Document

Exhibit 10.46


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. 9

Purchase Agreement No. 3219

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 787 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 9 (SA-9) 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);

WHEREAS, 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 in such Purchase Agreement;

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 (MAX Purchase Agreement); and

WHEREAS, Boeing and Customer desire to [****] of delivery of the [****] 787-9 aircraft delivering in [****] currently with manufacturer serial numbers [****] respectively, to [****] respectively (collectively the [****] 787-9 Aircraft).

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

1. Table of Contents.

The Table of Contents referencing SA-8 in the footer is deleted in its entirety and is replaced with the new Table of Contents (attached hereto) referencing SA-9 in the footer. Such

PA 3219

SA-9

Page 1

BOEING PROPRIETARY

new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

2. Tables.

Table 1(R6). Table 1(R5) entitled “787-9 Aircraft –Delivery, Description, Price and Advance Payments” referencing SA-7 in the footer is deleted in its entirety and is replaced with the similarly titled Table 1(R6) (attached hereto) referencing SA-9 in the footer. Table 1(R6) is hereby incorporated into the Purchase Agreement in replacement of Table 1(R5).

3. Letter Agreements.

Revisions to Attachment C to LA 6-1162-TRW-0667R2. Attachment C: Delivery Schedule for Covered Aircraft to Letter Agreement 6-1162-TRW-0667R2 is deleted in its entirety and replaced with Attachment C(R1): Delivery Schedule for Covered Aircraft (Revised Schedule C). Revised Schedule C is hereby made a part of the Purchase Agreement in replacement of its predecessor.

4. [****].

4.1 [****]. Upon execution of this SA-9, Boeing shall [****] Customer the [****]. The parties agree that the [****]. Boeing will [****] pursuant to the [****], as follows:

[****]

[****] 2017

[****]

[****] 2017

[****]

4.2 Future [****]. The [****] in accordance with Section 1.4 of Letter Agreement 6-1662-CLO-1047R3 entitled “[****]”. For the avoidance of doubt, [****] as follows:

[****]

PA 3219

SA-9

Page 2

BOEING PROPRIETARY

5. Effect on Purchase Agreement.

5.1 Table 1 Reference Clarifications. The following references in the Purchase Agreement and the associated exhibits, supplemental exhibits, and letter agreements to the Purchase Agreement to “Table 1(R5)” is now deemed to refer to “Table 1(R6)”. Specifically:




Location of References
Articles 1, 2, 3 (all sections), 4 (all sections), and Section 5.1 of the Basic Articles
Exhibit C(R1), Definitions of “Aircraft” and “Engine”
Section 1 of Supplemental Exhibit AE1
Section 1 of Supplemental Exhibit EE1
Section 1 (definition of “Firm Aircraft”) of Letter Agreement 6-1162-TRW-0664R1 entitled “Aircraft Purchase Rights and Substitution Rights”
Section 1.1 of LA 6-1162-TRW-0672R1 entitled “[****]”
Section 3 of Letter Agreement 6-1162-TRW-0674R3 entitled “Business Considerations”

5.2 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.

PA 3219

SA-9

Page 3

BOEING PROPRIETARY



AGREED AND ACCEPTED

April 24, 2017
Date

THE BOEING COMPANY						AMERICAN AIRLINES, INC.

/s/ The Boeing Company						/s/ American Airlines, Inc.
Signature						Signature

The Boeing Company						American Airlines, Inc.
Printed name						Printed name

Attorney-in-Fact						VP and Treasurer
Title						Title

PA 3219

SA-9

Page 4

BOEING PROPRIETARY

TABLE OF CONTENTS

ARTICLES

SA
NUMBER

Quantity, Model and Description

SA-3

Delivery Schedule

SA-3

Price

SA-3

Payment

SA-3

Miscellaneous

SA-3

Confidential Treatment

TABLE

Aircraft Information Table – TRENT

SA-2

1(R6)

787-9 Aircraft Information Table – GENX

SA-9

2(R1)

787-8 Aircraft Information Table – GENX
([****] (12) 787-8 Aircraft)

SA-5

3(R1)

787-8 Aircraft Information Table – GENX
([****] Eight (8) 787-8 Aircraft, yielding Twenty (20) 787-8
Aircraft)

SA-5

WITHDRAWN

SA-6

EXHIBIT

A(R2).

Aircraft Configuration for [****] Aircraft

SA-7

A2(R3)

Aircraft Configuration for [****] Aircraft

SA-6

B(R1).

Aircraft Delivery Requirements and Responsibilities

SA-3

C(R1).

Defined Terms

SA-3

SUPPLEMENTAL EXHIBITS

AE1.

[****]

BFE1(R1).

Buyer Furnished Equipment Variables 787-9

SA-3

BFE2.

Buyer Furnished Equipment Variables 787-8

SA-3

CS1.

787 Customer Support Document

EE1.

[****]

EE1.

[****]

SA-2

EE2.

[****]

SA-4

SLP1.

Service Life Policy Components

P.A. No. 3219

Table of Contents

SA-9

Page 1

BOEING PROPRIETARY

TABLE OF CONTENTS, continued

LETTER AGREEMENTS

SA
NUMBER

3219-01

[****]

3219-02

Special Terms – Seats and In-Flight Entertainment

3219-04

[****]

3219-05R1

Spare Parts Commitments

SA-3

3219-06R1

Spare Parts Initial Provisioning

SA-3

3219-08R2

Open Configuration Matters Withdrawn

SA-8

6-1162-AKP-071R1

[****]
Terminated per AAL-PA-1977-LA-1105595

6-1162-AKP-072R2

[****]
Terminated per AAL-PA-1977-LA-1105595

6-1162-AKP-073R1

Accident Claims and Litigation

6-1162-CLO-1031R1

[****]

WITHDRAWN

SA-2

SA-3

6-1162-CLO-1032R1

[****]
Terminated

SA-3

6-1162-CLO-1039

[****]

6-1162-CLO-1042

[****]

6-1162-CLO-1043R1

787 Inspection Process

SA-3

6-1162-CLO-1045R1

[****]

SA-2

6-1162-CLO-1046

SA-eE, COTS Software and End User License Matters

WITHDRAWN

SA-3

6-1162-CLO-1047R2

[****]

SA-6

6-1162-CLO-1048

Final Matters

SA-2

6-1162-CLO-1049R2

CS1 Matters

SA-6

6-1162-TRW-0664R1

Aircraft Purchase Rights and Substitution Rights

SA-4

Attachment A(R2) – MADP Exercise Dates

SA-6

Attachment B(R2) – QADP Exercise Dates

SA-6

Attachment C(R3) – MADP & QADP Rights Aircraft:
Description/Price Data

SA-8

Attachment D – Form of Purchase Agreement
Supplement

SA-3

Attachment E – Letter Agreements To Be Included In
Purchase Agreement Supplement: WITHDRAWN

SA-6

P.A. No. 3219

Table of Contents

SA-9

Page 2

BOEING PROPRIETARY

TABLE OF CONTENTS, continued

LETTER AGREEMENTS

SA
NUMBER

6-1162-TRW-0665

[****]

SA-3

6-1162-TRW-0666

[****]

SA-3

6-1162-TRW-0667R2

[****]

SA-9

6-1162-TRW-0668R1

Special Matters Relating to COTS Software and End User License Agreements

SA-3

6-1162-TRW-0670R1

Miscellaneous Commitments for Model 787 Aircraft

SA-3

6-1162-TRW-0671

[****]

WITHDRAWN

SA-3

6-1162-TRW-0672R1

Promotional Support Agreement

SA-3

6-1162-TRW-0673R1

Confidentiality

SA-3

6-1162-TRW-0674R3

Business Considerations

SA-6

AAL-PA-3219-LA-08836R1

[****]

SA-6

AAL-PA-3219-LA-08837R1

[****]

SA-6

AAL-PA-3219-LA-08838

[****]

SA-3

AAL-LA-1106678

Assignment Matters

SA-3

AAL-PA-3219-LA-1302236R1

[****]

SA-6

AAL-PA-3219-LA-1604503

787 [****] Matters

SA-8

P.A. No. 3219

Table of Contents

SA-9

Page 3

BOEING PROPRIETARY

Table 1(R6) To Purchase Agreement No. PA-03219

787-9 Aircraft Delivery, Description, Price and Advance Payments

[****]

Airframe Model/MTOW:

787-9

553,000 pounds

Detail Specification:

[****]

Engine Model/Thrust:

GENX-1B74/75

74,100 pounds

Airframe Price Base Year/Escalation Formula:

[****]

Airframe Price:

$[****]

Engine Price Base Year/Escalation Formula:

[****]

Optional Features:

$[****]

Sub-Total of Airframe and Features:

$[****]

Airframe Escalation Data:

Engine Price (Per Aircraft):

$[****]

Base Year Index (ECI):

[****]

Aircraft Basic Price (Excluding BFE/SPE):

$[****]

Base Year Index (CPI):

[****]

Buyer Furnished Equipment (BFE) Estimate:

$[****]

Engine Escalation Data:

In-Flight Entertainment (IFE) Estimate:

$[****]

Base Year Index (ECI):

[****]

Fixed Price Options

$[****]

Base Year Index (CPI):

[****]

Deposit per Aircraft:

$[****]

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):

[****]

Total

[****]

[****]-2016

[****]

[****]-2016

[****]

[****]-2016

[****]

[****]-2016

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

[****]-2017

[****]

AAL-PA-03219 105140-1F.txt

Boeing Proprietary

SA-9, Table 1(R6),

Page 1

Table 1(R6) To Purchase Agreement No. PA-03219

787-9 Aircraft Delivery, Description, Price and Advance Payments

[****]

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):

[****]

Total
[****]

[****]-2017

[****]

[****]-2018

[****]

[****]-2018

[****]

[****]-2018

[****]

[****]-2018

[****]

[****]-2018

[****]

[****]-2018

[****]

[****]-2019

[****]

[****]-2019

[****]

Total: 22

*Note: [****]

AAL-PA-03219 105140-1F.txt

Boeing Proprietary

SA-9, Table 1(R6),

Page 2

Attachment C(R1): Delivery Schedule for Covered Aircraft



Aircraft						Delivery Date
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]
[****]						[****]

P.A. No. 3219

SA-9

L.A.6-1162-TRW-0667R2

[****]- Attachment C(R1)

Page 1

BOEING PROPRIETARY