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
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[*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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[*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

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

AAL-PA-1977-LA-1502819

American Airlines, Inc.

XX Xxx 000000

Xxxx Xxxxx, Xxxxx 00000-0000

Attention: Xx. Xxxxx Xxxxxx

Xx. Analyst, Fleet Transactions

Xx. Xxx Xxxxxxx

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

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”.

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

The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000  

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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