EX-10.1



 Exhibit 10.1 

SUPPLEMENTAL AGREEMENT NO. 7 

to 
 Purchase Agreement
No. 03735 
 between 

THE BOEING COMPANY 
 and

 AMERICAN AIRLINES, INC. 

Relating to Boeing Model 737 MAX Aircraft 

This SUPPLEMENTAL AGREEMENT No. 7 (SA-7), entered into as of March 2, 2017
(SA-6 Effective Date), 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 add Letter Agreement AAL-PA-03735-LA-1700919 entitled “[*CTR]”; and 

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

  

					
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	1	Table of Contents. 

 The “Table Of Contents” to the Purchase Agreement
referencing SA-6 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-7 in the
footer to reflect changes made to the Purchase Agreement by this SA-7. 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-1700919 entitled “[*CTR]” is hereby incorporated into the Purchase Agreement (New Letter
Agreement). 
  

	3	Miscellaneous. 

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

Intentionally Left Blank 

  

					
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	AGREED AND ACCEPTED this
			
	 March 2, 2017
	 		 	
	Date	 		 	
			
	THE BOEING COMPANY	 		 	AMERICAN AIRLINES, INC.
			
	 The Boeing Company
	 		 	 American Airlines, Inc.

	Signature	 		 	Signature
			
	 /s/ The Boeing Company
	 		 	 /s/ American Airlines, Inc.

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

	Title	 		 	Title


  

					
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 TABLE OF CONTENTS 

 

							
	 	  	SA
NUMBER	 
	 ARTICLES
	  			
			
	 Article 1.
	 	 Quantity, Model and Description
	  			
	 Article 2.
	 	 Delivery Schedule
	  			
	 Article 3.
	 	 Price
	  			
	 Article 4.
	 	 Payment
	  			
	 Article 5.
	 	 Additional Terms
	  			
	 Article 6.
	 	 Confidentiality
	  			
		
	 TABLE
	  			
			
	 1R3.
	 	 Aircraft Information Table
	  	 	6	 
		
	 EXHIBITS
	  			
			
	 AR1
	 	 Aircraft Configuration
	  	 	6	 
	 B.
	 	 Aircraft Delivery Requirements and Responsibilities
	  			
	 C.
	 	 Definitions
	  			
		
	 SUPPLEMENTAL EXHIBITS
	  			
			
	 AE1.
	 	 [*CTR]
	  			
	 BFE1.
	 	 BFE Variables
	  			
	 CS1R1.
	 	 Customer Support Variables
	  	 	4	 
	 EE1.
	 	 [*CTR]
	  			
	 SLP1.
	 	 [*CTR]
	  			
		
	 LETTER AGREEMENTS
	  			
			
	LA-1106648R1	 	 Special Matters
	  	 	6	 
	LA-1106649	 	 [*CTR]
	  			
	LA-1106650R2	 	 [*CTR]
	  	 	3	 
	LA-1106651	 	 [*CTR]
	  			
	LA-1106652	 	 Aircraft Model Substitution
	  			
	LA-1106654	 	 AGTA Terms Revisions for MAX
	  			
	LA-1106655	 	 Open Matters – 737 MAX Withdrawn
	  	 	6	 
	LA-1106656R1	 	 [*CTR]
	  	 	1	 
	LA-1106657R1	 	 [*CTR]
	  	 	2	 
	LA-1106663 R1	 	 [*CTR]
	  	 	2	 
	LA-1106664 R1	 	 [*CTR]
	  	 	2	 
	LA-1106658	 	 [*CTR]
	  			
	LA-1106659R1	 	 [*CTR]
	  	 	1	 
	LA-1106660	 	 Spare Parts Initial Provisioning
	  			


  

					
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 TABLE OF CONTENTS, continued 

 


							
	 LETTER AGREEMENTS, continued
	  	SA
NUMBER	 
	 LA-1106661R2
	 	 [*CTR]
	  	 	2	 
	 LA-1106667
	 	 [*CTR]
	  			
	 LA-1106668
	 	 [*CTR]
	  			
	 LA-1106669
	 	 [*CTR]
	  			
	 LA-1106670
	 	 Confidentiality
	  			
	 LA-1106671R1
	 	 Miscellaneous Commitments
	  	 	1	 
	 LA-1106672
	 	 [*CTR]
	  			
	 LA-1106673R1*
	 	 CS1 Special Matters
	  	 	4	 
	 LA-1106677
	 	 [*CTR]
	  			
	 LA-1600073
	 	 [*CTR]
	  	 	4	 
	 LA-1600852
	 	 [*CTR]
	  	 	5	 
	 LA-1603773
	 	 [*CTR]
	  	 	5	 
	 LA-1605402
	 	 [*CTR]
	  	 	6	 
	 LA-1700919
	 	 [*CTR]
	  	 	7	 

  

	* -	This is an intended gap as there are no Letter Agreements LA-1106674 through LA-1106676 incorporated by the Purchase Agreement.



  

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

  
  

AAL-PA-03735-LA-1700919
 
 American Airlines, Inc. 
 P.O. Box
619616 
 Dallas-Fort Worth Airport, Texas 75261-9616 
  

			
	 Subject:
	  	[*CTR]
		
	 Reference:
	  	Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-8 MAX
aircraft (Aircraft)

 This letter agreement (Letter Agreement) is entered into on the date below and amends and supplements
the Purchase Agreement referenced above. All capitalized terms used in but not otherwise defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 

Customer has [*CTR] that Boeing [*CTR] in the Aircraft certain [*CTR] which is more fully described in the options listed in Attachment A
to this Letter Agreement (collectively referred to as [*CTR]) in accordance with the terms and conditions of this Letter Agreement. [*CTR] that is identified in the Detail Specification for the Aircraft is [*CTR] that Boeing is [*CTR] in accordance
with Section 2 below, but is otherwise [*CTR] for purposes of the Purchase Agreement. 
 The [*CTR] during the [*CTR] and manufacture
of the Aircraft to [*CTR] at the time of delivery of the Aircraft. To achieve this, Boeing and Customer will [*CTR] in a manner consistent with (i) the terms and conditions [*CTR]; and (ii) [*CTR]. 

 

	1.	Customer Responsibilities. 

 1.1    [*CTR]. Customer has
[*CTR]. 
 1.2    [*CTR]. Customer will provide [*CTR]. 

1.3    [*CTR]. Customer will [*CTR]. Such [*CTR]: 

1.3.1    specify [*CTR]; 

1.3.2    specify the [*CTR]; and 

1.3.3    require [*CTR]. 

Customer shall [*CTR] 

Additionally, Customer may [*CTR]. 

  

					
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	2.	Boeing Responsibilities. 

 2.1    Boeing shall: 

2.1.1    perform the [*CTR] described in Attachment B to this Letter Agreement; 

2.1.2    assist [*CTR]; 

2.1.3    approve the [*CTR]; 

2.1.4    confirm the [*CTR] 

2.1.5    place [*CTR]; 

2.1.6    manage the [*CTR]; 

2.1.7    pay the [*CTR] 

2.1.8    coordinate [*CTR]; 

2.1.9    provide [*CTR]; 

2.1.10    ensure that the [*CTR]; 

2.1.11    [*CTR] in the Aircraft, in accordance with the terms and conditions of the Purchase Agreement
(including, without limitation, the [*CTR]) the [*CTR]; 
 2.1.12    ensure that at the time of Aircraft
delivery, the [*CTR] referenced in Attachment A to this Letter Agreement; 
 2.1.13    if necessary, and
upon request of Customer, use [*CTR] to assist Customer in causing [*CTR] under the [*CTR] with the objective of delivery of the Aircraft on the delivery date (that is scheduled in accordance with Section 6.1 of the AGTA) with the [*CTR] in the
Aircraft and certified by the FAA; and 
 2.1.14    prior to delivery of the applicable Aircraft, obtain
[*CTR] of the Aircraft with [*CTR]. 
  

	3.	Changes. 

 3.1    Customer and [*CTR] may change the [*CTR] of
Boeing. Customer may [*CTR] at any time, and Boeing shall [*CTR] in a timely manner. Any [*CTR] that Boeing gives to a [*CTR] shall be subject to [*CTR] through Boeing’s [*CTR] of the Purchase Agreement. 

3.2    Boeing and Customer recognize that the [*CTR] nature of the [*CTR] in order to ensure (i) [*CTR] with the
Aircraft and all [*CTR], and (ii) [*CTR] of the Aircraft with the [*CTR]. In such event, Boeing will notify Customer and [*CTR]. If, within [*CTR] as may be mutually agreed in writing) after such notification, (i) Customer and Boeing
[*CTR] or [*CTR] and (ii) so long as Boeing has [*CTR] with Customer to [*CTR], then any [*CTR] in delivery of the Aircraft will be [*CTR] and [*CTR]. The [*CTR] of any mutually agreed [*CTR] may result in Boeing [*CTR] contained in
Attachment A to this Letter Agreement. 

  

					
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 3.3    Boeing’s [*CTR] of the Aircraft as it relates to [*CTR] as described in the
options listed in Attachment A to this Letter Agreement, as such Attachment A may be amended from time to time. 
  

	4.	[*CTR]. 

 4.1    Boeing and Customer agree to follow the sequential
steps identified in this Section 5 to [*CTR]: 
 4.1.1    Boeing shall [*CTR]. 

4.1.2    Within [*CTR] or other course of action. 

4.2    If Boeing and Customer are [*CTR] on an alternate [*CTR] or course of action within such time, the [*CTR] to Boeing
in Section 7 of this Letter Agreement shall apply. 
  

	5.	Proprietary Rights. 

 Boeing’s [*CTR] will not impose upon Boeing any [*CTR]
Customer may have in the [*CTR]. 
  

	6.	Exhibits B and C to the AGTA. 

 [*CTR] for the purposes of
Exhibit B to the AGTA, entitled “Customer Support Document”, and Exhibit C to the AGTA, entitled “Product Assurance Document”.  

 

	7.	Boeing [*CTR]. 

 7.1    If Customer [*CTR] as provided in this Letter
Agreement or if [*CTR] (for any reason [*CTR] under the Boeing Purchase Order terms) to [*CTR] in accordance with the [*CTR], then, in addition to [*CTR], Boeing will 

7.1.1    [*CTR] and 

7.1.1.1    if the [*CTR] of the Exhibit A to the AGTA entitled “Buyer Furnished Equipment Provisions Document”
(AGTA Exhibit A BFE Provisions Document), then the provisions of Article 7, [*CTR], of the AGTA [*CTR]; 

7.1.1.2    if the [*CTR] of the AGTA Exhibit A BFE Provisions Document, then Boeing will [*CTR]; 

7.1.2    [*CTR]; and/or 

7.1.3    [*CTR] by the amount of Boeing’s [*CTR], including but not limited to, (i) [*CTR] by
Boeing, (ii) any [*CTR] as established by Boeing and agreed to by the [*CTR] and (iii) [*CTR]; and [*CTR] from any applicable [*CTR]. 

7.2    Boeing will use [*CTR] described in Section 7.1.3. Notwithstanding the last clause of 7.1.3, Boeing has no
[*CTR]. 

  

					
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 7.3    If Boeing [*CTR] set forth herein, then any [*CTR] of the Aircraft, to the
[*CTR], will be the [*CTR] of Boeing. 
  

	8.	[*CTR]. 

 8.1    Estimated [*CTR]. Boeing and Customer agree
that the [*CTR]. 
 8.2    Aircraft [*CTR]. The Aircraft [*CTR] will be adjusted at the time of Aircraft Delivery
to reflect the [*CTR] and any associated [*CTR] by Boeing to [*CTR] that are otherwise [*CTR] by Boeing. 
  

	9.	[*CTR]. 

 [*CTR] will [*CTR] with Boeing until the Aircraft [*CTR] to Customer. [*CTR]
will remain with the entity that is in [*CTR] prior to Aircraft Delivery. 
  

	10.	Confidential Treatment. 

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

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 If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please
indicate your acceptance and approval below. 
 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ The Boeing Company

		
	Its	 	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	March 2, 2017
	
	AMERICAN AIRLINES, INC. 
		
	By	 	 /s/ American Airlines, Inc.

		
	Its	 	Vice President & Treasurer


  

					
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 Attachment A 

[*CTR] 
 The following
[*CTR] describe(s) the items of equipment that under the terms and conditions of this Letter Agreement are considered to be [*CTR]. Each such [*CTR] is fully described in the [*CTR] as described in Exhibit A to the Purchase Agreement. Final
configuration will be based on Customer acceptance of any or all [*CTR] listed below. 
 [*CTR] Number and Title 

[*CTR] 
 [*CTR] 

[*CTR]
 [*CTR] 

  

					
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 Attachment B 

[*CTR] 
 This Attachment B describes
the functions that Boeing will perform as [*CTR] to support (i) the [*CTR] and (ii) the [*CTR] on the Aircraft. 
  

	1.	[*CTR]. 

 Boeing will perform the following functions [*CTR]. Boeing will have [*CTR]
which, in Boeing’s reasonable opinion, [*CTR]. Boeing will be [*CTR] for: 
  

	 	(i)	[*CTR]; 

  

	 	(ii)	[*CTR]; 

  

	 	(iii)	[*CTR]; 

  

	 	(iv)	[*CTR]; 

  

	 	(v)	[*CTR]; 

  

	 	(vi)	[*CTR]; 

  

	 	(vii)	[*CTR]; and 

  

	 	(viii)	[*CTR]. 

  

	2.	[*CTR]. 

 Boeing’s [*CTR] will include the functions of [*CTR]. As [*CTR], Boeing
will perform the following functions: 
  

	 	(i)	as required, [*CTR]; 

  

	 	(ii)	[*CTR] Boeing, Customer and [*CTR]; and 

  

	 	(iii)	[*CTR]. 


  

					
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