Supplemental Agreement No. 12, dated as of May 29, 2019, to Purchase Agreement No. 3219 dated as of October 15, 2008, by and between American Airlines, Inc. and The Boeing Company

THIS SUPPLEMENTAL AGREEMENT No. 12 (SA-12 is made 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. 3219 dated October 15, 2008, relating to Boeing Model 787 aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified in such Purchase Agreement;

WHEREAS, Customer and Boeing have previously executed documents amending the Purchase Agreement to reflect Customer’s acceptance of [****] (Package A), [****] (Package B), [****] (Package C), and [****] (Package D) (Customer’s acceptance of [****] reflected in Package A, Package B, Package C, and Package D mutually agreed to comprise Customer [****] Changes) for [****] aircraft (Customer [****] Aircraft). [****] changes to any [****] Aircraft will be undertaken in the ordinary course of business between Boeing and Customer. With respect to such Customer [****] Changes, Customer and Boeing now agree to replace the existing Exhibit A2(R4) with a revised Exhibit A2(R5) [****];

WHEREAS, Customer and Boeing agree to revise certain tables, exhibits and letter agreements to incorporate agreed upon Customer [****] Changes for the Customer [****] Aircraft; and

NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:

The Table of Contents referencing SA-11 in the footer is deleted in its entirety and is replaced with the new Table of Contents (attached hereto) referencing SA-12 in the footer. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

2.    Tables.

Table 6(R1). Table 6 entitled “787-8 Exercised Aircraft, Aircraft Delivery, Description, Price and Advance Payments” referencing SA-11 in the footer is deleted in its entirety and is replaced with the similarly titled Table 6(R1) (attached hereto) referencing SA-12 in the footer. Table 6 (R1) is hereby incorporated into the Purchase Agreement in replacement of Table 6.

3.    Exhibit.

Exhibit A2(R5). Exhibit A2(R4) entitled “Aircraft Configuration relating to [****] Aircraft,” including the list of optional features thereto, referencing SA-11 in the footer is deleted in its entirety and replaced with Exhibit A2(R5) entitled “Aircraft Configuration relating to [****] Aircraft” (attached hereto) referencing SA-12 in the footer. Exhibit A2(R5) is hereby incorporated into the Purchase Agreement in replacement of Exhibit A2(R4).

4.    Letter Agreements.

5.    Effect on Purchase Agreement.

5.1    Table 6 Reference Clarifications.

5.1.1    The following references in the Purchase Agreement and the associated exhibits, supplemental exhibits, and letter agreements to the Purchase Agreement to “Table 6” is now deemed to refer to “Table 6(R1)”. Specifically, the locations of such references are as follows:

5.2     References in the Purchase Agreement and any supplemental agreements and associated letter agreements to the tables, exhibits, supplemental exhibits and letter agreements listed in the left column of the below table shall be deemed to refer to the corresponding tables, exhibits, supplemental exhibits and letter agreements listed in the right column of the below table.

5.3    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.

6.    Reimbursements of Advance Payments.

Upon execution of this SA-12, Boeing shall [****] by the replacement of Exhibit A2(R4) with Exhibit A2(R5) and the [****] for the 787-8 Aircraft included in Exhibit A2(R5) (the [****]). Such [****] will be accomplished by [****] due by Customer to Boeing [****] is due by Customer to Boeing (which the parties agree [****]). The [****] is [****].

The Detail Specification is Boeing document number[****] (the [****] due to the Detail Specification being [****]). The Detail Specification provides [****] set forth in this Exhibit A. Such Detail Specification is comprised of Boeing 787 Airplane [****] by Customer, including the effects on [****], that are specified herein. [****], Boeing will furnish to Customer copies of the Detail Specification, which copies will [****]. The [****], except such [****].

 

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

Boeing and Customer agree that Customer may substitute the purchase of a Boeing Model 787-8 aircraft in place of any [****], as defined in article 1 below (Substitution Right), subject to the following terms and conditions:

1.    Definitions.

[****], for purposes of this Letter Agreement, has the definition ascribed to such term in Section 1 of Letter Agreement AAL‑PA‑03219‑LA‑1804779 entitled “[****]” (the [****]).

[****] for purposes of this Letter Agreement, means [****].

2.    Customer’s Written Notice.

Customer shall provide written notice to Boeing [****].

Such [****].

3.    Boeing’s [****].

3.1    Customer’s [****]. Within [****], Boeing will provide a [****].

3.2    If Boeing is [****]. Customer will have [****].

3.3    All of Boeing’s [****]; however, such [****].

3.4    If the [****].

4.    [****] Limited Scope Supplemental Agreement.

Upon Customer’s [****], Boeing and Customer will enter into a supplemental agreement with respect to each [****], the scope and purpose of which shall be limited to incorporating the [****] into the Purchase Agreement as an [****] ([****] Limited Scope Supplemental Agreement). The [****] Limited Scope Supplemental Agreement will incorporate the provisions of the Purchase Agreement as modified to reflect the provisions of this Letter Agreement (including, but not limited to, modifications to Attachment A to this Letter Agreement to reflect the addition of [****]). Upon the execution and delivery of a [****] Limited Scope Supplemental Agreement pursuant to this Section 4, the [****] identified in such [****] Limited Scope Supplemental Agreement shall be [****] as defined in the Purchase Agreement and shall for all purposes be governed by the Purchase Agreement.

5.    [****].

5.1    The [****] for the [****] are set forth in Attachment A to this Letter Agreement.

5.2    The [****] for each of [****] shall be [****] in accordance with the terms set forth in [****] as such provisions have been applied to the [****].

5.3    At the time of execution of each [****] Limited Scope Supplemental Agreement, the [****].

5.4    Any [****] made by Customer to Boeing with respect to an applicable [****] Limited Scope Supplemental Agreement relating thereto. If the parties had previously entered into a Limited Scope Supplemental Agreement pursuant to the [****] Limited Scope Supplemental Agreement had been entered into as of the as of the date the applicable Limited Scope Supplemental Agreement as defined in the [****]. If the amount of any [****], then [****]. If the amount of the [****].

5.5    [****].     At the time of [****]:

5.5.1 In [****] is:

[****]        [****]

Each such [****].

5.5.2    Boeing will [****].

6.    Assignment.

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior consent of Boeing.

7.    Confidential Treatment.

The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. Subject to the terms and conditions of Letter Agreement 6-1162-TRW-0673R1 entitled “Confidentiality”, either party may disclose the information contained herein without the consent of the other party when and to the extent required by any law applicable to such party or by a Governmental Authority.