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Form 10-Q AMERICAN AIRLINES, INC. For: Jun 30 Filed by: American Airlines Group Inc.

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July 21, 2022 7:03 AM EDT
Exhibit 10.1
Certain information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

SUPPLEMENTAL AGREEMENT NO. 23

to

PURCHASE AGREEMENT NO. 03735

between
    
THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 737 MAX Aircraft

This SUPPLEMENTAL AGREEMENT No. 23 (SA-23) To PURCHASE AGREEMENT NO. 03735, entered into as of May _5__, 2022 (Effective Date), by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington (Boeing) and AMERICAN AIRLINES, INC. a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 03735 dated February 1, 2013 relating to Boeing Model 737 MAX Aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;

    WHEREAS, in [****] to the [****] Aircraft that Customer had previously [****] as set forth in Table 1R12, 1-2, 1-3R6, and 1-4R1 to the Purchase Agreement, Customer [****] with the execution of this SA-23, [****] in Attachment A(R5) to Letter Agreement No. AAL-PA-03735-LA-1106651R5 entitled “[****]” ([****] Letter Agreement) with [****], pursuant to the terms and conditions of the [****] Letter Agreement;

WHEREAS, Boeing and Customer agree to [****] Letter Agreement No. AAL-PA-03735-LA-1605402 (including Attachments A and B) entitled [****] ([****] Letter Agreement) so that i) certain [****], ii) the [****], and iii) the [****].

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

1.Table of Contents.
The “Table Of Contents” to the Purchase Agreement referencing SA-22 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-23 in the footer to reflect changes made to the Purchase Agreement by this SA-23. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
PA 03735    SA-23, Page 1
BOEING PROPRIETARY

2.Tables.
Table 1-4R1. Table 1-4R1 entitled “737-8 [****] Aircraft Delivery, Description, Price and Advance Payments” is hereby deleted in its entirety and replaced with Table 1-4R2 entitled “737-8 [****] Aircraft Delivery, Description, Price and Advance Payments” (attached hereto) referencing SA-23 in the footer is hereby incorporated into the Purchase Agreement in replacement of Table 1-4R1. For avoidance of doubt, the only difference between Table 1-4R1 and Table 1-4R2 is the [****] in the Purchase Agreement, resulting in Table 1-4R2.
3. Letter Agreements.
3.1    Letter Agreement No. AAL-PA-03735-LA-1106651R5 (including Attachment A(R5) entitled [****] is hereby deleted in its entirety and replaced with Letter Agreement No. AAL-PA-03735-LA-1106651R6 (including Attachment A(R6) (attached hereto) entitled [****] ( [****]) referencing SA-23 in the footer. The [****] is hereby incorporated into the Purchase Agreement.

3.2    The parties agree that [****] Letter Agreement No. AAL-PA-03735-LA-1106652 entitled [****] will be [****], or such [****], to [****].

3.3    Letter Agreement No. AAL-PA-03735-LA-1605402 (including Attachments A and B) entitled [****] is hereby deleted in its entirety and replaced with Letter Agreement No. AAL-PA-03735-LA-1605402R1 (including Attachments A and B) entitled [****] ([****]) referencing SA-23 in the footer. The [****] is hereby incorporated into the Purchase Agreement.

4.[****].
4.1    [****] for the [****], [****] ([****]) ([****] specified in Table 1-4R2 to the Purchase Agreement for the [****]) are [****] per [****] of the [****] and as specified in the [****] upon execution of this SA-23.

5.Miscellaneous.
5.1     The Purchase Agreement is amended and supplemented as set forth above by the revised Table Of Contents, Table 1-4R2, the Revised Option Aircraft Letter Agreement, and the [****]. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.
5.2    The following references in the Purchase Agreement and any supplemental agreements and associated letter agreements are deemed to refer to “Table 1R12, Table 1-2, Table 1-3R6, and Table 1-4R2”:
•“Table 1” or “Table 1R2” or “Table 1R3”, or “Table1R4 and Table 1-2”,
•“Table 1R5 and Table 1-2”,
•“Table 1R6, Table 1-2, and Table 1-3”,
•“Table 1R7, Table 1-2, and Table 1-3R1”,
•“Table 1R8, Table 1-2, and Table 1-3R2”,
•“Table 1R9, Table 1-2, and Table 1-3R3”,
•“Table 1R10, Table 1-2, and Table 1-3R4”,
•“Table 1R11, Table 1-2, and Table 1-3R5”,
•“Table 1R12, Table 1-2 and Table 1-3R6”,
PA 03735    SA-23, Page 2
    
BOEING PROPRIETARY

•“Table 1R12, Table 1-2, Table 1-3R6, and Table 1-4”,
•“Table 1R12, Table 1-2, Table 1-3R6, and Table 1-4R1”.

References in the Purchase Agreement and any supplemental agreements and associated letter agreements to “Table 1R4” or “Table 1R5” (where no corresponding reference to Table 1-2 is made) are deemed to refer to “Table 1R12 and Table 1-3R6”, (including without limitation, and for the avoidance of doubt, the references to Table 1R4 in Section 3 of Supplemental Agreement No. 9 dated April 6, 2018). However, references in the Purchase Agreement to Table 1R5 in Letter Agreement AAL-PA-LA-1106650R4 entitled “[****]” is deemed to only refer to Table 1R12 and the references to Table 1R5 in the Slide Letter Agreement remain references to Table 1R5.

References in the Purchase Agreement and any supplemental agreements and associated letter agreements to “Table 1R6”, “Table 1R7”, “Table 1R8”, “Table 1R9”, “Table 1R10” or “Table 1R11” (where no corresponding reference to either Table 1-2 or Table 1-3 is made) are deemed to refer to only “Table 1R12”.
Additionally, for the avoidance of doubt, references in the Purchase Agreement and any supplemental agreements and associated letter agreements to “Table 1-2” (where no corresponding reference to Table 1R4 or Table 1R5 is made) remain references to “Table 1-2”.
5.3    References in the Purchase Agreement and any supplemental agreements and associated letter agreements to the tables, exhibits, supplemental exhibits and letter agreements listed in the left column of the below table shall be deemed to refer to the corresponding revised versions of the tables, exhibits, supplemental exhibits and letter agreements listed in the right column of the below table.

ReferenceReplacement Reference
Letter Agreement No. AAL-PA-03735-LA-1106651R5Letter Agreement No. AAL-PA-03735-LA-1106651R6
Letter Agreement No. AAL-PA-03735-LA-1605402Letter Agreement No. AAL-PA-03735-LA-1605402R1


PA 03735    SA-23, Page 3
    
BOEING PROPRIETARY

Intentionally Left Blank

PA 03735    SA-23, Page 4
    
BOEING PROPRIETARY



AGREED AND ACCEPTED this
May 5, 2022
Date
THE BOEING COMPANYAMERICAN AIRLINES, INC.
/s/ The Boeing Company/s/ American Airlines, Inc.
SignatureSignature
The Boeing CompanyAmerican Airlines, Inc.
Printed namePrinted name
Attorney-in-FactVP, Treasurer
TitleTitle


















PA 03735
SA-23    
BOEING PROPRIETARY




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

1-4R2
Aircraft Information Table
Revised Delivery Aircraft Information Table
[****] Aircraft Delivery, Description, Price, and Advance Payments
737-8 [****] Aircraft Delivery, Description, Price, and Advance Payments
19
9
19

23
EXHIBITS
AR1
A2
Aircraft Configuration
Revised Delivery Aircraft Configuration
6
9
B.
Aircraft Delivery Requirements and Responsibilities
C.
Definitions
SUPPLEMENTAL EXHIBITS
AE1.
[****]
BFE1.
BFE Variables
CS1R1.
Customer Support Variables4
EE1.
[****]
SLP1.
[****]
LETTER AGREEMENTS
LA-1106648R1Special Matters6
LA-1106649[****]
LA-1106650R6[****]22
LA-1106651R6[****]23
LA-1106652R1Aircraft Model Substitution22
LA-1106654AGTA Terms Revisions for MAX
LA-1106655
Open Matters – 737 MAX Withdrawn
6
LA-1106656R1Most Favored Customer – 737 MAX1
LA-1106657R1[****]2
LA-1106663 R1[****]2
LA-1106664 R1[****]2
LA-1106658[****]
PA-03735    TABLE OF CONTENTS, Page 1 of 2    SA-23
BOEING PROPRIETARY
TABLE OF CONTENTS, continued
LA-1106659R3[****]21
LA-1106660Spare Parts Initial Provisioning
LETTER AGREEMENTS, continued
SA
NUMBER
LA-1106661R2[****]2
LA-1106667[****]
LA-1106668R1[****]8
LA-1106669[****]
LA-1106670Confidentiality
LA-1106671R1Miscellaneous Commitments1
LA-1106672Extended Warranty Option
LA-1106673R1*[****]4
LA-1106677Optional Features Comfort Letter
LA-1600073[****]4
LA-1600852     [****]                                 5
LA-1603773 [****]                         5
LA-1605402R1 [****]                                 23
LA-1700919     [****]                                     7
LA-1801206     [****]                             9
LA-2002704 [****]                                 11
LA-2002743 [****]                                 11
LA-2003342     [****]                                     11
LA-2003486     [****]                                     14

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



PA-03735    TABLE OF CONTENTS, Page 2 of 2    SA-23
BOEING PROPRIETARY
image_01.jpg
Table 1-4R2 To
Purchase Agreement No. PA-03735
737-8 [****] Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTOW:737-8[****] poundsDetail Specification:[****]
Engine Model/Thrust:CFMLEAP-1B25[****] poundsAirframe Price Base Year/Escalation Formula:[****][****]
Airframe Price:$[****]Engine Price Base Year/Escalation Formula:
Optional Features:$[****]
Sub-Total of Airframe and Features:$[****]Airframe Escalation Data:
Engine Price (Per Aircraft):$[****]Base Year Index (ECI):[****]
Aircraft Basic Price (Excluding BFE/SPE):$[****]Base Year Index (CPI):[****]
Buyer Furnished Equipment (BFE) Estimate:$[****]
Seller Purchased Equipment (SPE) Estimate:$[****]
LIFT Seats Provided by Boeing (Estimate):$[****]0
Deposit per Aircraft:$[****]
  Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt Signing[****][****]Total
DateAircraft(Airframe) MonthPrice Per A/P[****][****][****][****]
[****]-20234[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20234[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20232[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20232[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20231[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20232[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20242[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20241[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20241[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20241[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20242[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20242[****]  $[****]$[****]$[****]$[****]$[****]
Total:24
AAL-PA-03735 118070-1F.txt     SA-23
    Page 1
BOEING PROPRIETARY



                                    
image_21.jpgimage_31.jpg        
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

AAL-PA-03735-LA-1106651R6    
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616    
Subject:    [****]
Reference:    Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.Right to Purchase [****].
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in Table 1R12, Table 1-2, Table 1-3R6, and Table 1-4(R2) to the Purchase Agreement as of the date of execution of this Letter Agreement, [****] ([****]).
2.[****].
2.1[****]. The [****] with [****] in calendar year [****] are listed in Attachment A(R6) to this Letter Agreement.
2.2[****]. The [****] with [****] ([****]) in [****] for each [****] are listed in Attachment A(R6) to this Letter Agreement. No later than [****] to the [****] in each of calendar years [****], Boeing will provide written notice setting forth [****] with a [****] in such calendar year. Such notice will constitute an amendment to Attachment A(R6) to this Letter Agreement.
3.Configuration.
3.1Subject to the provisions of Section 3.2 below, the configuration for the [****] will be the Detail Specification for the Aircraft at the revision level in effect at the time of [****] (as defined in Section 8 below). Such Detail Specification will be revised to include:
(i)[****],
(ii)[****], and
(iii)     [****].
3.2Boeing reserves the right to [****] the [****] starting from a [****]; so long as Boeing can achieve the same [****] which would result pursuant to the provisions of Section 3.1 above.
AAL-PA-03735-LA-1106651R6    SA-23
[****]    Page 1of 5
BOEING PROPRIETARY
image_11.jpg                    

4.Price.
4.1The [****] Aircraft Basic Price for each of the [****] are identified in Attachment A(R3) to this Letter Agreement.
4.2The [****] Aircraft Basic Price for each of the [****] shall be [****].
4.3The Advance Payment Base Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of [****].
5.Payment.
5.1[****]
5.2[****]
5.3[****]
6.Reserved.
7.[****].
7.1Customer may [****] to Boeing [****] ([****]).
7.2Reserved.
8.[****].
8.1[****].
8.2Reserved.
8.2.1Reserved.
8.2.2    Reserved.
8.3     Reserved.
    8.3.1    Reserved.
9.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part, without the prior written consent of Boeing.
10.Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670 entitled “Confidentiality”.

AAL-PA-03735-LA-1106651R6    SA-23
[****]    Page 2 of 4
BOEING PROPRIETARY
image_11.jpg                    











(Intentionally Left Blank)



AAL-PA-03735-LA-1106651R6    SA-23
[****]    Page 3 of 4
BOEING PROPRIETARY
image_11.jpg                    


Very truly yours,

THE BOEING COMPANY
By:/s/ The Boeing Company
Its:Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:May 5, 2022
AMERICAN AIRLINES, INC.
By:/s/ American Airlines, Inc.
Its:VP, Finance



AAL-PA-03735-LA-1106651R6    SA-23
[****]    Page 4 of 4
BOEING PROPRIETARY

Attachment A(R6) To
Letter Agreement No. AAL-PA-03735-LA-1106651R6
737-8 [****] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:737-8[****] poundsDetail Specification:[****]
Engine Model/Thrust:CFMLEAP-1B25[****] poundsAirframe Price Base Year/Escalation Formula:[****][****]
Airframe Price:$[****]Engine Price Base Year/Escalation Formula:
Optional Features:$[****]
Sub-Total of Airframe and Features:$[****]Airframe Escalation Data:
Engine Price (Per Aircraft):$[****]Base Year Index (ECI):[****]
Aircraft Basic Price (Excluding BFE/SPE):$[****]Base Year Index (CPI):[****]
Buyer Furnished Equipment (BFE) Estimate:$[****]
Seller Purchased Equipment (SPE) Estimate:$[****]
LIFT Seats Provided by Boeing (Estimate):$[****]0
Deposit per Aircraft:$[****]

  Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt Signing[****][****]Total
DateAircraft(Airframe) MonthPrice Per A/P[****][****][****][****]
[****]-20241[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20242[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20242[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20241[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2024 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
AAL-PA-03735-LA-1605402R1    
[****]    LA 23 Page 1
BOEING PROPRIETARY

image_5.jpg
  Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt Signing[****][****]Total
DateAircraft(Airframe) MonthPrice Per A/P[****][****][****][****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]

AAL-PA-03735 118070-1F.txt    BOEING PROPRIETARY    SA-23
        Page 2
image_5.jpg
  Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt SigningDeliveryNumber ofFactor
DateAircraft(Airframe) MonthPrice Per A/P[****]DateAircraft(Airframe)
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2026 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2026 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]

AAL-PA-03735 118070-1F.txt    BOEING PROPRIETARY    SA-23
        Page 3
image_5.jpg

 
 Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt SigningDeliveryNumber ofFactor
DateAircraft(Airframe) MonthPrice Per A/P[****]DateAircraft(Airframe)
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****] No$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20271[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20271[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20271[****] Yes$[****]$[****]$[****]$[****]$[****]

AAL-PA-03735 118070-1F.txt    BOEING PROPRIETARY    SA-23
        Page 4
image_5.jpg
  Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt SigningDeliveryNumber ofFactor
DateAircraft(Airframe) MonthPrice Per A/P[****]DateAircraft(Airframe)
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20281[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2028 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2028[****] No$[****]$[****]$[****]$[****]$[****]
[****]-20281[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2028 [****] No$[****]$[****]$[****]$[****]$[****]
Total:38

AAL-PA-03735 118070-1F.txt    BOEING PROPRIETARY    SA-23
        Page 5
image_5.jpg
AAL-PA-03735-LA-1605402R1
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616

Subject:    [****]

Reference:    Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-8 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) is entered into on the date below and amends and supplements the Purchase Agreement referenced above. All capitalized terms used in but not otherwise defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Customer has [****] that Boeing [****] in the Aircraft certain [****] described in this Letter Agreement including the options described and listed in Attachment A to this Letter Agreement (collectively referred to as [****] or [****]) in accordance with the terms and conditions of this Letter Agreement. [****] that is identified in the Detail Specification for the Aircraft is [****] that Boeing is [****] in accordance with Section 2 below, but is otherwise [****] for purposes of the Purchase Agreement.

The [****] during the [****] and manufacture of the Aircraft to achieve [****] at the time of delivery of the Aircraft. To achieve this, Boeing and Customer will [****] in a manner consistent with (i) the terms and conditions [****]; and (ii) [****].
1.Customer Responsibilities.
1.1[****]. Customer has selected [****].
1.2[****]. Customer will provide [****].
1.3[****]. Customer will [****]. Such [****]:
1.3.1specify [****];
1.3.2specify that [****];
1.3.3specify the [****]; and
1.3.4require [****].
2.Boeing Responsibilities.
2.1Boeing shall:
2.1.1perform the [****] described in Attachment B to this Letter Agreement;
2.1.2assist [****];
2.1.3approve the [****];
2.1.4provide to [****]. The [****] are subject to the terms and conditions of this Letter Agreement;
AAL-PA-03735-LA-1605402R1    
[****]    LA 23 Page 1
BOEING PROPRIETARY
image_5.jpg
2.1.5send [****];
2.1.6manage [****];
2.1.7coordinate [****];
2.1.8provide [****];
2.1.9ensure that the [****];
2.1.10[****] in the Aircraft, in accordance with the terms and conditions of the Purchase Agreement (including, without limitation, the [****]) the [****] identified in Section 3.1 of this Letter Agreement;
2.1.11ensure that at the time of Aircraft delivery, the [****] referenced in Attachment A to this Letter Agreement;
2.1.12if necessary, and upon request of Customer, use commercially [****] to assist Customer in causing [****] under the [****] with the objective of delivery of the Aircraft on the delivery date (that is scheduled in accordance with Section 6.1 of the AGTA) with the [****] in the Aircraft and certified by the FAA; and
2.1.13prior to delivery of the applicable Aircraft, obtain [****] of the Aircraft with [****] installed, including the [****] identified in Section 3.1 of this Letter Agreement.
3.[****]. [****] may contain [****] of the following two (2) types:
3.1[****]. The [****] required to [****] on the Aircraft is the [****] and is part of the [****].
3.2Customer’s [****]. The [****] to the Aircraft [****] and is not part of the [****].
3.2.1As between Customer and Boeing, Customer is solely responsible for specifying the [****] and ensuring that Customer’s [****] meets such [****]. Customer and the [****] of Customer’s [****] will have total responsibility for the [****] of any of Customer’s [****].
3.2.2The [****] of any Customer’s [****] or the lack of any [****] will not be a valid condition for Customer’s [****].
3.2.3Boeing has no [****] to support Customer’s [****]. Boeing will only [****] if in Boeing’s reasonable opinion such [****] is necessary to [****] on the Aircraft.
3.2.4Boeing shall not be responsible for obtaining FAA certification for Customer’s [****].
4.Changes.
4.1Customer and [****] may change the [****] of Boeing. Customer may [****] at any time, and Boeing shall [****] in a timely manner. Any [****] that Boeing gives to a [****] shall be subject to [****] through Boeing’s [****] of the Purchase Agreement.
4.2Boeing and Customer recognize that the [****] nature of the [****] in order to ensure (i) [****] with the Aircraft and all [****], and (ii) [****] of the Aircraft with the [****]. In such event, Boeing will notify Customer and [****]. If, within [****] as may be mutually agreed in writing) after such notification, (i)
AAL-PA-03735-LA-1605402R1    
[****]    LA 23 Page 2
BOEING PROPRIETARY
image_5.jpg
Customer and Boeing [****] or an alternate course of action and (ii) so long as Boeing has [****] with Customer to [****], then any [****] in delivery of the Aircraft will be [****] and Article 7 of the AGTA will apply. The [****] of any mutually agreed [****] may result in Boeing adjusting the [****] contained in Attachment A to this Letter Agreement.
4.3Boeing's [****] of the Aircraft as it relates to [****] as described in the options listed in Attachment A to this Letter Agreement, as such Attachment A may be amended from time to time.
5.[****].
5.1Boeing and Customer agree to follow the sequential steps identified in this Section 5 to [****]:
5.1.1Boeing shall [****].
5.1.2Within [****] or other course of action.
5.2    If Boeing and Customer are [****] to agree on an alternate [****] or course of action within such time, the [****] to Boeing in Section 8 of this Letter Agreement shall apply.
6.Proprietary Rights.
Boeing's [****] for the [****] will not impose upon Boeing any [****] Customer may have in the [****].
7.Exhibits B and C to the AGTA.
[****] is deemed to be BFE for the purposes of Exhibit B to the AGTA, entitled “Customer Support Document”, and Exhibit C to the AGTA, entitled “Product Assurance Document”.


AAL-PA-03735-LA-1605402R1    
[****]    LA 23 Page 3
BOEING PROPRIETARY
image_5.jpg

8.Boeing [****].
8.1If Customer [****] as provided in this Letter Agreement or if [****] (for any reason [****] under the purchase order terms) to [****], in accordance with the [****], then, in addition to [****], Boeing will:
8.1.1[****] and
8.1.1.1if the [****] to Section 5.1 of the Exhibit A to the AGTA entitled “Buyer Furnished Equipment Provisions Document” (AGTA Exhibit A BFE Provisions Document), then the provisions of Article 7, "Excusable Delay", [****];
8.1.1.2if the [****] pursuant to Section 5.2 of the AGTA Exhibit A BFE Provisions Document, then Boeing will [****];
8.1.2    [****]; and/or
8.1.3    [****] by the amount of Boeing's [****], including but not limited to, (i) [****] by Boeing, (ii) any [****] as established by Boeing and agreed to by the [****] and (iii) [****] and [****].
8.2Boeing will use [****] described in Section 8.1.3. Notwithstanding the last clause of 8.1.3, Boeing has no [****].
8.3    If Boeing [****] set forth herein, then any [****] of the Aircraft, to the [****], will be the [****] of Boeing.
9.[****].
[****] will at all times [****] with Customer [****] and Boeing will have [****] have, but will not be [****].
10.    Confidential Treatment.
Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670 entitled “Confidentiality”.








Intentionally Left Blank

AAL-PA-03735-LA-1605402R1    
[****]    LA 23 Page 4
BOEING PROPRIETARY
image_5.jpg

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.

Very truly yours,

THE BOEING COMPANY
By/s/ The Boeing Company
ItsAttorney-In-Fact
ACCEPTED AND AGREED TO this
Date:May 5, 2022
AMERICAN AIRLINES, INC.
By/s/ American Airlines, Inc.
ItsVP, Treasurer





AAL-PA-03735-LA-1605402R1    
[****]    LA 23 Page 5
BOEING PROPRIETARY

Attachment A
[****]

The following [****]) describe(s) the items of equipment that under the terms and conditions of this Letter Agreement are considered to be [****]. Each such [****] is fully described in the [****] as described in Exhibit A to the Purchase Agreement or as a proposed [****]. Final configuration will be based on Customer acceptance of any or all [****] listed below.

[****] Number and Title

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

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



AAL-PA-03735-LA-1605402R1    
[****]    LA 23 Page 6
BOEING PROPRIETARY

Attachment B
[****]
This Attachment B describes the functions that Boeing will perform as [****] to support (i) the [****] and (ii) the [****] on the Aircraft.
1.[****].
Boeing will perform the following functions [****]. Boeing will have [****] which, in Boeing's reasonable opinion, [****]. Boeing will be [****] for:
(i)[****];
(ii)[****];
(iii)[****];
(iv)[****];
(v)[****];
(vi)[****];
(vii)[****]; and
(viii)[****].
2.[****].
Boeing's [****] will include the functions of [****]. As [****], Boeing will perform the following functions:
(ix)as required, [****];
(x)[****] Boeing, Customer and [****]; and
(xi)[****].




AAL-PA-03735-LA-1605402R1    
[****]    LA 23 Page 7
BOEING PROPRIETARY
Exhibit 10.2
Certain information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

SUPPLEMENTAL AGREEMENT NO. 24

to

PURCHASE AGREEMENT NO. 03735

between
    
THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 737 MAX Aircraft

This SUPPLEMENTAL AGREEMENT No. 24 (SA-24) To PURCHASE AGREEMENT NO. 03735, entered into as of June _6__, 2022 (Effective Date), by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington (Boeing) and AMERICAN AIRLINES, INC. a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 03735 dated February 1, 2013 relating to Boeing Model 737 MAX Aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;

    WHEREAS, in [****] to the [****] Aircraft that Customer had previously [****] as set forth in Table 1R12, 1-2, 1-3R6, and 1-4R2 to the Purchase Agreement, Customer [****] with the execution of this SA-24, [****] in Attachment A(R6) to Letter Agreement No. AAL-PA-03735-LA-1106651R6 entitled “[****]” ([****] Letter Agreement) with [****], pursuant to the terms and conditions of the [****] Letter Agreement;

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

1.Table of Contents.
The “Table Of Contents” to the Purchase Agreement referencing SA-23 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-24 in the footer to reflect changes made to the Purchase Agreement by this SA-24. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
PA 03735    SA-24, Page 1
BOEING PROPRIETARY

2.Tables.
Table 1-4R2. Table 1-4R2 entitled “737-8 [****] Aircraft Delivery, Description, Price and Advance Payments” is hereby deleted in its entirety and replaced with Table 1-4R3 entitled “737-8 [****] Aircraft Delivery, Description, Price and Advance Payments” (attached hereto) referencing SA-24 in the footer is hereby incorporated into the Purchase Agreement in replacement of Table 1-4R2. For avoidance of doubt, the only difference between Table 1-4R2 and Table 1-4R3 is the [****] in the Purchase Agreement, resulting in Table 1-4R3.
3.Letter Agreements.
3.1    Letter Agreement No. AAL-PA-03735-LA-1106651R6 (including Attachment A(R6) entitled [****] is hereby deleted in its entirety and replaced with Letter Agreement No. AAL-PA-03735-LA-1106651R7 (including Attachment A(R6) (attached hereto) entitled [****] ([****]) referencing SA-24 in the footer. The [****] is hereby incorporated into the Purchase Agreement.

3.2    In addition to the [****], the parties agree that [****] Letter Agreement No. AAL-PA-03735-LA-1106652 entitled [****] will be [****], or such [****], to [****].

4.[****].
4.1    [****] for the [****], [****] ([****]) ([****] specified in Table 1-4R3 to the Purchase Agreement for the [****]) are [****] per [****] of the [****] and as specified in the [****] upon execution of this SA-24.

5.Miscellaneous.
5.1     The Purchase Agreement is amended and supplemented as set forth above by the revised Table Of Contents, Table 1-4R3, the Revised Option Aircraft Letter Agreement, and the Revised CSE Letter Agreement. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.
5.2    The following references in the Purchase Agreement and any supplemental agreements and associated letter agreements are deemed to refer to “Table 1R12, Table 1-2, Table 1-3R6, and Table 1-4R3”:
•“Table 1” or “Table 1R2” or “Table 1R3”, or “Table1R4 and Table 1-2”,
•“Table 1R5 and Table 1-2”,
•“Table 1R6, Table 1-2, and Table 1-3”,
•“Table 1R7, Table 1-2, and Table 1-3R1”,
•“Table 1R8, Table 1-2, and Table 1-3R2”,
•“Table 1R9, Table 1-2, and Table 1-3R3”,
•“Table 1R10, Table 1-2, and Table 1-3R4”,
•“Table 1R11, Table 1-2, and Table 1-3R5”,
•“Table 1R12, Table 1-2 and Table 1-3R6”,
•“Table 1R12, Table 1-2, Table 1-3R6, and Table 1-4”,
•“Table 1R12, Table 1-2, Table 1-3R6, and Table 1-4R1”,
•“Table 1R12, Table 1-2, Table 1-3R6, and Table 1-4R2”.

PA 03735    SA-24, Page 2
    
BOEING PROPRIETARY

References in the Purchase Agreement and any supplemental agreements and associated letter agreements to “Table 1R4” or “Table 1R5” (where no corresponding reference to Table 1-2 is made) are deemed to refer to “Table 1R12 and Table 1-3R6”, (including without limitation, and for the avoidance of doubt, the references to Table 1R4 in Section 3 of Supplemental Agreement No. 9 dated April 6, 2018). However, references in the Purchase Agreement to Table 1R5 in Letter Agreement AAL-PA-LA-1106650R4 entitled “[****]” is deemed to only refer to Table 1R12 and the references to Table 1R5 in the Slide Letter Agreement remain references to Table 1R5.

References in the Purchase Agreement and any supplemental agreements and associated letter agreements to “Table 1R6”, “Table 1R7”, “Table 1R8”, “Table 1R9”, “Table 1R10” or “Table 1R11” (where no corresponding reference to either Table 1-2 or Table 1-3 is made) are deemed to refer to only “Table 1R12”.
Additionally, for the avoidance of doubt, references in the Purchase Agreement and any supplemental agreements and associated letter agreements to “Table 1-2” (where no corresponding reference to Table 1R4 or Table 1R5 is made) remain references to “Table 1-2”.
5.3    References in the Purchase Agreement and any supplemental agreements and associated letter agreements to the tables, exhibits, supplemental exhibits and letter agreements listed in the left column of the below table shall be deemed to refer to the corresponding revised versions of the tables, exhibits, supplemental exhibits and letter agreements listed in the right column of the below table.

ReferenceReplacement Reference
Letter Agreement No. AAL-PA-03735-LA-1106651R6Letter Agreement No. AAL-PA-03735-LA-1106651R7

Intentionally Left Blank

PA 03735    SA-24, Page 3
    
BOEING PROPRIETARY



AGREED AND ACCEPTED this
June 2, 2022
Date
THE BOEING COMPANYAMERICAN AIRLINES, INC.
/s/ The Boeing Company/s/ American Airlines, Inc.
SignatureSignature
The Boeing CompanyAmerican Airlines, Inc.
Printed namePrinted name
Attorney-in-FactVP, Treasurer
TitleTitle


















PA 03735    
    
BOEING PROPRIETARY


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

1-4R3
Aircraft Information Table
Revised Delivery Aircraft Information Table
[****] Aircraft Delivery, Description, Price, and Advance Payments
737-8 [****] Aircraft Delivery, Description, Price, and Advance Payments
19
9
19

24
EXHIBITS
AR1
A2
Aircraft Configuration
Revised Delivery Aircraft Configuration
6
9
B.
Aircraft Delivery Requirements and Responsibilities
C.
Definitions
SUPPLEMENTAL EXHIBITS
AE1.
[****]
BFE1.
BFE Variables
CS1R1.
Customer Support Variables4
EE1.
[****]
SLP1.
[****]
LETTER AGREEMENTS
LA-1106648R1Special Matters6
LA-1106649[****]
LA-1106650R6[****]22
LA-1106651R7[****]24
LA-1106652R1Aircraft Model Substitution22
LA-1106654AGTA Terms Revisions for MAX
LA-1106655
Open Matters – 737 MAX Withdrawn
6
LA-1106656R1Most Favored Customer – 737 MAX1
LA-1106657R1[****]2
LA-1106663 R1[****]2
LA-1106664 R1[****]2
LA-1106658[****]
PA-03735    TABLE OF CONTENTS, Page 1 of 2    SA-24
BOEING PROPRIETARY
TABLE OF CONTENTS, continued
LA-1106659R3[****]21
LA-1106660Spare Parts Initial Provisioning
LETTER AGREEMENTS, continued
SA
NUMBER
LA-1106661R2[****]2
LA-1106667[****]
LA-1106668R1[****]8
LA-1106669[****]
LA-1106670Confidentiality
LA-1106671R1Miscellaneous Commitments1
LA-1106672Extended Warranty Option
LA-1106673R1*[****]4
LA-1106677Optional Features Comfort Letter
LA-1600073[****]4
LA-1600852     [****]                                 5
LA-1603773 [****]                         5
LA-1605402R1 [****]                                 23
LA-1700919     [****]                                     7
LA-1801206     [****]                             9
LA-2002704 [****]                                 11
LA-2002743 [****]                                 11
LA-2003342     [****]                                     11
LA-2003486     [****]                                     14

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



PA-03735    TABLE OF CONTENTS, Page 2 of 2    SA-24
BOEING PROPRIETARY
image_0.jpg
Table 1-4R3 To
Purchase Agreement No. PA-03735
737-8 [****] Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTOW:737-8[****] poundsDetail Specification:[****]
Engine Model/Thrust:CFMLEAP-1B25[****] poundsAirframe Price Base Year/Escalation Formula:[****][****]
Airframe Price:$[****]Engine Price Base Year/Escalation Formula:
Optional Features:$[****]
Sub-Total of Airframe and Features:$[****]Airframe Escalation Data:
Engine Price (Per Aircraft):$[****]Base Year Index (ECI):[****]
Aircraft Basic Price (Excluding BFE/SPE):$[****]Base Year Index (CPI):[****]
Buyer Furnished Equipment (BFE) Estimate:$[****]
Seller Purchased Equipment (SPE) Estimate:$[****]
LIFT Seats Provided by Boeing (Estimate):$[****]0
Deposit per Aircraft:$[****]
  Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt Signing[****][****]Total
DateAircraft(Airframe) MonthPrice Per A/P[****][****][****][****]
[****]-20234[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20234[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20232[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20232[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20231[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20232[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20242[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20241[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20241[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20241[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20241[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20242[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20242[****]  $[****]$[****]$[****]$[****]$[****]
Total:25
AAL-PA-03735 118070-1F.txt     SA-24
    Page 1
BOEING PROPRIETARY



                                    
image_2.jpgimage_3.jpg        
The Boeing Company
P.O. Box 3707
Seattle, WA 98124-2207

AAL-PA-03735-LA-1106651R7    
American Airlines, Inc.
P.O. Box 619616
Dallas-Fort Worth Airport, Texas 75261-9616    
Subject:    [****]
Reference:    Purchase Agreement No. 03735 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737 MAX aircraft (Aircraft)
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1.Right to Purchase [****].
Subject to the terms and conditions contained in this Letter Agreement, in addition to the Aircraft described in Table 1R12, Table 1-2, Table 1-3R6, and Table 1-4R3 to the Purchase Agreement as of the date of execution of this Letter Agreement, [****] ([****]).
2.[****].
2.1[****]. The [****] with [****] in calendar year [****] are listed in Attachment A(R7) to this Letter Agreement.
2.2[****]. The [****] with [****] ([****]) in [****] for each [****] are listed in Attachment A(R7) to this Letter Agreement. No later than [****] to the [****] in each of calendar years [****], Boeing will provide written notice setting forth [****] with a [****] in such calendar year. Such notice will constitute an amendment to Attachment A(R7) to this Letter Agreement.
3.Configuration.
3.1Subject to the provisions of Section 3.2 below, the configuration for the [****] will be the Detail Specification for the Aircraft at the revision level in effect at the time of [****] (as defined in Section 8 below). Such Detail Specification will be revised to include:
(i)[****],
(ii)[****], and
(iii)     [****].
3.2Boeing reserves the right to [****] the [****] starting from a [****]; so long as Boeing can achieve the same [****] which would result pursuant to the provisions of Section 3.1 above.
AAL-PA-03735-LA-1106651R7    SA-24
[****]    Page 1of 5
BOEING PROPRIETARY
image_1.jpg                    

4.Price.
4.1The [****] Aircraft Basic Price for each of the [****] are identified in Attachment A(R3) to this Letter Agreement.
4.2The [****] Aircraft Basic Price for each of the [****] shall be [****].
4.3The Advance Payment Base Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time of [****].
5.Payment.
5.1[****]
5.2[****]
5.3[****]
6.Reserved.
7.[****].
7.1Customer may [****] to Boeing [****] ([****]).
7.2Reserved.
8.[****].
8.1[****].
8.2Reserved.
8.2.1Reserved.
8.2.2    Reserved.
8.3     Reserved.
    8.3.1    Reserved.
9.Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part, without the prior written consent of Boeing.
10.Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. This Letter Agreement shall be subject to the terms and conditions of Letter Agreement No. AAL-PA-03735-LA-1106670 entitled “Confidentiality”.

AAL-PA-03735-LA-1106651R7    SA-24
[****]    Page 2 of 4
BOEING PROPRIETARY
image_1.jpg                    











(Intentionally Left Blank)



AAL-PA-03735-LA-1106651R7    SA-24
[****]    Page 3 of 4
BOEING PROPRIETARY
image_1.jpg                    


Very truly yours,

THE BOEING COMPANY
By:/s/ The Boeing Company
Its:Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:June 2, 2022
AMERICAN AIRLINES, INC.
By:/s/ American Airlines, Inc.
Its:VP, Finance



AAL-PA-03735-LA-1106651R7    SA-24
[****]    Page 4 of 4
BOEING PROPRIETARY

Attachment A(R7) To
Letter Agreement No. AAL-PA-03735-LA-1106651R6
737-8 [****] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW:737-8[****] poundsDetail Specification:[****]
Engine Model/Thrust:CFMLEAP-1B25[****] poundsAirframe Price Base Year/Escalation Formula:[****][****]
Airframe Price:$[****]Engine Price Base Year/Escalation Formula:
Optional Features:$[****]
Sub-Total of Airframe and Features:$[****]Airframe Escalation Data:
Engine Price (Per Aircraft):$[****]Base Year Index (ECI):[****]
Aircraft Basic Price (Excluding BFE/SPE):$[****]Base Year Index (CPI):[****]
Buyer Furnished Equipment (BFE) Estimate:$[****]
Seller Purchased Equipment (SPE) Estimate:$[****]
LIFT Seats Provided by Boeing (Estimate):$[****]0
Deposit per Aircraft:$[****]

  Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt Signing[****][****]Total
DateAircraft(Airframe) MonthPrice Per A/P[****][****][****][****]
[****]-20242[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20242[****]  $[****]$[****]$[****]$[****]$[****]
[****]-20241[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2024 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
  Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt Signing[****][****]Total
DateAircraft(Airframe) MonthPrice Per A/P[****][****][****][****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
AAL-PA-03735 118070-1F .txt    Boeing Proprietary    SA-24
        Page 1

[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20251[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2025 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]

AAL-PA-03735 118070-1F .txt    Boeing Proprietary    SA-24
        Page 2

  Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt SigningDeliveryNumber ofFactor
DateAircraft(Airframe) MonthPrice Per A/P[****]DateAircraft(Airframe)
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-20261[****] No$[****]$[****]$[****]$[****]$[****]
[****]-2026 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2026 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20261[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2026 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2026 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]

AAL-PA-03735 118070-1F .txt    Boeing Proprietary    SA-24
        Page 3


 
 Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt SigningDeliveryNumber ofFactor
DateAircraft(Airframe) MonthPrice Per A/P[****]DateAircraft(Airframe)
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****]  $[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****]  $[****]$[****]$[****]$[****]$[****]
[****]-20271[****] No$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20271[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20271[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20271[****] Yes$[****]$[****]$[****]$[****]$[****]

AAL-PA-03735 118070-1F .txt    Boeing Proprietary    SA-24
        Page 4

  Escalation  Escalation EstimateAdvance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
DeliveryNumber ofFactor Nominal DeliveryAdv Payment BaseAt SigningDeliveryNumber ofFactor
DateAircraft(Airframe) MonthPrice Per A/P[****]DateAircraft(Airframe)
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2027 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-20281[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2028 [****] No$[****]$[****]$[****]$[****]$[****]
[****]-2028[****] No$[****]$[****]$[****]$[****]$[****]
[****]-20281[****] Yes$[****]$[****]$[****]$[****]$[****]
[****]-2028 [****] No$[****]$[****]$[****]$[****]$[****]
Total:37

AAL-PA-03735 118070-1F .txt    Boeing Proprietary    SA-24
        Page 5
Exhibit 10.3
Certain information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

AMERICAN AIRLINES GROUP INC.
AMENDMENT
TO
PROMISSORY NOTES AND WARRANTS TO PURCHASE COMMON STOCK

    This Amendment, dated as of June 30, 2022 (this “Amendment”), amends the Promissory Notes and the Warrants issued by AMERICAN AIRLINES GROUP INC., a corporation organized under the laws of Delaware (the “Company”), to the UNITED STATES DEPARTMENT OF THE TREASURY (“Treasury”). Certain defined terms used in this Amendment are found in Annex A attached hereto.

WHEREAS, certain wholly owned subsidiaries of the Company (the “Recipients”) applied to Treasury for financial assistance under Subtitle B of Title IV of Division A of the CARES Act, Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021, and Subtitle C of Title VII of the American Rescue Plan Act of 2021, and Treasury provided such financial assistance on the terms and conditions set forth in the PSP Agreements;
WHEREAS, as appropriate compensation to the Federal Government of the United States of America for the provision of financial assistance under each of the PSP Agreements, the Company issued the Promissory Notes in favor of Treasury and the Company entered into the Warrant Agreements under which the Company issued the Warrants to Treasury;
WHEREAS, the Principal Amount (as such term is defined in the applicable Promissory Note) of each Promissory Note was determined and adjusted based on the payments disbursed to the Recipients under each of the PSP Agreements, and the number of shares of Common Stock underlying each Warrant (the “Warrant Shares”) was determined based on the Principal Amount of the related Promissory Note;
WHEREAS, American Airlines, Envoy Air Inc., Piedmont Airlines, Inc. and PSA Airlines, Inc. guaranteed the Promissory Notes;
WHEREAS, Treasury is the sole holder of the Promissory Notes and the Warrants;
WHEREAS, Piedmont Airlines, Inc. (“Piedmont”) is a wholly owned subsidiary of the Company and a Recipient of funds under each of the PSP Agreements;
WHEREAS, [****] Treasury determined that the awardable amount for Piedmont as initially calculated exceeded the amount to which Piedmont was entitled by $24,891,279.76 in PSP1, $16,838,218.58 in PSP2, and $15,705,006.47 in PSP3;
WHEREAS, [****] Treasury had made five disbursements to the Recipients totaling $5,982,831,389.33 for PSP1; three disbursements to the Recipients totaling $3,549,766,770.18 for PSP2; and one disbursement to the Recipients in the amount of $1,655,433,733.27 for PSP3, [****];
WHEREAS, Treasury intended to make a second and final disbursement to the Recipients under PSP3 in the amount of $1,655,433,733.30, but reduced this disbursement by $57,434,504.81 to account for the reductions made to Piedmont’s PSP1, PSP2, and PSP3 awardable amounts, as a result of which Treasury paid the Recipients $1,597,999,228.49 for the second and final PSP3 disbursement;
WHEREAS, following the reductions in Piedmont’s awardable amounts under PSP1, PSP2, and PSP3 and the application of an updated formula that incorporates such reductions, Treasury determined that the payments disbursed to the Recipients under PSP1 and PSP2 and the first payment disbursed under PSP3 were in amounts greater than they should have been, and the second and final payment disbursed under PSP3 was less than it should have been if all of the previous payments had been correctly calculated;
WHEREAS, Treasury and the Company accordingly wish to amend the Promissory Notes and the Warrants to reflect corrected disbursed amounts, such that the Principal Amounts of the PSP1 April 20


Promissory Note and the PSP2 January 15 Promissory Note are decreased and the Principal Amount of the PSP3 April 23 Promissory Note is increased, and the corresponding number of Warrant Shares issuable under the PSP1 Warrants and the PSP2 Warrants is decreased and the number of Warrant Shares issuable under the PSP3 Warrants is increased.
    NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows:

1.    Amendment of the Promissory Notes. Each Promissory Note is hereby amended to adjust the Principal Amount of such Promissory Note as follows:

(a)PSP1 April 20 Promissory Note. The aggregate Principal Amount of the PSP1 April 20 Promissory Note is reduced from $1,764,849,416.80 to $1,757,382,032.88.
(b)PSP2 January 15 Promissory Note. The aggregate Principal Amount of the PSP2 January 15 Promissory Note is reduced from $1,034,930,031.05 to $1,029,878,565.48.
(c)PSP3 April 23 Promissory Note. The aggregate Principal Amount of the PSP3 April 23 Promissory Note is increased from $946,029,888.53 to $958,548,738.02.
    2.    Amendment of the Warrants. Each Warrant is hereby amended to adjust the current number of Warrant Shares issuable under such Warrant (as reflected on the cover page of, and Schedule A to, such Warrant) to the following number of Warrant Shares:

(a)PSP1 April 20 Warrant. The shares of Common Stock issuable under the PSP1 April 20 Warrant are reduced from 6,732,034 to 6,703,550;
(b)PSP1 May 29 Warrant. The shares of Common Stock issuable under the PSP1 May 29 Warrant are reduced from 2,788,737 to 2,776,937;
(c)PSP1 June 30 Warrant. The shares of Common Stock issuable under the PSP1 June 30 Warrant are reduced from 2,788,737 to 2,776,937;
(d)PSP1 July 30 Warrant. The shares of Common Stock issuable under the PSP1 July 30 Warrant are reduced from 1,394,368 to 1,388,469;
(e)PSP1 September 30 Warrant. The shares of Common Stock issuable under the PSP1 September 30 Warrant are reduced from 403,633 to 401,925;
(f)PSP2 January 15 Warrant. The shares of Common Stock issuable under the PSP2 January 15 Warrant are reduced from 2,765,090 to 2,751,594;
(g)PSP2 March 17 Warrant. The shares of Common Stock issuable under the PSP2 March 17 Warrant are reduced from 2,956,661 to 2,942,229;
(h)PSP2 April 22 Warrant. The shares of Common Stock issuable under the PSP2 April 22 Warrant are reduced from 886,998 to 882,669;
(i)PSP3 April 23 Warrant. The shares of Common Stock issuable under the PSP3 April 23 Warrant are increased from 2,145,426 to 2,173,817; and
(j)PSP3 June 24 Warrant. The shares of Common Stock issuable under the PSP3 June 24 Warrant are increased from 2,204,137 to 2,233,304.

3.    All Other Terms Unchanged. Except as expressly provided in this Amendment, all of the provisions, terms and conditions of each Promissory Note and Warrant remain in full force and effect.

2

4.    Additional Documentation. Concurrent with the execution of this Amendment, the Company shall provide opinions and certificates equivalent to those delivered at initial issuance of the Promissory Notes and the Warrants, mutatis mutandis. Upon the request of the Company, subsequent to the effective date hereof, Treasury shall make commercially reasonable efforts to cooperate with the Company should the Company determine that its record-keeping and related internal documentation would be enhanced by producing amended and restated Promissory Notes and Warrants that reflect the terms of this Amendment on the face thereof.

5.    Governing Law. This Amendment will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. Each of the Company and Treasury agrees to submit to the exclusive jurisdiction and venue of the United States District Court for the District of Columbia for any civil action, suit or proceeding arising out of or relating to this Amendment. To the extent permitted by applicable law, each of the Company and Treasury hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to this Amendment.

    6.    Conflicting Provisions. Should any of the provisions of this Amendment conflict with any of the provisions of the Promissory Notes or the Warrants, the provisions of this Amendment shall apply.

    7.    Counterparts. This Amendment may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same instrument.

    8.    Effectiveness. This Amendment shall be deemed effective as of the date hereof.


[Signature page follows.]

3

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers, hereunto duly authorized, as of the date first above written.
THE UNITED STATES DEPARTMENT OF THE TREASURY
By: /s/ Victoria Collin
  Name: Victoria Collin
  Title: Chief Compliance and Finance Officer
            Office of Recovery Programs
            U.S. Department of Treasury


AMERICAN AIRLINES GROUP INC.
By: /s/ Meghan B. Montana
  Name: Meghan B. Montana
  Title: Vice President and Treasurer
AMERICAN AIRLINES, INC.
By: /s/ Meghan B. Montana
  Name: Meghan B. Montana
  Title: Vice President and Treasurer
ENVOY AIR INC.
By: /s/ Meghan B. Montana
  Name: Meghan B. Montana
  Title: Treasurer
PIEDMONT AIRLINES, INC.
By: /s/ Eric H. Morgan
  Name: Eric H. Morgan
  Title: Chief Executive Officer and
              President
PSA AIRLINES, INC.
By: /s/ Dion J. Flannery
  Name: Dion J. Flannery
  Title: President













ANNEX A

DEFINITIONS

“American Airlines” means American Airlines, Inc.

“American Rescue Plan Act of 2021” means the American Rescue Plan Act of 2021, Pub. L. 117-2 (March 11, 2021), as the same may be amended from time to time.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, Pub. L. 116-136 (March 27, 2020), as the same may be amended from time to time.

“Common Stock” means the common stock of the Company with a par value of $0.01 per share.

“Consolidated Appropriations Act, 2021” means the Consolidated Appropriations Act, 2021, Pub. L. 116-260 (December 27, 2020), as the same may be amended from time to time.

“Promissory Notes” means the PSP1 April 20 Promissory Note, the PSP2 January 15 Promissory Note and the PSP3 April 23 Promissory Note.

“PSP Agreements” means the PSP1 Agreement, the PSP2 Agreement, and the PSP3 Agreement.

“PSP1” means the Payroll Support Program authorized by Subtitle B of Title IV of Division A of the CARES Act.

“PSP1 Agreement” means the Payroll Support Program Agreement, dated as of April 20, 2020, between American Airlines and Treasury.

“PSP1 April 20 Promissory Note” means that certain Promissory Note, dated as of April 20, 2020, with an initial Principal Amount of $842,177,466.00 and aggregate Principal Amount as of the date immediately preceding this Amendment of $1,764,849,416.80, as amended on the date hereof.

“PSP1 April 20 Warrant” means that certain Warrant to Purchase Common Stock, dated as of April 20, 2020, for 6,732,034 shares of Common Stock, as amended on the date hereof.

“PSP1 July 30 Warrant” means that certain Warrant to Purchase Common Stock, dated as of July 30, 2020, for 1,394,368 shares of Common Stock, as amended on the date hereof.

“PSP1 June 30 Warrant” means that certain Warrant to Purchase Common Stock, dated as of June 30, 2020, for 2,788,737 shares of Common Stock, as amended on the date hereof.

“PSP1 May 29 Warrant” means that certain Warrant to Purchase Common Stock, dated as of May 29, 2020, for 2,788,737 shares of Common Stock, as amended on the date hereof.
“PSP1 September 30 Warrant” means that certain Warrant to Purchase Common Stock, dated as of September 30, 2020, for 403,633 shares of Common Stock, as amended on the date hereof.

“PSP1 Warrants” means the PSP1 April 20 Warrant, the PSP1 May 29 Warrant, the PSP1 June 30 Warrant, the PSP1 July 30 Warrant, and the PSP1 September 30 Warrant.

“PSP2” means the Payroll Support Program authorized by Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021.

“PSP2 Agreement” means the Payroll Support Program Extension Agreement, dated as of January 15, 2021, between American Airlines and Treasury.



“PSP2 January 15 Promissory Note” means that certain Promissory Note, dated as of January 15, 2021, with an initial Principal Amount of $433,013,057.00 and aggregate Principal Amount as of the date immediately preceding this Amendment of $1,034,930,031.05, as amended on the date hereof.

“PSP2 April 22 Warrant” means that certain Warrant to Purchase Common Stock, dated as of April 22, 2021, for 886,998 shares of Common Stock, as amended on the date hereof.

“PSP2 January 15 Warrant” means that certain Warrant to Purchase Common Stock, dated as of January 15, 2021, for 2,765,090 shares of Common Stock, as amended on the date hereof.
“PSP2 March 17 Warrant” means that certain Warrant to Purchase Common Stock, dated as of March 17, 2021, for 2,956,661 shares of Common Stock, as amended on the date hereof.
“PSP2 Warrants” means the PSP2 January 15 Warrant, the PSP2 March 17 Warrant, and the PSP2 April 22 Warrant.
“PSP3” means the Payroll Support Program authorized by Subtitle C of Title VII of the American Rescue Plan Act of 2021.

“PSP3 Agreement” means the Payroll Support Program 3 Agreement, dated as of April 23, 2021, between American Airlines and Treasury.

“PSP3 April 23 Promissory Note” means that certain Promissory Note, dated as of April 23, 2021, with an initial Principal Amount of $466,630,119.98 and aggregate Principal Amount as of the date immediately preceding this Amendment of $946,029,888.53, as amended on the date hereof.

“PSP3 April 23 Warrant” means that certain Warrant to Purchase Common Stock, dated as of April 23, 2021, for 2,145,426 shares of Common Stock, as amended on the date hereof.

“PSP3 June 24 Warrant” means that certain Warrant to Purchase Common Stock, dated as of June 24, 2021, for 2,204,137 shares of Common Stock, as amended on the date hereof.

“PSP3 Warrants” means the PSP3 April 23 Warrant and the PSP3 June 24 Warrant.

“Warrant Agreements” means the warrant agreement, dated as of April 20, 2020, between the Company and Treasury; the warrant agreement, dated as of January 15, 2021, between the Company and Treasury; and the warrant agreement, dated as of April 23, 2021, between the Company and Treasury.

“Warrants” means the PSP1 Warrants, the PSP2 Warrants, and the PSP3 Warrants.





Exhibit 31.1
CEO CERTIFICATION

I, Robert D. Isom, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of American Airlines Group Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 21, 2022
/s/ Robert D. Isom
Name: Robert D. Isom
Title:    Chief Executive Officer and President



Exhibit 31.2
CFO CERTIFICATION

I, Derek J. Kerr, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of American Airlines Group Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 21, 2022
/s/ Derek J. Kerr
Name:Derek J. Kerr
Title:
Vice Chair, Chief Financial Officer and
President, American Eagle



Exhibit 31.3
CEO CERTIFICATION

I, Robert D. Isom, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of American Airlines, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 21, 2022
/s/ Robert D. Isom
Name: Robert D. Isom
Title: Chief Executive Officer and President



Exhibit 31.4
CFO CERTIFICATION

I, Derek J. Kerr, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of American Airlines, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 21, 2022

/s/ Derek J. Kerr
Name:Derek J. Kerr
Title:Vice Chair, Chief Financial Officer and President, American Eagle


Exhibit 32.1
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of American Airlines Group Inc. (the “Company”) for the quarterly period ended June 30, 2022 (the “Report”), Robert D. Isom, as Chief Executive Officer and President of the Company, and Derek J. Kerr, as Vice Chair, Chief Financial Officer of the Company and President of American Eagle, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Robert D. Isom
Name: Robert D. Isom
Title: Chief Executive Officer and President
Date: July 21, 2022
/s/ Derek J. Kerr                            
Name: Derek J. Kerr
Title: Vice Chair, Chief Financial Officer and
President, American Eagle
Date: July 21, 2022

This certification is being furnished to accompany the Report pursuant to 18 U.S.C. § 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.



Exhibit 32.2
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of American Airlines, Inc. (the “Company”) for the quarterly period ended June 30, 2022 (the “Report”), Robert D. Isom, as Chief Executive Officer and President of the Company, and Derek J. Kerr, as Vice Chair, Chief Financial Officer of the Company and President of American Eagle, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Robert D. Isom
Name: Robert D. Isom
Title: Chief Executive Officer and President
Date: July 21, 2022
/s/ Derek J. Kerr                            
Name: Derek J. Kerr
Title: Vice Chair, Chief Financial Officer and
President, American Eagle
Date: July 21, 2022

This certification is being furnished to accompany the Report pursuant to 18 U.S.C. § 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.



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