Supplemental Agreement No. 28, dated as of November 4, 2022, to Purchase Agreement No. 03735 dated as of February 1, 2013, between American Airlines, Inc. and the Boeing Company

This SUPPLEMENTAL AGREEMENT No. 28 (SA-28) To PURCHASE AGREEMENT NO. 03735, entered into as of November _4__, 2022 (Effective Date), 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. 03735 dated February 1, 2013 relating to Boeing Model 737 MAX Aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;

    WHEREAS, Boeing and Customer agree that Customer may substitute the purchase of Boeing model 737-10 aircraft in place of any Firm Aircraft.

WHEREAS, Boeing and Customer agree to revise Letter Agreement No. AAL-PA-03735-LA-1106652R1 entitled “[****]”, including Attachments A(R1) and B(R1) to reflect [****].

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree that the Purchase Agreement is amended and supplemented as set forth below and otherwise agree as follows:

1.Table of Contents.

The “Table Of Contents” to the Purchase Agreement referencing SA-27 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-28 in the footer to reflect changes made to the Purchase Agreement by this SA-28. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

2. Letter Agreements.

2.1    New Letter Agreement No. AAL-PA-3735-LA ###-###-####, (attached hereto) entitled “[****]” inclusive of Attachment A ([****]) and referencing SA-28 in the footer is hereby incorporated into the Purchase Agreement.

2.2    Letter Agreement No. AAL-PA-0375-LA-1106652R1 (including Attachment A(R1) and Attachment B(R1)) entitled “[****]” is hereby deleted in its entirety and replaced with Letter Agreement No. AAL-PA-0375-LA-1106652R2 (including Attachment A(R2) and Attachment B(R2) (attached hereto) entitled “[****]” ([****]) referencing SA-28 in the footer. The [****] is hereby incorporated into the Purchase Agreement.

3.Miscellaneous.

3.1     The Purchase Agreement is amended and supplemented as set forth above by the revised Table Of Contents, [****], and the [****]. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.

3.2     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 revised versions of the tables, exhibits, supplemental exhibits and letter agreements listed in the right column of the below table.

Subject:    [****]

Reference:    Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737MAX 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.

Customer may [****] the purchase of either [****] (Eligible Models) in place of any Firm Aircraft, as defined in article 1 below, subject to the following terms and conditions:

1.Definitions.

[****], for purposes of this Letter Agreement, means the Boeing model 737-8 aircraft identified on Table 1R12, 1-2, 1-3R6, and 1-4R6 to the Purchase Agreement (as may be amended from time to time) [****].

[****] means [****].

[****] means [****].

2.Customer’s [****].

Customer shall [****] ([****]) of its [****] ([****]) with the [****]:

(i)[****] or;

(ii)[****].

Such [****].

3.Boeing’s [****].

3.1Customer’s [****].

3.2If Boeing [****].

3.3All of Boeing’s [****].

4.[****].

The [****].

5.[****].

Boeing and Customer will [****] into the Purchase Agreement. Boeing and Customer will [****] in accordance with Section 3.2, above. Upon the [****] pursuant to this Section 5, the [****] for purposes of this Letter Agreement and an “[****]” as defined in the Purchase Agreement and shall be governed by the Purchase Agreement.

6.[****].

6.1The [****] are set forth in Attachment A(R2) and Attachment B(R2), respectively, hereto. The [****] in accordance with the provisions of Supplemental Exhibit AE1. The [****] in accordance with the provisions of Supplemental Exhibit AE1. Attachment A(R2) and Attachment B(R2) [****], however and for the avoidance of doubt, if [****], Customer [****] pursuant to the terms and conditions of this Letter Agreement, [****] on Attachment A(R2) or Attachment B(R2).

6.2Any [****] (the [****]) will be [****]. [****]. If [****], then [****].

6.3At the [****], Boeing will [****] pursuant to and in accordance with Letter Agreement AAL-PA-03735-LA-1106648R1 entitled “[****]”, as it may be subsequently amended.

7.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.

8.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:    [****]

Reference:    Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX 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.

Customer may [****] the purchase of [****] aircraft in place of any Firm Aircraft, as defined in Section 1 below, subject to the following terms and conditions:

1.Definitions.

[****], for purposes of this Letter Agreement, means the Boeing model 737-8 aircraft identified on Table 1R12, 1-2, 1-3R6, and 1-4R5 to the Purchase Agreement (as may be amended from time to time) [****].

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

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

2.Customer’s [****].

Customer shall [****] ([****]) of its [****] ([****]) with the [****],

(i)[****], or;

(ii)[****].

Such [****].

3.[****].

3.1Customer’s [****].

3.2If Boeing [****].

3.3    All of Boeing’s [****].

4.[****].

Boeing and Customer will [****] into the Purchase Agreement. Boeing and Customer will [****] in accordance with Section 3.2 above. Upon the [****] pursuant to this Section 4, the [****] for purposes of this Letter Agreement and an “[****]” as defined in the Purchase Agreement and shall be governed by the Purchase Agreement.

5.[****].

5.1The [****] is set forth in Attachment A of this Letter Agreement. The [****] in accordance with the provisions of Supplemental Exhibit AE1 to the Purchase Agreement. The [****] in accordance with the provisions of Supplemental Exhibit AE1.  [****].

5.2Any [****] (the [****]) will [****]. [****]. If [****], then [****].

5.3At the [****], Boeing will [****]:

5.3.1[****].

5.3.1.1[****].

5.3.1.2[****].

5.3.1.3    [****].

5.3.2[****].

5.3.2.1[****]. [****].

5.3.2.2[****]. Except as otherwise noted in Section 5.3.1.2 above, [****].

5.3.3Other Terms.

5.3.3.1[****].

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 becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.

7.Confidentiality.

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 shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670 entitled “Confidentiality”.