EX-10.3



 Exhibit 10.3 

SUPPLEMENTAL AGREEMENT NO. 8 

to 
 Purchase Agreement
No. 3219 
 between 

THE BOEING COMPANY 
 and

 AMERICAN AIRLINES, INC. 

Relating to Boeing Model 787 Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 8 (SA-8) 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 agree to incorporate clarifying revisions to certain exhibits and letter agreements [*CTR] for the [*CTR] in
Supplemental Agreement No. 7; and 
 WHEREAS, Customer and Boeing agree to address multiple [*CTR] related to 787 aircraft; 

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

  

					
	PA 3219	 	SA-8	 	Page 1
		 	BOEING PROPRIETARY	 	

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 








 1.    Table of Contents. 

The Table of Contents 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. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor. 

2.    Letter Agreements. 

2.1    Open Configuration Matters. 

Letter Agreement 3219-08R2 entitled “Open Configuration Matters” is withdrawn in its entirety. 

2.2    Aircraft Purchase Rights and Substitution Rights. 

(a)    Revisions of Attachment C. Revisions are made to the attachments of Letter Agreement 6-1162-TRW-0664R1 as follows: 
  

			
	Attachment	  	SA-8 Action 
	Attachment C(R2) – MADP & QADP Rights Aircraft	  	REPLACED by Attachment C(R3) – 
MADP & QADP Rights Aircraft

 2.3    [* CTR]. 

Letter Agreement AAL-PA-3219-1604503 entitled “787
Aircraft [*CTR]” is added to the Purchase Agreement in order to, inter alia, address certain 787 [*CTR]. Letter Agreement AAL-PA-3219-1604503 is hereby made a
part of the Purchase Agreement. 
 3.    Effect on 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. 

  

					
	PA 3219	 	SA-8	 	Page 2
		 	BOEING PROPRIETARY	 	

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 









					
	AGREED AND ACCEPTED	  		  	
			
	 January 26, 2017
	  		  	
	Date	  		  	
			
	THE BOEING COMPANY	  		  	AMERICAN AIRLINES, INC.
			
	 /s/ The Boeing Company
	  		  	 /s/ American Airlines, Inc.

	Signature	  		  	Signature
			
	 The Boeing Company
	  		  	 American Airlines, Inc.

	Printed name	  		  	Printed name
			
	 Attorney-in-Fact
	  		  	 Vice President and Treasurer

	Title	  		  	Title


  

					
	PA 3219	 	SA-8	 	Page 3
		 	BOEING PROPRIETARY	 	









 TABLE OF CONTENTS 
  

							
	ARTICLES	  		  	 
	SA
NUMBER	 
 
	1.	  	Quantity, Model and Description	  	 	SA-3	 
	2.	  	Delivery Schedule	  	 	SA-3	 
	3.	  	Price	  	 	SA-3	 
	4.	  	Payment	  	 	SA-3	 
	5.	  	Miscellaneous	  	 	SA-3	 
	6.	  	Confidential Treatment	  			
			
	TABLE	  		  			
	1.	  	Aircraft Information Table – TRENT	  	 	SA-2	 
	1(R5)	  	787-9 Aircraft Information Table – GENX	  	 	SA-7	 
	2(R1)	  	 787-8 Aircraft Information Table – GENX

([*CTR] (12) 787-8 Aircraft)
	  	 	SA-5	 
	3(R1)	  	 787-8 Aircraft Information Table – GENX

([*CTR] Eight (8) 787-8 Aircraft, yielding Twenty (20)
787-8 Aircraft)
	  	 	SA-5	 
	4	  	WITHDRAWN	  	 	SA-6	 
			
	EXHIBIT	  		  			
	A(R2).	  	Aircraft Configuration for [*CTR] Aircraft	  	 	SA-7	 
	A2(R3)	  	Aircraft Configuration for [*CTR] Aircraft	  	 	SA-6	 
	B(R1).	  	Aircraft Delivery Requirements and Responsibilities	  	 	SA-3	 
	C(R1).	  	Defined Terms	  	 	SA-3	 
			
	SUPPLEMENTAL EXHIBITS	  		  			
	AE1.	  	[*CTR]	  			
	BFE1(R1).	  	Buyer Furnished Equipment Variables 787-9	  	 	SA-3	 
	BFE2.	  	Buyer Furnished Equipment Variables 787-8	  	 	SA-3	 
	CS1.	  	787 Customer Support Document	  			
	EE1.	  	[*CTR]	  			
	EE1.	  	[*CTR]	  	 	SA-2	 
	EE2.	  	[*CTR]	  	 	SA-4	 
	SLP1.	  	Service Life Policy Components	  			


  

					
	P.A. No. 3219	 		 	SA-8
	 Table of Contents
	 		 	Page 1

 BOEING PROPRIETARY 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 









 TABLE OF CONTENTS, continued 

 


							
	 LETTER AGREEMENTS
	  		  	 
 
	SA
 NUMBER
	 
  

	 3219-01
	  	[*CTR]	  			
	 3219-02
	  	Special Terms – Seats and In-Flight Entertainment	  			
	 3219-04
	  	[*CTR]	  			
	 3219-05R1
	  	Spare Parts Commitments	  	 	SA-3	 
	 3219-06R1
	  	Spare Parts Initial Provisioning	  	 	SA-3	 
	 3219-08R2
	  	Open Configuration Matters Withdrawn	  	 	SA-8	 
	 6-1162-AKP-071R1
	  	 [*CTR]
 Terminated per AAL-PA-1977-LA-1105595
	  			
	 6-1162-AKP-072R2
	  	 [*CTR]
 Terminated per AAL-PA-1977-LA-1105595
	  			
	
6-1162-AKP-073R1

	  	Accident Claims and Litigation	  			
	 6-1162-CLO-1031R1
	  	 [*CTR]
 WITHDRAWN
	  	 
 
	SA-2
 SA-3
	 
  

	 6-1162-CLO-1032R1
	  	 [*CTR]

Terminated
	  	 	SA-3	 
	
6-1162-CLO-1039

	  	[*CTR]	  			
	
6-1162-CLO-1042

	  	[*CTR]	  			
	
6-1162-CLO-1043R1

	  	787 Inspection Process	  	 	SA-3	 
	
6-1162-CLO-1045R1

	  	[*CTR]	  	 	SA-2	 
	 6-1162-CLO-1046
	  	 SA-eE, COTS Software and End User License Matters

WITHDRAWN
	  	 	SA-3	 
	
6-1162-CLO-1047R2

	  	[*CTR]	  	 	SA-6	 
	 6-1162-CLO-1048
	  	Final Matters	  	 	SA-2	 
	
6-1162-CLO-1049R2

	  	CS1 Matters	  	 	SA-6	 
	
6-1162-TRW-0664R1

	  	Aircraft Purchase Rights and Substitution Rights	  	 	SA-4	 
		  	Attachment A(R2) – MADP Exercise Dates	  	 	SA-6	 
		  	Attachment B(R2) – QADP Exercise Dates	  	 	SA-6	 
		  	Attachment C(R3) – MADP & QADP Rights Aircraft: Description/Price Data	  	 	SA-8	 
		  	Attachment D – Form of Purchase Agreement Supplement	  	 	SA-3	 
		  	Attachment E – Letter Agreements To Be Included In Purchase Agreement Supplement: WITHDRAWN	  	 	SA-6	 


  

					
	P.A. No. 3219	 		 	SA-8
	 Table of Contents
	 		 	Page 2

 BOEING PROPRIETARY 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 









 TABLE OF CONTENTS, continued 

 


							
	LETTER AGREEMENTS	  		  	 
 
	SA
 NUMBER
	 
  

	 6-1162-TRW-0665
	  	[*CTR]	  	 	SA-3	 
	 6-1162-TRW-0666
	  	[*CTR]	  	 	SA-3	 
	
6-1162-TRW-0667R2

	  	[*CTR]	  	 	SA-6	 
	
6-1162-TRW-0668R1

	  	[*CTR]	  	 	SA-3	 
	
6-1162-TRW-0670R1

	  	Miscellaneous Commitments for Model 787 Aircraft	  	 	SA-3	 
	 6-1162-TRW-0671
	  	 [*CTR]

WITHDRAWN
	  	 	SA-3	 
	
6-1162-TRW-0672R1

	  	[*CTR]	  	 	SA-3	 
	
6-1162-TRW-0673R1

	  	Confidentiality	  	 	SA-3	 
	
6-1162-TRW-0674R3

	  	Business Considerations	  	 	SA-6	 
	 AAL-PA-3219-LA-08836R1
	  	[*CTR]	  	 	SA-6	 
	 AAL-PA-3219-LA-08837R1
	  	[*CTR]	  	 	SA-6	 
	 AAL-PA-3219-LA-08838
	  	[*CTR]	  	 	SA-3	 
	
AAL-LA-1106678
	  	Assignment Matters	  	 	SA-3	 
	 AAL-PA-3219-LA-1302236R1

AAL-PA-3219-LA-1604503
	  	 [*CTR]
 787 [*CTR]
	  	 
 
	SA-6
 SA-8
	 
  



  

					
	P.A. No. 3219	 		 	SA-8
	 Table of Contents
	 		 	Page 3

 BOEING PROPRIETARY 

[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 









			
	



	 	 The Boeing Company
 P.O. Box
3707
 Seattle, WA 98124-2207


  
  

AAL-PA-3219-LA-1604503
 
 American Airlines, Inc. 
 P.O. Box
619616 
 Dallas-Fort Worth Airport, Texas 75261-9616 
  

	Subject:	787 Aircraft [*CTR] 

  

	References:	(a) Purchase Agreement No. 3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (collectively, the
Aircraft); and 

  

	    	(b) Aircraft General Terms Agreement No. AGTA-AAL (AGTA) between Boeing and Customer dated as of October 31, 1997. 


This agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement or the AGTA, as the context requires. 
 As of the date of this Letter
Agreement, Customer has ordered twenty (20) 787-8 model aircraft and twenty-two (22) 787-9 model aircraft under the Purchase
Agreement. 
 Boeing and Customer agree as follows: 
  

	1.	[*CTR] by Boeing. 

 1.1. [*CTR] 

Certain Buyer Furnished Equipment required for the [*CTR] on the 787-8 Aircraft delivering to Customer
[*CTR] were [*CTR] by Boeing [*CTR] in accordance with Supplemental Exhibit BFE2 ([*CTR]). Boeing hereby [*CTR]. 
 1.2. [*CTR] for 787-8 Aircraft 
 1.2.1.    Under the Purchase Agreement, Customer has [*CTR]: 

1.2.1.1.    [*CTR]; and 

1.2.1.2.    [*CTR] 

1.2.2.    Customer has [*CTR] in the following manner:  

1.2.2.1.    Boeing will [*CTR]. The [*CTR] by Customer, at its option, in [*CTR] pursuant to the terms and
conditions of the Purchase Agreement. The [*CTR] 787-8 Aircraft that Customer has [*CTR]; 

  

					
	P.A. No. 3219	 	SA-8	 	L.A. AAL-PA-3219-LA-1604503
	787 Aircraft [*CTR]	 		 	Page 1
	BOEING PROPRIETARY

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] 









 



 
  

 1.2.2.2.    At time of delivery of each of the [*CTR] 787-8 aircraft listed on Table 2(R1) and Table 3(R1) that have [*CTR], Boeing will [*CTR]. The [*CTR]. Each [*CTR] at the time of delivery of the applicable Aircraft. 

1.2.2.3.    Boeing will [*CTR] at time of delivery of each [*CTR] (as defined in Letter Agreement 6-1162-TRW-0664R1, entitled “Aircraft Purchase Rights and Substitution Rights” (Purchase Rights LA)) that is both
(i) being [*CTR] (as both are defined in the Purchase Rights LA) and (ii) a 787-8 model type Aircraft. The [*CTR]. Each 787-8 [*CTR] at the time of delivery of
the applicable Aircraft. 
 1.3. [*CTR] for 787-9 Aircraft.  

1.3.1.    Customer has [*CTR] in the following manner: 

1.3.1.1.    Boeing will [*CTR] for the twenty-two (22) 787-9 Aircraft listed on Table 1 (R4). 
 1.3.1.2.    Boeing will
[*CTR] in accordance with letter agreement 6-1162-TRW-0664R1, entitled “Aircraft Purchase Rights and Substitution
Rights.” 
 1.3.1.3.    Upon Customer’s [*CTR] for [*CTR]
787-9 Aircraft, delivered by Boeing to Customer. 
  

	2.	787-8 [*CTR] Aircraft. 


2.1    The parties agree that the delivery of [*CTR] 787-8 Aircraft [*CTR]. Boeing
has [*CTR] for delivery of the 787-8 [*CTR] Aircraft. Customer hereby [*CTR] pursuant to [*CTR] of Letter Agreement 6-1162-TRW-0670R1 entitled “Miscellaneous Commitments for Model 787 Aircraft” (the Misc. LA) from the [*CTR]. 

2.2    In the event that the actual [*CTR] of the 787-8 [*CTR] Aircraft is [*CTR]
to Customer in accordance with [*CTR] of the Misc. LA. 
 2.3    For avoidance of doubt, Customer shall not have the
[*CTR] unless and until the aggregate duration of the [*CTR]. For purposes of the Misc LA, such [*CTR]. 
 2.4    For
the further avoidance of doubt, this Letter Agreement does not affect the [*CTR] pursuant to this Letter Agreement or pursuant to Letter Agreement
6-1162-TRW-0674R3 entitled “Business Considerations”. So long as a 787-8
[*CTR] Aircraft is [*CTR]. If a 787-8 [*CTR] Aircraft is [*CTR] described above. 
  

	3.	Miscellaneous.  

 3.1    Boeing and Customer agree and
acknowledge that the Optional Features price set forth on Table 1(R5) entitled “787-9 Aircraft Delivery, Description, Price and Advance Payments” [*CTR] by Customer that are listed on the
attachment to Exhibit A(R2) entitled “Aircraft Configuration” and [*CTR]. Boeing and Customer further agree that in the event that the options listed on the attachment to Exhibit A(R2) (or its replacement document) are ever amended
or revised, for any reason, the [*CTR]. The [*CTR]. 

  

					
	P.A. No. 3219	 	SA-8	 	L.A. AAL-PA-3219-LA-1604503
	787 Aircraft [*CTR]	 		 	Page 2
	BOEING PROPRIETARY	 	

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 









 



 
  

 3.2    Boeing and Customer agree and acknowledge that the Optional
Features prices set forth on Table 2(R1) entitled “787-8 Aircraft Delivery, Description, Price and Advance Payments ([*CTR] (12) 787-8 Aircraft)” and
set forth on Table 3(R1) entitled “787-8 Aircraft Delivery, Description, Price and Advance Payments ([*CTR] (8) 787-8 Aircraft, yielding Twenty (20) 787-8 Aircraft)” [*CTR]. Boeing and Customer further agree that in the event that the options listed on the attachment to Exhibit A2(R3) (or its replacement document) are ever amended or revised, for any
reason, the Optional Features prices on Table 2(R1) (or its replacement document) or Table 3(R1) (or its replacement document) [*CTR]. The [*CTR]. 

3.3    Boeing and Customer agree and acknowledge that, pursuant to Section 1.2 of this Letter Agreement, the [*CTR].

 3.4    Boeing and Customer agree and acknowledge that the parties are [*CTR]. 

3.5    Boeing and Customer agree and acknowledge that, pursuant to Section 1.3 of this Letter Agreement, the [*CTR].

 3.6    Boeing and Customer agree and acknowledge that, although [*CTR]. 

3.7    This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and
supersedes all previous proposals, agreements, understandings, commitments, or representations whatsoever, whether oral or written, with respect to the subject matter hereof and may be changed only in writing signed by authorized representatives of
both parties. 
  

	4.	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. 

 

	5.	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. 

  

					
	P.A. No. 3219	 	SA-8	 	L.A. AAL-PA-3219-LA-1604503
	787 Aircraft [*CTR]	 		 	Page 3
	BOEING PROPRIETARY	 	

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 









 



 
  

 The rest of this page is left intentionally blank. 

  

					
	P.A. No. 3219	 	SA-8	 	L.A. AAL-PA-3219-LA-1604503
	787 Aircraft [*CTR]	 		 	Page 4
	BOEING PROPRIETARY	 	

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 









 



 
  


									
		 	EXECUTED as of January 26                    , 2016	  		 		 	
					
		 	THE BOEING COMPANY	  		 		 	AMERICAN AIRLINES, INC.
					
	By:	 	 /s/ The Boeing Company
	  		 	 By:
	 	 /s/ American Airlines, Inc.



									
					
	Name: 	 	 The Boeing Company
	  		 	Name: 	 	 American Airlines, Inc.



									
					
	Title:	 	 Attorney-In-Fact
	  		 	Title:	 	 VP and Treasurer



  

					
	P.A. No. 3219	 	SA-8	 	L.A. AAL-PA-3219-LA-1604503
	787 Aircraft [*CTR]	 		 	Page 5
	BOEING PROPRIETARY

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] 








 MADP Attachment C(R3) to Letter Agreement 6-1162-TRW-0664R1 (Model 787) 

Information Regarding 787-9 MADP Rights 

[*CTR] 
  

 

															
	Airframe Model/MTOW:      787-9	  	 	553000 pounds	 	  	Detail Specification:                [*CTR]	  				  			
	 Engine Model/Thrust:    GENX-1B74/75

Airframe Price:
	  	 
 
	74100 pounds
 [*CTR]
	 
  
	  	 Airframe Price Base Year/Escalation Formula:

Engine Price Base Year/Escalation Formula:
	  	 
 
	[*CTR]        

[*CTR]        
	 
  
	  	 
 
	[*CTR]        

[*CTR]        
	 
  

	Optional Features:	  	 	[*CTR]	 	  		  				  			
		  	  
	  
	 	  		  				  			
	Sub-Total of Airframe and Features:	  	 	[*CTR]	 	  	Airframe Escalation Data:	  				  			
	Engine Price (Per Aircraft):	  	 	[*CTR]	 	  	Base Year Index (ECI):	  	 	[*CTR]	 
	Aircraft Basic Price (Excluding BFE/SPE):	  	 	[*CTR]	 	  	Base Year Index (CPI):	  	 	[*CTR]	 
		  	  
	  
	 	  		  				  			
	Buyer Furnished Equipment (BFE) Estimate:	  	 	[*CTR]	 	  	Engine Escalation Data:	  			
	Seller Purchased Equipment (SPE)/In-Flight Ente	  	 	[*CTR]	 	  	Base Year Index (ECI):	  	 	[*CTR]	 
	Fixed Price Options:	  	 	[*CTR]	 	  	Base Year Index (CPI):	  	 	[*CTR]	 
	Deposit per Aircraft:	  	 	[*CTR]	 	  		  				  			

  

																			
	
         Delivery    

            Date          
	  	 Number of
Aircraft
	  	 Escalation
Factor
(Airframe)
	  	 Escalation
Factor
(Engine)
	  	 Item No.
	  	
Escalation Estimate
Adv Payment Base
Price Per A/P
	  	
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	  	  	  	  	  	  	 [*CTR]
	  	 [*CTR]
	  	 [*CTR]
	  	 Total

[*CTR]

	    [*CTR]-2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]


  

					
	AAL-PA-03219 89114-1F.TXT	 		 	
	Aircraft Purchase Rights and Substitution Rights, MADP Attachment C(R3)	 	 SA-8
	 	MADP Attachment C(R3) to LA-6-1162-TRW-0664R2, Page 1


					
		 	Boeing Proprietary	 	

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 








 MADP Attachment C(R3) to Letter Agreement 6-1162-TRW-0664R1 (Model 787) 

Information Regarding 787-9 MADP Rights 

[*CTR] 
  

 

																			
	          Delivery    

            Date     
     
	  	 Number of
Aircraft
	  	 Escalation
Factor
(Airframe)
	  	 Escalation
Factor
(Engine)
	  	 Item No.
	  	
Escalation Estimate
Adv Payment Base

Price Per A/P
	  	
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	  	  	  	  	  	  	 [*CTR]
	  	 [*CTR]
	  	 [*CTR]
	  	 Total
[*CTR]

	    [*CTR]-2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	          Total:	  	29	  		  		  		  		  		  		  		  	


  

					
	AAL-PA-03219 89114-1F.TXT	 		 	
	Aircraft Purchase Rights and Substitution Rights, MADP Attachment C(R3)	 	 SA-8
	 	MADP Attachment C(R3) to LA-6-1162-TRW-0664R2, Page 2


					
		 	Boeing Proprietary	 	

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 








 QADP Attachment C(R3) to Letter Agreement 6-1162-TRW-0664R1 (Model 787) 

Information Regarding 787-9 QADP Rights 

[2nd Quarter 2016 Escalation Forecast: Subject to Change] 
  

 

															
	Airframe Model/MTOW:       787-9	  	 	553000 pounds	 	  	Detail Specification:                [*CTR]	  				  			
	Engine Model/Thrust:     GENX-1B74/75	  	 	74100 pounds	 	  	Airframe Price Base Year/Escalation Formula:	  	 	[*CTR]        	 	  	 	[*CTR]        	 
	Airframe Price:	  	 	[*CTR]	 	  	Engine Price Base Year/Escalation Formula:	  	 	[*CTR]        	 	  	 	[*CTR]        	 
	Optional Features:	  	 	[*CTR]	 	  		  				  			
		  	  
	  
	 	  		  				  			
	Sub-Total of Airframe and Features:	  	 	[*CTR]	 	  	Airframe Escalation Data:	  			
	Engine Price (Per Aircraft):	  	 	[*CTR]	 	  	Base Year Index (ECI):	  	 	[*CTR]	 
	Aircraft Basic Price (Excluding BFE/SPE):	  	 	[*CTR]	 	  	Base Year Index (CPI):	  	 	[*CTR]	 
		  	  
	  
	 	  		  				  			
	Buyer Furnished Equipment (BFE) Estimate:	  	 	[*CTR]	 	  	Engine Escalation Data:	  			
	Seller Purchased Equipment (SPE)/In-Flight Entertainment (IF	  	 	[*CTR]	 	  	Base Year Index (ECI):	  	 	[*CTR]	 
	Fixed Price Options	  	 	[*CTR]	 	  	Base Year Index (CPI):	  	 	[*CTR]	 
	Deposit per Aircraft:	  	 	[*CTR]	 	  		  				  			

  

																					
	          Delivery    

            Date     
     
	 	 QADP

Designation
	  	 Number of
Aircraft
	  	 Escalation
Factor
(Airframe)
	  	 Escalation
Factor
(Engine)
	  	 Item No.
	  	
Escalation Estimate
Adv Payment Base

Price Per A/P
	  	
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	 	  	  	  	  	  	  	 [*CTR]
	  	 [*CTR]
	  	 [*CTR]
	  	 Total
[*CTR]

	    [*CTR]-2019	 	[*CTR] 2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	 	[*CTR] 2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	 	[*CTR] 2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	 	[*CTR] 2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	 	[*CTR] 2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	 	[*CTR] 2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	 	[*CTR] 2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2019	 	[*CTR] 2019	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	 	[*CTR] 2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	 	[*CTR] 2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	 	[*CTR] 2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	 	[*CTR] 2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	 	[*CTR] 2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]


  

					
	AAL-PA-03219 89114-1F.TXT	 		 	
	Aircraft Purchase Rights and Substitution Rights, MADP Attachment C(R3)	 	 SA-8
	 	MADP Attachment C(R3) to LA-6-1162-TRW-0664R2, Page 1


					
		 	Boeing Proprietary	 	

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 








 QADP Attachment C(R3) to Letter Agreement 6-1162-TRW-0664R1 (Model 787) 

Information Regarding 787-9 QADP Rights 

[*CTR] 
  

 

																					
	          Delivery    

            Date     
     
	 	 QADP

Designation
	  	 Number of
Aircraft
	  	 Escalation
Factor
(Airframe)
	  	 Escalation
Factor
(Engine)
	  	 Item No.
	  	
Escalation Estimate
Adv Payment Base

Price Per A/P
	  	
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	 	  	  	  	  	  	  	 [*CTR]
	  	 [*CTR]
	  	 [*CTR]
	  	 Total
[*CTR]

	    [*CTR]-2020	 	[*CTR] 2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	 	[*CTR] 2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2020	 	[*CTR] 2020	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	 	[*CTR] 2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	 	[*CTR] 2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	 	[*CTR] 2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	 	[*CTR] 2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	 	[*CTR] 2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2021	 	[*CTR] 2021	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	 	[*CTR] 2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	 	[*CTR] 2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	 	[*CTR] 2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	 	[*CTR] 2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	 	[*CTR] 2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	 	[*CTR] 2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	    [*CTR]-2022	 	[*CTR] 2022	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	        Total:	 		  	29	  		  		  		  		  		  		  		  	


  

					
	AAL-PA-03219 89114-1F.TXT	 		 	
	Aircraft Purchase Rights and Substitution Rights, MADP Attachment C(R3)	 	 SA-8
	 	MADP Attachment C(R3) to LA-6-1162-TRW-0664R2, Page 2


					
		 	Boeing Proprietary	 	

 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]