Document

Exhibit 10.92
			
	Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.






SUPPLEMENTAL AGREEMENT NO. 20


to


Purchase Agreement No. 03735


between
    
THE BOEING COMPANY


and


AMERICAN AIRLINES, INC.


Relating to Boeing Model 737 MAX Aircraft 
This SUPPLEMENTAL AGREEMENT No. 20 (SA-20), entered into as of November _12__, 2021 (Effective Date), 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. 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 amend Letter Agreement No. AAL-PA-03735-LA-1600073 entitled “[****];”


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-19 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-20 in the footer to reflect changes made to the Purchase Agreement by this SA-20.  Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
PA 03735    SA-20, Page 1
BOEING PROPRIETARY






2.Letter Agreement.
Letter Agreement No. AAL-PA-03735-LA-1600073 (Original [****] Letter Agreement) entitled “[****]” is deleted in its entirety and replaced with the similarly titled Letter Agreement No. AL-PA-03735-LA-1600073R1 (attached hereto) referencing SA-20 in the footer (Revised [****] Letter Agreement).  The Revised [****] Letter Agreement is hereby incorporated into the Purchase Agreement in replacement of the Original [****] Letter Agreement.


3.    Miscellaneous.
The Purchase Agreement is amended as set forth above by the revised Table of Contents and Revised [****] 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-20, Page 2
    
BOEING PROPRIETARY











									
	AGREED AND ACCEPTED this		
			
	November 12, 2021		
	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		VP, Treasurer
	Title		Title






































PA 03735
SA-20    
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		
	1R12
1-2
1-3R6
	Aircraft Information Table
Revised Delivery Aircraft Information Table
[****] Aircraft Delivery, Description, Price, and Advance Payments
	19
9
19

	EXHIBITS		
	AR1
A2
	Aircraft Configuration
Revised Delivery Aircraft Configuration
	6
9

	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-1106650R4	[****]	11
	LA-1106651R2	[****]	11
	LA-1106652	Aircraft Model Substitution	
	LA-1106654	AGTA Terms Revisions for MAX	
	LA-1106655	Open Matters – 737 MAX  Withdrawn
	6
	LA-1106656R1	[****]	1


PA-03735    TABLE OF CONTENTS, Page 1 of 2    SA-20
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	LA-1106657R1	[****]	2
	LA-1106663 R1	[****]	2
	LA-1106664 R1	[****]	2
	LA-1106658	[****]	
	LA-1106659R2	[****]	10
	LA-1106660	Spare Parts Initial Provisioning	
			
	LETTER AGREEMENTS, continued	SA
NUMBER

	LA-1106661R2	[****]	2
	LA-1106667	[****]	
	LA-1106668R1	[****]	8
	LA-1106669	[****]	
	LA-1106670	Confidentiality	
	LA-1106671R1	Miscellaneous Commitments	1
	LA-1106672	Extended Warranty Option	
	LA-1106673R1*	[****]	4
	LA-1106677	Optional Features Comfort Letter	
	LA-1600073R1	[****]	20


LA-1600852              [****]                                                    5
LA-1603773            [****]                                                                        5
LA-1605402            [****]                                                                        6
LA-1700919              [****]                                                                        7
LA-1801206              [****]                                                                        9
LA-2002704           [****]                                                                       11
LA-2002743           [****]                                                                       11
LA-2003342              [****]                                                                       11
LA-2003486             [****]                                                                       14


* -   This is an intended gap as there are no Letter Agreements LA-1106674 through LA-1106676 incorporated by the Purchase Agreement.






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






AAL-PA-03735-LA-1600073R1
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.
1.[****].
1.1    At the time of delivery of each Boeing Model 737-8 MAX aircraft specified in Table 1R12 (Aircraft), with [****], if Customer [****] ([****]) identified in Table 1.1 below, Boeing will [****] ([****]) in the [****] ([****]) [****] ([****]).


									
		[****] 

		[****] Number
	Description
	1	[****]	[****]
	2	[****]	[****]
	3	[****]	[****]
	4	[****]	[****]
	5	[****]	[****]
	6	[****]	[****]
	7	[****]	[****]
	8	[****]	[****]
	9	[****]	[****]
	10	[****]	[****]
	11	[****]	[****]
	12	[****]	[****]


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1.2    In order to receive the [****] in the [****] set forth in paragraph 1.1 above, Customer cannot [****].  The [****] if (i) Customer does not [****], or (ii) Customer [****], due to Customer [****]. Boeing shall make such [****] consistent with the Boeing [****] used to determine the [****]. For avoidance of doubt, if (for any reason) one or more of the [****] are no longer [****] by Boeing, Customer will continue to receive the [****] in accordance with the terms and conditions of this Letter Agreement so long as Customer [****].  
2.[****].  
2.1The [****] in the table below in this Section 2.1 and included in [****] are for i) [****] Aircraft in Table 1R12 with [****], ii) [****] Aircraft in Table 1-3R6, and iii) [****] Aircraft in Table 1-2 and or any of the [****] in which Customer exercises it [****] pursuant to Letter Agreement No. AAL-PA-03735-LA-1106651R2 entitled “[****]”, [****]. 


									
	[****] Number
	Description	[****]
	[****]	[****]	[****]
	[****]	[****]	[****]
	[****]	[****]	[****]


The [****] in the table below in this Section 2.1 and included in [****] is for i) [****] Aircraft in Table 1R12 with [****], ii) [****] Aircraft in Table 1-3R6, and iii) [****] Aircraft in Table 1-2 and for any of the [****] in which Customer exercises it [****] pursuant to Letter Agreement No. AAL-PA-03735-LA-1106651R2 entitled “[****]”, [****].
									
	[****] Number
	Description	[****]
	[****]	[****]	[****]


The [****] for the [****] in the two (2) tables in this Section 2.1 are [****] and [****] ([****]) which will be [****] for [****] aircraft.
2.2[****].  
Boeing at time of delivery of the Aircraft in Table 1R12 with [****], will [****] Customer a [****] of [****] ([****]) as [****] for the [****] of [****], [****] for Aircraft with [****] as shown in the following table:


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	Scheduled Delivery Month	[****]		[****] ([****])
	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	[****]	[****]		[****]	[****]	[****]
	 	 		[****] 
	[****]


3.    [****].
3.1    At the time of delivery of each of the following Aircraft i) [****] Aircraft in Table 1R12 with [****], ii) [****] Aircraft in Table 1-3R6, and iii) [****] Aircraft in Table 1-2 and for any of the [****] in which Customer [****] it [****] pursuant to Letter Agreement No. AAL-PA-03735-LA-1106651R2 entitled “[****]”, if Customer [****] ([****]) identified in Table 3.1 below, Boeing will [****] to Customer a [****] ([****]) in the [****] ([****]) ([****]).






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		Table 3.1 – [****] 

		[****] Number
	Description
	1	[****]	[****]
	2	[****]	[****]
	3	[****]	[****]
	4	[****]	[****]
	5	[****]	[****]
	6	[****]	[****]
	7	[****]	[****]
	8	[****]	[****]


3.2    In order to receive the [****] in the [****] set forth in paragraph 3.1 above, Customer cannot [****].  The [****] if (i) Customer does not [****], or (ii) [****], due to Customer [****]. Boeing shall make such [****] consistent with the Boeing [****] used to determine the [****]. For avoidance of doubt, if (for any reason) one or more of the [****] are no longer [****] by Boeing, Customer will continue to [****] in accordance with the terms and conditions of this Letter Agreement so long as Customer [****].
3.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”.
4.Assignment.
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.
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.








(The remainder of this page is intentionally left blank)
AAL-PA-03735-LA-1600073R1                     SA-20    
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Very truly yours,




									
	THE BOEING COMPANY
	
	By:	/s/ The Boeing Company
	
	Its:	Attorney-In-Fact
	
	ACCEPTED AND AGREED TO this
	
	Date:	November 12, 2021
	
	AMERICAN AIRLINES, INC.
	
	By:	/s/ American Airlines, Inc.
	
	Its:	VP, Treasurer












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