Document

Exhibit 10.78


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

SUPPLEMENTAL AGREEMENT NO. 15

Purchase Agreement No. 03735

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 737 MAX Aircraft

This SUPPLEMENTAL AGREEMENT No. 15 (SA-15), entered into as of December _15__, 2020 (Effective Date), by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington (Boeing) and AMERICAN AIRLINES, INC. a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);

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

WHEREAS, Customer has [****] to Boeing the [****] by [****], and the [****] for the [****] delivery in Table 1R7 ([****]);

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

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

1. [****].

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

PA 03735 SA-15, Page 1

BOEING PROPRIETARY

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2. Table of Contents.

The “Table Of Contents” to the Purchase Agreement referencing SA-14 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-15 in the footer to reflect changes made to the Purchase Agreement by this SA-15. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.

3. Tables.

3.1 Table 1R7. Table 1R7, entitled “Base Weight 737-8 Aircraft Delivery, Description, Price, and Advance Payments” referencing SA-13 in the footer is deleted in its entirety and replaced with Table 1R8, entitled “737-8 Aircraft Delivery, Description, Price, and Advance Payments” (attached hereto) referencing SA-15 in the footer (Table 1R8). Table 1R8 is hereby incorporated into the Purchase Agreement in replacement of Table 1R7. [****].

3.2 Table 1-3R1. Table 1-3R1, entitled “[****] Aircraft Delivery, Description, Price,and Advance Payments” referencing SA-13 in the footer is deleted in its entirety and replaced with Table 1-3R2, entitled “[****] Aircraft Delivery, Description, Price, and Advance Payments” (attached hereto) referencing SA-15 in the footer (Table 1-3R2). Table 1-3R2 is hereby incorporated into the Purchase Agreement in replacement of Table 1-3R1. [****].

4. Miscellaneous.

4.1 The Purchase Agreement is amended as set forth above by the revised Table of Contents, Table 1R8, and Table 1-3R2. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.

4.2 References in the Purchase Agreement and any supplemental agreements and associated letter agreements “Table 1” or “Table 1R2” or “Table 1R3”, or “Table1R4 and Table 1-2” or “Table 1(R4) and Table 1-2”, “Table 1R5 and Table 1-2”, “Table 1R6, Table 1-2, and Table 1-3”, “Table 1R7, Table 1-2, and Table 1-3R1” are deemed to refer to “Table 1R8, Table 1-2, and Table 1-3R2”. References in the Purchase Agreement and any supplemental agreements and associated letter agreements to “Table 1R4”, “Table 1R5”, “Table 1R6” or “Table 1R7” (where no corresponding reference to Table 1-2 is made) are deemed to refer to “Table 1R8”, including without limitation, and for the avoidance of doubt, the following references to Table 1R4, Table 1R5, Table 1R6, or Table 1R7 which are deemed to refer to only Table 1R8 (and not Table 1R8, Table 1-2, and Table 1-3R2):

PA 03735 SA-15, Page 2

BOEING PROPRIETARY

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

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

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

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

4.3 Upon the execution of this SA-15, Boeing will, pursuant to Section 6.1 of the [****] Agreement, [****] to Customer the [****] for the [****] in the [****] of [****] ([****]) as shown in the tables below.


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


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

Intentionally Left Blank

PA 03735 SA-15, Page 3

BOEING PROPRIETARY

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AGREED AND ACCEPTED this


December 15, 2020
Date


THE BOEING COMPANY						AMERICAN AIRLINES, INC.
/s/ The Boeing Company						/s/ American Airlines, Inc.
Signature						Signature
The Boeing Company						American Airlines, Inc.
Printed name						Printed name
Attorney-in-Fact						VP, Treasurer
Title						Title

PA 03735 SA-3

BOEING PROPRIETARY

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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
1R8	Aircraft Information Table	15
1-2	Revised Delivery Aircraft Information Table	9
1-3R2	[****]Aircraft Delivery, Description, Price, and Advance Payments	15
EXHIBITS
AR1	Aircraft Configuration Revised Delivery Aircraft Configuration	A2
B.	Aircraft Delivery Requirements and Responsibilities	9
C.	Definitions
SUPPLEMENTAL EXHIBITS
AE1.	[****]
BFE1.	BFE Variables
CS1R1.	Customer Support Variables	4
EE1.	[****]
SLP1.	[****]
LETTER AGREEMENTS
LA-1106648R1	Special Matters	6
LA-1106649	[****]
LA-1106650R4	[****]	11
LA-1106651R2	[****]	11
LA-1106652	Aircraft Model Substitution
LA-1106654	AGTA Terms Revisions for MAX
LA-1106655	Open Matters – 737 MAX Withdrawn	6
LA-1106656R1	[****]	1
LA-1106657R1	[****]	2
LA-1106663 R1	[****]	2
LA-1106664 R1	[****]	2

PA 03735 TABLE OF CONTENTS, Page 1 OF 2 SA-15

BOEING PROPRIETARY

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TABLE OF CONTENTS, continued


LA-1106658	[****]
LA-1106659R2	[****]	10
LA-1106660	Spare Parts Initial Provisioning
LETTER AGREEMENTS, continued		SA NUMBER
LA-1106661R2	[****]	2
LA-1106667	[****]
LA-1106668R1	[****]	8
LA-1106669	[****]
LA-1106670	Confidentiality
LA-1106671R1	Miscellaneous Commitments	1
LA-1106672	[****]
LA-1106673R1*	CS1 Special Matters	4
LA-1106677	Optional Features Comfort Letter
LA-1600073	[****]	4
LA-1600852	[****]	5
LA-1603773	[****]	5
LA-1605402	[****]	6
LA-1700919	[****]	7
LA-1801206	[****]	9
LA-2002704	[****]	11
LA-2002743	[****]	11
LA-2003342	[****]	11
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-13

BOEING PROPRIETARY

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Table 1R8 To

Purchase Agreement No. PA-03735

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

Airframe Model/MTOW 737-8 [****] pounds Detail Specification: [****]

Engine Model/Thrust: CFMLEAP-1B25 [****] pounds Airframe Price Base Year/Escalation Formula: [****] [****]

Airframe Price: $[****] Engine Price Base Year/Escalation Formula:

Optional Features: $[****]

Sub-Total of Airframe and Features: $[****] Airframe Escalation Data:

Engine Price (Per Aircraft): $[****] Base Year Index (ECI): [****]

Aircraft Basic Price (Excluding BFE/SPE): $[****] Base Year Index (CPI): [****]

Buyer Furnished Equipment (BFE) Estimate: $[****]

Seller Purchased Equipment (SPE) Estimate: $[****]

LIFT Seats Provided by Boeing (Estimate): $[****]

Deposit per Aircraft: $[****]

Delivery Date

Number of
Aircraft

Manufacturer
Serial Number

Nominal Delivery
Month

Escalation Estimate
Adv Payment Base
Price Per A/P

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

At Signing [****]

[****]

Total

[****]

[****]-2017

[****]

44459

N/A

$[****]

[****]

[****]-2017

[****]

44463

N/A

$[****]

[****]-2017

[****]

44465

N/A

$[****]

[****]-2017

[****]

44446

N/A

$[****]

[****]-2018

[****]

44447

N/A

$[****]

[****]-2018

[****]

44451

N/A

$[****]

[****]-2018

[****]

44448

N/A

$[****]

[****]-2018

[****]

44449

N/A

$[****]

[****]-2018

[****]

44455

N/A

$[****]

[****]-2018

[****]

44450

N/A

$[****]

SA-15

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Table 1R8 To

Purchase Agreement No. PA-03735

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

Delivery Date

Number of
Aircraft

Manufacturer
Serial Number

Nominal Delivery
Month

Escalation Estimate
Adv Payment Base
Price Per A/P

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

[****]-2018

[****]

44452

N/A

$[****]

[****]-2018

[****]

44453

N/A

$[****]

[****]-2018

[****]

44454

N/A

$[****]

[****]-2018

[****]

44456

N/A

$[****]

[****]-2018

[****]

44457

N/A

$[****]

[****]-2018

[****]

44458

N/A

$[****]

[****]-2018

[****]

44460

N/A

$[****]

[****]-2018

[****]

44461

N/A

$[****]

[****]-2018

[****]

44462

N/A

$[****]

[****]-2018

[****]

44464

N/A

$[****]

[****]-2019

[****]

44466

N/A

$[****]

[****]-2019

[****]

44467

N/A

$[****]

[****]-2019

[****]

44468

N/A

$[****]

[****]-2019

[****]

44469

N/A

$[****]

[****]-2019

[****]

44471

N/A

$[****]

[****]-2019

[****]

44470

N/A

$[****]

[****]-2019

[****]

44472

N/A

$[****]

[****]-2019

[****]

44473

N/A

$[****]

[****]-2019

[****]

44474

N/A

$[****]

[****]-2019

[****]

44476

N/A

$[****]

[****]-2019

[****]

44475

N/A

$[****]

[****]-2019

[****]

44477

N/A

$[****]

[****]-2019

[****]

44479

N/A

$[****]

SA-15

AAL-PA-03735 108567-1F.txt Boeing Proprietary Page 2

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Table 1R8 To

Purchase Agreement No. PA-03735

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

Delivery Date

Number of
Aircraft

Manufacturer
Serial Number

Nominal Delivery
Month

Escalation Estimate
Adv Payment Base
Price Per A/P

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

[****]-2019

[****]

44478

N/A

$[****]

[****]-2019

[****]

44481

N/A

$[****]

[****]-2019

[****]

44480

N/A

$[****]

[****]-2019

[****]

44482

N/A

$[****]

[****]-2019

[****]

44483

N/A

$[****]

[****]-2019

44484

N/A

$[****]

[****]-2019

44485

N/A

$[****]

[****]-2020

N/A

$[****]

[****]-2020

N/A

$[****]

[****]-2020

N/A

$[****]

[****]-2020

N/A

$[****]

[****]-2020

N/A

$[****]

[****]-2020

N/A

$[****]

[****]-2021

N/A

$[****]

[****]-2021

$[****]

[****]-2021

Yes

$[****]

[****]-2021

Yes

$[****]

[****]-2021

Yes

$[****]

SA-15

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Table 1R8 To

Purchase Agreement No. PA-03735

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

Delivery Date

Number of
Aircraft

Manufacturer
Serial Number

Nominal Delivery
Month

Escalation Estimate
Adv Payment Base
Price Per A/P

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

[****]-2021

Yes

$[****]

[****]-2021

Yes

$[****]

[****]-2021

Yes

$[****]

[****]-2021

Yes

$[****]

[****]-2021

$[****]

Total 56

SA-15

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

Table 1-3R2 To

Purchase Agreement No. PA-03735

[****] Aircraft Delivery, Description, Price and Advance Payments

Airframe Model/MTOW: 737-8

[****] pounds

Detail Specification:

[****]

Engine Model/Thrust: CFMLEAP-1B25

[****] pounds

Airframe Price Base Year/Escalation Formula:

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

Airframe Price:

$[****]

Engine Price Base Year/Escalation Formula:

Optional Features:

$[****]

Sub-Total of Airframe and Features:

$[****]

Airframe Escalation Data:

Engine Price (Per Aircraft):

$[****]

Base Year Index (ECI):

[****]

Aircraft Basic Price (Excluding BFE/SPE):

$[****]

Base Year Index (CPI):

[****]

Buyer Furnished Equipment (BFE) Estimate:

$[****]

Seller Purchased Equipment (SPE) Estimate:

$[****]

LIFT Seats Provided by Boeing (Estimate):

$[****]

Deposit per Aircraft:

$[****]

Delivery Date

Number of Aircraft

Escalation
Factor
(Airframe)

Manufacturer Serial Number

Nominal
Delivery Month

Escalation Estimate
Adv Payment Base
Price Per A/P

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

At Signing [****]

[****]

Total

[****]

[****]-2023

[****]

N/A

$[****]

[****]-2023

[****]

N/A

$[****]

[****]-2023

[****]

N/A

$[****]

[****]-2023

[****]

N/A

$[****]

Total 4

SA-15

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