Supplemental Agreement No. 39 to Purchase Agreement No. 1977 between The Boeing Company and American Airlines, Inc. Relating to Boeing Model 737-800 Aircraft

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 Xx. XXX-XX-0000-XX-0000000 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 Xx. XXX-XX-0000-XX-0000000 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
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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 – XX-00 Xxxxxxxxx Xxxxxxxx			XX-00
0X		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			XX-00
XXX-XX-0000-XX-0000000		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 0			XX-00
XXX-XX-0000-XX-00000		Xxxxxxx Payments and Permitted Transactions 0			XX-00
XXX-XX-0000-XX-0000000		Xxxxxxx Payments and Permitted Transactions 4			SA-35
AAL-PA-1977-LA-1105272R1		Business Considerations 0			XX-00
XXX-XX-0000-XX-0000000		Xxxx Configuration Matters			SA-35
AAL-PA-1977-LA-1105863		Performance Guarantees for Rights Aircraft			XX-00
XXX-XX-0000-XX-00000		Xxxxxxxx Xxxxxxxxxxxxxx 0			XX-00
XXX-XX-0000-XX-00000		[*CTR]			XX-00
XXX-XX-0000-XX-0000000		[*CTR]			XX-00
XXX-XX-0000-XX-0000000		[*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]