Supplemental Agreement No. 25 to Purchase Agreement No. 1980



 Exhibit 10.1 
 Supplemental Agreement No. 25 
 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      day of August, 2011, (SA-25) 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 has provided notice to exercise as a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] 
 WHEREAS, Boeing and Customer have agreed to [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-25” legend, is substituted in lieu thereof to reflect
the changes made by this SA-25. 

  

					
	P.A. No. 1980	 	i	 	SA-25

 BOEING PROPRIETARY










	2.	Table 1-7: 

 Table 1-7
entitled 777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Delivery, Description, Price and Advance Payments is deleted in its entirety and a revised Table
1-7, attached hereto, is substituted in lieu thereof to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

 

	3.	Supplemental Exhibit BFE1-2: 

 Supplemental Exhibit BFE1-2 entitled Buyer Furnished Equipment Variables relating to Boeing Model 777-323ER Aircraft is deleted in its entirety and a revised BFE1-2, attached hereto, is substituted in
lieu thereof to set forth the preliminary BFE [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
  

	4.	Letter Agreement No. 6-1162-AKP-110R3: 

 Attachment C entitled Information Regarding QADP Rights to Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights and Substitution Rights is deleted in its entirety and a revised
Attachment C, attached hereto, is substituted in lieu thereof [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] via this SA-25. 

Attachment B entitled Information Regarding MADP Rights to Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights
and Substitution Rights is deleted in its entirety and a revised Attachment B, attached hereto, is substituted in lieu thereof [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
via this SA-25. 
 Nothing in this SA-25 precludes Customer from hereafter exercising its Substitution Right in accordance with
Paragraph 5 of Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights and Substitution Rights. 
  

	5.	Letter Agreement No. AAL-PA-1980-LA-04205R2: 

 Letter Agreement No. AAL-PA-1980-LA-04205R2 entitled Aircraft Performance Guarantees – 777-323ER is deleted in its entirety and a revised Letter Agreement No. AAL-PA-1980-LA-04205R3, attached hereto,
is substituted in lieu thereof to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE 

  

					
	P.A. No. 1980	 	ii	 	SA-25

 BOEING PROPRIETARY









 
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] which are being exercised via this SA-25, in addition to all Aircraft set forth in Table 1-7, which were exercised via Supplemental
Agreement Numbers 22, 23, and 24. 
  

	6.	Letter Agreement No. AAL-PA-1980-1105629: 

 Letter Agreement No. AAL-PA-1980-1105629 entitled Advance Payments and Permitted Transactions, attached hereto, is added to the Purchase Agreement to set forth, among other things, [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] 
 The Purchase Agreement will be deemed to
be amended to the extent provided herein and as so amended will continue in full force and effect. In the event of any inconsistency between the above provisions and the provisions contained in the referenced exhibits to this Supplemental Agreement
No. 25, the terms of the exhibits will control. 
 EXECUTED IN DUPLICATE as of the day and year first above written. 

 

									
	THE BOEING COMPANY	 		 	AMERICAN AIRLINES, INC.
					
	By:	 	  
	 		 	By:	 	  



									
					
	Name:	 	  
	 		 	Name:	 	  



									
					
	Its:	 	 Attorney-In-Fact
	 		 	Its:	 	  



  

					
	P.A. No. 1980	 	iii	 	SA-25

 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

			
	 1-1.
	 	 777-200IGW 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 & Engine Base Year
	  	SA-1


  

					
	P.A. No. 1980	 		 	SA-25

  

					
	Table of Contents, Page i	 	BOEING PROPRIETARY	 	










					
	 1-2.
	 	 777-200IGW 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 & Engine Base Year
	  	SA-2 & SA-6
			
	 1-3.
	 	 777-200IGW 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
	  	SA-4, SA-5, SA-6, SA-7 & SA-9
			
	 1-4.
	 	 777-200IGW 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
	  	SA-5, SA-6 & SA-9


  

					
	P.A. No. 1980	 		 	SA-25

  

					
	Table of Contents, Page ii	 	BOEING PROPRIETARY	 	










					
	 1-5.
	 	 777-223IGW 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
	  	 SA-10, SA-11,

SA-12 & SA-15

			
	 1-6.
	 	 777-200IGW 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
	  	SA-13
			
	 1-7.
	 	 777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Aircraft Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Base Year
	  	SA-25


  

					
	P.A. No. 1980	 		 	SA-25

  

					
	Table of Contents, Page iii	 	BOEING PROPRIETARY	 	










					
	 TABLE
	 	 	  	 SA NUMBER

	 2.
	 	 777-223IGW 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
	  	SA-15 & SA-16
			
	 3.
	 	 777-223IGW 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 [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] 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


  

					
	P.A. No. 1980	 		 	SA-25

  

					
	Table of Contents, Page iv	 	BOEING PROPRIETARY	 	










					
	 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
	 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	 		 	SA-25

  

					
	Table of Contents, Page v	 	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-25
	 Attachment C
	 	Information Regarding QADP Rights	  	SA-25
	 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-04205R3
	 	Aircraft Performance Guarantees – 777-323ER	  	SA-25
	 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


  

					
	P.A. No. 1980	 		 	SA-25

  

					
	Table of Contents, Page vi	 	BOEING PROPRIETARY	 	










					
	 AAL-PA-1980-LA-1003536R1
	 	 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
	  	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	 		 	SA-25

  

					
	Table of Contents, Page vii	 	BOEING PROPRIETARY	 	









 Table 1-7 
 777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft 

Aircraft Delivery, Description, Price and Advance Payments 
 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  

					
	AAL-PA-01980	 		 	
	SA-20 APR 55725	 		 	
	SA-22, SA-23, SA-24, SA 25 APR 56305	 	Boeing Proprietary	 	SA-25
		 		 	Page 1









 BUYER FURNISHED EQUIPMENT VARIABLES 

between 

THE BOEING COMPANY 
 and 
 American Airlines, Inc. 

Supplemental Exhibit BFE1-2 
 to Purchase Agreement Number 1980 

  

					
	P.A. No. 1980	 	BFE1-2	 	SA-25
		 		 	Page 1

 BOEING PROPRIETARY









 BUYER FURNISHED EQUIPMENT VARIABLES 

relating to 
 BOEING MODEL 777-323ER AIRCRAFT 
 This Supplemental Exhibit BFE1-2 contains
supplier selection dates, on-dock dates and other requirements applicable to the Model 777-323ER aircraft (Aircraft). 
  

	1.	Supplier Selection. 

 Customer will:

 Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates: 

 

			
	 [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]

		  	  

		
	 [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]

		  	  

		
	 [CONFIDENTIAL PORTION OMITTED AND

FILED SEPARATELY WITH THE
 COMMISSION PURSUANT TO A REQUEST
 FOR CONFIDENTIAL TREATMENT]
	  	N/A
		  	  

		
	 [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]

		  	  



  

					
	P.A. No. 1980	 	BFE1-2	 	SA-25
		 		 	Page 2

 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]

		  	  

		
	 [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]

		  	  

		
	 [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]
	  	 [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] 


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


  

					
	P.A. No. 1980	 	BFE1-2	 	SA-25
		 		 	Page 3

 BOEING PROPRIETARY










	2.	On-dock Dates and Other Information. 


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

 

					
	 Item
	  	Preliminary On-Dock Dates
		  	[CONFIDENTIAL

PORTION OMITTED
 AND FILED
 SEPARATELY WITH

THE COMMISSION
 PURSUANT TO A
 REQUEST FOR

CONFIDENTIAL
 TREATMENT] 2012
 Aircraft
	  	[CONFIDENTIAL
PORTION OMITTED
AND FILED

SEPARATELY WITH
 THE COMMISSION
 PURSUANT TO A

REQUEST FOR

CONFIDENTIAL
 TREATMENT] 2012
 Aircraft

			
	 Seats
	  	[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]

	 Galleys/Furnishings
	  	  
	 Antennas & Mounting Equipment
	  	  
	 Avionics
	  	  
	 Cabin Systems Equipment
	  	  
	 Miscellaneous Emergency Equipment
	  	  
	 Textiles/Raw Material
	  		  	
		  	  


  

					
	 Item
	  	Preliminary On-Dock Dates
		  	[CONFIDENTIAL
 PORTION OMITTED

AND FILED

SEPARATELY WITH
 THE
COMMISSION
 PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013
 Aircraft
	  	[CONFIDENTIAL
 PORTION OMITTED

AND FILED

SEPARATELY WITH
 THE
COMMISSION
 PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013
 Aircraft

			
	 Seats
	  	[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]
	 Galleys/Furnishings
	  	  
	 Antennas & Mounting Equipment
	  	  
	 Avionics
	  	  
	 Cabin Systems Equipment
	  	  
	 Miscellaneous Emergency Equipment
	  	  
	 Textiles/Raw Material
	  	  
		  	  



  

					
	P.A. No. 1980	 	BFE1-2	 	SA-25
		 		 	Page 4

 BOEING PROPRIETARY










					
	 Item
	  	Preliminary On-Dock Dates
		  	[CONFIDENTIAL
 PORTION OMITTED

AND FILED

SEPARATELY WITH
 THE
COMMISSION
 PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013
 Aircraft
	 	[CONFIDENTIAL
 PORTION OMITTED

AND FILED

SEPARATELY WITH
 THE
COMMISSION
 PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013
 Aircraft

			
	 Seats
	  	[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]

	 Galleys/Furnishings
	  	 
	 Antennas & Mounting Equipment
	  	 
	 Avionics
	  	 
	 Cabin Systems Equipment
	  	 
	 Miscellaneous Emergency Equipment
	  	 
	 Textiles/Raw Material
	  		 	
		  	  


  

					
	 Item
	  	Preliminary On-Dock Dates
		  	[CONFIDENTIAL
 PORTION OMITTED

AND FILED

SEPARATELY WITH
 THE
COMMISSION
 PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013
 Aircraft
	 	[CONFIDENTIAL
 PORTION OMITTED

AND FILED

SEPARATELY WITH
 THE
COMMISSION
 PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013
 Aircraft

			
	 Seats
	  	[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]

	 Galleys/Furnishings
	  	 
	 Antennas & Mounting Equipment
	  	 
	 Avionics
	  	 
	 Cabin Systems Equipment
	  	 
	 Miscellaneous Emergency Equipment
	  	 
	 Textiles/Raw Material
	  		 	
		  	  



  

					
	P.A. No. 1980	 	BFE1-2	 	SA-25
		 		 	Page 5

 BOEING PROPRIETARY










	3.	Additional Delivery Requirements - Import. 


[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] 

  

					
	P.A. No. 1980	 	BFE1-2	 	SA-25
		 		 	Page 6

 BOEING PROPRIETARY









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

Information Regarding MADP Rights 
 [CONFIDENTIAL PORTION OMITTED AND 
 FILED SEPARATELY WITH THE 

COMMISSION PURSUANT TO A REQUEST 
 FOR CONFIDENTIAL TREATMENT] 

  

					
	PA No. 1980	 	SA No. 25	 	Page 1 of 1









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

Information Regarding QADP Rights 
 [CONFIDENTIAL PORTION OMITTED AND 
 FILED SEPARATELY WITH THE 

COMMISSION PURSUANT TO A REQUEST 
 FOR CONFIDENTIAL TREATMENT] 

  

					
	PA No. 1980	 	SA No. 25	 	Page 1 of 1










					
	



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


  
  

AAL-PA-1980-LA-04205R3 
 American Airlines,
Inc. 
 P.O. Box 619616 
 Dallas-Fort
Worth Airport, Texas 75261-9616 
  

			
	Subject:	  	Aircraft Performance Guarantees – 777-323ER
		
	Reference:	  	Purchase Agreement No. PA-1980 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to
Model 777-323ER 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. 
 For the Aircraft set
forth in Table 1-7, which are exercised via Supplemental Agreements No. 22, 23, 24, and 25, Boeing agrees to provide Customer with the guarantees set forth in Attachment A hereto. These guarantees are exclusive and will expire upon delivery of
the Aircraft to Customer. 
 1. [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] 
 2. Confidential Treatment. 
 The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its
contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without
the prior written consent of Boeing. 

  

					
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 BOEING PROPRIETARY










 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	  

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	  

	
	American Airlines, Inc.
		
	By	 	  

		
	Its	 	  



  

					
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 BOEING PROPRIETARY










					
	



	  		  	The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
  

AAL-PA-1980-LA-1105629 
 American Airlines,
Inc. 
 P.O. Box 619616 
 Dallas-Fort
Worth Airport, Texas 75261-9616 
  

			
	Subject:	  	Advance Payments and Permitted Transactions
		
	Reference:	  	Purchase Agreement No. 1980 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 777 aircraft (the
Aircraft)

 This Letter Agreement amends and supplements the Purchase Agreement. All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement. 
  

	1.	Advance Payments for Aircraft. 


Notwithstanding Article 4.2 of the Purchase Agreement and any tables to the Purchase Agreement that set forth Boeing’s standard [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Advance Payment Schedule for exercised Rights Aircraft (“the Standard Advance Payment Schedule”), Boeing and Customer agree that the Advance
Payment Schedule [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], is hereby amended as follows: 
  


	1.1	Customer will make Advance Payments to Boeing in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] of each Aircraft and will do so as follows (the “Modified Advance Payment Schedule”): (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT], and (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 


  

					
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 BOEING PROPRIETARY










 



 
  


	1.2	Notwithstanding Section 1.3 of Letter Agreement No. 6-1162-AKP-070 entitled Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft, Customer will
pay Boeing [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  

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


 

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


 

	1.5	Attachment A hereto sets forth the calculation of the revised Advanced Payments due as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 

  

	2.	Permitted Transactions. 

 Notwithstanding Article 9.2 of the AGTA, Boeing agrees that Customer may from time to time prior to delivery of any Aircraft enter into arrangements and agreements with lenders, lessors or other parties
(whose business includes, but may not be limited to, the financing of aircraft) for the purpose of (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (an “Advance
Payment Facility”) and/or (b) consummating [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to which the right to purchase an Aircraft, and the corresponding
obligation to make Advance Payments with respect thereto, are conveyed to such a party [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and, together with an Advance Payment
Facility, the “Permitted Transactions”). 
 For the purpose of securing an Advance Payment Facility and
notwithstanding the provisions of the Security Agreement between Boeing and Customer dated as of October 16, 2002, as may be subsequently amended or revised, Customer may [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] including the right to purchase an Aircraft provided that Customer and Customer’s financiers accept Boeing’s customary terms and conditions for consenting


  

					
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 BOEING PROPRIETARY










 



 
  

 
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] including, but not limited to, the following: 

 

	 	(i)	if Customer’s financier gives notice that it intends to exercise its [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] Boeing shall have the right to assume those rights with respect to such Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and received and
retained by Boeing with respect to that Aircraft (Manufacturer’s Option); 

  

	 	(ii)	Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and obligations of Customer;


  

	 	(iii)	Boeing shall not be subject to any additional liability as a result of the pledge of security which Boeing would not otherwise be subject to under the Purchase
Agreement; 

  

	 	(iv)	the pledge of security shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or
possession of the Aircraft, or any other things, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and 


 

	 	(v)	 In lieu of the concessions granted to Customer under the Purchase Agreement, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] In calculating the amount payable by the financier for an Aircraft, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and this
irrespective of whether the [CONFIDENTIAL PORTION OMITTED 



  

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

 To assist Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer may execute [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Any such [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be subject to the conditions
that (i) it shall not subject Boeing to any liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement and (ii) no such assignment will require Boeing to divest itself of title to or
possession of the aircraft [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] the Purchase Agreement in connection with [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is contingent upon Boeing’s consent, which shall not be unreasonably withheld or delayed. Boeing agrees to cooperate in good faith with Customer and to take such
actions as may be reasonably requested by Customer to facilitate Permitted Transactions. Notwithstanding Paragraph 1.1 above, Advance Payments in respect of any Aircraft that is subjected to a Permitted Transaction will be made in accordance with
the Standard Advance Payment Schedule. Advance Payments for all Aircraft that are not subject to Permitted Transactions will be made in accordance with Paragraph 1 above. 
 For avoidance of doubt, nothing within this Letter Agreement is intended to, nor shall it, derogate the rights and obligations of Boeing and Customer with regard to the financing of aircraft at or
following delivery in accordance with Article 9.2 of the AGTA. 
  

	3.	Confidential Treatment. 

 Customer and Boeing understand certain commercial and financial information contained in this Letter Agreement is considered by Boeing and Customer as confidential. Customer and Boeing agree that each
will treat this Letter Agreement and 

  

					
	P.A. No. 1980	 		 	SA-25
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 BOEING PROPRIETARY










 



 
  

 
the information contained herein as confidential and will not, without the prior written consent of the other, disclose this Letter Agreement or any information contained herein to any other
person or entity, except as required by law or government regulation. 
  

			
	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	  

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
	
	Date:                     , 2011
	
	AMERICAN AIRLINES, INC.
		
	By	 	  

		
	Its	 	  



  

					
	P.A. No. 1980	 		 	SA-25
	Advance Payments and Permitted Transactions	 	Page 5

 BOEING PROPRIETARY









 Attachment A 

to 

AAL-PA-1980-LA-1105629 
 entitled 
 Advance Payments and Permitted Transactions

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

  

					
	P.A. No. 1980	 	SA-25	 	

 Advance Payments and Permitted Transactions 
 BOEING PROPRIETARY