Supplemental Agreement No. 31 to Purchase Agreement No. 1977 between The Boeing Company and American Airlines, Inc. Relating to Boeing Model 737-800 Aircraft
Exhibit
10.3
Supplemental
Agreement No. 31
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 15, 2008, (Supplemental Agreement Number 31) 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 (the Purchase Agreement). Capitalized terms used herein
without definitions shall have the meanings specified therefore in such Purchase
Agreement;
WHEREAS,
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, the treatment of aircraft Purchase Rights;
WHEREAS,
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];
WHEREAS,
pursuant to Letter Agreement No. 6-1162-LAJ-936 titled Special Matters for Model
737, 757, 767 and 777 Aircraft (“Special Matters Letter”), 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];
P.A.
No. 1977
SA-31
AAL
BOEING
PROPRIETARY
WHEREAS,
Customer and Boeing desire to amend the Purchase Agreement to reflect the
following:
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1)
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]; and
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2)
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]; and
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3)
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]; and
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4)
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]; and
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NOW
THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree to amend the Purchase Agreement as follows:
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1.
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The
table of contents is removed in its entirety and replaced with the new
table of contents, attached hereto, to add [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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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
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3.
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Upon
execution of Supplemental Agreement No. 31[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT], and as Supplemental Agreement No. 31
succeeds Supplemental Agreement No. 30, with regard to the matters set
forth herein, [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL
TREATMENT].
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P.A.
No. 1977
SA-31
AAL
BOEING
PROPRIETARY
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, 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:
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Its:
Attorney-In-Fact
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Its: VP Corporate
Development and Treasurer
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P.A.
No. 1977
SA-31
AAL
BOEING
PROPRIETARY
TABLE OF
CONTENTS
SA
ARTICLES NUMBER
1. Quantity,
Model and
Description SA21
2. Delivery
Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
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1
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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SA29
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1A
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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SA30
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1B
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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SA30
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1C
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[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
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SA30
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EXHIBITS
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A.
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Aircraft
Configuration
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A1 Aircraft
Configuration SA28
B. Aircraft
Delivery Requirements and Responsibilities
C. Defined
Terms
SUPPLEMENTAL
EXHIBITS
AE1 Escalation
Adjustment Airframe and Optional FeaturesSA20
BFE1 BFE
VariablesSA30
CS1 Customer Support
Variables
SLP1 Service
Life Policy Components
EE1 Engine Escalation, Engine
Warranty and Patent Indemnity
PA No.
1977
SA31
LETTER
AGREEMENTS
6-1162-AKP-070 Miscellaneous
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-075 Aircraft
Purchase Rights and Substitution Rights
- Attachment A
- Attachment B SA30
- Attachment C SA30
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
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
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]
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]SA28
6-1162-CLO-1038 Advance
Payments and Permitted
Transactions SA31
PA No.
1977
SA31
6-1162-CLO-1038
American
Airlines, Inc.
X.X. Xxx
000000
Xxxxxx-Xxxx
Xxxxx Xxxxxxx, Xxxxx 00000-0000
Subject: Advance
Payments and Permitted Transactions
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Reference:
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Purchase
Agreement No. 1977 (the Purchase Agreement) between The Boeing Company
(Boeing) and American Airlines, Inc. (Customer) relating to
Model 737-823 aircraft (the
Aircraft)
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This
Letter Agreement amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.
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1.
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Advance Payments for
Aircraft.
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Notwithstanding
Article 4.2 and Tables 1A, 1B, and 1C of the Purchase Agreement, which set forth
Boeing’s standard [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]), Boeing and Customer agree that the [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT], is hereby amended as follows:
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1.1
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
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1.2
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]:
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1.2.1
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]h.
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1.2.2
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
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1.2.3
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
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1.3
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
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1.4
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
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2. Permitted
Transactions
[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]:
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(i)
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT];
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(ii)
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT];
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(iii)
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT];
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(iv)
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[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]; and
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(v)
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[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].
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
For
avoidance of doubt, nothing within this Letter Agreement is intended to, nor
shall it, derogate the rights and obligations of Boeing and Customer with regard
to the financing of aircraft at or following delivery in accordance with Article
9.2 of the AGTA.
3. Attachments
Attached
to this Letter Agreement are advance payment status reports for [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]. For each month, the advance payment status report
shows the amount paid on each firm Aircraft including the affect of the
reallocations set forth in Paragraphs 1.2.1, 1.2.2, and 1.2.3 as of that
month.
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
4. Confidential
Treatment.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
Very
truly yours,
THE
BOEING COMPANY
By
Its Attorney-In-Fact
ACCEPTED
AND AGREED TO this
Date:
,
2008
AMERICAN
AIRLINES, INC.
By
Its
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
Attachment
A to Letter Agreement 6-1162-CLO-1038
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
P.A. No.
1977
Advance
Payments and Permitted Transactions
BOEING
PROPRIETARY
