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•	Reclassifications between various operating income line items to conform the presentation of Cargo and Other revenues.

•	Reclassifications between various operating expense line items to conform the presentation of Regional expenses.

•	Reclassifications between Other nonoperating income (expense), net and Operating expenses to conform the presentation of foreign currency gains and losses.

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•	all secured claims against the Debtors have been reinstated;

•	allowed administrative claims, priority claims and convenience claims have been or will be paid in full in cash;

•	other holders of allowed pre-petition unsecured claims, holders of allowed interests and certain employees of AMR received or will receive 72% of AAG Common Stock (on a fully converted basis) authorized to be issued pursuant to the Plan and in connection with the Merger under the following provisions:

◦	all creditors holding general unsecured claims against American that are guaranteed by AAG and general unsecured claims against AAG that are guaranteed by American (Double-Dip Unsecured Claims) were treated the same under the Plan. Holders of Double-Dip Unsecured Claims received, at the Effective Date, their recovery in shares

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all creditors holding Single-Dip Unsecured Claims were treated the same regardless of whether the claim was asserted against the AAG Debtors, the American Debtors, or other Debtors. As used herein, "Single-Dip Unsecured Claims" means the general unsecured claims against the Debtors that were not guaranteed by any other Debtor, other than the claims of the Debtors' labor unions representing mainline workers. Holders of Single-Dip Unsecured Claims received a portion of their recovery in shares of AAG Series A Preferred Stock at the Effective Date and their remaining recovery in shares of AAG Common Stock during the 120-day period after the Effective Date;

◦

holders of certain labor-related deemed claims and certain non-management, non-union employees as specified in the Plan received, at the Effective Date, the right to receive an allocation of shares of AAG Common Stock representing 23.6% of the total number of shares of AAG Common Stock ultimately distributed to holders of pre-petition general unsecured creditors against the Debtors. On the Effective Date, pursuant to the Plan, an initial allocation of approximately 39 million shares of AAG Common Stock was made related to these labor and employee groups, of which approximately 27 million shares were distributed on the Effective Date and approximately 13 million shares of which were withheld in connection with the Company making a cash payment of approximately $300 million for certain required withholding taxes;

◦

holders of allowed interests in AMR (primarily holders of AMR common stock existing immediately prior to the Effective Date) received, at the Effective Date, a distribution of approximately 26 million shares of AAG Common Stock representing 3.5% of the total number of shares of AAG Common Stock contemplated for issuance pursuant to the Plan and received an additional 267 million shares of AAG Common Stock during the 120-day period after the Effective Date; and

◦

holders of disputed claims at the Effective Date, to the extent such disputed claims become allowed Single-Dip Unsecured Claims after the Effective Date, are eligible to receive shares of AAG Common Stock held in reserve (the Disputed Claims Reserve), beginning 180 days after the Effective Date. Disputed claimholders that subsequently become holders of Single-Dip Unsecured Claims will receive, subject to the availability of sufficient shares in the Disputed Claims Reserve, the number of shares of AAG Common Stock that the disputed claimholder would have received had such claimholder been a holder of Single-Dip Unsecured Claims as of the Effective Date.

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•	$385 million in cash to the pension plans in connection with missed contributions to the pension plans during the Chapter 11 Cases and interest and penalty interest thereon;

•	$108 million in cash to holders in partial or full satisfaction of their claims, including to holders of administrative claims, and state and local priority tax claims;

•	$196 million in cure payments to holders of secured debt; and

•	Approximately $542 million for payroll taxes associated with equity distributions to employees.

(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.

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(a)

The 2014 second quarter mainline operating special items totaled a net charge of $251 million, which principally included $163 million of merger integration expenses related to information technology, professional fees, severance, re-branding of aircraft and airport facilities, relocation and training as well as a net $38 million charge for bankruptcy related items primarily reflecting fair value adjustments for bankruptcy settlement obligations and $37 million in charges relating to the buyout of leases associated with certain aircraft. The 2014 six month period mainline operating special items totaled a net charge of $114 million, which principally included $365 million of merger integration expenses, $40 million in charges primarily relating to the buyout of leases associated with certain aircraft and a net $5 million charge for bankruptcy related items as described above. These charges were offset in part by a $309 million gain on the sale of slots at DCA.

(b)	The 2014 second quarter and six month period nonoperating special items were primarily due to non-cash interest accretion of $2 million and $33 million, respectively, on the bankruptcy settlement obligations.

(c)	In the 2013 second quarter and six month period, the Company recognized reorganization expenses as a result of the filing of the Chapter 11 Cases. These amounts consisted primarily of estimated allowed claim amounts and professional fees.

(d)

During the second quarter, the Company sold its portfolio of fuel hedging contracts that were scheduled to settle on or after June 30, 2014. In connection with this sale, the Company recorded a special non-cash tax provision of $330 million in the statement of operations for the second quarter of 2014 that reverses the non-cash tax provision which was recorded in Other Comprehensive Income (OCI), a subset of stockholders’ equity, principally in 2009. This provision represents the tax effect associated with gains recorded in OCI principally in 2009 due to a net increase in the fair value of the Company’s fuel hedging contracts. In accordance with GAAP, the Company retained the $330 million tax provision in OCI until the last contract was settled or terminated. In addition, the Company recorded $7 million in non-cash deferred income tax provision related to certain indefinite-lived intangible assets in the 2014 second quarter. The 2014 six month period included the $330 million non-cash tax provision related to the settlement of fuel hedges discussed above as well as $15 million in non-cash deferred income tax provision related to certain indefinite-lived intangible assets.

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(a)

In March 2014, the Company notified the holders of US Airways Group's 7.25% convertible senior notes that it had elected to settle all future conversions solely in cash instead of shares of AAG Common Stock in accordance with the related indenture. Thus, the diluted shares include the weighted average impact of the 7.25% convertible senior notes only for the period from January 1, 2014 to March 12, 2014. In addition, under GAAP, the Company must adjust the numerator for purposes of calculating diluted earnings per share by the change in fair value of the conversion feature from March 12, 2014 to May 15, 2014, which increased (decreased) GAAP net income for purposes of computing diluted earnings per share by $(2) million and $3 million, respectively, for the three and six months ended June 30, 2014.

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(1)	Unrealized gains or losses on short-term investments and restricted cash and short-term investments are recorded in Accumulated other comprehensive income (loss) at each measurement date.

(2)	The Company's short-term investments mature in one year or less except for $2.0 billion of corporate obligations, $525 million of Bank notes/Certificates of deposit/Time deposits and $469 million of U.S. government agency investments.

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•	Reclassifications between various operating income line items to conform the presentation of Cargo and Other revenues.

•	Reclassifications between various operating expense line items to conform the presentation of Regional expenses.

•	Reclassifications between Other nonoperating income (expense), net and Operating expenses to conform the presentation of foreign currency gains and losses.

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•	all secured claims against the Debtors have been reinstated;

•	allowed administrative claims, priority claims and convenience claims have been or will be paid in full in cash;

•	other holders of allowed pre-petition unsecured claims, holders of allowed interests and certain employees of AMR received or will receive 72% of AAG Common Stock (on a fully converted basis) authorized to be issued pursuant to the Plan and in connection with the Merger under the following provisions:

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all creditors holding general unsecured claims against American that are guaranteed by AAG and general unsecured claims against AAG that are guaranteed by American (Double-Dip Unsecured Claims) were treated the same under the Plan. Holders of Double-Dip Unsecured Claims received, at the Effective Date, their recovery in shares of AAG Series A Preferred Stock with a stated amount equal to the allowed amount of their claims, including post-petition interest at the non-default rate;

◦

all creditors holding Single-Dip Unsecured Claims were treated the same regardless of whether the claim was asserted against the AAG Debtors, the American Debtors, or other Debtors. As used herein, "Single-Dip Unsecured Claims" means the general unsecured claims against the Debtors that were not guaranteed by any other Debtor, other than the claims of the Debtors' labor unions representing mainline workers. Holders of Single-Dip Unsecured Claims received a portion of their recovery in shares of AAG Series A Preferred Stock at the Effective Date and their remaining recovery in shares of AAG Common Stock during the 120-day period after the Effective Date;

◦

holders of certain labor-related deemed claims and certain non-management, non-union employees as specified in the Plan received, at the Effective Date, the right to receive an allocation of shares of AAG Common Stock representing 23.6% of the total number of shares of AAG Common Stock ultimately distributed to holders of pre-petition general unsecured creditors against the Debtors. On the Effective Date, pursuant to the Plan, an initial allocation of approximately 39 million shares of AAG Common Stock was made related to these labor and employee groups, of which approximately 27 million shares were distributed on the Effective Date and approximately 13 million shares of which were withheld in connection with American making a cash payment of approximately $300 million for certain required withholding taxes;

◦

holders of allowed interests in AMR (primarily holders of AMR common stock existing immediately prior to the Effective Date) received, at the Effective Date, a distribution of approximately 26 million shares of AAG Common Stock representing 3.5% of the total number of shares of AAG Common Stock contemplated for issuance pursuant to the Plan and received an additional 267 million shares of AAG Common Stock during the 120-day period after the Effective Date; and

◦

holders of disputed claims at the Effective Date, to the extent such disputed claims become allowed Single-Dip Unsecured Claims after the Effective Date, are eligible to receive shares of AAG Common Stock held in reserve (the Disputed Claims Reserve), beginning 180 days after the Effective Date. Disputed claimholders that subsequently become holders of Single-Dip Unsecured Claims will receive, subject to the availability of sufficient shares in the Disputed Claims Reserve, the number of shares of AAG Common Stock that the disputed claimholder would have received had such claimholder been a holder of Single-Dip Unsecured Claims as of the Effective Date.

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•	$385 million in cash to the pension plans in connection with missed contributions to the pension plans during the Chapter 11 Cases and interest and penalty interest thereon;

•	$108 million in cash to holders in partial or full satisfaction of their claims, including to holders of administrative claims, and state and local priority tax claims;

•	$196 million in cure payments to holders of secured debt; and

•	Approximately $542 million for payroll taxes associated with equity distributions to employees.

(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.

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(a)

The 2014 second quarter mainline operating special items totaled a net charge of $179 million, which principally included $99 million of merger integration expenses related to information technology, professional fees, severance, re-branding of aircraft and airport facilities, relocation and training as well as a net $40 million charge for bankruptcy related items primarily reflecting fair value adjustments for bankruptcy settlement obligations and $26 million in charges relating to the buyout of leases associated with certain aircraft. The 2014 six month period mainline operating special items totaled a net credit of $37 million, which principally included a $305 million gain on the sale of slots at DCA and a net $16 million credit for bankruptcy related items primarily reflecting fair value adjustments for bankruptcy settlement obligations. These special credits were offset in part by $234 million of merger integration expenses as described above as well as $29 million in charges primarily relating to the buyout of leases associated with certain aircraft.

(b)	The 2014 six month period nonoperating special items of $40 million were principally due to non-cash interest accretion on the bankruptcy settlement obligations.

(c)	In the 2013 second quarter and six month period, American recognized reorganization expenses as a result of the filing of the Chapter 11 Cases. These amounts consisted primarily of estimated allowed claim amounts and professional fees.

(d)

During the second quarter, American sold its portfolio of fuel hedging contracts that were scheduled to settle on or after June 30, 2014. In connection with this sale, American recorded a special non-cash tax provision of $328 million in the statement of operations for the second quarter of 2014 that reverses the non-cash tax provision which was recorded in Other Comprehensive Income (OCI), a subset of stockholders’ equity, principally in 2009. This provision represents the tax effect associated with gains recorded in OCI principally in 2009 due to a net increase in the fair value of American's fuel hedging contracts. In accordance with GAAP, American retained the $328 million tax provision in OCI until the last contract was settled or terminated. In addition, American recorded $7 million in non-cash deferred income tax provision related to certain indefinite-lived intangible assets in the 2014 second quarter. The 2014 six month period included the $328 million non-cash tax provision related to the settlement of fuel hedges discussed above as well as $14 million in non-cash deferred income tax provision related to certain indefinite-lived intangible assets.

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(1)	Unrealized gains or losses on short-term investments and restricted cash and short-term investments are recorded in Accumulated other comprehensive income (loss) at each measurement date.

(2)	American's short-term investments mature in one year or less except for $1.7 billion of corporate obligations, $469 million of U.S. government agency investments and $200 million of Bank notes/Certificates of deposit/Time deposits.

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(1)	Formerly known as AMR Eagle Holding Corporation, the net payable to AAG's wholly-owned regional airline operating under the brand name of American Eagle consists principally of amounts due under regional capacity purchase agreements.

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(1)

As of June 30, 2014, $791 million of our unrestricted cash balance was held in Venezuelan bolivars, valued at the weighted average applicable exchange rate of 6.53 bolivars to the dollar. This includes approximately $94 million valued at 4.3 bolivars, approximately $611 million valued at 6.3 bolivars, and approximately $86 million valued at 10.6 bolivars, with the rate depending on the date we submitted our repatriation request to the Venezuelan government. In the first quarter of 2014, the Venezuelan government announced that a newly-implemented system (SICAD I) will determine the exchange rate (which fluctuates as determined by weekly auctions and at June 30, 2014 was 10.6 bolivars to the dollar) for repatriation of cash proceeds from ticket sales after January 1, 2014, and introduced new procedures for approval of repatriation of local currency. We are continuing to work with Venezuelan authorities regarding the timing and exchange rate applicable to the repatriation of funds held in local currency. However, pending further repatriation of funds, and due to the significant decrease in demand for air travel resulting from the effective devaluation of the bolivar, we recently significantly reduced capacity in this market. We are monitoring this situation closely and continue to evaluate our holdings of Venezuelan bolivars for potential impairment. See Part II, Item 1A - Risk Factors "We operate a global business with international operations that are subject to economic and political instability and have been, and in the future may continue to be, adversely affected by numerous events, circumstances or government actions beyond our control" for additional discussion of this and other currency risks.

(2)	Restricted cash and investments primarily include cash collateral to secure workers’ compensation claims.

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(1)

The 2014 second quarter mainline operating special items totaled a net charge of $251 million, which principally included $163 million of merger integration expenses related to information technology, professional fees, severance, re-branding of aircraft and airport facilities, relocation and training as well as a net $38 million charge for bankruptcy related items primarily reflecting fair value adjustments for bankruptcy settlement obligations and $37 million in charges relating to the buyout of leases associated with certain aircraft. The 2014 six month period mainline operating special items totaled a net charge of $114 million, which principally included $365 million of merger integration expenses, $40 million in charges primarily relating to the buyout of leases associated with certain aircraft and a net $5 million charge for bankruptcy related items as described above. These charges were offset in part by a $309 million gain on the sale of slots at Ronald Reagan Washington National Airport (DCA).

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(a)	Revenue passenger mile (RPM) — A basic measure of sales volume. One RPM represents one passenger flown one mile.

(b)	Available seat mile (ASM) — A basic measure of production. One ASM represents one seat flown one mile.

(c)	Passenger load factor — The percentage of available seats that are filled with revenue passengers.

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(d)	Yield — A measure of airline revenue derived by dividing passenger revenue by RPMs.

(e)	Passenger revenue per available seat mile (PRASM) — Passenger revenues divided by ASMs.

(f)	Operating cost per available seat mile (CASM) — Operating expenses divided by ASMs.

(g)	Passenger enplanements — The number of passengers on board an aircraft, including local, connecting and through passengers.

(h)	Block hours — The hours measured from the moment an aircraft first moves under its own power, including taxi time, for the purposes of flight until the aircraft is docked at the next point of landing and its power is shut down.

(i)	Average stage length — The average of the distances flown on each segment of every route.

(j)

Regional statistics include our subsidiaries, Envoy Aviation Group Inc. (formerly known as AMR Eagle Holding Corporation), Piedmont Airlines, Inc. and PSA Airlines, Inc., and operating and financial results from our capacity purchase agreements with Air Wisconsin Airlines Corporation, Chautauqua Airlines, Inc., ExpressJet Airlines, Inc., Mesa Airlines, Inc., Republic Airline Inc. and SkyWest Airlines, Inc.

(k)	Cargo ton miles — A basic measure of cargo transportation. One cargo ton mile represents one ton of cargo transported one mile.

(l)	Total revenue per available seat mile (RASM) — Total revenues divided by total mainline and regional ASMs.

(m)	Cargo yield per ton mile — Cargo revenues divided by total mainline and regional cargo ton miles.

•	Mainline passenger revenues increased $464 million, or 9.5%, in the second quarter of 2014 from the 2013 period due to higher yields and ASMs, offset in part by slightly lower load factors.

•	Cargo revenues increased $9 million, or 5.8%, in the second quarter of 2014 from the 2013 period driven primarily by an increase in transatlantic freight volumes.

•	Other revenues increased $186 million, or 29.0%, in the second quarter of 2014 from the 2013 period driven primarily by higher revenues associated with our frequent flyer programs.

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•	Aircraft fuel and related taxes increased 0.9% primarily due to an increase in the average price per gallon of fuel.

•	Salaries, wages and benefits increased 12.4% primarily due to merger related labor contracts.

•	Maintenance, materials and repairs increased 9.1% primarily due to an increase in the volume of engine overhauls.

•	Aircraft rent increased 15.7% primarily as a result of new leased aircraft deliveries since the end of the 2013 second quarter as we continue our fleet renewal program.

•	Depreciation and amortization increased 6.4% primarily as a result of new purchased aircraft deliveries since the end of the 2013 second quarter as we continue our fleet renewal program.

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(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.

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•	Mainline passenger revenues increased $756 million, or 8.0%, in the first six months of 2014 from the 2013 period due to higher yields and ASMs, offset in part by slightly lower load factors.

•	Cargo revenues increased $22 million, or 6.6%, in the first six months of 2014 from the 2013 period driven primarily by an increase in transatlantic freight volumes.

•	Other revenues increased $281 million, or 21.7%, in the first six months of 2014 from the 2013 period driven primarily by higher revenues associated with our frequent flyer programs.

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•	Aircraft fuel and related taxes decreased 1.2% primarily due to a decrease in the average price per gallon of fuel.

•	Salaries, wages and benefits increased 11.5% primarily due to merger related labor contracts as well as increased costs from certain share-based compensation programs.

•	Maintenance, materials and repairs increased 5.5% primarily due to an increase in the volume of engine overhauls.

•	Aircraft rent increased 23.0% primarily as a result of new leased aircraft deliveries since the end of the 2013 second quarter as we continue our fleet renewal program.

•	Depreciation and amortization increased 5.5% as a result of new purchased aircraft deliveries since the end of the 2013 second quarter as we continue our fleet renewal program.

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(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.

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•	Mainline passenger revenues increased $464 million, or 9.5%, in the second quarter of 2014 from the 2013 period due to higher yields and ASMs, offset in part by slightly lower load factors.

•	Cargo revenues increased $9 million, or 5.3%, in the second quarter of 2014 from the 2013 period driven primarily by an increase in transatlantic freight volumes.

•	Other revenues increased $209 million, or 33.3%, in the second quarter of 2014 from the 2013 period driven primarily by higher revenues associated with American's frequent flyer program.

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•	Aircraft fuel and related taxes increased 0.9% primarily due to a increase in the average price per gallon of fuel.

•	Salaries, wages and benefits increased 12.4% primarily due to merger related labor contracts.

•	Maintenance, materials and repairs increased 9.1% primarily due to an increase in the volume of engine overhauls.

•	Aircraft rent increased 17.9% primarily as a result of new leased aircraft deliveries since the end of the 2013 second quarter as American continues its fleet renewal program.

•	Depreciation and amortization increased 6.4% primarily as a result of new purchased aircraft deliveries since the end of the 2013 second quarter as American continues its fleet renewal program.

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(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.

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•	Mainline passenger revenues increased $756 million or 8.0%, in the first six months of 2014 from the 2013 period due to higher yields and ASMs, offset in part by slightly lower load factors.

•	Cargo revenues increased $21 million, or 6.5%, in the first six months of 2014 from the 2013 period driven primarily by an increase in transatlantic freight volumes.

•	Other revenues increased $299 million, or 23.6%, in the first six months of 2014 from the 2013 period driven primarily by higher revenues associated with American's frequent flyer program.

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•	Aircraft fuel and related taxes decreased 1.2% primarily due to a decrease in the average price per gallon of fuel.

•	Salaries, wages and benefits increased 11.5% primarily due to merger related labor contracts as well as increased costs from certain share-based compensation programs.

•	Maintenance, materials and repairs increased 5.4% primarily due to an increase in the volume of engine overhauls.

•	Aircraft rent increased 24.2% primarily as a result of new leased aircraft deliveries since the end of the 2013 second quarter as American continues its fleet renewal program.

•	Depreciation and amortization increased 5.5% primarily as a result of new purchased aircraft deliveries since the end of the 2013 second quarter as American continues its fleet renewal program.

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(1)

Amounts include allowed claims (claims approved by the Bankruptcy Court) and estimated allowed claims relating to (i) the rejection or modification of financings related to aircraft and (ii) entry of orders treated as unsecured claims with respect to facility agreements supporting certain issuances of special facility revenue bonds. The Debtors recorded an estimated claim associated with the rejection or modification of a financing or facility agreement when the applicable motion was filed with the Bankruptcy Court to reject or modify such financing and the Debtors believed that it was probable the motion would be approved, and there was sufficient information to estimate the claim.

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(1)	Our restricted cash and short-term investments related primarily to collateral held to support projected workers compensation obligations.

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(1)	These aircraft may be operated by wholly-owned subsidiaries or leased to third-party regional carriers which would operate the aircraft under capacity purchase arrangements.

(1)	These amounts are net of purchase deposits currently held by the manufacturers and include all commitments for regional aircraft. American has granted Boeing a security interest in its purchase deposits with Boeing. Our purchase deposits totaled $1.0 billion as of June 30, 2014.

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(1)	Amounts represent contractual amounts due. For American, excludes $49 million and for US Airways Group, excludes $18 million of unamortized debt discount as of June 30, 2014.

(2)	For variable-rate debt, future interest obligations are estimated using the current forward rates at June 30, 2014.

(3)	For American, includes $3.4 billion of future principal payments and $918 million of future interest payments, respectively, and for US Airways Group, includes $2.9 billion of future principal payments and $933 million of future interest payments, respectively, as of June 30, 2014, related to EETCs associated with mortgage financings for the purchase of certain aircraft.

(4)	See Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - "Liquidity and Capital Resources" for additional information about the obligations of American and US Airways Group.

(5)	For American, includes $280 million and for US Airways Group, includes $1.9 billion of future minimum lease payments related to EETC leverage leased financings of certain aircraft as of June 30, 2014.

(6)	Represents minimum payments under capacity purchase agreements with third-party regional carriers. These commitments are estimates of costs based on assumed minimum levels of flying under the capacity purchase agreements and our actual payments could differ materially.

(7)	Includes minimum pension contributions based on actuarially determined estimates and other postretirement benefit payments based on estimated payments through 2023. See Note 9 to American's condensed consolidated financial statements in Part I, Item 1B.

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•	the inability to successfully combine our businesses in a manner that permits us to achieve the synergies and other benefits anticipated to result from the Merger;

•	the challenge of integrating complex systems, operating procedures, regulatory compliance programs, technology, aircraft fleets, networks, and other assets in a manner that minimizes any adverse impact on customers, suppliers, employees, and other constituencies;

•	the effects of divestitures and other operational commitments in connection with the settlement of the litigation brought by the DOJ and certain states prior to the closing of the Merger;

•	the challenge of forming and maintaining an effective and cohesive management team;

•	the diversion of the attention of our management and other key employees;

•	the challenge of integrating workforces while maintaining focus on providing consistent, high quality customer service and running an efficient operation;

•	the risks relating to integrating various computer, communications and other technology systems, including designing and implementing an integrated customer reservations system, that will be necessary to operate American and US Airways as a single airline and to achieve cost synergies by eliminating redundancies in the businesses;

•	the disruption of, or the loss of momentum in, our ongoing business;

•	branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers; and

•	potential unknown liabilities, liabilities that are significantly larger than we currently anticipate and unforeseen increased expenses or delays associated with the Merger, including costs in excess of the cash transition costs that we currently anticipate.

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•	limit our ability to obtain additional funding for working capital, to withstand operating risks that are customary in the industry, capital expenditures, acquisitions, investments, integration costs, and general corporate purposes, and adversely affect the terms on which such funding can be obtained;

•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness and other obligations, thereby reducing the funds available for other purposes;

•	make us more vulnerable to economic downturns and catastrophic external events;

•	contain restrictive covenants that could:

◦	limit our ability to merge, consolidate, sell assets, incur additional indebtedness, issue preferred stock, make investments and pay dividends; and

◦	significantly constrain our ability to respond, or respond quickly, to unexpected disruptions in our own operations, the U.S. or global economies, or the businesses in which we operate, or to take advantage of opportunities that would improve our business, operations, or competitive position versus other airlines; and

•	limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions.

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•	a decrease in revenues results in a disproportionately greater percentage decrease in earnings;

•	we may not have sufficient liquidity to fund all of these fixed obligations if our revenues decline or costs increase; and

•	we may have to use our working capital to fund these fixed obligations instead of funding general corporate requirements, including capital expenditures.

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•	because the Merger was completed on December 9, 2013, AAG's 2013 consolidated results of operations include the results of US Airways Group and its subsidiaries for only 23 days of 2013;

•	the Merger was accounted for using the acquisition method of accounting with AAG as the acquiring entity, resulting in an adjustment to the carrying values of the assets and liabilities of US Airways Group compared to its historical carrying values;

•	during the course of our Chapter 11 Cases and in connection with our emergence from Chapter 11 and the effectiveness of the Plan, we recorded material expenses, charges, costs and other accounting entries related to our restructuring process, many of which generally had not been incurred in the past and are not expected to be incurred in the future; and

•	certain prior accounting presentations, including the manner in which we report our regional operations, have been changed and historical results restated to conform to the current presentation.

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•	changes in law which affect the services that can be offered by airlines in particular markets and at particular airports, or the types of fees that can be charged to passengers;

•	the granting and timing of certain governmental approvals (including antitrust or foreign government approvals) needed for codesharing alliances and other arrangements with other airlines;

•	restrictions on competitive practices (for example, court orders, or agency regulations or orders, that would curtail an airline’s ability to respond to a competitor);

•	the adoption of new passenger security standards or regulations that impact customer service standards (for example, a "passenger bill of rights");

•	restrictions on airport operations, such as restrictions on the use of slots at airports or the auction or reallocation of slot rights currently held by us; and

•	the adoption of more restrictive locally-imposed noise restrictions.

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•	actual or potential changes in international, national, regional, and local economic, business and financial conditions, including recession, inflation, higher interest rates, wars, terrorist attacks, or political instability;

•	changes in consumer preferences, perceptions, spending patterns, or demographic trends;

•	changes in the competitive environment due to industry consolidation, changes in airline alliance affiliations, and other factors;

•	actual or potential disruptions to the ATC systems, including as a result of "sequestration" or any other interruption in government funding;

•	increases in costs of safety, security, and environmental measures;

•	outbreaks of diseases that affect travel behavior; and

•	weather and natural disasters.

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•	AAG's operating and financial results failing to meet the expectations of securities analysts or investors;

•	changes in financial estimates or recommendations by securities analysts;

•	material announcements by us or our competitors;

•	movements in fuel prices;

•	new regulatory pronouncements and changes in regulatory guidelines;

•	general and industry-specific economic conditions;

•	the success or failure of AAG's integration efforts;

•	changes in our key personnel;

•	distributions of shares of AAG Common Stock pursuant to the Plan, including distributions from the disputed claims reserve established under the plan of reorganization upon the resolution of the underlying claims;

•	public sales of a substantial number of shares of AAG Common Stock or issuances of AAG Common Stock upon the exercise or conversion of convertible securities, options, warrants, RSUs, SARs, or similar rights;

•	increases or decreases in reported holdings by insiders or other significant stockholders;

•	fluctuations in trading volume; and

•	changes in market values of airline companies as well as general market conditions.

•	advance notice procedures for stockholder proposals to be considered at stockholders’ meetings;

•	the ability of our board of directors to fill vacancies on the board;

•	a prohibition against stockholders taking action by written consent;

•	a prohibition against stockholders calling special meetings of stockholders;

•	a requirement that holders of at least 80% of the voting power of the shares entitled to vote in the election of directors approve any amendment of our Bylaws submitted to stockholders for approval; and

•	super-majority voting requirements to modify or amend specified provisions of our Certificate of Incorporation.

---

---

---

---

Exhibit 10.1

AMENDMENT NO. 4

to the

A320 Family Aircraft Purchase Agreement

made July 20, 2011

between

AIRBUS S.A.S.

and

AMERICAN AIRLINES, INC.

This Amendment No. 4 to the A320 Family Purchase Agreement made July 20, 2011 (as amended, supplemented or otherwise modified, hereinafter referred to as the “Amendment”), entered into as of June 18, 2014, by and between AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”), and AMERICAN AIRLINES, INC., a Delaware corporation having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, United States of America (the “Buyer”).

WITNESSETH:

WHEREAS, the Buyer and the Seller entered into an Airbus A320 Family Aircraft Purchase Agreement, made July 20, 2011, which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”; and

WHEREAS, the Buyer and the Seller have agreed to modify certain terms of Letter Agreement No. 2 to Amendment No. 1 to the Agreement, dated as of January 11, 2013 (the “Letter Agreement”), relating to [*CTR].

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

 

CT1001520		Page 1

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

1

[*CTR]

 

1.1	Paragraph 1 of the Letter Agreement is hereby amended by adding the following quoted text at the end of such paragraph:

QUOTE

As used in this Letter Agreement, the term “Leased Aircraft” shall include any Aircraft that is scheduled to be leased from a Lessor, including any Aircraft subject to or that becomes subject to a Leasing Letter, regardless of whether the Buyer leases such Aircraft from the applicable Lessor or acquires the right to purchase such Aircraft from the applicable Third Party prior to Delivery.

UNQUOTE

 

1.2	Footnote 1 in Paragraph 2.1 of the Letter Agreement is hereby amended by deleting the text of such footnote in its entirety and replacing it with the following quoted text:

QUOTE

As set forth in Schedule I to the Agreement, as amended.

UNQUOTE

 

1.3	A new Paragraph 2.4 is hereby added to the Letter Agreement following Paragraph 2.3 with the following quoted text:

QUOTE

 

2.4

[*CTR]

Notwithstanding anything in this Letter Agreement to the contrary, in the event that either (i) the Buyer or any Affiliate of the Buyer becomes the Owner Participant or owner with respect to any [*CTR] or (ii) any Lease with respect to any [*CTR] is terminated and title to such [*CTR] is transferred to the Buyer or any Affiliate of the Buyer, or any designee of the Buyer or any Affiliate of the Buyer (any such [*CTR] for which clause (i) or (ii) is applicable, an [*CTR]), the Seller shall continue to [*CTR]. For the avoidance of doubt, Paragraphs 2.3, 5 and 6 of this Letter Agreement shall not be applicable with respect to any [*CTR] (except in the case an [*CTR] is leased to the Buyer, in which case Paragraphs 5 and 6 shall be applicable to the extent provided below), and the Seller shall [*CTR] in the manner set forth in Paragraph 3 hereof without any prompting from the Buyer. If any [*CTR] shall be leased to the Buyer from a third party lessor at any time when the Seller remains [*CTR] the Buyer, Paragraphs 5 and 6 hereof shall be applicable to such [*CTR], provided that the Buyer shall be deemed to have complied with Paragraph 5 if the Buyer has provided written confirmation to the Seller that it has [*CTR].

 

CT1001520		Page 2

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

UNQUOTE

 

1.4	Paragraph 10 of the Letter Agreement is hereby amended by deleting such Paragraph in its entirety and replacing it with the following quoted text:

QUOTE

 

10

CONFIDENTIALITY

Each of the Seller and the Buyer agree not to disclose the terms and conditions of this Letter Agreement to any person without the prior written consent of the other party. Notwithstanding the foregoing, each of the Seller and the Buyer agrees that such terms and conditions may be disclosed without such prior written consent (i) as required by law or as necessary in connection with the enforcement of such party’s rights hereunder and (ii) to the board of directors, managers, employees, auditors, and legal, financial and technical advisors of each party.

UNQUOTE

 

2	REFERENCES

On and after the date of this Amendment:

 

(i)

each reference in the Letter Agreement to “this Letter Agreement”, “hereunder”, “hereof” or words of like import referring to the Letter Agreement shall mean and be a reference to the Letter Agreement as amended by this Amendment, and

 

(ii)

each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment.

 

3	ASSIGNMENT

This Amendment and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement; provided, however, this Amendment may not be assigned by the Buyer under either Clause 21.5 or 21.6 of the Agreement without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

 

4	CONFIDENTIALITY

Each of the Seller and the Buyer agree not to disclose the terms and conditions of this Amendment to any person without the prior written consent of the other party. Notwithstanding the foregoing, each of the Seller and the Buyer agrees that such terms and conditions may be disclosed without such prior written consent (i) as required by law or as necessary in connection with the enforcement of such party’s rights hereunder, and (ii) to the board of directors, managers, employees, auditors, and legal, financial and technical advisors of each party.

 

CT1001520		Page 3

---

5	COUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

 

CT1001520		Page 4

---

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

 

 

Accepted and Agreed:
AMERICAN AIRLINES, INC.
By:		/s/ AMERICAN AIRLINES, INC.
		Name:
		Title: VP Fleet Planning

 

CT1001520		Page 5

Exhibit 10.2

AMENDMENT NO. 5

to the

A320 Family Aircraft Purchase Agreement

made July 20, 2011

between

AIRBUS S.A.S.

and

AMERICAN AIRLINES, INC.

This Amendment No. 5 to the A320 Family Purchase Agreement made July 20, 2011 (as amended, supplemented or otherwise modified, hereinafter referred to as the “Amendment”), entered into as of June 24, 2014, by and between AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”), and AMERICAN AIRLINES, INC., a Delaware corporation having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, United States of America (the “Buyer”).

WITNESSETH:

WHEREAS, the Buyer and the Seller entered into an Airbus A320 Family Aircraft Purchase Agreement, made July 20, 2011, which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”.

WHEREAS, the Buyer and the Seller have agreed to modify certain terms relating to new engine models;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

 

1	ENGINE SELECTION

 

1.1

Clause 0 (Definitions) of the Agreement is hereby amended by deleting the definitions for A319 NEO Group 1 Aircraft, A320 NEO Group 1 Aircraft, A321 NEO Group 1 Aircraft, Base Price of the Propulsion System, and Propulsion System Reference Price in their entirety and replacing such definitions with the following quoted text in alphabetical order:

 

		Page 1

SPH-2122766-6 / CT1001520

---

QUOTE

A319 NEO Group 1 Aircraft – any or all of the A319 NEO Aircraft for which the Buyer has selected a Propulsion System manufactured by CFM pursuant to Clause 2.4.

A320 NEO Group 1 Aircraft – any or all of the A320 NEO Aircraft for which the Buyer has selected a Propulsion System manufactured by CFM pursuant to Clause 2.4.

A321 NEO Group 1 Aircraft – any or all of the A321 NEO Aircraft for which the Buyer has selected a Propulsion System manufactured by CFM pursuant to Clause 2.4.

Base Price of the Propulsion System – the Engine A Base Price, the Engine B Base Price, the Engine C Base Price, the Engine D Base Price, the Engine E Base Price, the Engine F Base Price, the Engine G Base Price, the Engine H Base Price, the Engine I Base Price, the Engine J Base Price, the Engine K Base Price, the Engine L Base Price, the Engine M Base Price, the Engine N Base Price, the Engine O Base Price, or the Engine P Base Price, as applicable.

Propulsion System Reference Price – the Engine A Reference Price, the Engine B Reference Price, the Engine C Reference Price, the Engine D Reference Price, the Engine E Reference Price, the Engine F Reference Price, the Engine G Reference Price, the Engine H Reference Price, the Engine I Reference Price, the Engine J Reference Price, the Engine K Reference Price, the Engine L Reference Price the Engine M Reference Price, the Engine N Reference Price, the Engine O Reference Price or the Engine P Reference Price, as applicable.

UNQUOTE

 

1.2	Clause 0 (Definitions) of the Agreement is hereby amended by adding the following quoted text in alphabetical order:

QUOTE

Engine M Base Price – as defined in Clause 3.1.2.13.

Engine M Reference Price – as defined in Clause 3.1.2.13.

Engine N Base Price – as defined in Clause 3.1.2.14.

Engine N Reference Price – as defined in Clause 3.1.2.14.

 

		Page 2

SPH-2122766-6 / CT1001520

---

Engine O Base Price – as defined in Clause 3.1.2.15.

Engine O Reference Price – as defined in Clause 3.1.2.15.

Engine P Base Price – as defined in Clause 3.1.2.16.

Engine P Reference Price – as defined in Clause 3.1.2.16.

UNQUOTE

 

1.3	Clause 2.4.4 of the Agreement is amended by replacing “LEAP-X1A24” with “LEAP-1A24 or LEAP-1A26” and replacing “PW1124G” with “PW1124G-JM or PW1127G1-JM”.

 

1.4	Clause 2.4.5 of the Agreement is amended by replacing “LEAP-X1A26” with “LEAP-1A26” and replacing “PW1127G” with “PW1127G-JM”.

 

1.5	Clause 2.4.6 of the Agreement is amended by replacing “LEAP-X1A32” with “LEAP-1A32, LEAP-1A33 or LEAP-1A33B2” and replacing “PW1133G” with “PW1133G-JM or PW1133G1-JM”.

 

1.6	Clause 3.1.1.8 of the Agreement is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

 

3.1.1.8

Base Price of the A321 NEO Group 1 Airframe

The “Base Price of the A321 NEO Group 1 Airframe” is the sum of the following base prices:

 

(i)

the base price of the A321 NEO Airframe as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, is:

US$ [*CTR]

(US dollars – [*CTR]) and

 

(ii)

the sum of the base prices of any and all SCNs (other than Irrevocable SCNs to the extent included in clause (iii) below) set forth in Exhibit A-7 is:

US$ [*CTR]

 

AMD 5AAL_A320Family		Page 3
SPH-2122766-6 / CT1001520

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

(US dollars – [*CTR]) and

 

(iii)

the sum of the Irrevocable SCNs set forth in Exhibit A-7 is the sum of:

 

(a)

the base price of the New Engine Option is:

US$ [*CTR]

(US dollars – [*CTR]) and

 

(b)

the base price of the Sharklets is:

US$ [*CTR]

(US dollars – [*CTR]) and

 

(iv)

the base price of the Master Charge Engine at delivery conditions prevailing in January 2010 is:

US$ [*CTR]

(US dollars – [*CTR]) and

 

(v)

in the event the Buyer selects the LEAP-1A33B2 as the A321 Propulsion System pursuant to Clause 2.4 hereof, the base price of the airframe SCN related thereto is:

US$ [*CTR]

(US dollars – [*CTR]).

The Base Price of the A321 NEO Group 1 Airframe has been established in accordance with the average economic conditions prevailing in the A320 Family NEO Base Period.

UNQUOTE

 

1.7	Clause 3.1.1.9 of the Agreement is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

 

3.1.1.9

Base Price of the A321 NEO Group 2 Airframe

 

SPH-2122766-9

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

The “Base Price of the A321 NEO Group 2 Airframe” is the sum of the following base prices:

 

(i)

the base price of the A321 NEO Airframe as defined in the A321 Standard Specification (excluding Buyer Furnished Equipment), including nacelles and thrust reversers, is:

US$ [*CTR]

(US dollars – [*CTR]) and

 

(ii)

the sum of the base prices of any and all SCNs (other than Irrevocable SCNs the extent included in clause (iii) below) set forth in Exhibit A-7 is:

US$ [*CTR]

(US dollars – [*CTR]) and

 

(iii)

the sum of the Irrevocable SCNs set forth in Exhibit A-7 is the sum of:

 

(a)

the base price of the New Engine Option is:

US$ [*CTR]

(US dollars – [*CTR]) and

 

(b)

the base price of the Sharklets is:

US$ [*CTR]

(US dollars – [*CTR]) and

 

(iv)

in the event the Buyer selects the PW1133G1-JM as the A321 Propulsion System pursuant to Clause 2.4 hereof, the base price of the airframe SCN related thereto is:

US$ [*CTR]

(US dollars – [*CTR]).

The Base Price of the A321 NEO Group 2 Airframe has been established in accordance with the average economic conditions prevailing in the A320 Family NEO Base Period.

 

AMD 5AAL_A320Family		Page 5
SPH-2122766-6 / CT1001520

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

UNQUOTE

 

1.8	Clause 3.1.2.7 of the Agreement is amended by replacing “LEAP-X1A24” with “LEAP-1A24”.

 

1.9	Clause 3.1.2.8 of the Agreement is amended by replacing “LEAP-X1A26” with “LEAP-1A26”.

 

1.10	Clause 3.1.2.9 of the Agreement is amended by replacing “LEAP-X1A32” with “LEAP-1A32”.

 

1.11	Clause 3.1.2.10 of the Agreement is amended by replacing “PW1124G” with “PW1124G-JM”.

 

1.12	Clause 3.1.2.11 of the Agreement is amended by replacing “PW1127G” with “PW1127G-JM”.

 

1.13	Clause 3.1.2.12 of the Agreement is amended by replacing “PW1133G” with “PW1133G-JM”.

 

1.14	A new Clause 3.1.2.13 is added to the Agreement with the following quoted text:

QUOTE

 

3.1.2.13

The base price (the “Engine M Base Price”) of a set of two (2) CFM International LEAP –1A33 engines is:

US$ [*CTR] (US dollars [*CTR])

Said base price has been established in accordance with the delivery conditions prevailing in January 2010 and has been calculated from the reference price (the “Engine M Reference Price”) indicated by the Propulsion System Manufacturer of US$ [*CTR] (US dollars [*CTR]).

UNQUOTE

 

1.15	A new Clause 3.1.2.14 is added to the Agreement with the following quoted text:

QUOTE

 

3.1.2.14

The base price (the “Engine N Base Price”) of a set of two (2) CFM International LEAP –1A33B2 engines is:

US$ [*CTR] (US dollars [*CTR])

 

 

SPH-2122766-9

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

Said base price has been established in accordance with the delivery conditions prevailing in January 2010 and has been calculated from the reference price (the “Engine N Reference Price”) indicated by the Propulsion System Manufacturer of US$ [*CTR] (US dollars [*CTR]).

UNQUOTE

 

1.16	A new Clause 3.1.2.15 is added to the Agreement with the following quoted text:

QUOTE

 

3.1.2.15

The base price (the “Engine O Base Price”) of a set of two (2) Pratt & Whitney PW1127G1-JM engines is:

US$ [*CTR] (US dollars [*CTR])

Said base price has been established in accordance with the delivery conditions prevailing in January 2010 and has been calculated from the reference price (the “Engine O Reference Price”) indicated by the Propulsion System Manufacturer of US$ [*CTR] (US dollars [*CTR]).

UNQUOTE

 

1.17	A new Clause 3.1.2.16 is added to the Agreement with the following quoted text:

QUOTE

 

3.1.2.16

The base price (the “Engine P Base Price”) of a set of two (2) Pratt & Whitney PW1133G1-JM engines is:

US$ [*CTR] (US dollars [*CTR])

Said base price has been established in accordance with the delivery conditions prevailing in January 2010 and has been calculated from the reference price (the “Engine P Reference Price”) indicated by the Propulsion System Manufacturer of US$ [*CTR] (US dollars [*CTR]).

UNQUOTE

 

1.18	Exhibit A-5 of the Agreement is amended by replacing references to “[*CTR]” with “[*CTR]”, replacing references to “[*CTR]” with “[*CTR]” and replacing the words “As per Price table” with “as specified in Clause 3.1”.

 

AMD 5AAL_A320Family		Page 7
SPH-2122766-6 / CT1001520

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

1.19	Exhibit A-6 of the Agreement is amended by replacing references to “[*CTR]” with “[*CTR]”, replacing references to “[*CTR]” and replacing the words “As per Price table” with “as specified in Clause 3.1”.

 

1.20	Exhibit A-7 of the Agreement is amended by replacing references to “[*CTR]” with “[*CTR]” and replacing references to “[*CTR]” with “ [*CTR]” and replacing the words “As per Price table” with “as specified in Clause 3.1”.

 

1.21	Clause 1.1 of Exhibit C-3 is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

 

1.1

Reference Price of the Propulsion System

The Engine A Reference Price for a set of two (2) CFM International CFM56-5B6/3 series Propulsion System is as quoted in Clause 3.1.2.1 of the Agreement.

The Engine B Reference Price for a set of two (2) CFM International CFM56-5B4/3 series Propulsion System is as quoted in Clause 3.1.2.2 of the Agreement.

The Engine C Reference Price for a set of two (2) CFM International CFM56-5B3/3 series Propulsion System is as quoted in Clause 3.1.2.3 of the Agreement.

The Engine G Reference Price for a set of two (2) CFM International LEAP-1A24 series Propulsion System is as quoted in Clause 3.1.2.7 of the Agreement.

The Engine H Reference Price for a set of two (2) CFM International LEAP-1A26 series Propulsion System is as quoted in Clause 3.1.2.8 of the Agreement.

The Engine I Reference Price for a set of two (2) CFM International LEAP-1A32 series Propulsion System is as quoted in Clause 3.1.2.9 of the Agreement.

The Engine M Reference Price for a set of two (2) CFM International LEAP-1A33 series Propulsion System is as quoted in Clause 3.1.2.13 of the Agreement.

The Engine N Reference Price for a set of two (2) CFM International LEAP-1A33B2 series Propulsion System is as quoted in Clause 3.1.2.14 of the Agreement.

The Engine A Reference Price, Engine B Reference Price, Engine C Reference Price, Engine G Reference Price, Engine H Reference Price, Engine I Reference Price, Engine M Reference Price and Engine N Reference Price are subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Paragraphs 1.4. and 1.5. hereof.

 

SPH-2122766-9

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

UNQUOTE

 

1.22	Exhibit C-3 of the Agreement is hereby amended by replacing references to “LEAP-X” with “LEAP”.

 

1.23	Clause 1.1 of Exhibit C-4 is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

The Engine D Reference Price for a set of two (2) International Aero Engines V2524-A5 series Propulsion System is as quoted in Clause 3.1.2.4 of the Agreement.

The Engine E Reference Price for a set of two (2) International Aero Engines V2527-A5 series Propulsion System is as quoted in Clause 3.1.2.5 of the Agreement.

The Engine F Reference Price for a set of two (2) International Aero Engines V2533-A5 series Propulsion System is as quoted in Clause 3.1.2.6 of the Agreement.

The Engine D Reference Price, Engine E Reference Price and Engine F Reference Price are subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof.

 

1.24	Clause 1.1 of Exhibit C-5 is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

 

1.1

Reference Price of the Propulsion System

The Engine J Reference Price for a set of two (2) Pratt and Whitney PW1124G-JM series Propulsion System is as quoted in Clause 3.1.2.10 of the Agreement.

The Engine O Reference Price for a set of two (2) Pratt and Whitney PW1127G1-JM series Propulsion System is as quoted in Clause 3.1.2.15 of the Agreement.

The Engine K Reference Price for a set of two (2) Pratt and Whitney PW1127G-JM series Propulsion System is as quoted in Clause 3.1.2.11 of the Agreement.

The Engine L Reference Price for a set of two (2) Pratt and Whitney PW1133G-JM series Propulsion System is as quoted in Clause 3.1.2.12 of the Agreement.

The Engine P Reference Price for a set of two (2) Pratt and Whitney PW1133G1-JM series Propulsion System is as quoted in Clause 3.1.2.16 of the Agreement.

 

		Page 9

SPH-2122766-6 / CT1001520

---

The Engine J Reference Price, Engine O Reference Price, Engine K Reference Price, Engine L Reference Price and Engine P Reference Price are subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics, and in accordance with the provisions hereof.

UNQUOTE

 

2.	ASSIGNMENT

This Amendment and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement.

 

3.	CONFIDENTIALITY

Each of the Seller and the Buyer agree not to disclose the terms and conditions of this Amendment to any person without the prior written consent of the other party. Notwithstanding the foregoing, each of the Seller and the Buyer agrees that such terms and conditions may be disclosed without such prior written consent to (i) as required by law or as necessary in connection with the enforcement of such party’s rights hereunder, and (ii) to the board of directors, managers, employees, auditors, and legal, financial and technical advisors of each party.

 

4.	COUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

 

SPH-2122766-9

---

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

 

 

Accepted and Agreed:
AMERICAN AIRLINES, INC.
By:		/s/ AMERICAN AIRLINES, INC.
		Name:
		Title: Vice President – Fleet Planning

 

AMD 5AAL_A320Family

SPH-2122766-6 / CT1001520

Exhibit 10.3

EXECUTION VERSION

AMENDMENT NO. 6

to the

A320 Family Aircraft Purchase Agreement

made July 20, 2011

between

AIRBUS S.A.S.

and

AMERICAN AIRLINES, INC.

This Amendment No. 6 to the A320 Family Purchase Agreement made July 20, 2011 (as amended, supplemented or otherwise modified, hereinafter referred to as the “Amendment”), entered into as of July 1, 2014, by and between AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”), and AMERICAN AIRLINES, INC., a Delaware corporation having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, United States of America (the “Buyer”).

WITNESSETH:

WHEREAS, the Buyer and the Seller entered into an Airbus A320 Family Aircraft Purchase Agreement, made July 20, 2011, which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”;

WHEREAS, the Buyer and the Seller have agreed that the Seller will deliver certain A319 Aircraft to the Buyer under the Agreement equipped with a set of two CFM56-5B7/3 engines under the terms and conditions specified herein;

WHEREAS, the Buyer has reached a separate agreement with CFM (the “Buyer’s CFM Agreement”) pursuant to which CFM has agreed to deliver CFM56-5B7/3 engines to the Seller for delivery on A319 Aircraft under the Agreement [*CTR];

WHEREAS, the Seller has reached a separate agreement with CFM pursuant to which CFM has agreed to deliver CFM56-5B7/3 engines to the Seller for delivery on A319 Aircraft under the Agreement [*CTR];

 

AMD 6 AAL_A320Family_CT1001520		Page 1

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

WHEREAS, the Buyer and the Seller have agreed to modify certain terms relating to Leasing Documentation; and

WHEREAS, the Buyer and the Seller have agreed to modify certain terms relating to certain A321 Aircraft.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

 

1	PROPULSION SYSTEM

 

1.1	Clause 2.4.1 of the Agreement is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

Each A319 Airframe with a Scheduled Delivery Month occurring before [*CTR] will be equipped with a set of two CFM International CFM 56-5B6/3 engines and each A319 Airframe with a Scheduled Delivery Month, or Scheduled Delivery Quarter, occurring after [*CTR] will be equipped with a set of two CFM56-5B7/3 engines (such set, an “A319 Propulsion System”).

UNQUOTE

 

1.2	Clause 3.1.2.1 of the Agreement is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

 

3.1.2.1

The base price (the “Engine A Base Price”) of a set of two (2) CFM International CFM56-5B6/3 engines [*CTR] is:

US$ [*CTR] (US dollar [*CTR]).

Said base price has been established in accordance with the delivery conditions prevailing in January 2011 and has been calculated from the reference price (the “Engine A Reference Price”) for a set of two (2) CFM International CFM56-5B6/3 engines indicated by the Propulsion System Manufacturer of US$ [*CTR] (US dollars – [*CTR]).

UNQUOTE

 

AMD 6 AAL_A320Family_CT1001520		Page 2

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

1.3	Clause 1.1 of Exhibit C-3 to the Agreement is hereby deleted in its entirety and replaced with the following quoted text:

QUOTE

 

1.1

Reference Price of the Propulsion System

The Engine A Reference Price for a set of two (2) CFM International CFM56-5B6/3 series Propulsion System [*CTR].

The Engine B Reference Price for a set of two (2) CFM International CFM56-5B4/3 series Propulsion System is as quoted in Clause 3.1.2.2 of the Agreement.

The Engine C Reference Price for a set of two (2) CFM International CFM56-5B3/3 series Propulsion System is as quoted in Clause 3.1.2.3 of the Agreement.

The Engine G Reference Price for a set of two (2) CFM International LEAP-1A24 series Propulsion System is as quoted in Clause 3.1.2.7 of the Agreement.

The Engine H Reference Price for a set of two (2) CFM International LEAP-1A26 series Propulsion System is as quoted in Clause 3.1.2.8 of the Agreement.

The Engine I Reference Price for a set of two (2) CFM International LEAP-1A32 series Propulsion System is as quoted in Clause 3.1.2.9 of the Agreement.

The Engine M Reference Price for a set of two (2) CFM International LEAP-1A33 series Propulsion System is as quoted in Clause 3.1.2.13 of the Agreement.

The Engine N Reference Price for a set of two (2) CFM International LEAP-1A33B2 series Propulsion System is as quoted in Clause 3.1.2.14 of the Agreement.

The Engine A Reference Price, Engine B Reference Price, Engine C Reference Price, Engine G Reference Price, Engine H Reference Price, Engine I Reference Price, Engine M Reference Price and Engine N Reference Price are subject to adjustment for changes in economic conditions as measured by data obtained from the US Department of Labor, Bureau of Labor Statistics and in accordance with the provisions of Paragraphs 1.4. and 1.5. hereof.

UNQUOTE

 

1.4	The Buyer agrees to promptly notify the Seller if the Buyer’s CFM Agreement is amended such that CFM will no longer deliver [*CTR].

 

AMD 6 AAL_A320Family_CT1001520		Page 3

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

2	DEFINITIONS

Clause 0 of the Agreement is amended to modify the following defined term as set forth between the words “QUOTE” and “UNQUOTE”:

QUOTE

New Engine Option or NEO – as defined in Clause 2.1.1.1.

UNQUOTE

 

3	LEASING DOCUMENTATION

Annex B to the Form of Lease Agreement attached as Exhibit A to Letter Agreement No. 1 is hereby amended by deleting the final sentence of the first paragraph of Section B thereof in its entirety and replacing it with the following quoted text:

QUOTE

[*CTR]

[*CTR]

UNQUOTE

 

4	A321 DELIVERY MATTERS

New Paragraphs 3.4, 3.5 and 3.6 are added to Letter Agreement No. 2 with the following quoted text:

QUOTE

 

3.4

In respect of each A321 Aircraft identified in Schedule I with CAC ID No. [*CTR].

 

3.5

[*CTR]

 

3.6

[*CTR]

UNQUOTE

 

AMD 6 AAL_A320Family_CT1001520		Page 4

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

---

5	REFERENCES

On and after the date of this Amendment:

 

(i)

each reference in Letter Agreement No. 1 to “this Letter Agreement”, “hereunder”, “hereof” or words of like import referring to Letter Agreement No. 1 shall mean and be a reference to Letter Agreement No. 1 as amended by this Amendment, and

 

(ii)

each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended by this Amendment.

 

6	ASSIGNMENT

This Amendment and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement; provided, however, this Amendment may not be assigned by the Buyer under either Clause 21.5 or 21.6 of the Agreement without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

 

7	CONFIDENTIALITY

Each of the Seller and the Buyer agree not to disclose the terms and conditions of this Amendment to any person without the prior written consent of the other party. Notwithstanding the foregoing, each of the Seller and the Buyer agrees that such terms and conditions may be disclosed without such prior written consent (i) as required by law or as necessary in connection with the enforcement of such party’s rights hereunder, and (ii) to the board of directors, managers, employees, auditors, and legal, financial and technical advisors of each party.

 

8	COUNTERPARTS

This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

[Signature Page Follows]

 

AMD 6 AAL_A320Family_CT1001520		Page 5

---

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

 

 

Accepted and Agreed:
AMERICAN AIRLINES, INC.
By:		/s/ AMERICAN AIRLINES, INC.
		Name:
		Title: Vice President, Fleet Planning

 

AMD 6 AAL_A320Family_CT1001520		Page 6

Exhibit 10.4

Supplemental Agreement No. 37

to

Purchase Agreement No. 1977

between

The Boeing Company

and

American Airlines, Inc.

Relating to Boeing Model 737-800 Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of April 25, 2014, (Supplemental Agreement Number 37) 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 (the “Purchase Agreement”) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;

WHEREAS, Boeing and Customer desire to revise the delivery of the 737-823 aircraft delivering in [*CTR] 2015 to [*CTR] 2015 agreeing to [*CTR] to [*CTR] 2015 and to [*CTR] to the existing [*CTR] 2015 [*CTR].

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 is deleted in its entirety and a revised “Table of Contents,” attached hereto and identified with an “SA-37” legend is substituted in lieu thereof to reflect the changes made by this SA-37.

 

P.A. No. 1977 AAL		SA-37		Page 1

SPH-2042715-6

BOEING PROPRIETARY

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

---

2. Revision of Table 1F:

Table 1F entitled “Aircraft Delivery, Description, Price and Advance Payments – Purchased Aircraft” is deleted in its entirety and a revised Table 1F to revise the [*CTR] 2014 delivery to [*CTR] 2015, attached hereto and identified with an “SA-37” legend is substituted in lieu thereof to reflect the changes made by this SA-37.

EXECUTED IN DUPLICATE as of the day and year first above written.

 

THE BOEING COMPANY						AMERICAN AIRLINES, INC.
By:		/s/ THE BOEING COMPANY				By:		/s/ AMERICAN AIRLINES, INC.
Its:		Attorney-In-Fact				Its:		Vice President – Fleet Planning

 

P.A. No. 1977 AAL		SA-37		Page 2

BOEING PROPRIETARY

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

---

TABLE OF CONTENTS

 

				SA NUMBER
ARTICLES
					SA-21
1.		Quantity, Model and Description
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 – SA-34 Exercised Aircraft			SA-34
1F		Aircraft Delivery, Description, Price and Advance Payments – Purchased Aircraft			SA-37
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 Table of Contents		BOEING PROPRIETARY		SA-37 Page 1

[*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 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] Sharing
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			SA-28
AAL-PA-1977-LA-1105509		Aircraft Performance Guarantees, 737-700			SA-35
AAL-PA-1977-LA-1105511		Aircraft Performance Guarantees, 737-900ER			SA-35
6-1162-CLO-1038		Advance Payments and Permitted Transactions			SA-31

 

 

P.A. No. 1977 Table of Contents		BOEING PROPRIETARY		SA-37 Page 2

[*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-CLO-1082		Advance Payments and Permitted Transactions 2			SA-32
AAL-PA-1977-LA-01073		Advance Payments and Permitted Transactions 3			SA-34
AAL-PA-1977-LA-1105271		Advance Payments and Permitted Transactions 4			SA-35
AAL-PA-1977-LA-1105272R1		Business Considerations 2			SA-36
AAL-PA-1977-LA-1105616		Open Configuration Matters			SA-35
AAL-PA-1977-LA-1105863		Performance Guarantees for Rights Aircraft			SA-35
AAL-PA-1977-LA-08834		Business Considerations 3			SA-36
AAL-PA-1977-LA-08835		[*CTR]			SA-36
AAL-PA-1977-LA-1106665		[*CTR]			SA-36
AAL-PA-1977-LA-1106666		[*CTR]			SA-36
AAL-LA-1106678		Assignment Matters			SA-36

 

P.A. No. 1977 Table of Contents		BOEING PROPRIETARY		SA-37 Page 3

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

---

Table 1F To Purchase Agreement No. 1977

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft

 

irframe Model/MTOW:		737-800		[*CTR] pounds		Detail Specification: [*CTR] (as may be subsequently amended)
Engine Model/Thrust:		CFM56-7B24		[*CTR] pounds		Airframe Price Base Year/Escalation Formula:		[*CTR]
Airframe Price:				[*CTR]		Engine Price Base Year/Escalation Formula:
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]
Seller Purchased Equipment (SPE) Estimate:				[*CTR]
Deposit per Aircraft:				[*CTR]

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Aircraft Serial Number

Escalation Estimate Adv Payment Base Price Per A/P

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

[*CTR] [*CTR]

[*CTR] [*CTR]

[*CTR] [*CTR]

Total [*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-01977 57184-1F.TXT		Boeing Proprietary SA-37		Page 1

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

---

Table 1F To Purchase Agreement No. 1977

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Aircraft Serial Number

Escalation Estimat Adv Payment Base Price Per A/P

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

[*CTR] [*CTR]

[*CTR] [*CTR]

[*CTR] [*CTR]

Total [*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2013

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2014

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-01977 57184-1F.TXT		Boeing Proprietary SA-37		Page 2

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

---

Table 1F To Purchase Agreement No. 1977

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Aircraft Serial Number

Escalation Estimat Adv Payment Base Price Per A/P

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

[*CTR] [*CTR]

[*CTR] [*CTR]

[*CTR] [*CTR]

Total [*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2015

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-01977 57184-1F.TXT		Boeing Proprietary SA-37		Page 3

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

---

Table 1F To Purchase Agreement No. 1977

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Aircraft Serial Number

Escalation Estimat Adv Payment Base Price Per A/P

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

[*CTR] [*CTR]

[*CTR] [*CTR]

[*CTR] [*CTR]

Total [*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2016

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

 

AAL-PA-01977 57184-1F.TXT		Boeing Proprietary SA-37		Page 4

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

---

Table 1F To Purchase Agreement No. 1977

737-800 Aircraft Delivery, Description, Price and Advance Payments Purchased Aircraft

 

Delivery Date

Number of Aircraft

Escalation Factor (Airframe)

Aircraft Serial Number

Escalation Estimat Adv Payment Base Price Per A/P

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

[*CTR] [*CTR]

[*CTR] [*CTR]

[*CTR] [*CTR]

Total [*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]-2017

1

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

[*CTR]

Total:

100

 

*	Per SA-37, originally a [CTR] 2015 delivery, revised to [*CTR] 2015, [*CTR], Advance Payment Price based on [*CTR] Advance Payment Base Price.

 

AAL-PA-01977 57184-1F.TXT		Boeing Proprietary SA-37		Page 5

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

Exhibit 10.5

Supplemental Agreement No. 36

to

Purchase Agreement No. 1980

between

The Boeing Company

and

AMERICAN AIRLINES, INC

Relating to Boeing Model 777 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 36, entered into this 30th day of April 2014, (SA-36) 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 (Customer);

RECITALS:

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 1980 dated as of October 31, 1997, as amended and supplemented relating to Boeing Model 777 aircraft (Purchase Agreement) (and capitalized terms used herein without definition shall have the meanings specified therefore in such Purchase Agreement); and

WHEREAS, Boeing and Customer desire to [*CTR] the delivery of the 777-323ER Aircraft scheduled for delivery in [*CTR] 2016 to [*CTR] 2016; and

WHEREAS, Boeing and Customer desire to revise the MADP right for [*CTR] ([*CTR]) 777-323ER Aircraft and the QADP rights of [*CTR] ([*CTR]) 777-323ER Aircraft scheduled for delivery in [*CTR] to [*CTR], [*CTR], [*CTR], and [*CTR].

NOW THEREFORE, In consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:

l. Table of Contents:

The “Table of Contents” to the Purchase Agreement is deleted in its entirety and a revised “Table of Contents,” attached hereto and identified with an “SA-36” legend is substituted in lieu thereof to reflect the changes made by this SA-36.

2. Table l-8

Table 1-8 entitled “777-323ER Aircraft Delivery, Description, Price and Advance Payments” is deleted in its entirety and a revised Table 1-8 to revise the [*CTR] 2016 delivery to [*CTR] 2016, attached hereto and identified with an “SA-36” legend is substituted in lieu thereof to reflect the changes made by this SA-36.

 

PA No. 1980		Page 1		SA 36

Boeing Proprietary

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

---

3. Letter Agreement No. 6-1162-AKP-110R3:

Attachment B entitled “Information Regarding MADP Rights to Letter Agreement No. 6-1162-AKP-110R3” is deleted in its entirety and a revised Attachment B (Revised Attachment B) is substituted which revises the [*CTR] MADP Delivery to [*CTR].

4. Revision of Attachment C to Letter Agreement No. 6-1162-AKP-110R3:

Attachment C entitled “Information Regarding QADP Rights to Letter Agreement No. 6-1162-AKP-110R3” is deleted in its entirety and a revised Attachment C (Revised Attachment C) is substituted which revises the [*CTR] ([*CTR]) [*CTR] QADP Delivery Aircraft to deliveries in [*CTR] ([*CTR]) [*CTR], [*CTR], [*CTR], [*CTR], and [*CTR].

EXECUTED IN DUPLICATE as of the day and year first above written.

 

THE BOEING COMPANY						AMERICAN AIRLINES, INC.
By:		/s/ THE BOEING COMPANY				By:		/s/ AMERICAN AIRLINES, INC.
Name: Its:		Attorney-In-Fact				Name: Its:		Vice President – Fleet Planning

 

PA No. 1980		Signature Page		SA 36

Boeing Proprietary

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

---

TABLE OF CONTENTS

ARTICLES				PAGE & SA NUMBER
1.		Quantity, Model and Description			1, SA-20
2.		Delivery Schedule			1, SA-20
3.		Price			1, SA-20
4.		Payment			2, SA-20
5.		Miscellaneous			2, SA-20
TABLE				SA NUMBER
1.		777 200ER Aircraft Delivery, Description, Price and Advance Payments ([*CTR] Deliveries) Jul. [*CTR] Airframe Base Year Jul. [*CTR] Engine Base Year			Original Purchase Agreement, SA-3, SA-17, SA-18, SA-26 & SA-31
		Terminated			SA-35
1-1.		777-200IGW Aircraft Information Table: 1999 Deliveries Jul. 1995 Airframe & Engine Base Year			SA- l
1-2.		777-200IGW Aircraft Information Table: 2000-2001 Deliveries Jul. 1995 Airframe & Engine Base Year			SA-2 & SA-6
1-3.		777-200IGW Aircraft Information Table: 2000-200 I Deliveries Jul. 1995 Airframe Base Year Jul. 1997 Engine Base Year			SA-4, SA-5, SA- 6, SA-7 & SA-9
1-4.		777-200IGW Aircraft Information Table: 2000-200 I Deliveries Jul. 1995 Airframe Base Year Jul. 1998 Engine Base Year			SA-5, SA-6 & SA-9
1 -5.		777-223IGW Aircraft Information Table: 2001-2002 Deliveries Jul. 1995 Airframe Base Year Jul. 1999 Engine Base Year			SA-10, SA-11 , SA-12 & SA-1  5
l -6.		777-200IGW Aircraft Information Table: 2003 Deliveries Jul. 1995 Airframe Base Year Jul. 1995 Engine Base Year			SA-13
l -7.		777-323ER Aircraft Delivery, Description, Price and Advance Payments (November 2012—July 2013 Deliveries) Jul. [*CTR] Airframe Base Year			SA-25, SA-26, SA-28, SA-31
1 -8.		777-323ER Aircraft Delivery, Description, Price and Advance Payments (December [*CTR] and [*CTR] Deliveries) Jul. [*CTR] Airframe Base Year			SA-36

 

PA No. 1980		Table of Contents Page i		SA 36

Boeing Proprietary

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

---

TABLE OF CONTENTS, continued

 

TABLE				SA NUMBER
2.		777-223IGW Aircraft Information Table: 2009-2010 Deliveries Jul. 1995 Airframe Base Year Jul. 2001 Engine Base Year		SA-15 & SA-1 6
3.		777-2231GW Aircraft Information Table: 2006-2010 Deliveries Jul. 1995 Airframe Base Year [*CTR] Jul. 2001 Engine Base Year		SA-15 & SA-16
EXHIBIT				SA NUMBER
A.		Aircraft Configuration
Al.		Aircraft Configuration - 777-323ER                     WITHDRAWN		SA-31
A2.		Aircraft Configuration - 777-323ER		SA-28
B.		Aircraft Delivery Requirements and Responsibilities		SA-20
c.		Defined Terms		SA-20
SUPPLEMENTAL EXHIBITS				SA NUMBER
AEI.		Escalation Adjustment Airframe and Optional Features - 777-323ER		SA-20
BFEl .		BFE Variables
BFEl-2.		BFE Variables- 777-323ER		SA-25, SA-26,
				SA-28
CSI.		Customer Support Variables
CS l -2		Customer Support Variables - 777-323ER		SA-20
SLP l		Service Life Policy Components
EE l-BR I.		Engine Escalation and Engine Warranty		SA-15
EE l-2.		Engine Escalation, Engine Warranty and Patent Indemnity - 777-323ER		SA-20

LETTER AGREEMENTS				PA or SA NUMBER
6-11 62-AKP-070		Miscellaneous Commitments for Model737, 757, 767 and 777 Aircraft
6-11 62-AKP-071R1		Purchase Obligations
		Terminated Per AAL-PA-1977-LA-1105595		PA3219
6-11 62-AKP-072R3		[*CTR]
		Terminated Per AAL-PA-1977-LA-1105595		PA3219
6-11 62-AKP-073R1		Accident Claims and Litigation

 

P.A. No. 1980		Table of Contents Page ii		SA 36

Boeing Proprietary

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

---

TABLE OF CONTENTS, continued

 

 

				PA or SA
LETTER AGREEMENTS				NUMBER
6-1162-AKP-109R3		Business Considerations		SA-20
6-1 I 62-AKP-110R3		Aircraft Purchase Rights and Substitution Rights		SA-20
Attachment A		Description and Price for Eligible Models		SA-20
Attachment B		Information Regarding MADP Rights		SA-36
Attachment C		Information Regarding QADP Rights		SA-36
Attachment D		Forms of Purchase Agreement Supplement		SA-20
Attachment E		Letter Agreements		SA-20
Attachment F		Information regarding MADP and QADP Rights if no 787s are reconfirmed		SA-20
6-1162-AKP-111		Aircraft Performance Guarantees
AAL-PA-I980-LA-1003346		Aircraft Performance Guarantees - 777-323ER		SA-20
AAL-PA-I980-LA-04205R4		Aircraft Performance Guarantees - 777-323ER		SA-28
6-1162-AKP-112		Spares Matters
6-1162-AKP-113		Model 777 Miscellaneous Commitments
6-l162-AKP-114RI		Installation of Cabin Systems Equipment		SA-22
AAL-PA-1980-LA-1003493		Installation of Cabin Systems Equipment - 777-323ER		SA-20
6-1162-AKP-115		Component and System Reliability Commitments
6-l162-AKP-116		Price Adjustment on Rolls-Royce Engines
6-1162-AKP-117		Delivery Schedule
6-1162-AKP- 118R2		Confidentiality		SA-20
6-1162-AKP-204		Multiple Operating Weight Program Model 777-200JGW Aircraft		SA-6
AAL-PA-1  980-LA-1003536R1		Multiple Operating Weight Program, Model 777-323ER Aircraft		SA-21
AAL-PA-1980-LA-1003344		Open Configuration Matters -777-323ER		SA-20
AAL-PA-1980-LA-1104563		Performance Guarantees for Rights Aircraft		SA-23
AAL-PA-1980-LA-1105629		Advance Payments and Permitted Transactions		SA-25
AAL PA 1980-LA-1207588		[*CTR] for Undelivered Aircraft		SA-30
AAL-PA-1980-LA-1208920		Delivery Flexibility for [*CTR] Purchase Rights		SA-30
AAL-LA-1106678		Assignment Matters		SA-33

 

PA No. 1980		Table of Contents Page iii		SA 36

Boeing Proprietary

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

---

Table 1-8 to

Purchase Agreement No. PA-01980

777-323ER Aircraft Delivery, Description, Price and Advance Payments

 

Airframe Model/MTOW:

777-300ER

775000 pounds

Detail Specification:

[*CTR]

Engine Model/Thrust:

GE90-115BL

115300 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): Base

[*CTR]

Aircraft Basic Price (Excluding BFE’/SPE):

[*CTR]

Year Index (CPI):

[*CTR]

Buyer Furnished Equipment (BFE) Estimate:

[*CTR]

Seller Purchased Equipment (SPE) Estimate:

[*CTR]

[*CTR]

Deposit per Aircraft:

 

Escalation

Escalation Estimate

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

Delivery Date

Number of Aircraft

Factor (Airframe)

Manufacturer Serial Number

Exercised Via

Adv Payment Base Price Per A/P

[*CTR] [*CTR]

[*CTR] [*CTR]

[*CTR] [*CTR]

Total [*CTR]

[*CTR]-2013

1

[*CTR

]

31550

SA-28

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR]-2014

1

[*CTR

]

33541

SA-31

[*CTR

]

[*CTR

]

*

[*CTR

]

**

[*CTR

]

[*CTR

]

[*CTR]-2014

1

[*CTR

]

31553

SA-31

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR]-2014

1

[*CTR

]

33127

SA-31

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR]-2014

1

[*CTR

]

31554

SA-32

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR]-2014

1

[*CTR

]

33523

SA-35

[*CTR

]

[*CTR

]

***

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR]-2014

1

[*CTR

]

31549

SA-34

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR]-2015

1

[*CTR

]

33524

SA-35

[*CTR

]

[*CTR

]

***

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR]-2015

1

[*CTR

]

31480

SA-35

[*CTR

]

[*CTR

]

***

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR]-2016

1

[*CTR

]

32439

SA-35

[*CTR

]

[*CTR

]

***

[*CTR

]

[*CTR

]

[*CTR

]

[*CTR]-2016

1

[*CTR

]

33538

SA-36

[*CTR

]

[*CTR

]

#

[*CTR

]

[*CTR

]

[*CTR

]

11

 

*	-Amount on hand for this Aircraft prior to SA-31

**	- Amount adjusted for amount on hand prior to SA-31

***	- Amount includes deposit on hand prior to SA-35

#	- Amount includes deposit on hand prior to SA-36

 

AAL-PA-01980 SA-36, [*CTR] 62891; for [*CTR] Delivery- APR [*CTR]				Table 1-8, Page 1 of 1 SA-36

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

---

Attachment B to Letter Agreement 6-1162-AKP-110R3 (Model 777)

Information Regarding MADP Rights

 

MSN		Exercise Date		Delivery Month/Year
41665		[*CTR]		[*CTR]
31546		[*CTR]		[*CTR]
31547		[*CTR]		[*CTR]
33125		[*CTR]		[*CTR]
41666		[*CTR]		[*CTR]
67680		[*CTR]		[*CTR]
71939		[*CTR]		[*CTR]
71940		[*CTR]		[*CTR]
101794		[*CTR]		[*CTR]
71942		[*CTR]		[*CTR]
67655		[*CTR]		[*CTR]

 

PA No. 1980		SA-36		Page 1 of 1

Attachment B to Letter Agreement 6-1162-AKP-110R3

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

---

Attachment C to Letter Agreement 6-1162-AKP-110R3 (Model 777)

Information Regarding QADP Rights

 

MSN or Item Number		Exercise Date		Delivery Quarter
101789		9/30/10		[*CTR]
31543		SA-20		[*CTR]
101790		3/31/11		[*CTR]		SA-21
41668		SA-23		[*CTR]
31548		SA-25		[*CTR]
41669		[*CTR]		[*CTR]		SA-27
68870		[*CTR]		[*CTR]		SA-21
31553		SA-31		[*CTR]		SA-31
33127		SA-31		[*CTR]		SA-31
68872		SA-32		[*CTR]		SA-32
68870		SA-34		[*CTR]		SA-34
101801		[*CTR]		[*CTR]
101790		[*CTR]		[*CTR]		SA-29
181030		[*CTR]		[*CTR]		SA-36
181031		[*CTR]		[*CTR]		SA-36
101798		[*CTR]		[*CTR]		SA-36
181032		[*CTR]		[*CTR]		SA-36
68864		[*CTR]		[*CTR]		SA-36
71938		[*CTR]		[*CTR]		SA-36

 

PA No. 1980		SA-36		Page 1 of 1

Attachment C to Letter Agreement 6-1162-AKP-110R3

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

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

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

---

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 Exhibit EE2 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

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

---

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 – TRENT			SA-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)			SA-4
EXHIBIT
A(R1).		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]			SA-2
EE2		[*CTR]
SLP1.		Service Life Policy Components
LETTER AGREEMENTS
3219-01		[*CTR]

 

P.A. No. 3219				SA-4 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

 

				SA NUMBER
LETTER AGREEMENTS, CONTINUED
3219-02		Special Terms – Seats and In-Flight Entertainment
3219-04		[*CTR]
3219-05R1		Spare Parts Commitments			SA-3
3219-06R1		Spare Parts Initial Provisioning			SA-3
3219-08R2		Open Configuration Matters			SA-3
6-1162-AKP-071R1		Purchase 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]			SA-2
		Withdrawn			SA-3
6-1162-CLO-1032R1		[*CTR]			SA-3
		Terminated
6-1162-CLO-1039		[*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			SA-3
		Attachment A(R1) – 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]			SA-3
6-1162-TRW-0670R1		Miscellaneous Commitments for Model 787
		Aircraft			SA-3
6-1162-TRW-0671		[*CTR]			SA-3
		Withdrawn
					SA-3
6-1162-TRW-0672R1		[*CTR]			SA-3
6-1162-TRW-0673R1		Confidentiality			SA-3
6-1162-TRW-0674R2		Business Considerations			SA-3
AAL-PA-3219-LA-08836		[*CTR]			SA-3
AAL-PA-3219-LA-08837		[*CTR]			SA-3
AAL-PA-3219-LA-08838		[*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

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

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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 Exhibit EE2

to Purchase Agreement Number 3219

 

PA 3219		SA-4, EE2		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		SA-4, EE2		Page | 2

BOEING PROPRIETARY

[*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		SA-4, EE2		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		SA-4, EE2		Page | 4

BOEING PROPRIETARY

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

---

(ii) [*CTR]

3. [*CTR]

3.1 [*CTR]

[*CTR]

3.2 [*CTR]

 

PA 3219		SA-4, EE2		Page | 5

BOEING PROPRIETARY

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

Exhibit 10.7

Amendment No. 16

to the

Amended and Restated Airbus A320 Family Aircraft Purchase Agreement

dated as of October 2, 2007

between

AIRBUS S.A.S.

and

US AIRWAYS, INC.

This Amendment No. 16 to the Amended and Restated Airbus A320 Family Aircraft Purchase Agreement between Airbus S.A.S. and US Airways, Inc. (this “Amendment”) is entered into as of July 1, 2014 by and between Airbus S.A.S., a société par actions simplifiée, organized and existing under the laws of the Republic of France, having its registered office located at 1, rond-point Maurice Bellonte, 31700 Blagnac, France (the “Seller”), and US Airways, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 111 West Rio Salado Parkway, Tempe, Arizona 85281, U.S.A. (the “Buyer”).

W I T N E S S E T H

WHEREAS, the Buyer and the Seller entered into an Amended and Restated Airbus A320 Family Purchase Agreement dated as of October 2, 2007, which agreement, as previously amended by and supplemented with all Exhibits, Appendices, Letter Agreements and amendments, including Amendment No. 1 dated as of January 11, 2008, Amendment No. 2 dated as of October 20, 2008 (“Amendment No. 2”), Amendment No. 3 dated as of January 16, 2009, Amendment No. 4 dated as of August 11, 2009, Amendment No. 5 dated as of October 2, 2009, Amendment No. 6 dated as of November 20, 2009, Amendment No. 7 dated as of April 1, 2010, Amendment No. 8 dated as of January 13, 2011, Amendment No. 9 dated as of March 31, 2011, Amendment No. 10 dated as of October 17, 2011, Amendment No. 11 dated as of December 15, 2011, Amendment No. 12 dated as of October 19, 2012, Amendment No. 13 dated as of July 3, 2013, Amendment No. 14 dated as of September 30, 2013, and Amendment No. 15 dated as of December 20, 2013 (the “Agreement”), relates to the sale by the Seller and the purchase by the Buyer of certain Airbus single-aisle aircraft;

WHEREAS, the Buyer and the Seller have agreed to amend certain terms of the Agreement as set forth herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

Capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

---

1.	A321 Delivery Matters

New paragraphs 3.7, 3.8 and 3.9 are added to the Amended and Restated Letter Agreement No. 5 to the Agreement with the following quoted text:

QUOTE

 

3.7

The Seller will provide to the Buyer a [*CTR] upon Delivery of each of the [*CTR] New A321 Aircraft identified in Clause 9.1.1 of the Agreement with New CAC IDs [*CTR].

 

3.8

[*CTR]

 

3.9

At the Buyer’s option, the [*CTR].

UNQUOTE

 

2.	EFFECT OF AMENDMENT

 

2.1

The provisions of this Amendment constitute a valid amendment to the Agreement and the Agreement will be deemed to be amended to the extent herein provided and, except as specifically amended hereby, will continue in full force and effect in accordance with its original terms. This Amendment supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter of this Amendment.

 

2.2

Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Amendment will be governed by the provisions of the Agreement, except that if the Agreement and this Amendment have specific provisions that are inconsistent, the specific provisions contained in this Amendment will govern.

 

3.	CONFIDENTIALITY

This Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the Agreement.

 

4.	GOVERNING LAW

The governing law shall be as set forth in Clause 22.4 of the Agreement.

 

5.	COUNTERPARTS

This Amendment may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission or electronic mail), will be an original, and the counterparts will together constitute one and the same instrument.

 

USA – Amendment No. 16 to Amended and Restated Airbus A320 Family Purchase Agreement
CT0803167-AMD16-USA-A320		PRIVILEGED AND CONFIDENTIAL

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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IN WITNESS WHEREOF, these presents were entered into as of the day and year first above written.

 

US AIRWAYS, INC.						AIRBUS S.A.S.
By:		/s/ US AIRWAYS, INC.				By:		/s/ AIRBUS S.A.S.
Its:		Vice President, Fleet Planning				Its:		Senior Vice President Contracts

 

USA – Amendment No. 16 to Amended and Restated Airbus A320 Family Purchase Agreement
CT0803167-AMD16-USA-A320		PRIVILEGED AND CONFIDENTIAL

Exhibit 10.8

AMERICAN AIRLINES GROUP INC.

Short-term Incentive Program

(Established Effective January 22, 2014)

SECTION I. PURPOSE

The purpose of the American Airlines Group Inc. 2014 Short-term Incentive Program (the “Program”) is to:

 

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Motivate executives and other key management to increase shareholder value, and

 

•

Encourage strategic decision-making by rewarding the achievement of certain financial and operational goals.

The Program sets forth the terms and conditions for cash Performance Awards (“Awards”) to be paid for the Performance Period commencing on January 1 of each year and ending on December 31 of each year (each, a “Plan Year”) under the American Airlines Group Inc. 2013 Incentive Award Plan (the “Plan”) to individuals employed in eligible positions. Capitalized terms not defined herein have the meanings as set forth in the Plan.

SECTION II. ELIGIBILITY CRITERIA

Employees of American Airlines Group Inc. (the “Company”) or an Affiliate who meet the criteria established by the Committee in writing or, with respect to Participants who are not executive officers, delegated to management at the time of its approval of this Program are eligible to participate in the Program based on the principles so established by the Committee or management, as applicable.

SECTION III. AWARD LEVELS

Participants have the opportunity to earn Performance Awards under the Program for the Plan Year based on the achievement of certain financial and operational targets as described in the Plan and as adopted by the Committee in writing at the time of its approval of this Program.

The Committee may, in its discretion, increase or decrease the amount of a Participant’s Award based on individual performance; a Participant’s Award may be increased by up to 50% or decreased to zero. The aggregate effect of the individual performance modifier for all Participants may not result in an increase to the aggregate Program incentive amount. Further, in no event shall an individual payout exceed 200% of the applicable target.

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Minimum, threshold, target, and maximum Award Levels shall be as established by the Committee at the time of its approval of this Program.

All Award Levels are expressed as a percentage of the employee’s base salary as in effect on the last day of the Plan Year, except that: if the employee is promoted or demoted during the Plan Year as described in Section II, the last base salary in effect for such employee at the eligible position prior to the demotion or promotion will be used to determine any pro rata Award attributable to such eligible position, and the base salary in effect for such employee on the last day of the Plan Year will be used to determine the portion of the Award attributable to the employee’s last eligible position during the Plan Year.

If a Participant is continuously and actively employed during the entire Plan Year, but forfeits his or her Award because the Participant did not satisfy the continuous active employment requirements set forth in Section IV below through the date of payment of the Award, then the CEO or his or her designee is hereby authorized to reallocate the value of such Award among other Participants who have qualified for Awards under the Program and whose individual performances, in the opinion of the CEO or his or her designee, warrant increased Award amounts. An Award will be increased only to the extent that it does not exceed any dollar or percentage limits set by the Committee at the time of approval of the Program, and to the extent it will be credited to an executive officer, only if the Committee approves the increased amount.

SECTION IV. AWARD PAYMENT TIMING, EARLY PAYMENT AND SEPARATION

All Awards shall be paid in cash as soon as possible after the close of the Plan Year, but no later than March 15, 2015, or as soon thereafter if such payment was administratively impracticable to make by such date and such impracticability was unforeseeable as of the date upon which the legally binding right to such payment arose (as determined under Treasury Regulation Section 1.409A-1(b)(4)(ii)). Payments will be subject to all required federal, state, and local tax withholding.

To receive an Award, an employee must be in continuous active employment with the Company (or an Affiliate) through the date of payment of the Award, unless otherwise prohibited by law, subject to the following special rules:

 

•

If the employee is on a leave of absence on the date of payment of the award, but is otherwise eligible for such Award, the employee will receive payment for any portion of the Award they have earned on such date.

 

•

If the employee separates from service with the Company (and all Affiliates) while actively employed in an eligible position due to death or disability prior to the payment of the Award, but is otherwise eligible for such Award, the employee will be treated as having been actively employed on the date of payment of the Award.

 

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For purposes of this Program, “disability” shall mean a “permanent and total disability” within the meaning of Section 22(e)(3) of the Code.

If the employee separates from service with the Company (and all Affiliates) for any reason other than death or disability (whether such separation is voluntary or involuntary or during active employment or a leave of absence), no unpaid Award will be due under the Program, unless otherwise required by law.

SECTION V. PROGRAM ADMINISTRATION

The Program will be administered by the Committee in accordance with the Plan and, where an Award is intended by the Committee to qualify as a Performance Award under the Plan, in a manner that satisfies the requirements of Section 162(m) of the Internal Revenue Code for qualified “performance-based” compensation.

Awards generally are calculated and distributed as provided in Sections III and IV above; provided, however, that no Award payments will be made unless the Committee certifies in writing with respect to each officer (a) that all material terms of the Program have been satisfied and (b) that payments to the employee in stated amounts are appropriate under the Program.

SECTION VI. ABSENCE OF PROGRAM FUNDING; NO EQUITY INTEREST

Benefits under the Program shall be paid from the general funds of the Company (or the Affiliate), and an employee (or the employee’s estate in the event of death) shall be no more than an unsecured general creditor of the Company (or the Affiliate) with no special or prior right to any assets of the Company (or the Affiliate).

Nothing contained in the Program shall be deemed to give any employee any equity or other interest in the assets, business or affairs of the Company or any Affiliate. It is not intended that an employee’s interest in the Program shall constitute a security or equity interest within the meaning of any state or federal securities laws.

SECTION VII. NO TRANSFERABILITY

An employee shall not have any right to transfer, sell, alienate, assign, pledge, mortgage, collateralize or otherwise encumber any of the payments provided by this Program.

SECTION VIII. NO EMPLOYMENT RIGHTS

This Program is not intended to be a contract of employment. Both the employee and the Company (and all Affiliates) have the right to end their employment with or without cause or notice.

 

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SECTION IX. INTERPRETATION, AMENDMENT AND TERMINATION

The Committee shall have the power to interpret all provisions of the Program, which interpretations shall be final and binding on all persons. The provisions of this document shall supersede all provisions of any and all such prior documents relating to the Program and its subject matter. However, if the provisions of this document conflict with any provision of the Plan, the provisions set forth in the Plan shall govern in all cases. The laws of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of the Program, without regard to such state’s conflict of laws rules.

The Committee reserves the right to amend or terminate the Program at any time, with or without prior notice; provided, however, that all amendments to the Program shall preserve the qualification of Performance Awards made under the Program as “performance-based” compensation under Section 162(m) of the Internal Revenue Code. Notwithstanding the foregoing, the Committee may not amend the Program in a way that would materially impair the rights of an employee with respect to a previously-granted Award, except to the extent necessary to preserve the qualification of Performance Awards as “performance-based” compensation under Section 162(m) of the Internal Revenue Code or unless such employee has consented in writing to such amendment.

Notwithstanding the foregoing, in the event of any act of God, war, natural disaster, aircraft grounding, revocation of operating certificate, terrorism, strike, lockout, labor dispute, work stoppage, fire, epidemic or quarantine restriction, act of government, critical materials shortage, or any other act beyond the control of the Company, whether similar or dissimilar (each a “Force Majeure Event”), which Force Majeure Event affects the Company or its Affiliates, the Committee, in its sole discretion, may terminate or suspend, delay, defer (for such period of time as the Committee may deem necessary), or substitute any Awards due currently or in the future under the Program, including, but not limited to, any Awards that have accrued to the benefit of employees but have not yet been paid, subject to Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder.

 

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(1)	The three and six months ended June 30, 2014 includes non-cash interest accretion related to outstanding Mandatorily Convertible Preferred Stock and Other Bankruptcy Settlement Obligations.