EX-10.3



 Exhibit 10.3 

Amendment No. 9 
 to the 

Amended and Restated Airbus A350 XWB Purchase Agreement 

dated as of October 2, 2007 

between 
 AIRBUS S.A.S. 

and 
 AMERICAN AIRLINES, INC. 

This Amendment No. 9 to the Amended and Restated Airbus A350 XWB Purchase Agreement between Airbus S.A.S. and American
Airlines, Inc. (as successor in interest to US Airways, Inc.) (this “Amendment”) is entered into as of April 24, 2017 by and between Airbus S.A.S., a société par actions simplifiée, organized and
existing under the laws of the Republic of France, having its registered office located at 1, rond-point Maurice Bellonte, 31700 Blagnac, France (the “Seller”), and American Airlines, Inc., a corporation organized and existing under
the laws of the State of Delaware, United States of America, having its principal corporate offices located at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, U.S.A., as successor by merger to US Airways, Inc. (the “Buyer”).

 W I T N E S S E T H 

WHEREAS, the Buyer and the Seller entered into an Amended and Restated Airbus A350 XWB Purchase Agreement, dated as of
October 2, 2007 (together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time, hereinafter called the “Agreement”); 

WHEREAS, the Buyer and the Seller entered into an Airbus A320 Family Aircraft Purchase Agreement, dated as of July 20,
2011 (together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time, hereinafter called the “Airbus A320 Agreement”); 

WHEREAS, the Buyer and the Seller have agreed to amend the Scheduled Delivery Months applicable to the Aircraft as set forth
herein; and 
 WHEREAS, the Buyer and the Seller have agreed to amend certain additional terms of the Agreement as set forth
herein. 
 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 

Capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the
Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment. 








	1.	DELIVERY 

  

	1.1	 The Seller and the Buyer agree to reschedule the Scheduled Delivery Month of each of the ten
(10) Aircraft identified in Clause 9.1.1 of the Agreement with [*CTR]. 


  

	1.2	 Clause 9.1.1 of the Agreement is hereby deleted and restated to read in its entirety as follows:



 QUOTE 

9.1.1      Subject to any delay contemplated by Clauses 2, 7, 8, 10, 11.2, 18 or 21.2.1 of this
Agreement, the Seller will have the Aircraft Ready for Delivery at the Delivery Location within the following months (each, a “Scheduled Delivery Month”). 

 

									
	Year	  	Original CAC ID Number	  	New CAC ID Number	  	Aircraft	  	Scheduled
Delivery Month    
	2020	  	 [*CTR]

[*CTR]
	  	 [*CTR]

[*CTR]
	  	 A350-900 XWB Aircraft

A350-900 XWB Aircraft
	  	[*CTR]
 [*CTR]

	2021	  	 [*CTR]

[*CTR]
 [*CTR]

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

[*CTR]
 [*CTR]

[*CTR]
 [*CTR]
	  	 A350-900 XWB Aircraft

A350-900 XWB Aircraft
 A350-900 XWB Aircraft

A350-900 XWB Aircraft
 A350-900 XWB Aircraft
	  	[*CTR]
 [*CTR]

[*CTR]
 [*CTR]

[*CTR]

	2022	  	 [*CTR]

[*CTR]
 [*CTR]

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

[*CTR]
 [*CTR]

[*CTR]
 [*CTR]
	  	 A350-900 XWB Aircraft

A350-900 XWB Aircraft
 A350-900 XWB Aircraft

A350-900 XWB Aircraft
 A350-900 XWB Aircraft
	  	[*CTR]
 [*CTR]

[*CTR]
 [*CTR]

[*CTR]

	2023	  	 [*CTR]

[*CTR]
 [*CTR]

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

[*CTR]
 [*CTR]

[*CTR]
 [*CTR]
	  	 A350-900 XWB Aircraft

A350-900 XWB Aircraft
 A350-900 XWB Aircraft

A350-900 XWB Aircraft
 A350-900 XWB Aircraft]
	  	[*CTR]
 [*CTR]

[*CTR]
 [*CTR]

[*CTR]

	2024	  	 [*CTR]

[*CTR]
 [*CTR]

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

[*CTR]
 [*CTR]

[*CTR]
 [*CTR]
	  	 A350-900 XWB Aircraft

A350-900 XWB Aircraft
 A350-900 XWB Aircraft

A350-900 XWB Aircraft
 A350-900 XWB Aircraft
	  	[*CTR]
 [*CTR]

[*CTR]
 [*CTR]

[*CTR]

	TOTAL	  	22	  	 	  	 	  	 


 UNQUOTE 
  

	1.3	 Appendix B to the Amended and Restated Letter Agreement No. 12 to the Agreement dated as of
December 20, 2013 is hereby deleted in its entirety and replaced with the Appendix B attached hereto as Exhibit A. 



  
 AA – Amendment No. 9 to 

Amended and Restated Airbus A350 XWB Purchase Agreement 
 EXECUTION

 CONFIDENTIAL                 

2/7 
 [*CTR]=[CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 









	2.	PREDELIVERY PAYMENTS 

  

	2.1	The parties agree that effective as of the date of this Amendment, the [*CTR] in accordance with Clause 2.2, below. 

  

	2.2	The Seller has [*CTR], in respect of the Aircraft. Of such [*CTR], 

  

	 	(i)	 [*CTR] in accordance with clause 5.2.3 of the Agreement, 



 

	 	(ii)	 [*CTR] (as such term is defined in the Airbus A320 Agreement): 



a. 
 [*CTR] 

b. 
 [*CTR] 

c. 
 [*CTR]; and 

 

	 	(iii)	 [*CTR]: 



a. 
 [*CTR] 

b. 
 [*CTR] 

c. 
 [*CTR] 

d. 
 [*CTR] 

e. 
 [*CTR] 

f. 
 [*CTR] 

g. 
 [*CTR]. 

 

	3.	ESCALATION CAP 

 Paragraph 2.1 of Third Amended and Restated
Letter Agreement No. 5 is hereby deleted in its entirety and restated to read as follows: 
 QUOTE 

[*CTR] 

UNQUOTE 

  
 AA – Amendment No. 9 to 

Amended and Restated Airbus A350 XWB Purchase Agreement 
 EXECUTION

 CONFIDENTIAL                 

3/7 
 [*CTR]=[CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 









	4.	 [*CTR] 


  

	4.1	 Notwithstanding Paragraph 17 of Amended and Restated Letter Agreement No. 7, the [*CTR].



  

	4.2	 Notwithstanding Paragraph 18 of Amended and Restated Letter Agreement No. 7, the [*CTR].



  

	5.	CUSTOMIZATION 

 A new Clause 2.5 that reads as follows is hereby
added to the Agreement: 
 QUOTE 
  

	 	2.5	 Continued Customization 



Notwithstanding the fact that the parties have already achieved Contractual Definition Freeze in accordance with Clause 2.2 of the Agreement,
the Buyer shall [*CTR] prior to the Scheduled Delivery Month of the first Aircraft. 
 UNQUOTE 

 

	6.	EFFECT OF AMENDMENT 

  

	6.1	 Upon execution, this Amendment will constitute a valid amendment to the Agreement and the Agreement will be
deemed to be amended to the extent herein provided and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments or
representations whatsoever, whether oral or written, related to the subject matter of this Amendment. 


  

	6.2	 Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement, that
the provisions of the Agreement are hereby incorporated herein by reference, and that this Amendment will be governed by the provisions of the Agreement, except that if the Agreement and this Amendment have specific provisions that are inconsistent,
the specific provisions contained in this Amendment will govern. 


  

	7.	CONFIDENTIALITY 

 This Amendment is subject to the
confidentiality provisions set forth in Clause 22.7 of the Agreement. 
  

	8.	GOVERNING LAW 

 The governing law shall be as set forth in Clause
22.4 of the Agreement. 

  
 AA – Amendment No. 9 to 

Amended and Restated Airbus A350 XWB Purchase Agreement 
 EXECUTION

 CONFIDENTIAL                 

4/7 
 [*CTR]=[CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 









	9.	COUNTERPARTS 

 This Amendment may be signed in any number of
separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one and the same instrument. 

  
 AA – Amendment No. 9 to 

Amended and Restated Airbus A350 XWB Purchase Agreement 
 EXECUTION

 CONFIDENTIAL                 

5/7 








 If the foregoing correctly sets forth your understanding, please execute the original and one
(1) copy hereof in the space provided below and return a copy to the Seller. 
  

			
	 AMERICAN AIRLINES, INC.
	  	 AIRBUS S.A.S.

		
	 By: /s/ Thomas T.
Weir                    
	  	 By: /s/ Christophe Mourey            

		
	 Its:    
                                         
     
	  	 Its: Senior Vice President Contracts


  

  
 AA – Amendment No. 9 to 

Amended and Restated Airbus A350 XWB Purchase Agreement 

CONFIDENTIAL                 








 EXHIBIT A to AMENDMENT No. 9 

APPENDIX B TO 
 THE
AMENDED AND RESTATED LETTER AGREEMENT NO. 12 
 Planning for the delivery of the A350-900/Trent XWB 84,000 lb aircraft: 

 

					
	Scheduled Delivery Quarter	  	Year	  	Quantity
	[*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]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	[*CTR]	  	[*CTR]	  	[*CTR]
	 [*CTR]

 
	  	 	  	[*CTR]


  
 AA – Amendment No. 9 to 

Amended and Restated Airbus A350 XWB Purchase Agreement 
 EXECUTION

 CONFIDENTIAL                 

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