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. 

  

					
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	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] 

  

					
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 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

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 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
	  			


  

					
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 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
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 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
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 AAL-PA-1977-LA-1502819 

American Airlines, Inc. 
 PO Box 619616 

Fort Worth, Texas 76155-9616 
  

	Attention:	Mr. Cliff Eiland 

 Sr. Analyst, Fleet Transactions 

Mr. Jay Hancock 
 Managing
Director, Fleet Transactions 
  

	Subject:	[*CTR] 

  

	Reference:	a.) Purchase Agreement No. 1977 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-823 aircraft 


b) AGTA-AAL (AGTA) between Boeing and Customer 

This letter agreement (Letter Agreement) is entered into on the date below, and amends and supplements the Purchase Agreement. All
capitalized terms used herein but not otherwise defined in this Letter Agreement have the same meaning as in the Purchase Agreement. 

Customer has [*CTR] Boeing to [*CTR] Customer to [*CTR], including all [*CTR] (collectively, [*CTR]) for [*CTR] aircraft. Customer plans to
[*CTR] aircraft and [*CTR]. The parties shall [*CTR] the Aircraft on which such [*CTR].
 Boeing has agreed to [*CTR] on the Aircraft
subject to the conditions contained in this Letter Agreement. 
 1. Customer will [*CTR] (Supplier) to: 

1.1. Completely [*CTR] (including all [*CTR] (collectively, [*CTR]), consistent with new [*CTR]. Any [*CTR].

1.2. Do each of the following [*CTR]: (a) [*CTR], (b) [*CTR], (c) [*CTR], and (d) [*CTR] to Boeing. 

2. The [*CTR] will be [*CTR] Boeing and Customer representatives per the [*CTR]. Beyond the current [*CTR] will also be [*CTR]. 

2.1. Any (a) [*CTR] or (b) other [*CTR] discovered during such [*CTR] (to the [*CTR] (i) in order to [*CTR] or (ii) as otherwise [*CTR]), and
such [*CTR] (if applicable) will be [*CTR]. For the avoidance of doubt, Customer may [*CTR] (in Customer’s sole discretion) [*CTR]. 

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 2.2. Customer shall cause [*CTR] one (1) [*CTR] to Boeing. The [*CTR] must include a list of all
[*CTR]. Supplier shall [*CTR]. 
 2.3. Prior to [*CTR], Customer will [*CTR]. 

3. Upon [*CTR] as follows: 

3.1. Customer and Boeing will [*CTR]. If any such [*CTR], Boeing shall [*CTR]; however, other than is set forth in this Section 3.1, in
[*CTR]. At the time of Aircraft delivery, to the extent Customer and Boeing have [*CTR], Customer will [*CTR]. 
 3.2. Similar to
Boeing’s responsibility for [*CTR], upon Customer’s [*CTR], Boeing shall be [*CTR]. 
 4. Boeing will [*CTR] on the applicable
Aircraft. Aircraft with [*CTR] will be delivered to Customer with [*CTR]. 
 5. Customer will be responsible for [*CTR] on the Aircraft with
[*CTR] delivery of such Aircraft. 
 6. Boeing will [*CTR]. 

7. Customer shall cause [*CTR]. 

8. Boeing will [*CTR]. 
 9.
Customer will [*CTR] with the terms and conditions of this Letter Agreement. 
 10. 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 in accordance with Letter Agreement 6-1162-AKP-082 entitled “Confidentiality”. 

[Remainder of Page Intentionally Left Blank] 

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	 	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207
  


  
 Very truly yours,

  

					
	THE BOEING COMPANY
		
	By	 	 /s/ The Boeing Company

	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 June 2, 2016

	
	AMERICAN AIRLINES, INC.
		
	By	 	 /s/ American Airlines, Inc.

	Its	 	 Vice President and Treasurer


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