SUPPLEMENTAL AGREEMENT NO. 28 to PURCHASE AGREEMENT NO. 03735 between THE BOEING COMPANY and AMERICAN AIRLINES, INC. Relating to Boeing Model 737 MAX Aircraft

Exhibit 10.102
Certain information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.


to

PURCHASE AGREEMENT NO. 03735

between
    
THE BOEING COMPANY

and


Relating to Boeing Model 737 MAX Aircraft

This SUPPLEMENTAL AGREEMENT No. 28 (SA-28) To PURCHASE AGREEMENT NO. 03735, entered into as of November _4__, 2022 (Effective Date), 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. 03735 dated February 1, 2013 relating to Boeing Model 737 MAX Aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;

    WHEREAS, Boeing and Customer agree that Customer may substitute the purchase of Boeing model 737-10 aircraft in place of any Firm Aircraft.

WHEREAS, Boeing and Customer agree to revise Letter Agreement No. AAL-PA-03735-LA-1106652R1 entitled “[****]”, including Attachments A(R1) and B(R1) to reflect [****].

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree that the Purchase Agreement is amended and supplemented as set forth below and otherwise agree as follows:





PA 03735 SA-28    
BOEING PROPRIETARY



1.Table of Contents.
The “Table Of Contents” to the Purchase Agreement referencing SA-27 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-28 in the footer to reflect changes made to the Purchase Agreement by this SA-28. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
2. Letter Agreements.
2.1    New Letter Agreement No. AAL-PA-3735-LA-2204032, (attached hereto) entitled “[****]” inclusive of Attachment A ([****]) and referencing SA-28 in the footer is hereby incorporated into the Purchase Agreement.
2.2    Letter Agreement No. AAL-PA-0375-LA-1106652R1 (including Attachment A(R1) and Attachment B(R1)) entitled “[****]” is hereby deleted in its entirety and replaced with Letter Agreement No. AAL-PA-0375-LA-1106652R2 (including Attachment A(R2) and Attachment B(R2) (attached hereto) entitled “[****]” ([****]) referencing SA-28 in the footer. The [****] is hereby incorporated into the Purchase Agreement.

3.Miscellaneous.
3.1     The Purchase Agreement is amended and supplemented as set forth above by the revised Table Of Contents, [****], and the [****]. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.
3.2     References in the Purchase Agreement and any supplemental agreements and associated letter agreements to the tables, exhibits, supplemental exhibits and letter agreements listed in the left column of the below table shall be deemed to refer to the corresponding revised versions of the tables, exhibits, supplemental exhibits and letter agreements listed in the right column of the below table.

ReferenceReplacement Reference
Letter Agreement No. AAL-PA-03735-LA-1106652R1Letter Agreement No. AAL-PA-03735-LA-1106652R2

PA 03735    SA-28
    
BOEING PROPRIETARY


AGREED AND ACCEPTED this
November 4, 2022
Date
THE BOEING COMPANYAMERICAN AIRLINES, INC.
/s/ The Boeing Company/s/ American Airlines, Inc.
SignatureSignature
The Boeing CompanyAmerican Airlines
Printed namePrinted name
Attorney-in-FactVP, Treasurer
TitleTitle


















PA 03735    SA-28
    
BOEING PROPRIETARY



TABLE OF CONTENTS
ARTICLES
SA
NUMBER
Article 1.
Quantity, Model and Description
Article 2.
Delivery Schedule
Article 3.
Price
Article 4.
Payment
Article 5.
Additional Terms
Article 6.
Confidentiality
TABLE
1R12
1-2
1-3R6

1-4R6
Aircraft Information Table
Revised Delivery Aircraft Information Table
[****]Delivery, Description, Price, and Advance Payments
737-8 [****] Aircraft Delivery, Description, Price, and Advance Payments
19
9
19

27
EXHIBITS
AR1
A2
Aircraft Configuration
Revised Delivery Aircraft Configuration
6
9
B.
Aircraft Delivery Requirements and Responsibilities
C.
Definitions
SUPPLEMENTAL EXHIBITS
AE1.
[****]
BFE1.
BFE Variables
CS1R1.
[****]4
EE1.
[****]
SLP1.
[****]
LETTER AGREEMENTS
LA-1106648R1Special Matters6
LA-1106649[****]
LA-1106650R6[****]22
LA-1106651R10[****]27
LA-1106652R2[****]28
LA-1106654AGTA Terms Revisions for MAX
PA-03735    TABLE OF CONTENTS, Page 1 of 2    SA-28
BOEING PROPRIETARY

TABLE OF CONTENTS, continued
LA-1106655
Open Matters – 737 MAX Withdrawn
6
LA-1106656R1Most Favored Customer – 737 MAX1
LA-0000000X0[****]2
LA-1106663 R1[****]2
LA-1106664 R1[****]2
LA-1106658[****]
LA-1106659R3[****]21
LA-1106660Spare Parts Initial Provisioning
LETTER AGREEMENTS, continued
SA
NUMBER
LA-1106661R2[****]2
LA-1106667[****]
LA-1106668R1[****]8
LA-1106669[****]
LA-1106670Confidentiality
LA-1106671R1Miscellaneous Commitments1
LA-1106672Extended Warranty Option
LA-0000000X0*4
LA-1106677Optional Features Comfort Letter
LA-1600073Non-ETOPS Bundled Optional Features Credit Memorandum4
LA-1600852[****]5
LA-1603773[****]5
LA-1605402R1[****]23
LA-1700919[****]7
LA-1801206[****]8
LA-2002704[****]11
LA-2002743[****]11
LA-2003342[****]11
LA-2003486[****]14
LA-2204032[****]28
* - This is an intended gap as there are no Letter Agreements LA-1106674 through LA-1106676 incorporated by the Purchase Agreement.



PA-03735    TABLE OF CONTENTS, Page 2 of 2    SA-28
BOEING PROPRIETARY

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The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207



AAL-PA-03735-LA-1106652R2


P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616

    
Subject:    [****]


Reference:    Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737MAX aircraft (Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Customer may [****] the purchase of either [****] (Eligible Models) in place of any Firm Aircraft, as defined in article 1 below, subject to the following terms and conditions:

1.Definitions.

[****], for purposes of this Letter Agreement, means the Boeing model 737-8 aircraft identified on Table 1R12, 1-2, 1-3R6, and 1-4R6 to the Purchase Agreement (as may be amended from time to time) [****].

[****] means [****].

[****] means [****].
2.Customer’s [****].
Customer shall [****] ([****]) of its [****] ([****]) with the [****]:
(i)[****] or;
(ii)[****].
Such [****].
3.Boeing’s [****].
3.1Customer’s [****].
3.2If Boeing [****].
AAL-PA-03735-LA-1106652R2    SA-28
[****]    Page 1 of 5
BOEING PROPRIETARY
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3.3All of Boeing’s [****].
4.[****].
The [****].
5.[****].
Boeing and Customer will [****] into the Purchase Agreement. Boeing and Customer will [****] in accordance with Section 3.2, above. Upon the [****] pursuant to this Section 5, the [****] for purposes of this Letter Agreement and an “[****]” as defined in the Purchase Agreement and shall be governed by the Purchase Agreement.
6.[****].
6.1The [****] are set forth in Attachment A(R2) and Attachment B(R2), respectively, hereto. The [****] in accordance with the provisions of Supplemental Exhibit AE1. The [****] in accordance with the provisions of Supplemental Exhibit AE1. Attachment A(R2) and Attachment B(R2) [****], however and for the avoidance of doubt, if [****], Customer [****] pursuant to the terms and conditions of this Letter Agreement, [****] on Attachment A(R2) or Attachment B(R2).
6.2Any [****] (the [****]) will be [****]. [****]. If [****], then [****].
6.3At the [****], Boeing will [****] pursuant to and in accordance with Letter Agreement AAL-PA-03735-LA-1106648R1 entitled “[****]”, as it may be subsequently amended.

7.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned, in whole or in part.
8.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 to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.






AAL-PA-03735-LA-1106652R2    SA-28
[****]    Page 2 of 5
BOEING PROPRIETARY
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(Intentionally Left Blank)






AAL-PA-03735-LA-1106652R2    SA-28
[****]    Page 3 of 5
BOEING PROPRIETARY
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Very truly yours,


THE BOEING COMPANY
By:/s/ The Boeing Company
Its:Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:November 4, 2022
AMERICAN AIRLINES, INC.
By:/s/ American Airlines, Inc.
Its:VP, Treasurer



AAL-PA-03735-LA-1106652R2    SA-28
[****]    Page 4 of 5
BOEING PROPRIETARY

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    The Boeing Company
    P.O. Box 3707
    Seattle, WA 98124 2207
image_14a.jpg

AAL-PA-03735-LA-2204032


P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616


Subject:    [****]


Reference:    Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
Customer may [****] the purchase of [****] aircraft in place of any Firm Aircraft, as defined in Section 1 below, subject to the following terms and conditions:
1.Definitions.

[****], for purposes of this Letter Agreement, means the Boeing model 737-8 aircraft identified on Table 1R12, 1-2, 1-3R6, and 1-4R5 to the Purchase Agreement (as may be amended from time to time) [****].

[****], for purposes of this Letter Agreement, means [****].

[****], for purposes of this Letter Agreement, means [****].

2.Customer’s [****].
Customer shall [****] ([****]) of its [****] ([****]) with the [****],
    
(i)[****], or;
(ii)[****].
Such [****].
3.[****].
3.1Customer’s [****].
3.2If Boeing [****].
3.3    All of Boeing’s [****].
4.[****].
AAL-PA-03735-LA-2204032    SA-28
[****]     Page 1 of 5
BOEING PROPRIETARY
        
Boeing and Customer will [****] into the Purchase Agreement. Boeing and Customer will [****] in accordance with Section 3.2 above. Upon the [****] pursuant to this Section 4, the [****] for purposes of this Letter Agreement and an “[****]” as defined in the Purchase Agreement and shall be governed by the Purchase Agreement.
5.[****].
5.1The [****] is set forth in Attachment A of this Letter Agreement. The [****] in accordance with the provisions of Supplemental Exhibit AE1 to the Purchase Agreement. The [****] in accordance with the provisions of Supplemental Exhibit AE1.  [****].
5.2Any [****] (the [****]) will [****]. [****]. If [****], then [****].
5.3At the [****], Boeing will [****]:
5.3.1[****].
5.3.1.1[****].
5.3.1.2[****].
5.3.1.3    [****].
5.3.2[****].
5.3.2.1[****]. [****].
5.3.2.2[****]. Except as otherwise noted in Section 5.3.1.2 above, [****].
5.3.3Other Terms.
5.3.3.1[****].
6.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.
7.Confidentiality.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670 entitled “Confidentiality”.

AAL-PA-03735-LA-2204032    SA-28
[****]     Page 2 of 5
BOEING PROPRIETARY
        
ACCEPTED AND AGREED TO this
Date:
November 4, 2022
AMERICAN AIRLINES, INC.THE BOEING COMPANY
By:/s/ American Airlines, Inc.By:/s/ The Boeing Company
Title:VP, TreasurerTitle:Attorney-In-Fact


AAL-PA-03735-LA-2204032    SA-28
[****]     Page 3 of 5
BOEING PROPRIETARY
        
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Filed: February 22nd, 2023
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