Supplemental Agreement No. 19, dated as of April 23, 2023, 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. 19 (SA-19 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 [****] the Purchase Agreement to [****] Customer’s [****] for Boeing Model [****] aircraft ([****]). [****] Aircraft will be [****] between Boeing and Customer. With respect to such Customer [****], Customer and Boeing now agree to replace the existing Exhibit A(R3) with a revised Exhibit A(R4) [****] for Boeing Model [****] aircraft;

WHEREAS, Customer and Boeing agree to revise certain tables, exhibits and letter agreements [****] for the [****];

WHEREAS, Customer and Boeing agree that based on [****], that the [****] a will each [****]; and

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

1.Table of Contents.

The Table of Contents referencing SA-18 in the footer is deleted in its entirety and is replaced with the new Table of Contents (attached hereto) referencing SA-19 in the footer. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

2.Tables.

2.1 Table 5(R3). Table 5(R2) entitled “787-9 [****] Aircraft, Aircraft Delivery, Description, Price and Advance Payments” referencing SA-17 in the footer is deleted in its entirety and is replaced with the similarly titled Table 5(R3) (attached hereto) referencing SA-19 in the footer. Table 5(R3) is hereby incorporated into the Purchase Agreement in replacement of Table 5(R2).

2.2     Table 7(R2). Table 7(R1) entitled “[****] 787-9 [****] Aircraft, Aircraft Delivery, Description, Price and Advance Payments” referencing SA-17 in the footer is deleted in its entirety and is replaced with the similarly titled Table 7(R2) (attached hereto) referencing SA-19 in the footer. Table 7(R2) is hereby incorporated into the Purchase Agreement in replacement of Table 7(R1).

3.Exhibit.

Exhibit A(R4). Exhibit A(R3) entitled “Aircraft Configuration Dated as the effective Date of SA-11 relating to Boeing Model [****] Aircraft,” including the list of optional features thereto, referencing SA-11 in the footer is deleted in its entirety and replaced with Exhibit A(R4) entitled “Aircraft Configuration Dated as the effective Date of SA-19 relating to Boeing Model [****] Aircraft” (attached hereto) referencing SA-19 in the footer. Exhibit A(R4) is hereby incorporated into the Purchase Agreement in replacement of Exhibit A(R3).

4.Letter Agreements.

4.1     Letter Agreement AAL-PA-03219-1804779, entitled “[****],” including Attachments A and B thereto, referencing SA-11 in the footer is deleted in its entirety and replaced with the similarly titled Letter Agreement AAL-PA-03219-1804779R1, including Attachments A and B thereto (attached hereto) referencing SA-19 in the footer. Letter Agreement AAL-PA-03219-1804779R1, including Attachments A and B thereto is hereby incorporated into the Purchase Agreement in replacement of AAL-PA-03219-1804779, including Attachments A and B.

4.2     Letter Agreement AAL-PA ###-###-#### entitled “[****]” is hereby incorporated into the Purchase Agreement.

5.Effect on Purchase Agreement.

5.1     Table 5 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 5(R1)” and Table 5(R2) is now deemed to refer to “Table 5(R3)”. Specifically, the locations of such references are (but may not be limited to) as follows:

5.2    Table 7 Reference Clarifications.

4.2.1    The following references in the Purchase Agreement and the associated exhibits, supplemental exhibits, and letter agreements to the Purchase Agreement to “Table 7” and “Table 7(R1)” is now deemed to refer to “Table 7(R2)”. Specifically, the locations of such references are (but may not be limited to) as follows:

    5.3    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.

5.4    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.[****].

[****].

    

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

Subject:    [****]

Reference:    Purchase Agreement No. 03219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)

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.

1.Right to [****] Aircraft.

Subject to the terms and conditions contained in this Letter Agreement, in [****] to the Aircraft described in Table 1(R7), Table 5(R3) and Table 7(R2) to the Purchase Agreement as of the date of execution of this Letter Agreement, [****].

2.Delivery.

The number of initial [****] are listed in Attachment A to this Letter Agreement. No later than [****] in each calendar year as listed in Attachment A to this Letter Agreement, Boeing will provide written notice [****] in such calendar year. Such [****] will constitute an amendment to Attachment A.

3.[****].

3.1    Customer may [****] by giving written notice to Boeing [****] on or before the date that is the later of [****]. Upon the giving of such [****] referenced in such [****] shall be deemed an Aircraft for all purposes of the Purchase Agreement and an [****] for the purposes of this Letter Agreement.

3.2 If Boeing must [****], subject to Customer's agreement. Such [****]. If Boeing [****]. If within [****]. If the parties are [****]. Immediately upon the [****] to Customer by Boeing. When making any such [****].

4.[****].

Customer will have the [****], subject to the following terms:

4.1The [****] are shown in Attachments A and B to this Letter Agreement are [****], subject to the provisions in Section 4.2 below.

4.2    For each of the [****] indicated in Attachment A to this Letter Agreement. Customer may [****]. By way of example, if an [****].

    4.2.1    Notwithstanding the foregoing, Customer may [****] in Attachment A to this Letter Agreement by giving Boeing written notice of such [****] in the event of any of the following: (i) an [****] in accordance with Section 3.2 above, (ii) such [****] in accordance with Section 3.2 above, or (iii) a [****], in accordance with Section 2 of Letter Agreement No. AAL-PA-03219-LA-1802262R1, entitled “[****]”.

4.2.2    If Customer provides Boeing with an [****]. If Boeing [****] as set forth on Attachment B to this Letter Agreement.

4.2.3    If Boeing is [****] set forth on Attachment B to this Letter Agreement, then Boeing shall [****]. If Customer [****].

4.2.4    [****] in accordance with Section 4.2.3 shall be [****] until the Limited Scope Supplemental Agreement is executed by the parties.

4.3 A [****] for the purposes of this Letter Agreement, and the terms applicable to [****], as follows:

4.3.1 Upon the [****] as set forth on Attachment B of this Letter Agreement; or

4.3.2 Upon Customer’s [****] as set forth on Attachment B of this Letter Agreement and [****].

4.4 For avoidance of doubt, all [****].

5.[****].

5.1Subject to the provisions of Section 5.2, below, the [****] shown in Attachment A to this Letter Agreement.

5.2Boeing [****] pursuant to the provisions of Section 5.1 at [****] to Customer.

6.[****].

6.1The [****] are identified in Attachment A to this Letter Agreement. The [****] are identified in Attachment B to this Letter Agreement.

6.2The [****] in accordance with the terms set forth in [****] as such provisions have been applied to the [****].

6.3At the time of execution of each Limited Scope Supplemental Agreement, the [****] in accordance with the terms of the Purchase Agreement.

6.4.    [****]. Boeing will [****] to Customer:

6.4.1    [****]. Boeing will [****] to Customer at the [****]. The [****] is:

[****]        [****]

[****]    [****]

Each such [****] in accordance with the provisions of the [****] as such provisions have been applied to the [****].

6.4.2    [****]. Boeing will [****] to Customer at the [****]. The [****] in accordance with the provisions of the [****] as such provisions have been applied to the [****]. Such [****].

6.4.3    [****]. Boeing will [****] to Customer at the [****]. The [****] in accordance with the provisions of the [****] as such provisions have been applied to the [****]. Such [****].

6.4.4 [****]. In recognition of Customer [****] per this Letter Agreement, Boeing will [****] to Customer up to [****]. The [****] in accordance with the provisions of the [****] as such provisions have been applied to the [****]. Except as set forth below in this Section 6.4.4, the [****]. Each [****].

6.4.4.1  If (i) Customer [****] or (ii) the [****].  The [****] in accordance with the provisions of the [****] Letter Agreement, as such provisions have been applied to the [****].  The [****]; provided that:

(i) if the [****];

(ii) if the [****];

(iii) if the [****];

(iv) if the [****].

Such [****].

    6.4.5.    [****]. Boeing will [****] to Customer at the [****]. The [****] in accordance with the provisions of the [****] as such provisions have been applied to the [****]. Such [****].

7.[****].

7.1Customer will [****], on the date of execution of this Letter Agreement. If Customer [****]. If Customer [****].

7.2Customer shall [****]. For the avoidance of doubt, there shall be no [****].

7.3Notwithstanding the [****], the [****]. Upon execution of SA-11, [****].

7.4    Upon execution of a Limited Scope Supplemental Agreement [****] as specified in Section 1.4.2 of Letter Agreement 6-1162-CLO-1047R4, entitled “[****]” of the Purchase Agreement. The remainder of the [****] in accordance with the provisions of the Purchase Agreement. For the avoidance of doubt, [****] until the applicable Limited Scope Supplemental Agreement has been entered into by the parties.

8.[****].

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 [****] 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 new [****] and modifications to Attachment A to Letter Agreement AAL-PA-03219-LA-1802262 entitled “[****]” to reflect the addition of the new Aircraft).

9.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 written consent of Boeing.

10. 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.

Subject:    Special Matters – [****]

Reference:    Purchase Agreement No. 03219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (Aircraft)

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

1.         [****].

At the [****].

2.    [****].

Each [****] in accordance with the provisions of the [****] as such provisions have been applied to the [****]. The [****].

3.    Assignment.

Notwithstanding any other provision of the Purchase Agreement except for the AGTA Assignment Provisions (as defined in Section 1 of Letter Agreement AAL-LA-1106678 entitled “Assignment Matter”), 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 written consent of Boeing.

4.    Confidential Treatment.

Customer and Boeing understand that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement Letter shall be subject to the terms and conditions of Letter Agreement 6-1162-TRW-0673R1 entitled “Confidentiality.