Supplemental Agreement No. 8, dated as of December 7, 2017, to Purchase Agreement No. 03735 dated as of February 1, 2013, between American Airlines, Inc. and The Boeing Company

This SUPPLEMENTAL AGREEMENT No. 8 (SA-8), entered into as of December 7, 2017, by and between THE BOEING COMPANY, a Delaware corporation with offices in Washington state (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, Customer and Boeing desire to revise letter agreement AAL-PA-03735-LA-1106668 entitled “[*CTR];” and

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

1Table of Contents.

The “Table Of Contents” to the Purchase Agreement referencing SA-7 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-8 in the footer to reflect changes made to the Purchase Agreement by this SA-8. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

2    Letter Agreement.

Letter Agreement No. AAL-PA-03735-LA-1106668 (Original [*CTR] Agreement) entitled “[*CTR],” is deleted in its entirety and replaced with the similarly titled Letter Agreement No. AAL-PA-03735-LA-1106668R1 (attached hereto) referencing SA-8 in the footer (Revised [*CTR] Letter Agreement). The Revised [*CTR] Letter Agreement is hereby incorporated into the Purchase Agreement in replacement of the Original Participation Agreement.

3    Miscellaneous.

3.1    The Purchase Agreement is amended as set forth above, by the Revised [*CTR] Letter Agreement. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.

Subject:    [*CTR]

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.Customer has requested [*CTR]

2.In response to Customer’s request [*CTR]

The Program shall apply to [*CTR] (Covered Aircraft).

The Program shall begin on the [*CTR]; provided, that the parties [*CTR]. The [*CTR] shall [*CTR] on the [*CTR] commences and shall [*CTR] commencement of the [*CTR] and each subsequent [*CTR] shall [*CTR] with the [*CTR].

The [*CTR] covered by the Program shall include [*CTR]

[*CTR]

[*CTR]

4.1    [*CTR]

4.2    [*CTR]:

4.2.1    [*CTR]

4.2.2    [*CTR]

4.2.2.1    [*CTR]

4.2.2.2    [*CTR]

4.2.3    [*CTR]

4.3    [*CTR]

4.4    Fleet Flight Hours means the [*CTR]

4.5    Flight Hours means, [*CTR]

4.6    Fleet Landings means the [*CTR]

4.7    Landings means the [*CTR]

4.8    [*CTR]

4.9    [*CTR]

4.10    [*CTR]

4.11    [*CTR]

4.12    [*CTR]

5.    Calculation of [*CTR]

5.1    [*CTR]

5.2    [*CTR]

5.3    Boeing will then [*CTR] in the form specified in Attachment C. In the event that the [*CTR] in the form specified in Attachment F for [*CTR]

5.4    Boeing [*CTR] has been established using assumptions in Attachment G, and [*CTR]

6.    Reporting of [*CTR]

6.1    Within [*CTR]

6.2    Failure to provide the [*CTR] specified in Section 6.1 to Boeing within the specified [*CTR]

7.    Calculation of [*CTR]

7.1    Subject to the limitations described in Section 9, within [*CTR]

7.2    If the data determined pursuant to Section 7.1 [*CTR]:

7.2.1    [*CTR]

7.2.2    [*CTR]

7.2.3    [*CTR]

7.3    If after completing the [*CTR] described in Section 7.2 [*CTR]:

7.3.1    [*CTR]

7.3.2    [*CTR]

7.4    [*CTR]

7.5    [*CTR]

8.    [*CTR] Action.

8.1    Should [*CTR] Action be required pursuant to Section 7.3, [*CTR]

8.1.1    [*CTR]

8.1.2    [*CTR]

8.1.3    [*CTR]

8.1.4    [*CTR]

8.1.5    [*CTR]

8.2    [*CTR]

9.    Conditions and Limitations.

9.1    If, with the intent of reducing the cost of [*CTR], Boeing or any supplier issues [*CTR]

9.2    [*CTR]

9.3    [*CTR]

9.4    [*CTR]

9.5    [*CTR]

9.6    [*CTR]

9.7    [*CTR]:

(i)    [*CTR]

(ii)    [*CTR]

(iii)    [*CTR]

(iv)    [*CTR]

(v)    [*CTR]

(vi)    [*CTR]

(vii)    [*CTR]

(viii)    [*CTR]

(ix)    [*CTR]

(x)    [*CTR]

(xi)    [*CTR]

(xii)    [*CTR]

(xiii)    [*CTR]

9.8    [*CTR]

[*CTR]

10.    Notice.

10.1    All reports submitted to Boeing will be addressed to the attention of:

Director ‑ BCA Warranty and Product Assurance

Boeing Commercial Airplanes

P.O. Box 3707 Mail Code 2L-46

Fax: 425 ###-###-####

Seattle, Washington 98124‑2207

10.2    All reports submitted to Customer will be addressed to the attention of:

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas ###-###-####

11.    [*CTR]

[*CTR]

12.    [*CTR]

[*CTR]

13.    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.

14.    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:    [*CTR]

American Airlines has [*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

1.    [*CTR]

[*CTR]

2.    [*CTR]

2.1    [*CTR]

2.2    [*CTR]

3.    [*CTR]

3.1    [*CTR]

3.2    [*CTR]

3.3    [*CTR]

4.    [*CTR]

4.1    [*CTR]

4.2    [*CTR]

4.3    [*CTR]

4.4    Average Flight Time. [*CTR]

4.5    Covered Aircraft. [*CTR]

4.6    Delivery Schedule. [*CTR]

4.7    Aircraft Configuration. [*CTR]

4.8    [*CTR]

4.9    If changes are made in any of the paragraphs 4.1 through 4.8 then the [*CTR] will be adjusted as specified in paragraph 3.3 above using the factors identified in each paragraph 4.1 through 4.8.

The [*CTR]

The following [*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

For reference, below are the [*CTR]

The following definitions are based on the [*CTR]. [*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Note: The above [*CTR] have been calculated in accordance with Section 4.2 of the referenced Letter Agreement. The above [*CTR] have been calculated in accordance with Section 4.2 of the referenced Letter Agreement and exclude all [*CTR] described in Section 9 therein.

Boeing’s [*CTR]

[*CTR]