Supplemental Agreement No. 30 to Purchase Agreement No. 1980 between The Boeing Company and American airlines, inc Relating to Boeing Model 777 Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into this 29th___ day of     June        , 2012, (SA‑30) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (Boeing) and American Airlines, Inc. (Customer);

RECITALS:

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 1980 dated as of October 31, 1997, as amended and supplemented relating to Boeing Model 777 aircraft (the Purchase Agreement) (capitalized terms used herein without definition shall have the meanings specified therefore in such Purchase Agreement);

WHEREAS, Customer and Boeing mutually desire:

a)to convert one MADP Right (Former MADP Right) into a QADP Right (New QADP Right):

b)to revise the exercise date for two [*CTR] quarter [*CTR] delivery QADP Rights (Two Revised Exercise Date QADP Rights) as follows:

aircraft and Boeing Model 777-323ER aircraft to be hereafter delivered to Customer); and

WHEREAS, Customer and Boeing mutually desire to provide certain flexibility for five (5) [*CTR] Purchase Rights.

NOW THEREFORE, In consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:

1.Attachment B entitled “Information Regarding MADP Rights to Letter Agreement No. 6-1162-AKP-110R3” is deleted in its entirety and a revised Attachment B (Revised Attachment B), attached hereto, is substituted in lieu thereof to eliminate the Former MADP Right from Revised Attachment B; and

2.Attachment C entitled “Information Regarding QADP Rights to Letter Agreement No. 6-1162-AKP-110R3” is deleted in its entirety and a revised Attachment C (Revised Attachment C), attached hereto, is substituted in lieu thereof to:

1.incorporate the conversion of the Former MADP Right into the New QADP Right with the Exercise Date as specified in Revised Attachment C; and

2.incorporate the revision of the Exercise Date for the Two Revised Exercise Date QADP Rights as specified in Revised Attachment C.    

3.New Letter Agreements:

1.Boeing and Customer mutually agree to incorporate Letter Agreement AAL‑PA‑1980-LA-1207588, entitled “[*CTR] for Undelivered Aircraft” providing the terms and conditions that eliminate future offerability of [*CTR] for the Aircraft specified therein (understood to be Boeing Model 777-223ER aircraft and Boeing Model 777-323ER aircraft to be hereafter delivered to Customer).

2.Boeing and Customer mutually agree to incorporate Letter Agreement AAL-PA-1980-LA-1208920, entitled “Delivery Flexibility for [*CTR] Purchase Rights” providing the terms and conditions for a Slide (as defined in such letter agreement) of any of the five (5) [*CTR] Purchase Rights specified therein.

Boeing acknowledges that Customer is a debtor in possession under chapter 11 of title 11 of the United States Code (the Bankruptcy Code) in the cases styled “In re AMR Corporation, et al.” pending in the United States Bankruptcy Court for the Southern District of New York, case no. 11-15643 (SHL) (Jointly Administered). Customer believes that it has all requisite authority to enter into this Supplemental Agreement No. 30. The parties agree that this Supplemental Agreement No. 30 does not constitute an assumption, rejection, or assumption and assignment of the Purchase Agreement or cause the Purchase Agreement as a whole to become a new post-petition agreement and that entry into this Supplemental Agreement No. 30 shall not affect any rights of Customer or Boeing under the Bankruptcy Code.