SUPPLEMENTAL AGREEMENT NO. 12 to Purchase Agreement No. 03735 between THE BOEING COMPANY and AMERICAN AIRLINES, INC. Relating to Boeing Model 737 MAX Aircraft

Exhibit 10.75


Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

SUPPLEMENTAL AGREEMENT NO. 12

Purchase Agreement No. 03735

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 737 MAX Aircraft

This SUPPLEMENTAL AGREEMENT No. 12 (SA-12), entered into as of October 22, 2020 (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, Customer has [****] to Boeing the [****] by [****], and the [****] for the [****] delivery in Table 1R5 ([****]);

WHEREAS, Customer has [****] to Boeing the [****] in an [****] to Boeing [****] for [****];

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

1. [****].

Customer and Boeing agree to [****] the [****] of [****] from [****] to [****] pursuant to the terms and conditions in Letter Agreement No. AAL-PA-03735-LA-2002743, entitled “[****]” ([****] Agreement).

PA 03735 SA-12, Page 1

BOEING PROPRIETARY

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2. Table of Contents.

The “Table Of Contents” to the Purchase Agreement referencing SA-11 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-12 in the footer to reflect changes made to the Purchase Agreement by this SA-12. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

3. Tables.

3.1 Table 1R5. Table 1R5, entitled “Base Weight 737-8 Aircraft Delivery, Description, Price, and Advance Payments” referencing SA-10 in the footer is deleted in its entirety and replaced with Table 1R6, entitled “737-8 Aircraft Delivery, Description, Price, and Advance Payments” (attached hereto) referencing SA-12 in the footer (Table 1R6). Table 1R6 is hereby incorporated into the Purchase Agreement in replacement of Table 1R5. [****].

3.2 Table 1-3. A new Table 1-3, entitled “[****] Aircraft Delivery, Description, Price, and Advance Payments” (attached hereto) referencing SA-12 in the footer (Table 1-3) is hereby incorporated into the Purchase Agreement. [****].

4. Miscellaneous.

4.1 The Purchase Agreement is amended as set forth above by the revised Table of Contents, Table 1R6, and new Table 1-3. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.

4.2 References in the Purchase Agreement and any supplemental agreements and associated letter agreements “Table 1” or “Table 1R2” or “Table 1R3”, or “Table1R4 and Table 1-2” or “Table 1(R4) and Table 1-2”, “Table 1R5 and Table 1-2” are deemed to refer to “Table 1R6, Table 1-2, and Table 1-3”. References in the Purchase Agreement and any supplemental agreements and associated letter agreements to “Table 1R4” or “Table 1R5” (where no corresponding reference to Table 1-2 is made) are deemed to refer to “Table 1R6”, including without limitation, and for the avoidance of doubt, the following references to Table 1R4 or Table 1R5 which are deemed to refer to only Table 1R6 (and not Table 1R6, Table 1-2, and Table 1-3):

4.2.1 References to Table 1R5 in Letter Agreement AAL-PA-LA-1106650R4 entitled “[****]”; and

4.2.2 References to Table 1R4 in Section 3 of Supplemental Agreement No. 9 dated April 6, 2018.

PA 03735 SA-12, Page 2

BOEING PROPRIETARY

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Additionally, for the avoidance of doubt, references in the Purchase Agreement and any supplemental agreements and associated letter agreements to “Table 1-2” (where no corresponding reference to Table 1R4 or Table 1R5 is made) remain references to “Table 1-2”.

Also, the references to Table 1R5 in the Slide Letter Agreement remain references to Table 1R5.

4.3 Upon the execution of this SA-12, Boeing will, pursuant to Section 6.1 of the [****] Agreement, [****] to Customer the [****] for the [****] in the [****] ([****]) as shown in the table below.


[****]
[****]			[****]
[****]			[****]
[****]			[****]

Intentionally Left Blank

PA 03735 SA-12, Page 3

BOEING PROPRIETARY

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AGREED AND ACCEPTED this

October 22, 2020

Date


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						VP, Treasurer
Title						Xxxxx

XX 00000

SA-3

BOEING PROPRIETARY

[****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]

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
1R6.	Aircraft Information Table	12
1-2	Revised Delivery Aircraft Information Table	9
1-3	[****] Aircraft Delivery, Description, Price, and Advance Payments	12

EXHIBITS
AR1	Aircraft Configuration	6
A2	Revised Delivery Aircraft Configuration	9
B.	Aircraft Delivery Requirements and Responsibilities
C.	Definitions

SUPPLEMENTAL EXHIBITS
AE1.	[****]
BFE1.	BFE Variables
CS1R1.	Customer Support Variables	4
EE1.	[****]
SLP1.	[****]

LETTER AGREEMENTS
LA-1106648R1	Special Matters	6
LA-1106649	[****]
LA-1106650R4	[****]	11
LA-1106651R2	[****]	11
LA-1106652	Aircraft Model Substitution
XX-0000000	XXXX Terms Revisions for MAX
LA-1106655	Open Matters—737 MAX Withdrawn	6
LA-1106656R1	[****]	1
LA-0000000X0	[****]	2
LA-1106663 R1	[****]	2
LA-1106664 R1	[****]	2

PA 03735 SA-12

TABLE OF CONTENTS, Page 1 of 2

BOEING PROPRIETARY

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TABLE OF CONTENTS, continued


LA-1106658	[****]
LA-1106659R2	[****]	10
LA-1106660	Spare Parts Initial Provisioning

LETTER AGREEMENTS, continued		SA NUMBER
LA-1106661R2	[****]	2
LA-1106667	[****]
LA-1106668R1	[****]	8
LA-1106669	[****]
LA-1106670	Confidentiality
LA-1106671R1	Miscellaneous Commitments	1
LA-1106672	[****]
LA-0000000X0*	CS1 Special Matters	4
LA-1106677	Optional Features Comfort Letter
LA-1600073	[****]	4
LA-1600852	[****]	5
LA-1603773	[****]	5
LA-1605402	[****]	6
LA-1700919	[****]	7
LA-1801206	[****]	9
LA-2002704	[****]	11
LA-2002743	[****]	11
LA-2003342	[****]	11

* - This is an intended gap as there are no Letter Agreements LA-1106674 through LA-1106676 incorporated by the Purchase Agreement.

PA 03735 SA-12

TABLE OF CONTENTS, Page 2 of 2

BOEING PROPRIETARY

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Table 1R6 To

Purchase Agreement No. PA-03735

737-8 Aircraft Delivery, Description, Price and Advance Payments


Airframe Model/MTOW: 737-8	[****] pounds	Detail Specification:	[****]
Engine Model/Thrust: CFMLEAP-1B25	[****] pounds	Airframe Price Base Year/Escalation Formula:	[**] [**]
Airframe Price:	$[****]	Engine Price Base Year/Escalation Formula:
Optional Features:	$[****]
Sub-Total of Airframe and Features:	$[****]	Airframe Escalation Data:
Engine Price (Per Aircraft):	$[****]	Base Year Index (ECI):	[****]
Aircraft Basic Price (Excluding BFE/SPE):	$[****]	Base Year Index (CPI):	[****]
Buyer Furnished Equipment (BFE) Estimate:	$[****]
Seller Purchased Equipment (SPE) Estimate:	$[****]
LIFT Seats Provided by Boeing (Estimate):	$[****]
Deposit per Aircraft:	$[****]

Delivery
Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month

Escalation Estimate Adv Payment Base Price Per A/P

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

At Signing

[****]

24 Mos.

[****]

21/18/12/9/6 Mos.

[****]

[****]-2017

[****]

44459

N/A

$[****]

[****]-2017

[****]

44463

N/A

$[****]

[****]-2017

[****]

44465

N/A

$[****]

[****]-2017

[****]

44446

N/A

$[****]

[****]-2018

[****]

44447

N/A

$[****]

[****]-2018

[****]

44451

N/A

$[****]

[****]-2018

[****]

44448

N/A

$[****]

[****]-2018

[****]

44449

N/A

$[****]

[****]-2018

[****]

44455

N/A

$[****]

[****]-2018

[****]

44450

N/A

$[****]

[****]-2018

[****]

44452

N/A

$[****]

[****]-2018

[****]

44453

N/A

$[****]

[****]-2018

[****]

44454

N/A

$[****]

AAL-PA 03735 108567-1F.txt SA-12

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Boeing Proprietary

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Table 1R6 To

Purchase Agreement No. PA-03735

737-8 Aircraft Delivery, Description, Price and Advance Payments

Delivery
Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month

Escalation Estimate Adv Payment Base Price Per A/P

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

At Signing

[****]

24 Mos.

[****]

21/18/12/9/6 Mos.

[****]

[****]-2018

[****]

44456

N/A

$[****]

[****]-2018

[****]

44457

N/A

$[****]

[****]-2018

[****]

44458

N/A

$[****]

[****]-2018

[****]

44460

N/A

$[****]

[****]-2018

[****]

44461

N/A

$[****]

[****]-2018

[****]

44462

N/A

$[****]

[****]-2018

[****]

44464

N/A

$[****]

[****]-2019

[****]

44466

N/A

$[****]

[****]-2019

[****]

44467

N/A

$[****]

[****]-2019

[****]

44468

N/A

$[****]

[****]-2019

[****]

44469

N/A

$[****]

[****]-2019

[****]

44471

N/A

$[****]

[****]-2019

[****]

44470

N/A

$[****]

[****]-2019

[****]

44472

N/A

$[****]

[****]-2019

[****]

44473

N/A

$[****]

[****]-2019

[****]

44474

N/A

$[****]

[****]-2019

[****]

44476

N/A

$[****]

[****]-2019

[****]

44475

N/A

$[****]

[****]-2019

[****]

44477

N/A

$[****]

[****]-2019

[****]

44479

N/A

$[****]

[****]-2019

[****]

44478

N/A

$[****]

[****]-2019

[****]

44481

N/A

$[****]

[****]-2019

[****]

44480

N/A

$[****]

[****]-2019

[****]

44482

N/A

$[****]

[****]-2019

[****]

44483

N/A

$[****]

AAL-PA 03735 108567-1F.txt SA-12

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Boeing Proprietary

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Table 1R6 To

Purchase Agreement No. PA-03735

737-8 Aircraft Delivery, Description, Price and Advance Payments

Delivery
Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month

Escalation Estimate Adv Payment Base Price Per A/P

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

At Signing

[****]

24 Mos.

[****]

21/18/12/9/6 Mos.

[****]

[****]-2019

[****]

44484

N/A

$[****]

[****]-2019

[****]

44485

N/A

$[****]

[****]-2020

[****]

N/A

$[****]

[****]-2020

[****]

N/A

$[****]

[****]-2020

[****]

N/A

$[****]

[****]-2020

[****]

N/A

$[****]

[****]-2020

[****]

N/A

$[****]

[****]-2020

[****]

N/A

$[****]

[****]-2020

[****]

N/A

$[****]

[****]-2020

[****]

N/A

$[****]

[****]-2020

[****]

N/A

$[****]

[****]-2021

[****]

N/A

$[****]

[****]-2021

[****]

$[****]

[****]-2021

[****]

Yes

$[****]

[****]-2021

[****]

Yes

$[****]

[****]-2021

[****]

Yes

$[****]

[****]-2021

[****]

Yes

$[****]

[****]-2021

[****]

Yes

$[****]

[****]-2021

[****]

Yes

$[****]

[****]-2021

[****]

Yes

$[****]

[****]-2021

[****]

$[****]

Total 59

AAL-PA 03735 108567-1F.txt SA-12

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Table 1-3 To

Purchase Agreement No. PA-03735

737-8[****] Delivery, Description, Price and Advance Payments


Airframe Model/MTOW: 737-8	[****] pounds	Detail Specification:	[****]
Engine Model/Thrust: CFMLEAP-1B25	[****] pounds	Airframe Price Base Year/Escalation Formula:	[**] [**]
Airframe Price:	$[****]	Engine Price Base Year/Escalation Formula:
Optional Features:	$[****]
Sub-Total of Airframe and Features:	$[****]	Airframe Escalation Data:
Engine Price (Per Aircraft):	$[****]	Base Year Index (ECI):	[****]
Aircraft Basic Price (Excluding BFE/SPE):	$[****]	Base Year Index (CPI):	[****]
Buyer Furnished Equipment (BFE) Estimate:	$[****]
Seller Purchased Equipment (SPE) Estimate:	$[****]
LIFT Seats Provided by Boeing (Estimate):	$[****]
Deposit per Aircraft:	$[****]

Delivery
Date

Number of Aircraft

Escalation Factor (Airframe)

Manufacturer Serial Number

Nominal Delivery Month

Escalation Estimate Adv Payment Base Price Per A/P

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

At Signing

[****]

Total

[****]

[****]-2020

[****]

N/A

$[****]

Total 1

AAL-PA 03735 108567-1F.txt SA-12

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Document Metadata

Table of Contents

SUPPLEMENTAL AGREEMENT NO. 12 to Purchase Agreement No. 03735 between THE BOEING COMPANY and AMERICAN AIRLINES, INC. Relating to Boeing Model 737 MAX Aircraft

Document Metadata