Supplemental Agreement No. 15, dated as of March 16, 2020, 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. 15 (SA-15) 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, Letter Agreement AAL-PA-3219-LA ###-###-#### entitled “[****]” is being entered into in order provide for [****] for the 787-8 Aircraft identified in Table 6 and, if applicable, any [****] (as defined in Letter Agreement AAL-PA-03219-LA-1804779) [****] by Customer where Customer has [****] (as defined in Letter Agreement AAL-PA-03219-LA-1802262); 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-13 in the footer is deleted in its entirety and is replaced with the new Table of Contents (attached hereto) referencing SA-15 in the footer. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

Letter Agreement AAL-PA-3219-LA ###-###-#### entitled “[****]” (attached hereto) referencing SA-15 in its footer, is hereby incorporated into the 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.

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.

For the aircraft set forth on Table 6 and any [****] Aircraft (as defined in Letter Agreement AAL-PA-03219-LA-1804779) [****] by Customer where Customer [****] (as defined in Letter Agreement AAL-PA-03219-LA-1802262) (collectively, Aircraft), Boeing agrees to provide Customer with the [****] in Attachment A. [****].

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.

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.

By: /s/ The Boing Company          

Its:          Attorney‑In‑Fact         

ACCEPTED AND AGREED TO this

Date:    March 16, 2020__ 

By:   /s/ American Airlines, Inc.

The guarantees contained in this Attachment (the "[****]") are applicable to the [****].

2        FLIGHT PERFORMANCE

2.1        [****]

2.2 [****]

The FAA-approved [****]:

2.3        Mission

2.3.1        Mission Payload

The payload for a stage length of [****] nautical miles in still air (representative of a Dallas to Tokyo route) using the conditions and operating rules defined below, will not be less than the following guarantee value:

Conditions and operating rules:

2.3.2        Mission Block Fuel

The block fuel for a stage length of [****] pound payload using the conditions and operating rules defined below, will not be more than the following guarantee value:

Conditions and operating rules:

2.3.3    Operational Empty Weight Basis

The Operational Empty Weight (OEW) derived in paragraph 2.3.4 is the basis for the mission guarantees of paragraphs 2.3.1 through 2.3.2.

2.3.4        [****] Weight Summary - American Airlines

[****]

4        [****]

[****]

[****]

[****]

[****]

[****]:

5        AIRCRAFT CONFIGURATION

(1)    Changes to the [****] or any other changes [****] or otherwise allowed by the Purchase Agreement.

(2)    The difference between [****] given in Appendix E of the Detail Specification [****].

6        GUARANTEE CONDITIONS

7        GUARANTEE COMPLIANCE

8        EXCLUSIVE GUARANTEES

The only [****] applicable to the Aircraft are those set forth in this Attachment.