EX-10.4



 Exhibit 10.4 

Amendment No. 8 
 to the 

Amended and Restated Airbus A350 XWB Purchase Agreement 

dated as of October 2, 2007 

between 
 AIRBUS S.A.S. 

and 
 AMERICAN AIRLINES, INC. 

This Amendment No. 8 to the Amended and Restated Airbus A350 XWB Purchase Agreement between Airbus S.A.S. and American Airlines, Inc.
(this “Amendment”) is entered into as of July 18, 2016 by and between Airbus S.A.S., a société par actions simplifiée, organized and existing under the laws of the Republic of France, having its
registered office located at 1, rond-point Maurice Bellonte, 31700 Blagnac, France (the “Seller”), and American Airlines, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America,
having its principal corporate offices located at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, U.S.A., as successor by merger to US Airways, Inc. (the “Buyer”). 

W I T N E S S E T H 
 WHEREAS,
the Buyer and the Seller entered into an Amended and Restated Airbus A350 XWB Purchase Agreement, dated as of October 2, 2007 (together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or
supplemented from time to time, hereinafter called the “Agreement”); 
 WHEREAS, the Buyer and the Seller entered into an
Airbus A320 Family Aircraft Purchase Agreement, dated as of July 20, 2011 (together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time, hereinafter called the
“Airbus A320 Agreement”); 
 WHEREAS, the Buyer and the Seller have agreed to amend the Scheduled Delivery Months
applicable to the Aircraft as set forth herein; and 
 WHEREAS, the Buyer and the Seller have agreed to amend certain additional terms of
the Agreement as set forth herein. 
 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 

Capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms
“herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment. 








	1.	DELIVERY 

  

	1.1	The Seller and the Buyer agree to reschedule the Scheduled Delivery Month of each of the twenty (20) Aircraft identified in Clause 9.1.1 of the Agreement with CAC ID Numbers [*CTR] 


 

	1.2	Clause 9.1.1 of the Agreement is hereby deleted and restated to read in its entirety as follows: 


QUOTE 
 9.1.1 Subject to any delay
contemplated by Clauses 2, 7, 8, 10, 11.2, 18 or 21.2 of this Agreement, the Seller will have the Aircraft Ready for Delivery at the Delivery Location within the following months (each, a “Scheduled Delivery Month”). 

 

									
	 Year
	  	Original CAC
ID Number	  	New CAC ID
Number	  	 Aircraft
	  	Scheduled
Delivery Month
	2018	  	[*CTR]
 [*CTR]
	  	[*CTR]
 [*CTR]
	  	 A350-900 XWB Aircraft
 A350-900 XWB
Aircraft
	  	[*CTR]
 [*CTR]

	2019	  	[*CTR]
 [*CTR]

[*CTR]
 [*CTR]

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

[*CTR]
 [*CTR]

[*CTR]
	  	 A350-900 XWB Aircraft
 A350-900 XWB
Aircraft
 A350-900 XWB Aircraft
 A350-900 XWB Aircraft

A350-900 XWB Aircraft
	  	[*CTR]
 [*CTR]

[*CTR]
 [*CTR]

[*CTR]

	2020	  	[*CTR]
 [*CTR]
[*CTR]
[*CTR]
[*CTR]
	  	[*CTR]
 [*CTR]
[*CTR]
[*CTR]
[*CTR]
	  	 A350-900 XWB Aircraft
 A350-900 XWB
Aircraft
 A350-900 XWB Aircraft
 A350-900 XWB Aircraft

A350-900 XWB Aircraft
	  	[*CTR]
 [*CTR]
[*CTR]
[*CTR]
[*CTR]

	2021	  	[*CTR]
 [*CTR]

[*CTR]
 [*CTR]

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

[*CTR]
 [*CTR]

[*CTR]
	  	 A350-900 XWB Aircraft
 A350-900 XWB
Aircraft
 A350-900 XWB Aircraft
 A350-900 XWB Aircraft

A350-900 XWB Aircraft
	  	[*CTR]
 [*CTR]

[*CTR]
 [*CTR]

[*CTR]

	2022	  	[*CTR]
 [*CTR]

[*CTR]
 [*CTR]

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

[*CTR]
 [*CTR]

[*CTR]
	  	 A350-900 XWB Aircraft
 A350-900 XWB
Aircraft
 A350-900 XWB Aircraft
 A350-900 XWB Aircraft

A350-900 XWB Aircraft
	  	[*CTR]
 [*CTR]

[*CTR]
 [*CTR]

[*CTR]

	TOTAL	  	22	  		  		  	

 UNQUOTE 
  

	1.3	Appendix B to the Amended and Restated Letter Agreement No. 12 to the Agreement dated as of December 20, 2013 is hereby deleted in its entirety and replaced with the Appendix B attached hereto as Exhibit A.



  

			
	 AA – Amendment No. 8 to
 Amended and
Restated Airbus A350 XWB Purchase Agreement
	  	
		  	CONFIDENTIAL        
	 2/6

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











	2.	PREDELIVERY PAYMENTS 

 [*CTR] 

 

	3.	ESCALATION CAP 

  

	3.1	Paragraph 2.1 of Third Amended and Restated Letter Agreement No. 5 is hereby deleted in its entirety and restated to read as follows: 


QUOTE 
 [*CTR] 

UNQUOTE 
  

	3.2	Paragraph 2.4 of Third Amended and Restated Letter Agreement No. 5 is hereby deleted in its entirety and restated to read as follows: 


QUOTE 
 [*CTR] 

UNQUOTE 
  

	4.	SCN PREDELIVERY PAYMENT 

 Clause 5.2.5 of the Agreement is hereby amended by
adding the following quoted text immediately after the word “request” in the first sentence: 
 QUOTE 

(with reasonable notice provided to the Buyer) 

UNQUOTE 
  

	5.	EFFECT OF AMENDMENT 

  

	5.1	Upon execution, this Amendment will constitute a valid amendment to the Agreement and the Agreement will be deemed to be amended to the extent herein provided and, except as specifically amended hereby, will continue in
full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments or representations whatsoever, whether oral or written, related to the subject matter of this Amendment, including, but
not limited to, the provisions of that certain letter agreement, dated July 8, 2016, between the Buyer and the Seller (it being acknowledged and agreed by the parties that, upon execution of this Amendment and without further act, such letter
agreement is void and has no force or effect whatsoever). 


  

			
	 AA – Amendment No. 8 to
 Amended and
Restated Airbus A350 XWB Purchase Agreement
	  	
		  	CONFIDENTIAL        
	 3/6

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











	5.2	Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement, that the provisions of the Agreement are hereby incorporated herein by reference, and that this Amendment will be
governed by the provisions of the Agreement, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern. 


 

	6.	CONFIDENTIALITY 

 This Amendment is subject to the confidentiality provisions set
forth in Clause 22.7 of the Agreement. 
  

	7.	GOVERNING LAW 

 The governing law shall be as set forth in Clause 22.4 of the
Agreement. 
  

	8.	COUNTERPARTS 

 This Amendment may be signed in any number of separate
counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one and the same instrument. 

  

			
	 AA – Amendment No. 8 to
 Amended and
Restated Airbus A350 XWB Purchase Agreement
	  	
		  	CONFIDENTIAL        
	 4/6











											
		 	If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.
			
		 	AMERICAN AIRLINES, INC.	 	AIRBUS S.A.S.
						
		 	By:	 	 /s/ Thomas T. Weir
	 		 	By:	 	 /s/ Christophe Mourey

						
		 	Its:	 	 Vice President and Treasurer
	 		 	Its:	 	 Senior Vice President Contracts



  

			
	 AA – Amendment No. 8 to
 Amended and
Restated Airbus A350 XWB Purchase Agreement
	  	
		  	CONFIDENTIAL        









 APPENDIX B TO 

THE AMENDED AND RESTATED LETTER AGREEMENT NO. 12 

Planning for the delivery of the A350-900/Trent XWB 84,000 lb aircraft: 

 

					
	 Scheduled Delivery Quarter
	  	Year	  	Quantity
			
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  		  	[*CTR]


  

			
	 AA – Amendment No. 8 to
 Amended and
Restated Airbus A350 XWB Purchase Agreement
	  	
		  	CONFIDENTIAL        
	 [*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]