Document

Exhibit 10.77 
			
	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. 7 
to 
Purchase Agreement No. 03735 
between 
THE BOEING COMPANY 
and 
AMERICAN AIRLINES, INC. 
Relating to Boeing Model 737 MAX Aircraft 
This SUPPLEMENTAL AGREEMENT No. 7 (SA-7), entered into as of March 2, 2017 (SA-6 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 and Boeing desire to add Letter Agreement AAL-PA-03735-LA-1700919 entitled “[****]”; and 
NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows: 
															
					
	PA 03735				SA-7, Page 1


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1    Table of Contents. 
The “Table Of Contents” to the Purchase Agreement referencing SA-6 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-7 in the footer to reflect changes made to the Purchase Agreement by this SA-7. 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-1700919 entitled “[****]” is hereby incorporated into the Purchase Agreement (New Letter Agreement). 
3    Miscellaneous. 
3.1 The Purchase Agreement is amended as set forth above, by the New Letter Agreement. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect. 
Intentionally Left Blank 
															
					
	PA 03735				SA-7, Page 2


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	AGREED AND ACCEPTED this
			
	March 2, 2017				
	Date				
			
	THE BOEING COMPANY				AMERICAN AIRLINES, INC.
			
	The Boeing Company				American Airlines, Inc.
	Signature				Signature
			
	/s/ The Boeing Company				/s/ American Airlines, Inc.
	Printed name				Printed name
			
	Attorney-in-Fact				Vice President & Treasurer
	Title				Title




															
					
	PA 03735				SA-7, Page 3


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TABLE OF CONTENTS 
																					
							
			SA
NUMBER	
	ARTICLES
				
			
	Article 1.
		Quantity, Model and Description
				
	Article 2.
		Delivery Schedule
				
	Article 3.
		Price
				
	Article 4.
		Payment
				
	Article 5.
		Additional Terms
				
	Article 6.
		Confidentiality
				
		
	TABLE
				
			
	1R3.
		Aircraft Information Table
			6	
		
	EXHIBITS
				
			
	AR1
		Aircraft Configuration
			6	
	B.
		Aircraft Delivery Requirements and Responsibilities
				
	C.
		Definitions
				
		
	SUPPLEMENTAL EXHIBITS
				
			
	AE1.
		[****]
				
	BFE1.
		BFE Variables
				
	CS1R1.
		Customer Support Variables
			4	
	EE1.
		[****]
				
	SLP1.
		[****]
				
		
	LETTER AGREEMENTS
				
			
	LA-1106648R1		Special Matters
			6	
	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 Withdrawn
			6	
	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-7


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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-1106673R1*
		CS1 Special Matters
			4	
	LA-1106677
		[****]
				
	LA-1600073
		[****]
			4	
	LA-1600852
		[****]
			5	
	LA-1603773
		[****]
			5	
	LA-1605402
		[****]
			6	
	LA-1700919
		[****]
			7	




* -    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
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		SA-7


  










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


AAL-PA-03735-LA-1700919 
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 737-8 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) is entered into on the date below and amends and supplements the Purchase Agreement referenced above. All capitalized terms used in but not otherwise defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
Customer has [****] that Boeing [****] in the Aircraft certain [****] which is more fully described in the options listed in Attachment A to this Letter Agreement (collectively referred to as [****]) in accordance with the terms and conditions of this Letter Agreement. [****] that is identified in the Detail Specification for the Aircraft is [****] that Boeing is [****] in accordance with Section 2 below, but is otherwise [****] for purposes of the Purchase Agreement. 
The [****] during the [****] and manufacture of the Aircraft to [****] at the time of delivery of the Aircraft. To achieve this, Boeing and Customer will [****] in a manner consistent with (i) the terms and conditions [****]; and (ii) [****]. 
1.    Customer Responsibilities. 
1.1 [****]. Customer has [****]. 
1.2 [****]. Customer will provide [****]. 
1.3 [****]. Customer will [****]. Such [****]: 
1.3.1 specify [****]; 
1.3.2 specify the [****]; and 
1.3.3 require [****]. 
Customer shall [****] 
Additionally, Customer may [****]. 
															
					
	AAL-PA-03735-LA-1700919
[****]
				SA 7 Page 1


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2.    Boeing Responsibilities. 
2.1 Boeing shall: 
2.1.1 perform the [****] described in Attachment B to this Letter Agreement; 
2.1.2 assist [****]; 
2.1.3 approve the [****]; 
2.1.4 confirm the [****] 
2.1.5 place [****]; 
2.1.6 manage the [****]; 
2.1.7 pay the [****] 
2.1.8 coordinate [****]; 
2.1.9 provide [****]; 
2.1.10 ensure that the [****]; 
2.1.11 [****] in the Aircraft, in accordance with the terms and conditions of the Purchase Agreement (including, without limitation, the [****]) the [****]; 
2.1.12 ensure that at the time of Aircraft delivery, the [****] referenced in Attachment A to this Letter Agreement; 
2.1.13 if necessary, and upon request of Customer, use [****] to assist Customer in causing [****] under the [****] with the objective of delivery of the Aircraft on the delivery date (that is scheduled in accordance with Section 6.1 of the AGTA) with the [****] in the Aircraft and certified by the FAA; and 
2.1.14 prior to delivery of the applicable Aircraft, obtain [****] of the Aircraft with [****]. 
3.    Changes. 
3.1 Customer and [****] may change the [****] of Boeing. Customer may [****] at any time, and Boeing shall [****] in a timely manner. Any [****] that Boeing gives to a [****] shall be subject to [****] through Boeing’s [****] of the Purchase Agreement. 
3.2 Boeing and Customer recognize that the [****] nature of the [****] in order to ensure (i) [****] with the Aircraft and all [****], and (ii) [****] of the Aircraft with the [****]. In such event, Boeing will notify Customer and [****]. If, within [****] as may be mutually agreed in writing) after such notification, (i) Customer and Boeing [****] or [****] and (ii) so long as Boeing has [****] with Customer to [****], then any [****] in delivery of the Aircraft will be [****] and [****]. The [****] of any mutually agreed [****] may result in Boeing [****] contained in Attachment A to this Letter Agreement. 
															
					
	AAL-PA-03735-LA-1700919
[****]
				SA 7 Page 2


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3.3 Boeing’s [****] of the Aircraft as it relates to [****] as described in the options listed in Attachment A to this Letter Agreement, as such Attachment A may be amended from time to time. 
4.    [****]. 
4.1 Boeing and Customer agree to follow the sequential steps identified in this Section 5 to [****]: 
4.1.1 Boeing shall [****]. 
4.1.2 Within [****] or other course of action. 
4.2 If Boeing and Customer are [****] on an alternate [****] or course of action within such time, the [****] to Boeing in Section 7 of this Letter Agreement shall apply. 
5.    Proprietary Rights. 
Boeing’s [****] will not impose upon Boeing any [****] Customer may have in the [****]. 
6.    Exhibits B and C to the AGTA. 
[****] for the purposes of Exhibit B to the AGTA, entitled “Customer Support Document”, and Exhibit C to the AGTA, entitled “Product Assurance Document”. 
7.    Boeing [****]. 
7.1 If Customer [****] as provided in this Letter Agreement or if [****] (for any reason [****] under the Boeing Purchase Order terms) to [****] in accordance with the [****], then, in addition to [****], Boeing will 
7.1.1 [****] and 
7.1.1.1 if the [****] of the Exhibit A to the AGTA entitled “Buyer Furnished Equipment Provisions Document” (AGTA Exhibit A BFE Provisions Document), then the provisions of Article 7, [****], of the AGTA [****]; 
7.1.1.2 if the [****] of the AGTA Exhibit A BFE Provisions Document, then Boeing will [****]; 
7.1.2 [****]; and/or 
7.1.3 [****] by the amount of Boeing’s [****], including but not limited to, (i) [****] by Boeing, (ii) any [****] as established by Boeing and agreed to by the [****] and (iii) [****]; and [****] from any applicable [****]. 
7.2 Boeing will use [****] described in Section 7.1.3. Notwithstanding the last clause of 7.1.3, Boeing has no [****]. 
															
					
	AAL-PA-03735-LA-1700919
[****]
				SA 7 Page 3


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7.3 If Boeing [****] set forth herein, then any [****] of the Aircraft, to the [****], will be the [****] of Boeing. 
8.    [****]. 
8.1 Estimated [****]. Boeing and Customer agree that the [****]. 
8.2 Aircraft [****]. The Aircraft [****] will be adjusted at the time of Aircraft Delivery to reflect the [****] and any associated [****] by Boeing to [****] that are otherwise [****] by Boeing. 
9.    [****]. 
[****] will [****] with Boeing until the Aircraft [****] to Customer. [****] will remain with the entity that is in [****] prior to Aircraft Delivery. 
10.    Confidential Treatment.
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”. 
Intentionally Left Blank 
															
					
	AAL-PA-03735-LA-1700919
[****]
				SA 7 Page 4


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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. 
Very truly yours, 
									
			
	THE BOEING COMPANY
		
	By		/s/ The Boeing Company
		
	Its		Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
		
	Date:		March 2, 2017
	
	AMERICAN AIRLINES, INC.
		
	By		/s/ American Airlines, Inc.
		
	Its		Vice President & Treasurer




															
					
	AAL-PA-03735-LA-1700919
[****]
				SA 7 Page 5


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Attachment A 
[****] 
The following [****] describe(s) the items of equipment that under the terms and conditions of this Letter Agreement are considered to be [****]. Each such [****] is fully described in the [****] as described in Exhibit A to the Purchase Agreement. Final configuration will be based on Customer acceptance of any or all [****] listed below. 
[****] Number and Title
[****] 
[****] 
[****]
[****] 
															
					
	AAL-PA-03735-LA-1700919
[****]
				SA 7 Page 6


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Attachment B 
[****] 
This Attachment B describes the functions that Boeing will perform as [****] to support (i) the [****] and (ii) the [****] on the Aircraft. 
1.    [****]. 
Boeing will perform the following functions [****]. Boeing will have [****] which, in Boeing’s reasonable opinion, [****]. Boeing will be [****] for: 
    (i)    [****]; 
    (ii)    [****]; 
    (iii)    [****]; 
    (iv)    [****]; 
    (v)    [****]; 
    (vi)    [****]; 
    (vii)    [****]; and 
    (viii)    [****]. 


2.    [****]. 
Boeing’s [****] will include the functions of [****]. As [****], Boeing will perform the following functions: 
    (i)    as required, [****]; 
    (ii)    [****] Boeing, Customer and [****]; and 
    (iii)    [****]. 
															
					
	AAL-PA-03735-LA-1700919
[****]
				SA 7 Page 7


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