SUPPLEMENTAL AGREEMENT NO. 4 to Purchase Agreement No. 3219 between THE BOEING COMPANY and AMERICAN AIRLINES, INC. Relating to Boeing Model 787 Aircraft

Exhibit 10.6

SUPPLEMENTAL AGREEMENT NO. 4

to

Purchase Agreement No. 3219

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC. Relating

to Boeing Model 787 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 4 (SA-4) is made 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);

Boeing and Customer entered into Purchase Agreement No. 3219 dated October 15, 2008, relating to Boeing Model 787 aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;

[*CTR] the [*CTR] of four (4) Boeing Model [*CTR] aircraft ([*CTR] Aircraft) in lieu of four (4) Boeing Model [*CTR] aircraft. Boeing is [*CTR] to provide the [*CTR] Aircraft for delivery to Customer in [*CTR] 2015, [*CTR] 2016, [*CTR] 2016, and [*CTR] 2016. [*CTR];

Customer and Boeing have previously executed documents amending the Purchase Agreement to reflect Customer’s acceptance of [*CTR] (Package A), [*CTR] (Package B), [*CTR] (Package C), [*CTR] (Package D), [*CTR] (Package E), [*CTR] (Package F) and [*CTR] (Package G) (Customer’s acceptance of [*CTR] reflected in Package A, Package B, Package C, Package D, Package E, Package F and Package G mutually agreed to comprise Customer [*CTR] Changes) for [*CTR] aircraft (Customer [*CTR] Aircraft). [*CTR] changes to any [*CTR] Aircraft will be undertaken in the ordinary course of business with Boeing by Customer. With respect to such Customer [*CTR] Changes, Customer and Boeing now agree to replace the existing Exhibit A2 with a revised Exhibit A2 [*CTR] aircraft.

PA 3219 SA-4 Page 1

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NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set for the below and otherwise agree as follows:

1. Table of Contents.

Remove and replace, in its entirety, the current Table of Contents with the new Table of Contents (attached hereto), to reflect the incorporation of this SA-4 into the Purchase Agreement.

2. Tables.

2.1 Table 1(R2) entitled “787-9 Aircraft Delivery, Description, Price and Advance Payments” is revised by this SA-4, to recognize that with the execution of this SA-4 the following will occur: i) the deletion of four (4) [*CTR] Aircraft ([*CTR] 2015, [*CTR] 2016, and [*CTR] ([*CTR]) [*CTR] 2016) due to [*CTR] of the [*CTR] Aircraft into [*CTR] Aircraft; and ii) the [*CTR] ([*CTR]) [*CTR] ([*CTR] 2016 to [*CTR] 2016, and [*CTR] 2016 to [*CTR] 2016).

2.2 Table 3 entitled “787-8 Aircraft Delivery, Description, Price and Advance Payments – Four (4) [*CTR] Aircraft” is added to set forth the [*CTR] 787-8 Aircraft.

2.3 Each reference in the Purchase Agreement, and the exhibits, supplemental exhibits and letter agreement thereto, to “Aircraft” shall be deemed to include the [*CTR] Aircraft. Additionally, references in the Purchase Agreement, and the exhibits, supplemental exhibits and letter agreement thereto, to Table 1R2 and/or Table 2 are deemed, unless the context suggests otherwise, to refer to Table 3 as well.

3. Supplemental Exhibits.

Supplemental Xxxxxxx XX0 entitled “[*CTR]” is added to set forth [*CTR] that is applicable to the [*CTR] Aircraft.

4. Exhibits.

Exhibit A2 is replaced in its entirety with Exhibit A2R1 which references this SA-4 to [*CTR] the Customer [*CTR] Changes for each Customer [*CTR] Aircraft.

PA 3219 SA-4 Page 2

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5. [*CTR].

In accordance with Section [*CTR] of Letter Agreement 6-1162-TRW-0664R1, Aircraft Purchase Rights and Substitution Rights, Boeing shall promptly [*CTR] to Customer the [*CTR] of [*CTR] (as defined in the Letter Agreement) [*CTR] by Customer [*CTR] with respect to the [*CTR].

6. Effect on Purchase Agreement.

Except as expressly set forth herein, all terms and provisions contained in the Purchase Agreement shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, and agreements, understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof and may be changed only in writing signed by authorized representatives of the parties.

The Engine Price reflected in Table 3, [*CTR] applicable to each 787-8 Aircraft, is [*CTR] upon the [*CTR] in [*CTR] (including, but not limited to, the [*CTR]). In executing SA-4, each of the parties [*CTR].

The rest of this page is intentionally left blank.

PA 3219 SA-4 Page 3

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AGREED AND ACCEPTED

6/9/2014

Date

THE BOEING COMPANY				AMERICAN AIRLINES, INC.
/s/ THE BOEING COMPANY				/s/ AMERICAN AIRLINES, INC.
Signature				Signature
Printed name				Printed Name
Attorney-In-Fact				Vice President – Fleet Planning
Title				Title

PA 3219 SA-4 Page 4

TABLE OF CONTENTS

				SA NUMBER
ARTICLES
1.		Quantity, Model and Description			SA-3
2.		Delivery Schedule			SA-3
3.		Price			SA-3
4.		Payment			SA-3
5.		Miscellaneous			SA-3
6.		Confidential Treatment
TABLE
1.		Aircraft Information Table – XXXXX			XX-2
1(R2).		787-923 Aircraft Information Table – GENX			SA-3
2.		787-8 Aircraft Information Table – GENX			SA-3
3		787-8 Aircraft Information Table – GENX (4 Aircraft)			XX-0
XXXXXXX
X(X0).		Aircraft Configuration for [*CTR] Aircraft			SA-3
A2(R1)		Aircraft Configuration for [*CTR] Aircraft			SA-4
B(R1).		Aircraft Delivery Requirements and Responsibilities			SA-3
C(R1).		Defined Terms			SA-3
SUPPLEMENTAL EXHIBITS
AE1.		[*CTR]
BFE1(R1).		Buyer Furnished Equipment Variables 787-923			SA-3
BFE2.		Buyer Furnished Equipment Variables-787-8			SA-3
CS1.		787 Customer Support Document
EE1.		[*CTR]
EE1.		[*CTR]			XX-0
XX0		[*CTR]
SLP1.		Service Life Policy Components
LETTER AGREEMENTS
3219-01		[*CTR]

P.A. No. 3219 SA-4 Table of Contents, Page 1

BOEING PROPRIETARY

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TABLE OF CONTENTS, continued

				SA NUMBER
LETTER AGREEMENTS, CONTINUED
3219-02		Special Terms – Seats and In-Flight Entertainment
3219-04		[*CTR]
3219-05R1		Spare Parts Commitments			XX-0
0000-00X0		Xxxxx Parts Initial Provisioning			SA-3
3219-08R2		Open Configuration Matters			XX-0
0-0000-XXX-000X0		Xxxxxxxx Obligations
		Terminated per AAL-PA-1977-LA-1105595
6-1162-AKP-072R2		[*CTR]
		Terminated per AAL-PA-1977-LA-1105595
6-1162-AKP-073R1		Accident Claims and Litigation
6-1162-CLO-1031R1		[*CTR]			XX-0
		Xxxxxxxxx			XX-0
0-0000-XXX-0000X0		[*CTR]			XX-0
		Xxxxxxxxxx
0-0000-XXX-0000		[*CTR]
6-1162-CLO-1042		[*CTR]
6-1162-CLO-1043R1		787 Inspection Process			SA-3
6-1162-CLO-1045R1		[*CTR]			SA-2
6-1162-CLO-1046		[*CTR]
		Withdrawn			SA-3
6-1162-CLO-1047R1		[*CTR]			SA-3
6-1162-CLO-1048		Final Matters			SA-2
6-1162-CLO-1049R1		CS1 Matters			SA-3
6-1162-TRW-0664R1		Aircraft Purchase Rights and Substitution Rights			XX-0
		Xxxxxxxxxx X(X0) – MADP Exercise Dates			SA-3
		Attachment B(R1) – QADP Exercise Dates			SA-3
		Attachment C(R1) – MADP & QADP Rights			SA-3
		Aircraft
6-1162-TRW-0665		[*CTR]			SA-3
6-1162-TRW-0666		[*CTR]			SA-3

P.A. No. 3219 SA-4 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

				SA NUMBER
LETTER AGREEMENTS, CONTINUED
6-1162-TRW-0667R1		[*CTR]
6-1162-TRW-0668R1		[*CTR]			XX-0
0-0000-XXX-0000X0		Xxxxxxxxxxxxx Commitments for Model 000
		Xxxxxxxx			XX-0
0-0000-XXX-0000		[*CTR]			XX-0
		Xxxxxxxxx
					XX-0
0-0000-XXX-0000X0		[*CTR]			SA-3
6-1162-TRW-0673R1		Confidentiality			SA-3
6-1162-TRW-0674R2		Business Considerations			XX-0
XXX-XX-0000-XX-00000		[*CTR]			XX-0
XXX-XX-0000-XX-00000		[*CTR]			XX-0
XXX-XX-0000-XX-00000		[*CTR]			SA-3
AAL-LA-1106678		Assignment Matters			SA-3

P.A. No. 3219 SA-4 Table of Contents, Page 3

BOEING PROPRIETARY

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

Table 3 To

Purchase Agreement No. PA-03219

787-8 Aircraft Delivery, Description, Price and Advance Payments—Four (4) [*CTR] Aircraft

Airframe Model/MTOW:		787-8		502500 pounds		Detail Specification:		[*CTR]
Engine Model/Thrust:		GENX-1B70		69800 pounds		Airframe Price Base Year/Escalation Formula:		[*CTR]		[*CTR]
Airframe Price:				[*CTR]		Engine Price Base Year/Escalation Formula:		[*CTR]		[*CTR]
Optional Features:				[*CTR]
Sub-Total of Airframe and Features:				[*CTR]		Airframe Escalation Data:
Engine Price (Per Aircraft):				[*CTR]		Base Year Index (ECI):				[*CTR]
Aircraft Basic Price (Excluding BFE/SPE):				[*CTR]		Base Year Index (CPI):				[*CTR]
Buyer Furnished Equipment (BFE) Estimate:				[*CTR]		Engine Escalation Data:
//Seller Purchased Equipment (SPE)/In-Flight Ente				[*CTR]		Base Year Index (ECI):				[*CTR]
						Base Year Index (CPI):				[*CTR]
Deposit per Aircraft:				[*CTR]

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Escalation Factor (Engine)

Manufacturer Serial Number

Escalation Estimate Adv Payment Base Price Per A/P

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

[*CTR]

[*CTR]

[*CTR]

Total [*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Total: 4

AAL-PA-03219 69079-1F.TXT   Boeing Proprietary SA-4, Table 3, Page 1

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AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Exhibit A2(R1) to Purchase Agreement Number 3219

P.A. No. 3219 SA-4 Page 1 of Exhibit A2(R1)

Exhibit A2(R1) to Purchase Agreement Number 3219

AIRCRAFT CONFIGURATION

relating to

BOEING MODEL 787-8 AIRCRAFT

1. [*CTR]

[*CTR]

[*CTR]

P.A. No. 3219 SA-4 Page 2 of Exhibit A2(R1)

BOEING PROPRIETARY

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

Option Number		Title		[*CTR] [*CTR] AP Price Per A/C
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]

P.A. No. 3219 SA-4 Page 3 of Exhibit A2(R1)

BOEING PROPRIETARY

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

Option Number		Title		[*CTR] [*CTR] AP Price Per A/C
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]

P.A. No. 3219 SA-4 Page 4 of Exhibit A2(R1)

BOEING PROPRIETARY

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

Option Number		Title		[*CTR] [*CTR] AP Price Per A/C
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]

P.A. No. 3219 SA-4 Page 5 of Exhibit A2(R1)

BOEING PROPRIETARY

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

Option Number		Title		[*CTR] [*CTR] AP Price Per A/C
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
[*CTR]		[*CTR]		[*CTR]
		TOTAL OPTIONS SUBJECT TO ESCALATION		[*CTR]

P.A. No. 3219 SA-4 Page 6 of Exhibit A2(R1)

BOEING PROPRIETARY

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

[*CTR]

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Supplemental Xxxxxxx XX0

to Purchase Agreement Number 3219

PA 3219 XX-0, XX0 Page | 1

BOEING PROPRIETARY

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

[*CTR]

relating to

SUBSTITUTE 787-8 AIRCRAFT

1. ENGINE ESCALATION.

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

PA 3219 XX-0, XX0 Page | 2

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

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

NOTE:

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

(iv) [*CTR]

(v) [*CTR]

(vi) [*CTR]

PA 3219 XX-0, XX0 Page | 3

BOEING PROPRIETARY

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

2. Values to be Utilized in the Event of Unavailability.

2.1 [*CTR]

2.2 [*CTR]

2.3 [*CTR]

2.4 [*CTR]

NOTE:

(i) [*CTR]

PA 3219 XX-0, XX0 Page | 4

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(ii) [*CTR]

3. [*CTR]

3.1 [*CTR]

[*CTR]

3.2 [*CTR]

PA 3219 XX-0, XX0 Page | 5

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