Supplemental Agreement No. 29 to Purchase Agreement No. 1980



 Exhibit 10.1 
 Supplemental Agreement No. 29 
 to 

Purchase Agreement No. 1980 
 between 
 The Boeing Company 

and 
 AMERICAN
AIRLINES, INC 
 Relating to Boeing Model 777 Aircraft 
 THIS SUPPLEMENTAL AGREEMENT, entered into this 12_ day of March , 2012, (SA-29) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington,
(Boeing) and American Airlines, Inc. (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 (the Purchase Agreement) (capitalized terms used herein without definition shall have the meanings specified therefor in such Purchase Agreement); and 

WHEREAS, Customer and Boeing have agreed pursuant to Letter Agreement No. 6-1162-AKP-110R3 entitled “Aircraft Purchase Rights
and Substitution Rights” (777 Aircraft Purchase & Substitution Rights Letter), among other things, to: 
 a) revise the delivery position of one specified MADP Right (the Revised MADP Right) as follows: 
  

			
	 Prior to SA-29
	 	 Pursuant to SA-29

	 [CONFIDENTIAL PORTION

OMITTED AND FILED

SEPARATELY WITH THE

COMMISSION PURSUANT TO

A REQUEST FOR

CONFIDENTIAL TREATMENT]
	 	 [CONFIDENTIAL PORTION

OMITTED AND FILED

SEPARATELY WITH THE COMMISSION PURSUANT TO

A REQUEST FOR

CONFIDENTIAL TREATMENT]


 b) revise the delivery positions of the following specified QADP Rights (Revised QADP Rights)
as follows: 

  

					
	P.A. No. 1980	  	1	  	SA-29

 BOEING PROPRIETARY










			
	 Prior to SA-29
	  	 Pursuant to SA-29

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

quarter of

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
	  	 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
  
 quarter of
 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

	 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
  
 quarter of
 [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
  
 quarter of

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


 c) convert two MADP Rights (Former [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MADP Rights) into two QADP Rights, each with an option exercise date of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Quarter [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] QADP Rights). 

 

			
	 Prior to SA-29
	  	 Pursuant to SA-29

	 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
	  	 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
  
 quarter of

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



  

					
	P.A. No. 1980	  	2	  	SA-29

 BOEING PROPRIETARY










			
	 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
	 	 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
  
 quarter of
 [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


 d) convert one QADP Right (Former QADP Right) into an MADP Right with an option exercise
date of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (New MADP Right). 
  

			
	 Prior to SA-29
	 	 Pursuant to SA-29

	 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
  
 quarter of
 [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	 	 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]


 NOW THEREFORE, In consideration of the mutual covenants herein contained, the parties agree to amend the Purchase
Agreement as follows: 
  

	1.	Table of Contents: 

 The
“Table of Contents” to the Purchase Agreement is deleted in its entirety and a revised “Table of Contents,” attached hereto and identified with an “SA-29” legend, is substituted in lieu thereof to reflect
the changes made by this SA-29. 

  

					
	P.A. No. 1980	  	3	  	SA-29

 BOEING PROPRIETARY










	2.	Attachments B and C 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 a revised Attachment B (Revised Attachment
B), attached hereto, is substituted in lieu thereof. 
 Attachment C entitled “Information Regarding QADP Rights to
Letter Agreement No. 6-1162-AKP-110R3” is deleted in its entirety and a revised Attachment C (Revised Attachment C), attached hereto, is substituted in lieu thereof. 

Revised Attachment B incorporates revisions that: 
  

	 	a)	specify the revised delivery position of the Revised MADP Right; 

  

	 	b)	incorporate the conversion of each of the two Former [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] MADP Rights into two [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Quarter [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] QADP Rights by eliminating each of the two Former [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] MADP Rights from Revised Attachment B; and


  

	 	c)	incorporate the conversion of the Former QADP Right into the New MADP Right by adding the New MADP Right to Revised Attachment B. 


Revised Attachment C incorporates revisions that: 
  

	 	a)	specify the revised delivery positions of each of the two Revised QADP Rights; 


 

	 	b)	incorporate the conversion of each of the two Former [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] MADP Rights into two [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Quarter [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] QADP Rights by adding each of the two [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Quarter [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] QADP Rights to Revised Attachment C; and 

  

	 	c)	incorporate the conversion of the Former QADP Right into the New MADP Right by eliminating the Former QADP Right from Revised Attachment C. 


 

	3.	Customer Chapter 11: 


  

					
	P.A. No. 1980	  	4	  	SA-29

 BOEING PROPRIETARY









 Boeing acknowledges that Customer is a debtor in possession under chapter 11 of title 11 of
the United States Code (the Bankruptcy Code) in the cases styled “In re AMR Corporation, et al.” pending in the United States Bankruptcy Court for the Southern District of New York, case no. 11-15643 (SHL) (Jointly
Administered). Customer believes that it has all requisite authority to enter into this Supplemental Agreement No. 29. The parties agree that this Supplemental Agreement No. 29 does not constitute an assumption, rejection, or assumption
and assignment of the Purchase Agreement or cause the Purchase Agreement as a whole to become a new post-petition agreement and that entry into this Supplemental Agreement No. 29 shall not affect any rights of Customer or Boeing under the
Bankruptcy Code. 
 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/ Beverly Goulet 
	Name: The Boeing Company	 		 	Name: Beverly K. Goulet 
	Its: Attorney-In-Fact	 		 	Its: VP Corporate Development and Treasurer


  

					
	P.A. No. 1980	  	5	  	SA-29

 BOEING PROPRIETARY









 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 Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Jul. [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Engine Base Year	  	Original Purchase Agreement, SA-3, SA-17, SA-18 & SA-26
			
	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
 Jul.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Base Year
	  	SA-25, SA-26, SA-28


  

					
	P.A. No. 1980	  	Table of Contents, Page i	  	SA-29

 BOEING PROPRIETARY










					
	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 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] Jul. 2001 Engine Base Year	  	SA-15 & SA-16
			
	EXHIBIT	  	 	  	 SA NUMBER

	A.	  	Aircraft Configuration	  	
			
	A1.	  	Aircraft Configuration – 777-323ER	  	SA-20
			
	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


  

					
	P.A. No. 1980	  	Table of Contents, Page ii	  	SA-29

 BOEING PROPRIETARY










					
	 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	  	PA3219
	6-1162-AKP-072R3	  	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	  	SA-20
	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-29
	Attachment C	  	Information Regarding QADP Rights	  	SA-29
	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	  	Table of contents, Page iii	  	SA-29

 BOEING PROPRIETARY









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

Information Regarding MADP Rights 
  

					
	MSN	  	Exercise Date	  	 Delivery
 Month/Year

	41665	  	SA-20	  	[CONFIDENTIAL
	31546	  	SA-22	  	PORTION
	31547	  	SA-23	  	OMITTED
	33125	  	SA-24	  	AND
	41666	  	SA-25	  	FILED
	67680	  	[CONFIDENTIAL PORTION	  	SEPARATELY
		  	OMITTED AND	  	WITH
	71938	  	FILED SEPARATELY	  	THE
	71939	  	WITH THE COMMISSION	  	COMMISSION
	71940	  	PURSUANT TO	  	PURSUANT TO
	71942	  	A REQUEST FOR	  	A REQUEST FOR
	101794	  	CONFIDENTIAL	  	CONFIDENTIAL
	67655	  	TREATMENT]	  	TREATMENT]

 In addition to (i) revising the delivery position of MSN 67665 from [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and (ii) adding the MADP Right for MSN
101794 due to its conversion to MADP Right from a QADP Right (as described in Revised Attachment C), SA-29 eliminates the following two MADP Rights from Revised Attachment B (due to their conversion to QADP Rights and being added to Revised
Attachment C): 
  

					
	67660	 	 [CONFIDENTIAL
 PORTION OMITTED
 AND FILED

SEPARATELY WITH

THE
	 	 [CONFIDENTIAL
 PORTION OMITTED
 AND FILED

SEPARATELY WITH

THE

	101795	 	 COMMISSION
 PURSUANT TO A
 REQUEST FOR

CONFIDENTIAL

TREATMENT]
	 	 COMMISSION
 PURSUANT TO A
 REQUEST FOR

CONFIDENTIAL

TREATMENT]



  

					
	PA No. 1980	  	SA No. 29	  	Page 1 of 1

 SA-29, Page 7 of 8









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

Information Regarding QADP Rights 
  

							
	MSN	  	 Exercise
 Date
	  	 Delivery
 Quarter
	  	 
	101789	  	[CONFIDENTIAL	  	[CONFIDENTIAL	  	
	31543	  	SA-20	  	PORTION	  	
	101790	  	PORTION	  	OMITTED	  	SA-21
	41668	  	SA-23	  	AND	  	
	31548	  	SA-25	  	FILED	  	
	41669	  	OMITTED	  	SEPARATELY	  	SA-27
	68870	  	AND	  	WITH	  	SA-21
	67660	  	FILED	  	THE	  	SA-29
	101795	  	SEPARATELY	  	COMMISSION	  	SA-29
	68872	  	WITH	  	PURSUANT	  	
	68870	  	THE	  	TO	  	SA-21
	68864	  	COMMISSION	  	A	  	
	101798	  	PURSUANT	  	REQUEST	  	
	101801	  	TO	  	FOR	  	
	101790	  	A REQUEST FOR	  	CONFI -	  	SA-29
	41669	  	CONFIDENTIAL	  	DENTIAL	  	SA-27
	181031	  	TREATMENT]	  	TREATMENT]	  	SA-29

 In addition to (i) revising the delivery positions of MSNs 101790 and 181031 and (ii) reflecting the addition
of MSNs 67660 and 101795 (due to their conversion to QADP Rights from MADP Rights) both as specified above, SA-29 eliminates the following QADP Right from Revised Attachment C (due to its conversion to MADP Right and being added to Revised
Attachment B): 
  

							
	101794	 	 [CONFIDENTIAL
 PORTION
 OMITTED AND

FILED S

EPARATELY
 WITH
THE
	 	 COMMISSION
 PURSUANT TO A
 REQUEST FOR CONFIDENTIAL TREATMENT]
	 	SA-29


  

					
	PA No. 1980	  	SA No. 29	  	Page 1 of 1

 SA-29, Page 8 of 8