EX-10.4



 Exhibit 10.4 
 Supplemental Agreement No. 33 
 to 

Purchase Agreement No. 1980 
 between 
 The Boeing Company 

and 
 AMERICAN
AIRLINES, INC 
 Relating to Boeing Model 777 Aircraft 
 THIS SUPPLEMENTAL AGREEMENT No. 33, entered into as of February 1, 2013, (SA-33) by and 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. 1980 dated as of October 31, 1997, as amended and
supplemented, relating to Boeing Model 777 aircraft (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement; and 

WHEREAS, Boeing and Customer desire to specify an order of precedence for assignment provisions within the Purchase Agreement, as further
amended herein, and therefore Boeing and Customer have concurrently herewith executed Letter Agreement AAL-LA-1106678 entitled “Assignment Matters” (Assignment Letter); 

NOW THEREFORE, in consideration of the mutual covenants herein contained the parties agree to amend the Purchase Agreement through the
concurrent execution of the Assignment Letter and this SA 33 to reflect the order of precedence for the assignment provisions and as follows: 
  

	 	(a)	[*CTR] 

  

	 	(b)	The Table of Contents is deleted in its entirety and replaced with a revised Table of Contents, attached hereto, which sets forth the appropriate SA 33 references. The
revised Table of Contents is hereby made part of the Purchase Agreement 


  

					
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 The Purchase Agreement will be deemed to be amended to the extent provided herein and as so
amended will continue in full force and effect. In the event of any inconsistency between the above provisions and the provisions contained in the referenced exhibits to this SA-33, the terms of the exhibits will control. 

EXECUTED IN DUPLICATE as of the day and year first above written. 
  

									
	THE BOEING COMPANY	 		 	AMERICAN AIRLINES, INC.
					
	By:	 	/s/ The Boeing Company	 		 	By:	 	/s/ American Airlines, Inc.


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


									
					
	Its:	 	Attorney-In-Fact	 		 	Its:	 	VP Corporate Development and Treasurer


  

					
	P.A. No. 1980	 	SA-33	 	Page 2
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 TABLE OF CONTENTS 

 

					
	 ARTICLES
	 	 	  	PAGE & SA NUMBER
	1.	 	 Quantity, Model and Description
	  	1, SA-20
	2.	 	 Delivery Schedule
	  	1, SA-20
	3.	 	 Price
	  	1, SA-20
	4.	 	 Payment
	  	2, SA-20
	5.	 	 Miscellaneous
	  	2, SA-20
			
	 TABLE
	 	 	  	SA NUMBER
	1.	 	 777-200ER Aircraft Delivery, Description, Price and Advance Payments ([*CTR] Deliveries)
Jul. [*CTR] Airframe Base
Year
Jul. [*CTR] Engine Base Year
	  	Original Purchase
Agreement, SA-3,
SA-17, SA-18,
SA-26 & SA-31
			
	1-1.	 	 777-200IGW Aircraft Information Table: 1999 Deliveries
Jul. 1995 Airframe & Engine Base Year
	  	SA-1
			
	1-2.	 	 777-200IGW Aircraft Information Table: 2000-2001 Deliveries
Jul. 1995 Airframe & Engine Base Year
	  	SA-2 & SA-6
			
	1-3.	 	 777-200IGW Aircraft Information Table: 2000-2001 Deliveries
Jul. 1995 Airframe Base Year
Jul. 1997 Engine Base
Year
	  	SA-4, SA-5,
SA-6, SA-7 &
SA-9
			
	1-4.	 	 777-200IGW Aircraft Information Table: 2000-2001 Deliveries
Jul. 1995 Airframe Base Year
Jul. 1998 Engine Base
Year
	  	SA-5, SA-6 &
SA-9
			
	1-5.	 	 777-223IGW Aircraft Information Table: 2001-2002 Deliveries
Jul. 1995 Airframe Base Year
Jul. 1999 Engine Base
Year
	  	SA-10, SA-11,
SA-12 & SA-15
			
	1-6.	 	 777-200IGW Aircraft Information Table: 2003 Deliveries
Jul. 1995 Airframe Base Year
Jul. 1995 Engine Base
Year
	  	SA-13
			
	1-7.	 	 777-323ER Aircraft Delivery, Description, Price and Advance Payments (November 2012 – July 2013 Deliveries)
Jul. [*CTR]
Airframe Base Year
	  	SA-25, SA-26,
SA-28, SA-31
			
	1-8. 	 	 777-323ER Aircraft Delivery, Description, Price and Advance Payments (December [*CTR] and [*CTR] Deliveries)
Jul. [*CTR]
Airframe Base Year
	  	SA-32


  

			
	P.A. No. 1980	 	SA-33
	Table of Contents	 	Page 1

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 TABLE OF CONTENTS, continued 
  

					
	 TABLE
	 	 	  	SA NUMBER
	2.	 	 777-223IGW Aircraft Information Table: 2009-2010 Deliveries
Jul. 1995 Airframe Base Year
Jul. 2001 Engine Base
Year
	  	SA-15 &
SA-16
	3.	 	 777-223IGW Aircraft Information Table: 2006-2010 Deliveries
Jul. 1995 Airframe Base Year [*CTR]
Jul. 2001 Engine Base
Year
	  	SA-15 &
SA-16
			
	 EXHIBIT
	 	 	  	SA NUMBER
	A.	 	 Aircraft Configuration
	  	
	A1.	 	 Aircraft Configuration – 777-323ER
            WITHDRAWN
	  	SA-31
	A2.	 	 Aircraft Configuration – 777-323ER
	  	SA-28
	 B.
	 	Aircraft Delivery Requirements and Responsibilities	  	SA-20
	 C.
	 	Defined Terms	  	SA-20
		
	 SUPPLEMENTAL EXHIBITS
	  	SA NUMBER
	 AE1.
	 	 Escalation Adjustment Airframe and Optional Features - 777-323ER
	  	SA-20
	 BFE1.
	 	 BFE Variables
	  	
	 BFE1-2.
	 	 BFE Variables - 777-323ER
	  	SA-25, SA-26,
SA-28
	 CS1.
	 	 Customer Support Variables
	  	
	 CS1-2
	 	 Customer Support Variables - 777-323ER
	  	SA-20
	 SLP1
	 	 Service Life Policy Components
	  	
	 EE1-BR1.
	 	 Engine Escalation and Engine Warranty
	  	SA-15
	 EE1-2.
	 	 Engine Escalation, Engine Warranty and Patent Indemnity – 777-323ER
	  	SA-20

  

							
		
	 LETTER AGREEMENTS
	  	PA or SA
NUMBER	 
	 6-1162-AKP-070
	 	 Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft
	  			
	 6-1162-AKP-071R1
	 	 Purchase Obligations
Terminated Per AAL-PA-1977-LA-1105595
	  	 	PA3219	  


  

			
	P.A. No. 1980	 	SA-33
	Table of Contents	 	Page 2

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 TABLE OF CONTENTS, continued 
  
  

					
	 LETTER AGREEMENTS
	 	 	  	PA or SA
NUMBER
	6-1162-AKP-072R3	 	 [*CTR]
Terminated Per AAL-PA-1977-LA-1105595
	  	
	6-1162-AKP-073R1	 	 Accident Claims and Litigation
	  	PA3219
	6-1162-AKP-109R3	 	 Business Considerations
	  	SA-20
	6-1162-AKP-110R3	 	 Aircraft Purchase Rights and Substitution Rights
	  	SA-20
	Attachment A	 	 Description and Price for Eligible Models
	  	SA-20
	Attachment B	 	 Information Regarding MADP Rights
	  	SA-31
	Attachment C	 	 Information Regarding QADP Rights
	  	SA-32
	Attachment D	 	 Forms of Purchase Agreement Supplement
	  	SA-20
	Attachment E	 	 Letter Agreements
	  	SA-20
	Attachment F	 	 Information regarding MADP and QADP Rights if no 787s are reconfirmed
	  	SA-20
	6-1162-AKP-111	 	 Aircraft Performance Guarantees
	  	
	AAL-PA-1980-LA-1003346	 	 Aircraft Performance Guarantees - 777-323ER
	  	SA-20
	AAL-PA-1980-LA-04205R4	 	 Aircraft Performance Guarantees – 777-323ER
	  	SA-28
	6-1162-AKP-112	 	 Spares Matters
	  	
	6-1162-AKP-113	 	 Model 777 Miscellaneous Commitments
	  	
	6-1162-AKP-114R1	 	 Installation of Cabin Systems Equipment
	  	SA-22
	AAL-PA-1980-LA-1003493	 	 Installation of Cabin Systems Equipment – 777-323ER
	  	SA-20
	6-1162-AKP-115	 	 Component and System Reliability Commitments
	  	
	6-1162-AKP-116	 	 Price Adjustment on Rolls-Royce Engines
	  	
	6-1162-AKP-117	 	 Delivery Schedule
	  	
	6-1162-AKP-118R2	 	 Confidentiality
	  	SA-20
	6-1162-AKP-204	 	 Multiple Operating Weight Program Model 777-200IGW Aircraft
	  	SA-6
	AAL-PA-1980-LA-1003536R1	 	 Multiple Operating Weight Program, Model 777-323ER Aircraft
	  	SA-21
	AAL-PA-1980-LA-1003344	 	 Open Configuration Matters -777-323ER
	  	SA-20
	AAL-PA-1980-LA-1104563	 	 Performance Guarantees for Rights Aircraft
	  	SA-23
	AAL-PA-1980-LA-1105629	 	 Advance Payments and Permitted Transactions
	  	SA-25


  

			
	P.A. No. 1980	 	SA-33
	Table of Contents	 	Page 3

 BOEING PROPRIETARY

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 TABLE OF CONTENTS, continued 
  

					
	 LETTER AGREEMENTS
	 	 	  	PA or SA
NUMBER
	AAL PA 1980-LA-1207588	 	 [*CTR] for Undelivered Aircraft
	  	SA-30
	AAL-PA-1980-LA-1208920	 	 Delivery Flexibility for [*CTR] Purchase Rights
	  	SA-30

	AAL-LA-1106678	 	 Assignment Matters
	  	SA-33


  

			
	P.A. No. 1980	 	SA-33
	Table of Contents	 	Page 4

 BOEING PROPRIETARY

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