Supplemental Agreement No. 30

Exhibit 10.2

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 , 0000, (XX‑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	Page 2 SA‑30

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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


P.A. No. 1980	Page 3 SA‑30

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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	XX-00, XX-00, XX-00


P.A. No. 1980	Table of Contents, Page i SA-30

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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			XX-00, XX-00, XX-00
XX0.	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	Table of Contents, Page ii SA-30

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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	XX-00
XXX-XX-0000-XX-00000X0		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	XX-00
XXX-XX-0000-XX-0000000		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	XX-00
XXX XX 0000-XX-0000000		[*CTR] for Undelivered Aircraft	XX-00
XXX-XX-0000-XX-0000000		Xxxxxxxx Flexibility for [*CTR] Purchase Rights	SA-30


P.A. No. 1980	Table of Contents, Page iii SA-30

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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]

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PA No. 0000 XX-00

Xxxxxxxxxx X 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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