EX-10.2



 Exhibit 10.2 

Supplemental Agreement No. 37 

to 
 Purchase Agreement
No. 1980 
 between 
 The
Boeing Company 
 and 
 AMERICAN
AIRLINES, INC 
 Relating to Boeing Model 777 Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 37, entered into this 31st day of July, 2015,
(SA-37) 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
(Customer); 
 RECITALS: 

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 in such Purchase Agreement; and 

WHEREAS, Customer and Boeing mutually desire to revise the delivery of certain MADP and QADP rights as follows: 

a) to convert two (2) QADP Rights with delivery in [*CTR] ([*CTR] QADP Rights) into [*CTR] MADP Rights with deliveries in
[*CTR] ([*CTR] MADP Rights) as follows: 
  

					
	 Item No.
	 	 Prior to SA-37
	 	 Pursuant to SA-37

	 [*CTR]
	 	QADP, [*CTR]	 	MADP, [*CTR]
	 [*CTR]
	 	QADP, [*CTR]	 	MADP, [*CTR]


  

			
	 PA No. 1980
	  	SA-37

 Page 1 

Boeing Proprietary 
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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 referencing SA-36 in the footer is
deleted in its entirety and is replaced with a new Table of Contents (attached hereto) referencing SA-37 in the footer. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor. 

 

	2.	Revision of Attachment B to Letter Agreement No. 6-1162-AKP-110R3: 


Attachment B entitled “Information Regarding MADP Rights to Letter Agreement No. 6-1162-AKP-110R3” is deleted in its entirety and replaced with the similarly titled Attachment B (attached hereto) referencing SA-37 (Revised
Attachment B) in the footer to incorporate the conversion of the [*CTR] QADP Rights into the [*CTR] MADP Rights with the Exercise Date and Delivery Date as specified in Revised Attachment B. Revised Attachment B is hereby incorporated into
the Purchase Agreement in replacement of its predecessor. 
  

	3.	Revision of Attachment C to Letter Agreement No. 6-1162-AKP-110R3: 


Attachment C entitled “Information Regarding QADP Rights to Letter Agreement No. 6-1162-AKP-110R3” is deleted in its entirety and replaced with the similarly titled Attachment C (attached hereto) referencing SA-37 in the footer
(Revised Attachment C) to incorporate the conversion of the [*CTR] QADP Rights into the [*CTR] MADP Rights by eliminating the [*CTR] QADP Rights from Revised Attachment C. 

 

	4.	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. 

The rest of this page is left intentionally blank. 

  

			
	PA No. 1980	  	SA-37

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Boeing Proprietary 
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PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 








 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:	 	Vice President Fleet Planning


  

			
	PA No. 1980	  	SA-37

 Signature Page 

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








 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
		 	 Terminated
	  	SA-35
			
	 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
	  	SA-25, SA-26,
		 	 (November 2012 – July 2013 Deliveries)

Jul. [*CTR] Airframe Base Year
	  	SA-28, SA-31
			
	 1-8.
	 	 777-323ER Aircraft Delivery, Description, Price and Advance Payments
	  	SA-36
		 	 (December [*CTR] and [*CTR] Deliveries)

Jul. [*CTR] Airframe Base Year
	  	


  

			
	PA No. 1980	  	SA-37

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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
	6-1162-AKP-072R3	  	 [*CTR]

Terminated Per AAL-PA-1977-LA-1105595
	  	
	
6-1162-AKP-073R1
	  	 Accident Claims and Litigation
	  	PA3219


  

			
	PA No. 1980	  	SA-37

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 TABLE OF CONTENTS, continued 

 


					
	 LETTER AGREEMENTS
	  	PA or SA
NUMBER
	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-37
	Attachment C	  	 Information Regarding QADP Rights
	  	SA-37
	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
	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


  

			
	PA No. 1980	  	SA-37

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 Attachment B to Letter Agreement 6-1162-AKP-110R3 (Model 777) 

Information Regarding MADP Rights 
  

					
	 MSN or Item #
	 	 Exercise Date
	 	 Delivery Month/Year

	 41665
	 	[*CTR]	 	[*CTR]
	 31546
	 	[*CTR]	 	[*CTR]
	 31547
	 	[*CTR]	 	[*CTR]
	 33125
	 	[*CTR]	 	[*CTR]
	 41666
	 	[*CTR]	 	[*CTR]
	 67680
	 	[*CTR]	 	[*CTR]
	 71939
	 	[*CTR]	 	[*CTR]
	 71940
	 	[*CTR]	 	[*CTR]
	 101794
	 	[*CTR]	 	[*CTR]
	 71942
	 	[*CTR]	 	[*CTR]
	 67655
	 	[*CTR]	 	[*CTR]
	 181030
	 	[*CTR]	 	[*CTR]
	 181031
	 	[*CTR]	 	[*CTR]


  

					
	PA No. 1980	  		  	SA-37
	Attachment B to Letter Agreement 6-1162-AKP-110R3	  	Page 1 of 1
	[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]









 Attachment C to Letter Agreement 6-1162-AKP-110R3 (Model 777) 

Information Regarding QADP Rights 
  

							
	 MSN or Item

Number
	 	 Exercise Date
	 	 Delivery Quarter
	 	 
	101789	 	9/30/10	 	[*CTR]	 	
	31543	 	SA-20	 	[*CTR]	 	
	101790	 	3/31/11	 	[*CTR]	 	SA-21
	41668	 	SA-23	 	[*CTR]	 	
	31548	 	SA-25	 	[*CTR]	 	
	41669	 	[*CTR]	 	[*CTR]	 	SA-27
	68870	 	[*CTR]	 	[*CTR]	 	SA-21
	31553	 	SA-31	 	[*CTR]	 	SA-31
	33127	 	SA-31	 	[*CTR]	 	SA-31
	68872	 	SA-32	 	[*CTR]	 	SA-32
	68870	 	SA-34	 	[*CTR]	 	SA-34
	101801	 	[*CTR]	 	[*CTR]	 	
	101790	 	[*CTR]	 	[*CTR]	 	SA-29
	101798	 	[*CTR]	 	[*CTR]	 	SA-36
	181032	 	[*CTR]	 	[*CTR]	 	SA-36
	68864	 	[*CTR]	 	[*CTR]	 	SA-36
	71938	 	[*CTR]	 	[*CTR]	 	SA-36

  

	Note:	Per SA-37, Item Numbers 181030 and 181031 are defined as the [*CTR] QADP Rights (which prior to SA-37 reflected a Delivery Quarter of [*CTR]) and are hereby converted to MADP Rights defined in SA-37 as the [*CTR] MADP
Rights by eliminating the [*CTR] QADP Rights from this Revised Attachment C. 


  

					
	 PA No. 1980
	  		  	SA-37
	Attachment C to Letter Agreement 6-1162-AKP-110R3	  	Page 1 of 1
	[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]