Document

Exhibit 10.72 
			
	Certain information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.


SUPPLEMENTAL AGREEMENT NO. 3 
to 
Purchase Agreement No. 03735 
between 
THE BOEING COMPANY 
and 
AMERICAN AIRLINES, INC. 
Relating to Boeing Model 737 MAX Aircraft 
This SUPPLEMENTAL AGREEMENT No. 3 (SA-3), entered into as of May 22, 2015 (SA-3 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 has notified Boeing of its election to [****]. 
															
					
	PA 03735				SA-3, Page 1
	BOEING PROPRIETARY


  










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-2 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-3 in the footer to reflect changes made to the Purchase Agreement by this SA-3. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor. 
2    Letter Agreement. 
Letter Agreement No. AAL-PA-03735-LA-1106650R1 entitled “[****]” is deleted in its entirety and replaced with the similarly titled Letter Agreement No. AAL-PA-03735-LA-1106650R2 (attached hereto) referencing SA-3 in the footer to reflect changes made to the Purchase Agreement by this SA-3 (Revised Letter Agreement). The Revised Letter Agreement is hereby incorporated into the Purchase Agreement in replacement of its predecessor. 
3    Miscellaneous. 
3.1 The Purchase Agreement is amended as set forth above, by the revised table of contents and by the Revised Letter Agreement. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect. 
3.2 References in the Purchase Agreement and any supplemental agreements and associated letter agreements to either: 
(i) Letter Agreement No. AAL-PA-03735-LA-1106650 or 
(ii) Letter Agreement No. AAL-PA-03735-LA-1106650R1
are deemed to refer to Letter Agreement No. AAL-PA-03735-LA-1106650R2.
[This space intentionally left blank] 
															
					
	PA 03735				SA-3, Page 2
	BOEING PROPRIETARY


  










			
	
	AGREED AND ACCEPTED this
	
	May 22, 2015
	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, Fleet Planning
	Title				Title




															
					
	PA 03735				SA-3, Page 3
	BOEING PROPRIETARY












TABLE OF CONTENTS 
																					
							
	ARTICLES		SA
NUMBER	
	Article 1.
		Quantity, Model and Description				
	Article 2.
		Delivery Schedule				
	Article 3.
		Price				
	Article 4.
		Payment				
	Article 5.
		Additional Terms				
	Article 6.
		Confidentiality				
	
	TABLE	
			
	1R1.
		Aircraft Information Table			1	
	
	EXHIBITS	
			
	A.
		Aircraft Configuration				
	B.
		Aircraft Delivery Requirements and Responsibilities				
	C.
		Definitions				
	
	SUPPLEMENTAL EXHIBITS	
			
	AE1.
		[****]				
	BFE1.
		BFE Variables				
	CS1.
		Customer Support Variables				
	EE1.
		[****]				
	SLP1.
		[****]				
	
	LETTER AGREEMENTS	
			
	LA-1106648		Special Matters				
	LA-1106649		[****]				
	LA-1106650R2		[****]			3	
	LA-1106651		[****]				
	LA-1106652		Aircraft Model Substitution				
	LA-1106654		AGTA Terms Revisions for MAX				
	LA-1106655		Open Matters – 737 MAX				
	LA-1106656R1		[****]			1	
	LA-1106657R1		[****]			2	
	LA-1106663 R1		[****]			2	
	LA-1106664 R1		[****]			2	
	LA-1106658		[****]				
	LA-1106659R1		[****]			1	
	LA-1106660		Spare Parts Initial Provisioning				




															
					
	PA-03735		TABLE OF CONTENTS, Page 1 of 2		SA-3


BOEING PROPRIETARY 
  










TABLE OF CONTENTS, continued 
																					
							
	LETTER AGREEMENTS, continued		SA
NUMBER	
			
	LA-1106661R2
		[****]			2	
	LA-1106667
		[****]				
	LA-1106668
		[****]				
	LA-1106669
		[****]				
	LA-1106670
		Confidentiality				
	LA-1106671R1
		Miscellaneous Commitments			1	
	LA-1106672
		[****]				
	LA-1106673*
		CS1 Special Matters				
	LA-1106677
		[****]				


* - This is an intended gap as there are no Letter Agreements LA-1106674 through LA-1106676 incorporated by the Purchase Agreement. 
															
					
	PA-03735		TABLE OF CONTENTS, Page 2 of 2		SA-3


BOEING PROPRIETARY 
  










									
			
	
		The Boeing Company
		P.O. Box 3707
		Seattle, WA 98124-2207


AAL-PA-03735-LA-1106650R2 
American Airlines, Inc. 
P.O. Box 619616 
Dallas-Fort Worth Airport, Texas 75261-9616 
        
Subject:        [****]
    
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. 
The Purchase Agreement incorporates the terms and conditions of the AGTA. This Letter Agreement modifies certain terms and conditions of the AGTA and the Purchase Agreement with respect to the Aircraft. 
1.    [****].
[****]: 
									
			
	AAL-PA-03735-LA-1106650R2
[****]
		SA-3
LA Page 1 of 4



BOEING PROPRIETARY 
  











															
					
	[****]		[****]		[****]
	[****]
		[****]		[****]
	[****]
		[****]		[****]
	[****]
		[****]		[****]
	[****]
		[****]		[****]
	[****]
		[****]
		[****]





2.    [****]. 
[****]. 
3.    [****]. 
3.1 Notwithstanding the preceding, Customer has notified Boeing that upon execution by both parties of this Letter Agreement, [****]. For the avoidance of doubt, as of the date that this Letter Agreement is accepted and agreed to (the “Effective Date”) the [****]. 
3.2 The parties agree that on the [Effective Date, [****] in accordance with Section 2 of this Letter Agreement [****] the Effective Date. 
									
			
	AAL-PA-03735-LA-1106650R2
[****]
		SA-3
LA Page 2 of 4



BOEING PROPRIETARY 
  











4.    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”. 
5.    Assignment. 
5.1 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. 
5.2 [****]. 
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. 
									
			
	AAL-PA-03735-LA-1106650R2
[****]
		SA-3
LA Page 3 of 4



BOEING PROPRIETARY 
  











Very truly yours, 
									
			
	THE BOEING COMPANY
		
	By:		/s/ The Boeing Company
		
	Its:		Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:		May 22, 2015
	
	AMERICAN AIRLINES, INC.
		
	By:		/s/ American Airlines, Inc.
		
	Its:		Vice President, Fleet Planning




									
			
	AAL-PA-03735-LA-1106650R2
[****]
		SA-3
LA Page 4 of 4



BOEING PROPRIETARY