1A (R6) to Purchase Agreement No. 1977
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
