Supplemental Agreement No. 26 to Purchase Agreement No. 1980 between The Boeing Company and AMERICAN AIRLINES, INC Relating to Boeing Model 777 Aircraft
Exhibit 10.2
Supplemental Agreement No. 26
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 day of September 2011, (SA-26) 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 (capitalized terms used herein without definition shall have the meanings specified therefor in such Purchase Agreement) relating to Boeing Model 777 aircraft (the Purchase Agreement); and
WHEREAS, Customer has provided notice to substitute a 777-323ER Aircraft in lieu of the 777-223ER Aircraft scheduled for delivery in [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: |
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-26” legend, is substituted in lieu thereof to reflect the changes made by this SA-26.
| 2. | Table 1: |
Table 1 entitled Aircraft Delivery, Description, Price and Advance Payments is deleted in its entirety and a revised Table 1, attached hereto, is substituted in lieu thereof to remove the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 777-223ER Aircraft as it is being substituted to a 777-323ER Aircraft.
| P.A. No. 1980 | i | SA-26 |
BOEING PROPRIETARY
| 3. | Table 1-7: |
Table 1-7 entitled 777-323ER Substitute Aircraft Delivery, Description, Price and Advance Payments is deleted in its entirety and a revised Table 1-7, attached hereto, is substituted in lieu thereof to set forth the 777-323ER Aircraft with delivery scheduled for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| 4. | Supplemental Exhibit BFE1-2: |
Supplemental Exhibit BFE1-2 entitled Buyer Furnished Equipment Variables relating to Boeing Model 777-323ER Aircraft is deleted in its entirety and a revised BFE1-2, attached hereto, is substituted in lieu thereof to set forth the preliminary BFE [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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 to this Supplemental Agreement No. 26, the terms of the exhibits will control.
EXECUTED IN DUPLICATE as of the day and year first above written.
| THE BOEING COMPANY | AMERICAN AIRLINES, INC. | |||||||
| By: |
|
By: |
| |||||
| Name: | Xxxxxx Xxxxx |
Name: |
| |||||
| Its: | Attorney-In-Fact |
Its: |
| |||||
| P.A. No. 1980 | ii | SA-26 |
BOEING PROPRIETARY
TABLE OF CONTENTS
| ARTICLES |
PAGE & SA | |||
| 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: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
Original Purchase Agreement, XX-0, XX-00, XX-00 & XX-00 | ||
| 0-0. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-1 | ||
| 1-2. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-2 & SA-6 | ||
| P.A. No. 1980 | SA-26 | |||
| Table of Contents, Page i | BOEING PROPRIETARY |
| 1-3. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
XX-0, XX-0, XX-0, XX-0 & SA-9 | ||
| 1-4. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
XX-0, XX-0 & XX-0 | ||
| 0-0. |
777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
XX-00, XX-00, XX-00 & XX-00 | ||
| P.A. No. 1980 | SA-26 | |||
| Table of Contents, Page ii | BOEING PROPRIETARY |
| 1-6. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-13 | ||
| 1-7. |
777-323ER Substitute Aircraft |
SA-25 & SA-26 | ||
| TABLE |
SA NUMBER | |||
| 2. |
777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-15 & SA-16 | ||
| P.A. No. 1980 | SA-26 | |||
| Table of Contents, Page iii | BOEING PROPRIETARY |
| 3. |
777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Jul. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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 |
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| BFE1-2. |
BFE Variables - 777-323ER | SA-25 & SA-26 | ||
| CS1. |
Customer Support Variables |
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| 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 | ||
| P.A. No. 1980 | SA-26 | |||
| Table of Contents, Page iv | BOEING PROPRIETARY |
| LETTER AGREEMENTS |
PA or SA | |||
| 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 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-20 | ||
| 6-1162-AKP-073R1 |
Accident Claims and Litigation |
PA3219 | ||
| 6-1162-AKP-109R3 |
Business Considerations |
XX-00 | ||
| 0-0000-XXX-000X0 |
Xxxxxxxx Xxxxxxxx Rights and Substitution Rights |
SA-20 | ||
| Attachment A |
Description and Price for Eligible Models |
SA-20 | ||
| Attachment B |
Information Regarding MADP Rights |
SA-25 | ||
| Attachment C |
Information Regarding QADP Rights |
SA-25 | ||
| 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 |
XX-00 | ||
| XXX-XX-0000-XX-00000X0 |
Aircraft Performance Guarantees – 777-323ER |
XX-00 | ||
| 0-0000-XXX-000 |
Xxxxxx Matters |
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| 6-1162-AKP-113 |
Model 777 Miscellaneous Commitments |
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| 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 |
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| 6-1162-AKP-116 |
Price Adjustment on Rolls-Royce Engines |
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| 6-1162-AKP-117 |
Delivery Schedule |
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| 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 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-21 | ||
| AAL-PA-1980-LA-1003344 |
Open Configuration Matters -777-323ER |
XX-00 | ||
| XXX-XX-0000-XX-0000000 |
Xxxxxxxxxxx Guarantees for Rights Aircraft |
XX-00 | ||
| XXX-XX-0000-XX-0000000 |
Xxxxxxx Payments and Permitted Transactions |
SA-25 |
| P.A. No. 1980 | SA-26 | |||
| Table of Contents, Page v | BOEING PROPRIETARY |
Table 1 to Purchase Agreement No. 1980
Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| AAL - SA26 | Boeing Proprietary | Page 1 |
Table 1-7
777-323ER Substitute Aircraft
Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| AAL-PA-01980 | ||||
| SA-20 APR 55725 | ||||
| XX-00, XX-00, XX-00, XX 25 APR 56305 | Boeing Proprietary | SA-26 | ||
| SA-26 APR 58150 | Page 1 |
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
American Airlines, Inc.
Supplemental Exhibit BFE1-2
to Purchase Agreement Number 1980
| P.A. No. 1980 | BFE1-2 | SA-26 | ||
| Page 1 |
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 777-323ER AIRCRAFT
This Supplemental Exhibit BFE1-2 contains supplier selection dates, on-dock dates and other requirements applicable to the Model 777-323ER aircraft (Aircraft).
| 1. | Supplier Selection. |
Customer will:
Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
N/A | |
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[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | |
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| P.A. No. 1980 | BFE1-2 | SA-26 | ||
| Page 2 |
BOEING PROPRIETARY
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| *** | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
| 2. | On-dock Dates and Other Information. |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| P.A. No. 1980 | BFE1-2 | SA-26 | ||
| Page 3 |
BOEING PROPRIETARY
| Item |
Preliminary On-Dock Dates | |||
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2012 Aircraft |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2012 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 |
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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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| Item |
Preliminary On-Dock Dates | |||
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 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 |
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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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| P.A. No. 1980 | BFE1-2 | SA-26 | ||
| Page 4 |
BOEING PROPRIETARY
| Item |
Preliminary On-Dock Dates | |||
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 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 |
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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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| Item |
Preliminary On-Dock Dates | |||
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 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 |
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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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| P.A. No. 1980 | BFE1-2 | SA-26 | ||
| Page 5 |
BOEING PROPRIETARY
| Item |
Preliminary On-Dock Dates | |||
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft | |||
| Seats |
[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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| 3. | Additional Delivery Requirements - Import. |
[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]
| P.A. No. 1980 | BFE1-2 | SA-26 | ||
| Page 6 |
BOEING PROPRIETARY
