EX-10.2



 Exhibit 10.2 

SUPPLEMENTAL AGREEMENT NO. 5 

to 
 Purchase Agreement
No. 03735 
 between 

THE BOEING COMPANY 
 and

 AMERICAN AIRLINES, INC. 

Relating to Boeing Model 737 MAX Aircraft 

This SUPPLEMENTAL AGREEMENT No. 5 (SA-5), entered into as of August   8  , 2016
(SA-5 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-1600852 entitled “[*CTR]”;

 WHEREAS, Customer and Boeing desire to add Letter Agreement AAL-PA-03735-LA-1603773 entitled “[*CTR]”; and 

  

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

	1	Table of Contents. 

 The “Table Of Contents” to the Purchase Agreement
referencing SA-4 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-5 in the footer to reflect changes made to the Purchase Agreement by this SA-5. Such new
Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor. 
  

	2	Letter Agreement. 

 4.1 Letter Agreement No. AAL-PA-03735-LA1600852 entitled
“[*CTR]” is hereby incorporated into the Purchase Agreement (New Letter Agreement 1600852). 
 4.2 Letter Agreement
No. AAL-PA-03735-LA-1603773 entitled “[*CTR]” is hereby incorporated into the Purchase Agreement (New Letter Agreement 1603773). 
  

	3	Miscellaneous. 

 3.1 The Purchase Agreement is amended as set forth above, by the revised
Table of Contents, the New Letter Agreement 1600852, and the New Letter Agreement 1603773. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect. 

[This space intentionally left blank] 

  

			
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	AGREED AND ACCEPTED this	 		 	
			
	 August 8, 2016
	 		 	
	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


  

			
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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	  			
			
	 1R2.
	 	 Aircraft Information Table
	  	 	4	  
		
	EXHIBITS	  			
			
	 A.
	 	 Aircraft Configuration
	  			
	 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-1106648
	 	 Special Matters
	  			
	 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
	  			
	 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 

 


							
	 	 	 	  	SA
NUMBER	 
	LETTER AGREEMENTS, continued	  			
			
	 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	  

  

	* -	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-1600852 
 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 that [*CTR]; 

1.3.3 specify the [*CTR]; 

1.3.4 require [*CTR]; and 

1.3.5 require [*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 place, [*CTR] and which shall also include a statement that [*CTR]; additionally the [*CTR]; 

2.1.5 notify Customer as soon as possible [*CTR]; 

2.1.6 manage all [*CTR]; 

2.1.7 coordinate [*CTR]; 

2.1.8 provide Aircraft [*CTR]; 

2.1.9 ensure that the [*CTR]; 

2.1.10 [*CTR] in the Aircraft, in accordance with the terms and conditions of the Purchase Agreement (including, without
limitation, the [*CTR]) the [*CTR] identified in Section 3.1 of this Letter Agreement; 
 2.1.11 ensure that at the time
of Aircraft delivery, the [*CTR] referenced in Attachment A to this Letter Agreement; 
 2.1.12 if necessary, and upon
request of Customer, use commercially [*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 [*CTR] in
the Aircraft and certified by the FAA; and 
 2.1.13 prior to delivery of the applicable Aircraft, obtain [*CTR] of the
Aircraft with [*CTR], including the [*CTR] identified in Section 3.1 of this Letter Agreement. 
  

	3.	[*CTR]. [*CTR] may contain [*CTR] of the following two (2) types: 

 3.1
[*CTR]. The [*CTR] required to [*CTR] on the Aircraft is the [*CTR] and is part of the [*CTR]. 
 3.2 Customer’s [*CTR].
The [*CTR] to the Aircraft [*CTR] and is not part of the [*CTR]. 
 3.2.1 As between Customer and Boeing, Customer is solely
responsible for specifying the [*CTR] and ensuring that Customer’s [*CTR] meets such [*CTR]. Customer and the [*CTR] Customer’s [*CTR] will have total responsibility for the [*CTR] of any of Customer’s [*CTR]. 

  

			
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 3.2.2 The [*CTR] of
any Customer’s [*CTR] or the lack of any [*CTR] will not be a valid condition for Customer’s [*CTR] at the time of Aircraft delivery. 

3.2.3 Boeing has no [*CTR] to support Customer’s [*CTR]. Boeing will only [*CTR] if in Boeing’s reasonable opinion
such [*CTR] is necessary to [*CTR] on the Aircraft. 
 3.2.4 Boeing shall not be responsible for [*CTR] for Customer’s
[*CTR]. 
  

	4.	Changes. 

 4.1 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. 

4.2 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] therein. 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. 
 4.3 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. 
  

	5.	[*CTR]. 

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

5.1.2 Within [*CTR] Boeing and Customer shall [*CTR] or other course of action. 

5.2 If Boeing and Customer are [*CTR] on an alternate [*CTR] or course of action within such time, the [*CTR] to Boeing in Section 8 of
this Letter Agreement shall apply. 
  

	6.	Proprietary Rights. 

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

  

			
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	7.	Exhibits B and C to the AGTA. 

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

	8.	Boeing [*CTR]. 

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

8.1.1 [*CTR] and 

8.1.1.1 if the [*CTR] to Section 5.1 of the Exhibit A to the AGTA entitled “Buyer Furnished Equipment Provisions Document”
(AGTA Exhibit A BFE Provisions Document), then the provisions of [*CTR]; 
 8.1.1.2 if the [*CTR] pursuant to Section 5.2 of
the AGTA Exhibit A BFE Provisions Document, then Boeing will [*CTR]; 
 8.1.2 [*CTR]; and/or 

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

8.2 Boeing will use [*CTR] described in Section 8.1.3. Notwithstanding the last clause of 8.1.3, Boeing has no [*CTR]. 

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

 

	9.	[*CTR]. 

 Estimated [*CTR]. An [*CTR] by Boeing has been included in the Aircraft
[*CTR] to establish the [*CTR] for each Aircraft. The [*CTR] in Table 1(R1) will be adjusted at time of execution of Supplemental Agreement SA-5 to [*CTR]. 
  

	10.	[*CTR]. 

 [*CTR] will at all times [*CTR] with Customer [*CTR] and Boeing will have
[*CTR] have, but will not be [*CTR]. 
  

	11.	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:	 	 August 8, 2016

	
	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] 

[*CTR] 
 [*CTR] 

[*CTR] 
 [*CTR] 

[*CTR] 
 [*CTR] 

[*CTR] 
 [*CTR] 

[*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]. 

  

	3.	[*CTR]. 

  

	 	(i)	Boeing will [*CTR]. 

  

	 	(ii)	The [*CTR] and Boeing. 

  

	 	(iii)	The [*CTR]. 


  

			
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	  	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
  

AAL-PA-03735-LA-1603773 
 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 MAX
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. 
  

	1.	[*CTR]. 

 1.1 In consideration of Customer [*CTR] on the 737 MAX aircraft, at the time of
delivery of each Boeing Model 737-8 MAX aircraft [*CTR] in which Customer [*CTR] to Letter Agreement No. AAL-PA-03735-LA-110651 entitled “[*CTR]”, if Customer [*CTR] contained in MP [*CTR] entitled [*CTR] and more particularly
identified in the table below, Boeing [*CTR]. 
  

							
	 	  	 [*CTR]

	 	  	 Description
	  	 Workscope

	1	  	[*CTR]	  	-    [*CTR]	  	
		  		  	-    [*CTR]	  	
		  		  	-    [*CTR]	  	
	2	  	[*CTR]	  	-    [*CTR]	  	
	3	  	[*CTR]	  	-    [*CTR]	  	

 1.2 In order to [*CTR] set forth in paragraph 1.1., above, Customer [*CTR] on the applicable Aircraft. 

1.3 The [*CTR] will be [*CTR] set forth in Supplement Exhibit AE1 to the Purchase Agreement. 

1.4 Customer will be [*CTR], in whole or in part, (i) [*CTR], and/or (ii) [*CTR]. 

  

			
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	2.	[*CTR]. 

 Additionally, if Customer [*CTR], in the event the [*CTR], Boeing will [*CTR].
The [*CTR] purchased by Customer until the [*CTR] of the Aircraft at which [*CTR]. 
  

	3.	Confidentiality. 

 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”. 
  

	4.	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, without the prior written consent of Boeing, except to
the extent permissible under the terms of the AGTA. 

  

			
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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:	 	 August 8, 2016

	
	AMERICAN AIRLINES, INC.
		
	By:	 	 /s/ American Airlines, Inc.

		
	Its:	 	 Vice President & Treasurer



  

			
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