EX-10.4



 Exhibit 10.4 

Supplemental Agreement No. 39 
 to

 Purchase Agreement No. 1977 

between 
 The Boeing Company 

and 
 American Airlines, Inc. 

Relating to Boeing Model 737-800 Aircraft 

THIS SUPPLEMENTAL AGREEMENT No. 39 (SA-39), entered into as of June 2, 2016, 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. 1977 dated October 31, 1997, relating to Boeing Model 737-823 aircraft,
as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement; and 

WHEREAS, Boeing and Customer desire to add Letter Agreement No. AAL-PA-1977-LA-1502819 entitled “[*CTR]” to the Purchase
Agreement; 
 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
referencing SA-38 in the footer is deleted in its entirety and is replaced with the new “Table of Contents” (attached hereto) referencing SA-39 in the footer. Such new Table of Contents is hereby incorporated into the Purchase
Agreement in replacement of its predecessor. 

  

					
	P.A. No. 1977	 	SA-39	 	Page 1
	AAL	 		 	

 BOEING PROPRIETARY 

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









	2.	Letter Agreements: 

 Letter Agreement No. AAL-PA-1977-LA-1502819 entitled
“[*CTR]” is hereby incorporated into and made a part of the Purchase Agreement. 
 [This space intentionally left blank] 

  

					
	P.A. No. 1977	 	SA-39	 	Page 2
	AAL	 		 	

 BOEING PROPRIETARY 

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








 EXECUTED IN DUPLICATE as of the day and year first above written. 

 

					
	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
	 		 	 Vice President & Treasurer

	Title	 		 	Title


  

					
	 P.A. No. 1977
 AAL
	 	SA-39	 	Page 3

 BOEING PROPRIETARY 








 TABLE OF CONTENTS 
  

							
	 ARTICLES
	 	 	  	 SA

NUMBER
	 
			
	1.	 	 Quantity, Model and Description
	  	 	SA-21	  
	2.	 	 Delivery Schedule
	  			
	3.	 	 Price
	  			
	4.	 	 Payment
	  			
	5.	 	 Miscellaneous
	  			
			
	 TABLE
	 	 	  	 	 
			
	1	 	 Aircraft Delivery, Description, Price and Advance Payments
	  	 	SA-29	  
			
	1A	 	 Aircraft Delivery, Description, Price and Advance Payments – [*CTR]
	  	 	SA-33	  
			
	1B	 	 Aircraft Delivery, Description, Price and Advance Payments – Exercised MADP Aircraft
	  	 	SA-33	  
			
	1C	 	 Aircraft Delivery, Description, Price and Advance Payments – [*CTR]
	  	 	SA-33	  
			
	1D	 	 Aircraft Delivery, Description, Price and Advance Payments – Boeing Sky Interior
Aircraft
	  	 	SA-33	  
			
	1E	 	 Aircraft Delivery, Description, Price and Advance Payments –
SA-34 Exercised Aircraft
	  	 	SA-34	  
			
	1F	 	 Aircraft Delivery, Description, Price and Advance Payments – Purchased Aircraft
	  	 	SA-38	  
			
	 EXHIBITS
	 	 	  	 	 
			
	A	 	 Aircraft Configuration
	  			
			
	A1	 	 Aircraft Configuration
	  	 	SA-33	  
			
	A2	 	 Aircraft Configuration
	  	 	SA-33	  
			
	B	 	 Aircraft Delivery Requirements and Responsibilities
	  			
			
	C	 	 Defined Terms
	  			
			
	 SUPPLEMENTAL EXHIBITS
	 	 	  	 	 
			
	AE1	 	 Escalation Adjustment Airframe and Optional Features
	  	 	SA-20	  
			
	BFE1	 	 BFE Variables
	  	 	SA-35	  
			
	CS1	 	 Customer Support Variables
	  			
			
	SLP1	 	 Service Life Policy Components
	  			
			
	EE1	 	 Engine Escalation, Engine Warranty and Patent Indemnity
	  			


  

					
	P.A. No. 1977	 		 	SA-39
	AAL	 	Table of Contents	 	Page 1

 BOEING 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-AKP-070	 	 Miscellaneous Commitments for Model 737, 757,767 and 777 Aircraft
	  			
			
	6-1162-AKP-072R1	 	 [*CTR]
	  			
		 	 Terminated Per AAL-PA-1977-LA-1105595
	  			
			
	6-1162-AKP-073	 	 Accident Claims and Litigation
	  			
			
	6-1162-AKP-074R2	 	 Business Considerations
	  			
			
	6-1162-AKP-075R1	 	 Aircraft Purchase Rights and Substitution Rights
	  	 	SA-35	  
		 	 - Attachment A
	  	 	SA-35	  
		 	 - Attachment B
	  	 	SA-35	  
		 	 - Attachment C
	  	 	SA-35	  
			
	6-1162-AKP-076	 	 Aircraft Performance Guarantees
	  			
			
	6-1162-AKP-077	 	 Spares Matters
	  			
			
	6-1162-AKP-078	 	 Model 737 Miscellaneous Commitments
	  			
			
	6-1162-AKP-079	 	 [*CTR]
	  			
			
	6-1162-AKP-080	 	 Installation of Cabin Systems Equipment
	  			
			
	6-1162-AKP-081	 	 Model 737 Maintenance Cost Commitment
	  			
			
	6-1162-AKP-082	 	 Confidentiality
	  			
			
	6-1162-AKP-083	 	 Model 737 Introduction Cost Commitment
	  			
			
	6-1162-AKP-084	 	 Performance Retention Commitment
	  			
			
	6-1162-AKP-085	 	 Component Reliability Commitments
	  			
			
	6-1162-AKP-117	 	 Delivery Schedule
	  			
			
	6-1162-SSM-1405R1	 	 Multiple Operating Weight Program Attachment B
	  	 	SA-35	  
		 	 - Attachment B
	  	 	SA-35	  
			
	6-1162-CLO-1035	 	 Aircraft Performance Guarantees
	  	 	SA-28	  
			
	AAL-PA-1977-LA-1105509	 	 Aircraft Performance Guarantees, 737-700
	  	 	SA-35	  
			
	 AAL-PA-1977-LA-1105511
	 	 Aircraft Performance Guarantees, 737-900ER
	  	 	SA-35	  


  

					
	P.A. No. 1977	 		 	SA-39
	AAL	 	Table of Contents	 	Page 2

 BOEING PROPRIETARY 

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








 TABLE OF CONTENTS, continued 

 

							
	LETTER AGREEMENTS, Continued	 	 	  	SA
NUMBER	 
			
	6-1162-CLO-1038	 	 Advance Payments and Permitted Transactions
	  	 	SA-31	  
			
	6-1162-CLO-1082	 	 Advance Payments and Permitted Transactions 2
	  	 	SA-32	  
			
	AAL-PA-1977-LA-01073	 	 Advance Payments and Permitted Transactions 3
	  	 	SA-34	  
			
	AAL-PA-1977-LA-1105271	 	 Advance Payments and Permitted Transactions 4
	  	 	SA-35	  
			
	AAL-PA-1977-LA-1105272R1	 	 Business Considerations 2
	  	 	SA-36	  
			
	AAL-PA-1977-LA-1105616	 	 Open Configuration Matters
	  	 	SA-35	  
			
	AAL-PA-1977-LA-1105863	 	 Performance Guarantees for Rights Aircraft
	  	 	SA-35	  
			
	AAL-PA-1977-LA-08834	 	 Business Considerations 3
	  	 	SA-36	  
			
	AAL-PA-1977-LA-08835	 	 [*CTR]
	  	 	SA-36	  
			
	AAL-PA-1977-LA-1106665	 	 [*CTR]
	  	 	SA-36	  
			
	AAL-PA-1977-LA-1106666	 	 [*CTR]
	  	 	SA-36	  
			
	AAL-LA-1106678	 	 Assignment Matters
	  	 	SA-36	  
			
	AAL-PA-1977-LA-1502819	 	 [*CTR]
	  	 	SA-39	  


  

					
	P.A. No. 1977	 		 	SA-39
	AAL	 	Table of Contents	 	Page 3

 BOEING PROPRIETARY 

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