EX-10.5



 Exhibit 10.5 

SUPPLEMENTAL AGREEMENT NO. 9 

to 
 Purchase Agreement
No. 3219 
 between 

THE BOEING COMPANY 
 and

 AMERICAN AIRLINES, INC. 

Relating to Boeing Model 787 Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 9 (SA-9) is made 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. 3219 dated October 15, 2008, relating to Boeing
Model 787 aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified in such Purchase Agreement; 

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 (MAX Purchase Agreement); and 
 WHEREAS, Boeing and
Customer desire to [*CTR] of delivery of the [*CTR] 787-9 aircraft delivering in [*CTR] currently with manufacturer serial numbers [*CTR] respectively, to [*CTR] respectively (collectively the [*CTR] 787-9 Aircraft). 

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 referencing SA-8 in
the footer is deleted in its entirety and is replaced with the new Table of Contents (attached hereto) referencing SA-9 in the footer. Such 

  

					
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	  	SA-9	  	Page 1        

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








 
new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor. 
  

	2.	Tables. 

 Table 1(R6). Table 1(R5) entitled “787-9
Aircraft –Delivery, Description, Price and Advance Payments” referencing SA-7 in the footer is deleted in its entirety and is replaced with the similarly titled Table 1(R6) (attached hereto) referencing SA-9 in the footer. Table 1(R6)
is hereby incorporated into the Purchase Agreement in replacement of Table 1(R5). 
  

	3.	Letter Agreements. 

 Revisions to Attachment C to LA
6-1162-TRW-0667R2. Attachment C: Delivery Schedule for Covered Aircraft to Letter Agreement 6-1162-TRW-0667R2 is deleted in its entirety and replaced with Attachment C(R1): Delivery Schedule for Covered Aircraft (Revised Schedule
C). Revised Schedule C is hereby made a part of the Purchase Agreement in replacement of its predecessor. 
  

	4.	[*CTR].  

 4.1      [*CTR].
Upon execution of this SA-9, Boeing shall [*CTR] Customer the [*CTR]. The parties agree that the [*CTR]. Boeing will [*CTR] pursuant to the [*CTR], as follows: 
  

					
	 	  	
                       
     [*CTR]
	  	
                       
     [*CTR]

	       [*CTR] 2017
	  	
        [*CTR]
	  	
        [*CTR]

	       [*CTR] 2017
	  	
        [*CTR]
	  	
        [*CTR]


 4.2 Future [*CTR]. The [*CTR] in accordance with Section 1.4 of Letter Agreement
6-1662-CLO-1047R3 entitled “[*CTR]”. For the avoidance of doubt, [*CTR] as follows: 
 [*CTR] 

[*CTR] 

  

					
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	5.	Effect on Purchase Agreement.  

 5.1
      Table 1 Reference Clarifications. The following references in the Purchase Agreement and the associated exhibits, supplemental exhibits, and letter agreements to the Purchase Agreement to “Table
1(R5)” is now deemed to refer to “Table 1(R6)”. Specifically: 
  

	
	 
	
Location of References
  

	  

Articles 1, 2, 3 (all sections), 4 (all sections), and Section 5.1 of the Basic Articles

 

	  

Exhibit C(R1), Definitions of “Aircraft” and “Engine”

 

	  

Section 1 of Supplemental Exhibit AE1

 

	  

Section 1 of Supplemental Exhibit EE1

 

	  

Section 1 (definition of “Firm Aircraft”) of Letter Agreement 6-1162-TRW-0664R1 entitled
“Aircraft Purchase Rights and Substitution Rights”
  

	  

Section 1.1 of LA 6-1162-TRW-0672R1 entitled “[*CTR]”

 

	  

Section 3 of Letter Agreement 6-1162-TRW-0674R3 entitled “Business Considerations”

 


 5.2       Except as expressly set forth herein, all terms and
provisions contained in the Purchase Agreement shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, and agreements,
understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof and may be changed only in writing signed by authorized representatives of the parties. 

  

					
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	  	SA-9	  	Page 3        

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	   AGREED AND ACCEPTED

		
	   April 24, 2017
	  	
	   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 and Treasurer

	   Title
	  	   Title



  

					
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	  	SA-9	  	Page 4        

 BOEING PROPRIETARY 








 TABLE OF CONTENTS 
  

					
	
ARTICLES	  		  	SA
NUMBER
	1.	  	 Quantity, Model and Description
	  	SA-3
	2.	  	 Delivery Schedule
	  	SA-3
	3.	  	 Price
	  	SA-3
	4.	  	 Payment
	  	SA-3
	5.	  	 Miscellaneous
	  	SA-3
	6.	  	 Confidential Treatment

		
	TABLE	  	
	1.	  	 Aircraft Information Table – TRENT
	  	SA-2
			
	1(R6)	  	 787-9 Aircraft Information Table – GENX
	  	SA-9
			
	2(R1)	  	787-8 Aircraft Information Table – GENX
      ([*CTR] (12) 787-8 Aircraft)	  	SA-5
			
	3(R1)	  	787-8 Aircraft Information Table – GENX
      ([*CTR] Eight (8) 787-8 Aircraft, yielding Twenty (20) 787-8
      Aircraft)	  	SA-5
			
	4	  	 WITHDRAWN
	  	SA-6
		
	EXHIBIT	  	
	A(R2).	  	 Aircraft Configuration for [*CTR] Aircraft
	  	SA-7
	A2(R3)	  	 Aircraft Configuration for [*CTR] Aircraft
	  	SA-6
	B(R1).	  	 Aircraft Delivery Requirements and Responsibilities
	  	SA-3
	C(R1).	  	 Defined Terms
	  	        SA-3        


 

					
	SUPPLEMENTAL EXHIBITS	  		  	
	AE1.	  	 [*CTR]
	  	
	BFE1(R1).	  	 Buyer Furnished Equipment Variables 787-9
	  	        SA-3        
	BFE2.	  	 Buyer Furnished Equipment Variables 787-8
	  	SA-3
	CS1.	  	 787 Customer Support Document
	  	
	EE1.	  	 [*CTR]
	  	
	EE1.	  	 [*CTR]
	  	SA-2
	EE2.	  	 [*CTR]
	  	SA-4
	SLP1.	  	 Service Life Policy Components
	  	


  

					
	 P.A. No. 3219

Table of Contents
	  		  	 SA-9

Page 1


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









 TABLE OF CONTENTS, continued 

 

					
	LETTER AGREEMENTS	  		  	SA
NUMBER
	3219-01	  	 [*CTR]
	  	
			
	3219-02	  	 Special Terms – Seats and In-Flight Entertainment
	  	
			
	3219-04	  	 [*CTR]
	  	
			
	3219-05R1	  	 Spare Parts Commitments
	  	SA-3
			
	3219-06R1	  	 Spare Parts Initial Provisioning
	  	SA-3
			
	3219-08R2	  	 Open Configuration Matters Withdrawn
	  	SA-8
			
	6-1162-AKP-071R1	  	 [*CTR]
      Terminated per AAL-PA-1977-LA-1105595
	  	
			
	6-1162-AKP-072R2	  	 [*CTR]
      Terminated per AAL-PA-1977-LA-1105595
	  	
			
	6-1162-AKP-073R1	  	 Accident Claims and Litigation
	  	
			
	6-1162-CLO-1031R1	  	 [*CTR]
  

WITHDRAWN
	  	 SA-2

SA-3

			
	6-1162-CLO-1032R1	  	 [*CTR]
      Terminated
	  	SA-3
			
	6-1162-CLO-1039	  	 [*CTR]
	  	
			
	6-1162-CLO-1042	  	 [*CTR]
	  	
			
	6-1162-CLO-1043R1	  	 787 Inspection Process
	  	SA-3
			
	6-1162-CLO-1045R1	  	 [*CTR]
	  	SA-2
			
	6-1162-CLO-1046	  	 SA-eE, COTS Software and End User License Matters

      WITHDRAWN
	  	SA-3
			
	6-1162-CLO-1047R2	  	 [*CTR]
	  	SA-6
			
	6-1162-CLO-1048	  	 Final Matters
	  	SA-2
			
	6-1162-CLO-1049R2	  	 CS1 Matters
	  	SA-6
			
	6-1162-TRW-0664R1	  	Aircraft Purchase Rights and Substitution Rights	  	SA-4
		  	Attachment A(R2) – MADP Exercise Dates	  	SA-6
		  	Attachment B(R2) – QADP Exercise Dates	  	SA-6
		  	Attachment C(R3) – MADP & QADP Rights Aircraft:
      Description/Price Data	  	SA-8
		  	Attachment D – Form of Purchase Agreement
      Supplement	  	SA-3
		  	 Attachment E – Letter Agreements To Be Included In
Purchase Agreement
Supplement: WITHDRAWN
	  	SA-6


  

					
	 P.A. No. 3219

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	  		  	 SA-9

Page 2


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









 TABLE OF CONTENTS, continued 

 

					
	LETTER AGREEMENTS	  		  	SA
NUMBER
			
	6-1162-TRW-0665	  	 [*CTR]
	  	SA-3
			
	6-1162-TRW-0666	  	 [*CTR]
	  	SA-3
			
	6-1162-TRW-0667R2	  	 [*CTR]
	  	SA-9
			
	6-1162-TRW-0668R1	  	 Special Matters Relating to COTS Software and End User License Agreements
	  	SA-3
			
	6-1162-TRW-0670R1	  	 Miscellaneous Commitments for Model 787 Aircraft
	  	SA-3
			
	6-1162-TRW-0671	  	 [*CTR]

WITHDRAWN
	  	SA-3
			
	6-1162-TRW-0672R1	  	 Promotional Support Agreement
	  	SA-3
			
	6-1162-TRW-0673R1	  	 Confidentiality
	  	SA-3
			
	6-1162-TRW-0674R3	  	 Business Considerations
	  	SA-6
			
	AAL-PA-3219-LA-08836R1	  	 [*CTR]
	  	SA-6
			
	AAL-PA-3219-LA-08837R1	  	 [*CTR]
	  	SA-6
			
	AAL-PA-3219-LA-08838	  	 [*CTR]
	  	SA-3
			
	AAL-LA-1106678	  	 Assignment Matters
	  	SA-3
			
	AAL-PA-3219-LA-1302236R1	  	 [*CTR]
	  	SA-6
			
	AAL-PA-3219-LA-1604503	  	 787 [*CTR] Matters
	  	SA-8


  

					
	 P.A. No. 3219

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	  		  	 SA-9

Page 3


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PROPRIETARY 
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 Table 1(R6) To Purchase Agreement No. PA-03219 

787-9 Aircraft Delivery, Description, Price and Advance Payments 

[*CTR] 
  

																	
	Airframe Model/MTOW:	 	787-9	 	553,000 pounds	 		 	Detail Specification:	 	[*CTR]	 		 		 	
								
	Engine Model/Thrust:	 	GENX-1B74/75	 	  74,100 pounds	 		 	Airframe Price Base Year/Escalation Formula:	 	[*CTR]	 		 	[*CTR]
								
	Airframe Price:	 		 	$[*CTR]	 		 	Engine Price Base Year/Escalation Formula:	 	[*CTR]	 		 	[*CTR]
									
	Optional Features:	 		 	        $[*CTR]	 		 		 		 		 		 	
									
	Sub-Total of Airframe and Features:	 		 	$[*CTR]	 		 	Airframe Escalation Data:	 		 		 		 	
									
	Engine Price (Per Aircraft):	 		 	$[*CTR]	 	            	 	Base Year Index (ECI):	 		 		 	[*CTR]  	 	
								
	Aircraft Basic Price (Excluding BFE/SPE):	 	  $[*CTR]	 		 	Base Year Index (CPI):	 		 		 	[*CTR]	 	
									
		 		 	  
	 		 		 		 		 		 	
								
	Buyer Furnished Equipment (BFE) Estimate:	 	$[*CTR]	 		 	Engine Escalation Data:	 		 		 		 	
								
	In-Flight Entertainment (IFE) Estimate:	 	$[*CTR]	 		 	Base Year Index (ECI):	 		 		 	[*CTR]	 	
									
	Fixed Price Options	 		 	$[*CTR]	 		 	Base Year Index (CPI):	 		 		 	[*CTR]	 	
									
	Deposit per Aircraft:	 		 	$[*CTR]	 		 		 		 		 		 	

  

																			
	
 
 Delivery

 
 Date
	  	
Number of  
  

 
 Aircraft  
	  	  

Escalation  
  

Factor  
  

(Airframe)  
	  	  

Escalation  
  

Factor  
  

(Engine)  
	  	  

Manufacturer  
  

Serial Number  
	  	  

Escalation Estimate  
  

Adv Payment Base  
  

Price Per A/P  
	  	  

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	  	  	  	  	  	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	
Total
  

[*CTR]

	  

[*CTR]-2016  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2016  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2016  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2016  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2017  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2017  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2017  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2017  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2017  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2017  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2017  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2017  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	  

[*CTR]-2017  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]


  

					
	 AAL-PA-03219 105140-1F.txt
	  	Boeing Proprietary	  	 SA-9, Table 1(R6),
 Page
1


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









 Table 1(R6) To Purchase Agreement No. PA-03219 

787-9 Aircraft Delivery, Description, Price and Advance Payments 

[*CTR] 
  

																			
	
Delivery
  

Date
	  	
Number of  
  

Aircraft  
	  	  

Escalation  
  

Factor  
  

(Airframe)  
	  	
Escalation  
  

Factor  
  

(Engine)  
	  	
Manufacturer  
  

Serial Number  
	  	
Escalation Estimate  
  

Adv Payment Base  
  

Price Per A/P  
	  	Advance Payment Per Aircraft (Amts. 
Due/Mos. Prior to Delivery):
	  	  	  	  	  	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	
Total
  

 
 [*CTR]

	
[*CTR]-2017  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	
[*CTR]-2018  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	
[*CTR]-2018  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	
[*CTR]-2018  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	
[*CTR]-2018  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	
[*CTR]-2018  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	
[*CTR]-2018  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	
[*CTR]-2019  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]
	
[*CTR]-2019  
	  	1	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]	  	[*CTR]

         Total:
                    22 
 *Note: [*CTR] 

  

					
	 AAL-PA-03219 105140-1F.txt
	  	Boeing Proprietary	  	 SA-9, Table 1(R6),
 Page
2


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









 Attachment C(R1): Delivery Schedule for Covered Aircraft 

 

			
	Aircraft	  	Delivery Date
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]


  

					
	 P.A. No. 3219
	  	SA-9	  	L.A.6-1162-TRW-0667R2        
	 [*CTR]- Attachment C(R1)
	  	Page 1	  	

 BOEING PROPRIETARY 

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