SEC Info - American Airlines Group Inc., et al. - ‘10-K’ for 12/31/17

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American Airlines Group Inc., et al. – ‘10-K’ for 12/31/17 – ‘EX-10.45’

On: Wednesday, 2/21/18, at 8:02am ET · For: 12/31/17 · Accession #: 6201-18-9 · File #s: 1-02691, 1-08400

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/21/18  American Airlines Group Inc.      10-K       12/31/17  136:27M
          American Airlines Inc

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.35M 
 4: EX-10.11    Material Contract                                   HTML     79K 
 5: EX-10.15    Material Contract                                   HTML     80K 
 6: EX-10.16    Material Contract                                   HTML     96K 
 2: EX-10.2     Material Contract                                   HTML    106K 
 7: EX-10.45    Material Contract                                   HTML    232K 
 8: EX-10.64    Material Contract                                   HTML     46K 
 3: EX-10.7     Material Contract                                   HTML     78K 
11: EX-21.1     Subsidiaries List                                   HTML     45K 
12: EX-23.1     Consent of Experts or Counsel                       HTML     41K 
 9: EX-12.1     Statement re: Computation of Ratios                 HTML     54K 
10: EX-12.2     Statement re: Computation of Ratios                 HTML     54K 
13: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
14: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
15: EX-31.3     Certification -- §302 - SOA'02                      HTML     42K 
16: EX-31.4     Certification -- §302 - SOA'02                      HTML     42K 
17: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
18: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
25: R1          Document and Entity Information                     HTML     73K 
26: R2          Consolidated Statements of Operations               HTML    125K 
27: R3          Consolidated Statements of Comprehensive Income     HTML     59K 
28: R4          Consolidated Balance Sheets                         HTML    163K 
29: R5          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
30: R6          Consolidated Statements of Cash Flows               HTML    140K 
31: R7          Consolidated Statements of Stockholders' Equity     HTML     96K 
32: R8          Consolidated Statements of Stockholders' Equity     HTML     49K 
                (Parenthetical)                                                  
33: R9          Basis of Presentation and Summary of Significant    HTML    348K 
                Accounting Policies                                              
34: R10         Special Items, Net                                  HTML    127K 
35: R11         Earnings Per Common Share                           HTML     69K 
36: R12         Share Repurchase Programs and Dividends             HTML     45K 
37: R13         Debt                                                HTML    285K 
38: R14         Income Taxes                                        HTML    198K 
39: R15         Risk Management                                     HTML     52K 
40: R16         Fair Value Measurements and Other Investments       HTML    179K 
41: R17         Employee Benefit Plans                              HTML    843K 
42: R18         Accumulated Other Comprehensive Income (Loss)       HTML    131K 
43: R19         Commitments, Contingencies and Guarantees           HTML    182K 
44: R20         Supplemental Cash Flow Information                  HTML     73K 
45: R21         Operating Segments and Related Disclosures          HTML     74K 
46: R22         Share-based Compensation                            HTML    106K 
47: R23         Valuation and Qualifying Accounts                   HTML     99K 
48: R24         Quarterly Financial Data (Unaudited)                HTML    137K 
49: R25         Subsequent Event                                    HTML     40K 
50: R26         Transactions with Related Parties                   HTML     52K 
51: R27         Basis of Presentation and Summary of Significant    HTML    366K 
                Accounting Policies (Policies)                                   
52: R28         Basis of Presentation and Summary of Significant    HTML    269K 
                Accounting Policies (Tables)                                     
53: R29         Special Items, Net (Tables)                         HTML    127K 
54: R30         Earnings Per Common Share (Tables)                  HTML     69K 
55: R31         Debt (Tables)                                       HTML    243K 
56: R32         Income Taxes (Tables)                               HTML    182K 
57: R33         Fair Value Measurements and Other Investments       HTML    167K 
                (Tables)                                                         
58: R34         Employee Benefit Plans (Tables)                     HTML    912K 
59: R35         Accumulated Other Comprehensive Income (Loss)       HTML    132K 
                (Tables)                                                         
60: R36         Commitments, Contingencies and Guarantees (Tables)  HTML    125K 
61: R37         Supplemental Cash Flow Information (Tables)         HTML     72K 
62: R38         Operating Segments and Related Disclosures          HTML     71K 
                (Tables)                                                         
63: R39         Share-based Compensation (Tables)                   HTML     84K 
64: R40         Valuation and Qualifying Accounts (Tables)          HTML     98K 
65: R41         Quarterly Financial Data (Unaudited) (Tables)       HTML    131K 
66: R42         Transactions with Related Parties (Tables)          HTML     50K 
67: R43         Basis of Presentation and Summary of Significant    HTML    110K 
                Accounting Policies - Additional Information                     
                (Detail)                                                         
68: R44         Basis of Presentation and Summary of Significant    HTML     73K 
                Accounting Policies - Operating Property and                     
                Equipment (Detail)                                               
69: R45         Basis of Presentation and Summary of Significant    HTML     63K 
                Accounting Policies - Schedule of Amortizable                    
                Intangible Assets (Detail)                                       
70: R46         Basis of Presentation and Summary of Significant    HTML     58K 
                Accounting Policies - Schedule of Future                         
                Amortization Expense (Detail)                                    
71: R47         Basis of Presentation and Summary of Significant    HTML     78K 
                Accounting Policies - Regional Expenses (Detail)                 
72: R48         Basis of Presentation and Summary of Significant    HTML    175K 
                Accounting Policies - New Accounting Standards                   
                (Details)                                                        
73: R49         Special Items - Components of Special Items, Net    HTML     85K 
                Included in Consolidated Statements of Operations                
                (Detail)                                                         
74: R50         Special Items - Additional Disclosures (Detail)     HTML     44K 
75: R51         Earnings (Loss) per Share - Computation of Basic    HTML     72K 
                and Diluted Earnings per Common Share (Detail)                   
76: R52         Share Repurchase Programs and Dividends - Share     HTML     51K 
                Repurchase Programs (Detail)                                     
77: R53         Share Repurchase Programs and Dividends -           HTML     46K 
                Dividends (Detail)                                               
78: R54         Debt - Components of Long-Term Debt (Detail)        HTML    117K 
79: R55         Debt - Summary of Availability under Revolving      HTML     56K 
                Credit Facilities (Detail)                                       
80: R56         Debt - Additional Information (Detail)              HTML     43K 
81: R57         Debt - Schedule of Maturities of Long-Term Debt     HTML     56K 
                and Capital Leases (Detail)                                      
82: R58         Debt - 2013, 2014 and 2016 Credit Facilities        HTML    175K 
                (Detail)                                                         
83: R59         Debt - Components of Long-Term Debt - Enhanced      HTML     75K 
                Equipment Trust Certificates (Detail)                            
84: R60         Debt - Details of Enhanced Equipment Trust          HTML     83K 
                Certificates (Detail)                                            
85: R61         Debt - Components of Long-Term Debt - Equipment     HTML     48K 
                Loans and Other Notes Payable Issued in 2016                     
                (Detail)                                                         
86: R62         Debt - Details of Senior Notes (Detail)             HTML     48K 
87: R63         Debt - Components of Long-Term Debt - Senior Notes  HTML     42K 
                (Detail)                                                         
88: R64         Debt - Components of Long-Term Debt - Guarantees    HTML     52K 
                (Detail)                                                         
89: R65         Debt - Schedule of Collateral Coverage Tests        HTML     60K 
                (Detail)                                                         
90: R66         Income Taxes - Components of Income Tax Provision   HTML     65K 
                (Benefit) (Detail)                                               
91: R67         Income Taxes - Computation of Income Tax Provision  HTML     64K 
                (Benefit) (Detail)                                               
92: R68         Income Taxes - Additional Disclosures (Detail)      HTML     80K 
93: R69         Income Taxes - Deferred Tax Assets and Liabilities  HTML     88K 
                (Detail)                                                         
94: R70         Risk Management - Additional Information (Detail)   HTML     45K 
95: R71         Fair Value Measurements and Other Investments -     HTML     87K 
                Summary of Assets Measured at Fair Value on                      
                Recurring Basis (Detail)                                         
96: R72         Fair Value Measurements and Other Investments -     HTML     48K 
                Schedule of Carrying Value and Estimated Fair                    
                Value of Long-Term Debt, Including Current                       
                Maturities (Detail)                                              
97: R73         Fair Value Measurements and Other Investments -     HTML     66K 
                Other Investments (Detail)                                       
98: R74         Employee Benefit Plans - Additional Information     HTML     70K 
                (Detail)                                                         
99: R75         Employee Benefit Plans - Schedule of Changes in     HTML     78K 
                Projected Benefit Obligations (Detail)                           
100: R76         Employee Benefit Plans - Schedule of Changes in     HTML     75K  
                Fair Value of Plan Assets (Detail)                               
101: R77         Employee Benefit Plans - Schedule of Amounts        HTML     59K  
                Recognized in Consolidated Balance Sheets (Detail)               
102: R78         Employee Benefit Plans - Schedule of Amounts        HTML     55K  
                Recognized in Other Comprehensive Income (Detail)                
103: R79         Employee Benefit Plans - Schedule of Accumulated    HTML     59K  
                Benefit Obligations Exceeding Fair Value of Plan                 
                Assets (Detail)                                                  
104: R80         Employee Benefit Plans - Components of Net          HTML     75K  
                Periodic Benefit Cost (Income) (Detail)                          
105: R81         Employee Benefit Plans - Schedule of Assumption     HTML     63K  
                Used to Determine Benefit Obligations (Detail)                   
106: R82         Employee Benefit Plans - Schedule of One            HTML     50K  
                Percentage Point Change in Assumed Health Care                   
                Cost Trend Rates (Detail)                                        
107: R83         Employee Benefit Plans - Schedule of Expected       HTML     62K  
                Future Service Benefit Payments (Detail)                         
108: R84         Employee Benefit Plans - Schedule of Allocation of  HTML    104K  
                Plan Assets (Detail)                                             
109: R85         Employee Benefit Plans - Schedule of Fair Value of  HTML    160K  
                Pension Plan Assets by Asset Category (Detail)                   
110: R86         Employee Benefit Plans - Schedule of Fair Value of  HTML    140K  
                Pension Plan Assets by Asset Category                            
                (Parenthetical) (Detail)                                         
111: R87         Employee Benefit Plans - Changes in Fair Value      HTML     67K  
                Measurements of Level 3 Investments (Detail)                     
112: R88         Employee Benefit Plans - Fair Values of Retiree     HTML     83K  
                Medical and Other Postretirement Benefit Plans                   
                Assets by Asset Category (Detail)                                
113: R89         Employee Benefit Plans Employee Benefit Plans -     HTML     45K  
                Profit Sharing Program (Details)                                 
114: R90         Accumulated Other Comprehensive Income (Loss) -     HTML     92K  
                Components of Accumulated Other Comprehensive                    
                Income (Loss) (Detail)                                           
115: R91         Accumulated Other Comprehensive Income (Loss) -     HTML     50K  
                Reclassifications out of Accumulated Other                       
                Comprehensive Income (Loss) (Detail)                             
116: R92         Commitments, Contingencies and Guarantees -         HTML     60K  
                Long-term Purchase Commitments (Detail)                          
117: R93         Commitments, Contingencies and Guarantees -         HTML     77K  
                Operating Leases (Detail)                                        
118: R94         Commitments, Contingencies and Guarantees - Other   HTML     51K  
                Purchase Commitments (Details)                                   
119: R95         Commitments, Contingencies and Guarantees -         HTML     64K  
                Capacity Purchase Agreements (Detail)                            
120: R96         Commitments, Contingencies and Guarantees -         HTML     86K  
                Additional Information (Detail)                                  
121: R97         Supplemental Cash Flow Information - Cash Flow      HTML     56K  
                Information and Non-Cash Investing and Financing                 
                Activities (Detail)                                              
122: R98         Operating Segments and Related Disclosures -        HTML     41K  
                Additional Information (Detail)                                  
123: R99         Operating Segments and Related Disclosures -        HTML     66K  
                Operating Revenues by Geographic Region (Detail)                 
124: R100        Share Based Compensation - Additional Information   HTML     66K  
                (Detail)                                                         
125: R101        Share Based Compensation - Restricted Stock Unit    HTML     81K  
                Awards (Detail)                                                  
126: R102        Share-based Compensation Share-based Compensation   HTML     74K  
                - Stock Appreciation Rights (Detail)                             
127: R103        Share-based Compensation Share-based Compensation   HTML     52K  
                - ASU 2016-09 (Details)                                          
128: R104        Valuation and Qualifying Accounts - Components of   HTML     59K  
                Valuation and Qualifying Accounts (Detail)                       
129: R105        Quarterly Financial Data - Summarized Financial     HTML     74K  
                Data (Detail)                                                    
130: R106        Quarterly Financial Data - Additional Information   HTML     59K  
                (Detail)                                                         
131: R107        Subsequent Event - Additional Information (Detail)  HTML     47K  
132: R108        Transactions with Related Parties (Detail)          HTML     46K  
133: R109        Transactions with Related Parties - Additional      HTML     45K  
                Information (Detail)                                             
135: XML         IDEA XML File -- Filing Summary                      XML    238K  
134: EXCEL       IDEA Workbook of Financial Reports                  XLSX    184K  
19: EX-101.INS  XBRL Instance -- aal-20171231                        XML   9.80M 
21: EX-101.CAL  XBRL Calculations -- aal-20171231_cal                XML    374K 
22: EX-101.DEF  XBRL Definitions -- aal-20171231_def                 XML   2.12M 
23: EX-101.LAB  XBRL Labels -- aal-20171231_lab                      XML   2.58M 
24: EX-101.PRE  XBRL Presentations -- aal-20171231_pre               XML   2.26M 
20: EX-101.SCH  XBRL Schema -- aal-20171231                          XSD    291K 
136: ZIP         XBRL Zipped Folder -- 0000006201-18-000009-xbrl      Zip    621K

‘EX-10.45’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.45

SUPPLEMENTAL AGREEMENT NO. 8

Purchase Agreement No. 03735

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 737 MAX Aircraft

This SUPPLEMENTAL AGREEMENT No. 8 (SA-8), entered into as of December 7, 2017, by and between THE BOEING COMPANY, a Delaware corporation with offices in Washington state (Boeing) and AMERICAN AIRLINES, INC. a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

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

WHEREAS, Customer and Boeing desire to revise letter agreement AAL-PA-03735-LA-1106668 entitled “[*CTR];” and

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



PA 03735		SA-8, Page 1
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

1Table of Contents.

The “Table Of Contents” to the Purchase Agreement referencing SA-7 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-8 in the footer to reflect changes made to the Purchase Agreement by this SA-8. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

2 Letter Agreement.

Letter Agreement No. AAL-PA-03735-LA-1106668 (Original [*CTR] Agreement) entitled “[*CTR],” is deleted in its entirety and replaced with the similarly titled Letter Agreement No. AAL-PA-03735-LA-1106668R1 (attached hereto) referencing SA-8 in the footer (Revised [*CTR] Letter Agreement). The Revised [*CTR] Letter Agreement is hereby incorporated into the Purchase Agreement in replacement of the Original Participation Agreement.

3 Miscellaneous.

3.1 The Purchase Agreement is amended as set forth above, by the Revised [*CTR] Letter Agreement. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.

Intentionally Left Blank



PA 03735		SA-8, Page 2
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST



AGREED AND ACCEPTED this

December 7, 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		Vice President and Treasurer
Title		Title



PA 03735		SA-8, Page 3
	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
1R3.	Aircraft Information Table	6
EXHIBITS
AR1	Aircraft Configuration	6
B.	Aircraft Delivery Requirements and Responsibilities
C.	Definitions
SUPPLEMENTAL EXHIBITS
AE1.	[*CTR]
BFE1.	BFE Variables
CS1R1.	Customer Support Variables	4
EE1.	[*CTR]
SLP1.	[*CTR]
LETTER AGREEMENTS
LA-1106648R1	Special Matters	6
LA-1106649	[*CTR]
LA-1106650R2	[*CTR]	3
LA-1106651	[*CTR]
LA-1106652	Aircraft Model Substitution
LA-1106654	AGTA Terms Revisions for MAX
LA-1106655	Open Matters – 737 MAX Withdrawn	6
LA-1106656R1	[*CTR]	1
LA-1106657R1	[*CTR]	2
LA-1106663 R1	[*CTR]	2
LA-1106664 R1	[*CTR]	2
LA-1106658	[*CTR]
LA-1106659R1	[*CTR]	1
LA-1106660	Spare Parts Initial Provisioning



PA-03735	TABLE OF CONTENTS, Page 1 of 2	SA-8
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST



LETTER AGREEMENTS, continued		SA NUMBER
LA-1106661R2	[*CTR]	2
LA-1106667	[*CTR]
LA-1106668R1	[*CTR]	8
LA-1106669	[*CTR]
LA-1106670	Confidentiality
LA-1106671R1	Miscellaneous Commitments	1
LA-1106672	[*CTR]
LA-1106673R1*	CS1 Special Matters	4
LA-1106677	[*CTR]
LA-1600073	[*CTR]	4
LA-1600852	[*CTR]	5
LA-1603773	[*CTR]	5
LA-1605402	[*CTR]	6
LA-1700919	[*CTR]	7

* ‑ 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-8
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

The Boeing Company

P.O Box 3707

Seattle, WA 98124-2207

AAL-PA-03735-LA-1106668R1

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

Subject: [*CTR]


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.

Recitals

1.Customer has requested [*CTR]

2.In response to Customer’s request [*CTR]

Agreement


1.	Covered Aircraft.

The Program shall apply to [*CTR] (Covered Aircraft).


2.	Program Term.

The Program shall begin on the [*CTR]; provided, that the parties [*CTR]. The [*CTR] shall [*CTR] on the [*CTR] commences and shall [*CTR] commencement of the [*CTR] and each subsequent [*CTR] shall [*CTR] with the [*CTR].


3.	[*CTR].

The [*CTR] covered by the Program shall include [*CTR]


4.	Program Commitment.

[*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Page 1 of 12
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

4.1 [*CTR]

4.2 [*CTR]:

4.2.1 [*CTR]

4.2.2 [*CTR]

4.2.2.1 [*CTR]

4.2.2.2 [*CTR]

4.2.3 [*CTR]

4.3 [*CTR]

4.4 Fleet Flight Hours means the [*CTR]

4.5 Flight Hours means, [*CTR]

4.6 Fleet Landings means the [*CTR]

4.7 Landings means the [*CTR]

4.8 [*CTR]

4.9 [*CTR]

4.10 [*CTR]

4.11 [*CTR]

4.12 [*CTR]

5. Calculation of [*CTR]

5.1 [*CTR]

5.2 [*CTR]

5.3 Boeing will then [*CTR] in the form specified in Attachment C. In the event that the [*CTR] in the form specified in Attachment F for [*CTR]

5.4 Boeing [*CTR] has been established using assumptions in Attachment G, and [*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Page 2 of 12
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

6. Reporting of [*CTR]

6.1 Within [*CTR]

6.2 Failure to provide the [*CTR] specified in Section 6.1 to Boeing within the specified [*CTR]

7. Calculation of [*CTR]

7.1 Subject to the limitations described in Section 9, within [*CTR]

7.2 If the data determined pursuant to Section 7.1 [*CTR]:

7.2.1 [*CTR]

7.2.2 [*CTR]

7.2.3 [*CTR]

7.3 If after completing the [*CTR] described in Section 7.2 [*CTR]:

7.3.1 [*CTR]

7.3.2 [*CTR]

7.4 [*CTR]

7.5 [*CTR]

8. [*CTR] Action.

8.1 Should [*CTR] Action be required pursuant to Section 7.3, [*CTR]

8.1.1 [*CTR]

8.1.2 [*CTR]

8.1.3 [*CTR]

8.1.4 [*CTR]

8.1.5 [*CTR]

8.2 [*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Page 3 of 12
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

9. Conditions and Limitations.

9.1 If, with the intent of reducing the cost of [*CTR], Boeing or any supplier issues [*CTR]

9.2 [*CTR]

9.3 [*CTR]

9.4 [*CTR]

9.5 [*CTR]

9.6 [*CTR]

9.7 [*CTR]:

(i) [*CTR]

(ii) [*CTR]

(iii) [*CTR]

(iv) [*CTR]

(v) [*CTR]

(vi) [*CTR]

(vii) [*CTR]

(viii) [*CTR]

(ix) [*CTR]

(x) [*CTR]

(xi) [*CTR]

(xii) [*CTR]

(xiii) [*CTR]

9.8 [*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Page 4 of 12
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST



Aircraft Model	Flight Hours
[*CTR]	[*CTR]

[*CTR]

10. Notice.

10.1 All reports submitted to Boeing will be addressed to the attention of:

Director ‑ BCA Warranty and Product Assurance

Boeing Commercial Airplanes

P.O. Box 3707 Mail Code 2L-46

Fax: 425-237-1706

Seattle, Washington 98124‑2207

10.2 All reports submitted to Customer will be addressed to the attention of:

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

11. [*CTR]

[*CTR]

12. [*CTR]

[*CTR]

13. 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.

14. Confidential Treatment.

The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Page 5 of 12
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Very truly yours,



THE BOEING COMPANY

By:	/s/ *The Boeing Company*

Its:	Attorney-In-Fact

ACCEPTED AND AGREED TO this

Date:		December 7, 2017

AMERICAN AIRLINES, INC.

By:	/s/ *American Airlines, Inc.*

Its:	Vice President and Treasurer



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Page 6 of 12
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment A: [*CTR]

To: [*CTR]


Reference:	Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]

Subject: [*CTR]

Benchmarking Year: [*CTR]



American Airlines [*CTR]
Airplane Type	[*CTR]
Year	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]



American Airlines [*CTR]
Year	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]



American Airlines [*CTR]
Event	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Attachment A, Page 1 of 3
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment A: [*CTR], CONTINUED

[*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Attachment A, Page 2 of 3
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment A: [*CTR], CONTINUED

American Airlines has [*CTR]

[*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Attachment A, Page 3 of 3
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment B: Adjustments

Boeing will adjust the [*CTR] submitted in Attachment A, the [*CTR] reported in Attachment C, and [*CTR] reported in Attachment D in accordance with this Attachment B.

1. [*CTR]

[*CTR]

2. [*CTR]

2.1 [*CTR]

2.2 [*CTR]

3. [*CTR]

The [*CTR] will be determined for the Covered Aircraft as specified in paragraphs 3.1 through 3.3 of this Attachment B.

3.1 [*CTR]

3.2 [*CTR]

3.3 [*CTR]

4. [*CTR]

4.1 [*CTR]

4.2 [*CTR]

4.3 [*CTR]

4.4 Average Flight Time. [*CTR]

4.5 Covered Aircraft. [*CTR]

4.6 Delivery Schedule. [*CTR]

4.7 Aircraft Configuration. [*CTR]

4.8 [*CTR]

4.9 If changes are made in any of the paragraphs 4.1 through 4.8 then the [*CTR] will be adjusted as specified in paragraph 3.3 above using the factors identified in each paragraph 4.1 through 4.8.



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Attachment B, Page 1 of 1
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment C: [*CTR]

To: American Airlines, Inc.


Reference:	Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]


Subject:	[*CTR] reported pursuant to Section 5.2 of the referenced Letter Agreement.

The [*CTR]

The following [*CTR]

[*CTR]

For reference, below are the [*CTR]



[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]	[*CTR]
Total	[*CTR]	[*CTR]	[*CTR]	[*CTR]



AAL-PA-03735-LA-1106668R1
[*CTR]		Attachment C, Page 1 of 1
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment D: Covered Aircraft [*CTR]

To: [*CTR]


Reference:	Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]


Subject:	[*CTR] reported pursuant to Section 6 of the referenced Letter Agreement.



[*CTR]:



American Airlines [*CTR]
[*CTR]	1	2	3	4	5	6	7	8	9	10
[*CTR]
[*CTR]
[*CTR]



American Airlines [*CTR]
[*CTR]	[*CTR]	1	2	3	4	5	6	7	8	9	10
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]



AAL-PA-03735-LA-1106668R1		SA-8
[*CTR]			Attachment D & E, Page 1 of 3
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment D: Covered Aircraft [*CTR], CONTINUED



American Airlines [*CTR]
Airplane Type	737 MAX 8
[*CTR]	1	2	3	4	5	6	7	8	9	10
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Attachment D, Page 2 of 3
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment D: Covered Aircraft [*CTR], CONTINUED

The following definitions are based on the [*CTR]. [*CTR]

[*CTR]

Note: The above [*CTR] have been calculated in accordance with Section 4.2 of the referenced Letter Agreement. The above [*CTR] have been calculated in accordance with Section 4.2 of the referenced Letter Agreement and exclude all [*CTR] described in Section 9 therein.



AMERICAN AIRLINES, INC.

By:

Its:



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Attachment D, Page 3 of 3
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment E

FORM OF REPORT FOR [*CTR]

To: American Airlines, Inc.


Reference:	Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]


Subject:	[*CTR] reported pursuant to Section 7 of the referenced Letter Agreement.

[*CTR] No. _____

[*CTR] _________ [*CTR] _________

[*CTR]



American Airlines [*CTR]
Airplane Type	737 MAX 8
[*CTR]	1	2	3	4	5	6	7	8	9	10
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Attachment E, Page 1 of 2
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment E, CONTINUED

FORM OF REPORT FOR [*CTR]



[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]
[*CTR]



THE BOEING COMPANY

By:

Its:

Date:



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Attachment E, Page 2 of 2
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment F: [*CTR]


To:	American Airlines, Inc.


Reference:	Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]


Subject:	[*CTR] reported pursuant to Section 5.3 of the referenced Letter Agreement.

Boeing’s [*CTR]

[*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Attachment F, Page 1 of 1
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Attachment G: [*CTR]


Reference:	Letter Agreement No. AAL-PA-03735-LA-1106668R1 to Purchase Agreement and [*CTR]


Subject:	[*CTR] reported pursuant to Section 5.2 of the referenced Letter Agreement.



[*CTR]
[*CTR]	[CTR] [CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]



[*CTR]
[*CTR]	[*CTR]



[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]
[*CTR]	[*CTR]	[*CTR]	[*CTR]

* The [*CTR]



AAL-PA-03735-LA-1106668R1	SA-8
[*CTR]		Attachment G, Page 1 of 1
	BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/21/18	4, 8-K
For Period end:	12/31/17
	12/7/17	4
	2/1/13
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  American Airlines Group Inc.      10-K       12/31/23  147:24M
 2/22/23  American Airlines Group Inc.      10-K       12/31/22  141:46M
 2/22/22  American Airlines Group Inc.      10-K       12/31/21  162:47M
 2/17/21  American Airlines Group Inc.      10-K       12/31/20  160:42M

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Filing Submission 0000006201-18-000009 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

American Airlines Group Inc., et al. – ‘10-K’ for 12/31/17 – ‘EX-10.45’

On: Wednesday, 2/21/18, at 8:02am ET · For: 12/31/17 · Accession #: 6201-18-9 · File #s: 1-02691, 1-08400

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.45’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents