ex10138n.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          3219-06

          Page
6

        

      

    


    3219-06

    


    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport

    Texas
75261-9616

    


    


    


    


    Subject:                      Spare
Parts Initial Provisioning

    


    
      	
              Reference:

            	
              a)

            	
              Purchase
      Agreement No. 3219 (the Purchase Agreement) between The Boeing Company
      (Boeing) and American Airlines, Inc. (Customer) relating to
      Model 787-923 aircraft (the
Aircraft)

            


    

    


    
      	
               
      

            	
              b)

            	
              Customer
      Services General Terms Agreement No. 23-1 (CSGTA) between Boeing and
      Customer

            


    

    


    


    This
letter agreement (Letter Agreement) is entered into on the date below and amends
and supplements the CSGTA. All capitalized terms used but not defined in this
Letter Agreement have the same meaning as in the CSGTA, except for “Aircraft”
which will have the meaning as defined in the Purchase Agreement.

    


    In order
to define the process by which Boeing and Customer will (i) identify those Spare
Parts and Standards critical to Customer’s successful introduction of the
Aircraft into service and its continued operation, (ii) place Orders under the
provisions of the CSGTA as supplemented by the provisions of this Letter
Agreement for those Spare Parts and Standards, and (iii) manage the return of
certain of those Spare Parts which Customer does not use, the parties agree as
follows.

    


    1.           Definitions.

    


    “Provisioning Data” means the
documentation provided by Boeing to Customer, including but not limited to the
Recommended Spare Parts List (RSPL), identifying all Boeing initial provisioning
requirements for the Aircraft.

    


    “Provisioning Items” means the
Spare Parts and Standards identified by Boeing as initial provisioning
requirements in support of the Aircraft, excluding special tools, ground support
equipment (GSE), engines and engine parts.

    


    


    


    “Provisioning Products Guide”
means the Boeing Manual D6-81834 entitled “Spares Provisioning Products
Guide”.

    


    2.           Phased
Provisioning.

     

    2.1           Provisioning Products
Guide.  Prior to the initial provisioning meeting Boeing will
furnish to Customer a copy of the Provisioning Products Guide.

    


    2.2           Initial Provisioning
Meeting.  On or about twelve (12) months prior to delivery of
the first Aircraft the parties will conduct an initial provisioning meeting
where the procedures, schedules, and requirements for training will be
established to accomplish phased provisioning of Spare Parts and Standards for
the Aircraft in accordance with the Provisioning Products Guide. If the lead
time from execution of the Purchase Agreement until delivery of the first
Aircraft is less than twelve (12) months, the initial provisioning meeting will
be established as soon as reasonably possible after execution of the Purchase
Agreement.

    


    2.3           Provisioning
Data.  During the initial provisioning meeting Customer will
provide to Boeing the operational parameter information described in Chapter 6
of the Provisioning Products Guide. After review and acceptance by Boeing of
such Customer information, Boeing will prepare the Provisioning Data. Such
Provisioning Data will be furnished to Customer on or about [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].after Boeing finalizes the engineering drawings for
the Aircraft. The Provisioning Data will be as complete as possible and will
cover Provisioning Items selected by Boeing for review by Customer for initial
provisioning of Spare Parts and Standards for the Aircraft. Boeing will furnish
to Customer revisions to the Provisioning Data until [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

    


    2.4           Buyer Furnished Equipment
(BFE) Provisioning Data. Unless otherwise advised by Boeing, Customer
will provide or insure its BFE suppliers provide to Boeing the BFE data in scope
and format acceptable to Boeing, in accordance with the schedule established
during the initial provisioning meeting.

    


    3.           Purchase from Boeing of
Spare Parts and Standards as Initial Provisioning for the
Aircraft.

    


    3.1           Schedule.  In
accordance with schedules established during the initial provisioning meeting,
Customer may place Orders for Provisioning Items and any GSE, special tools, QEC
kits, or engine spare parts, which Customer determines it will initially require
for maintenance, overhaul and servicing of the Aircraft and/or
engines.

    


    


    3.2           Prices of Initial
Provisioning Spare Parts.

    


    3.2.1  Boeing Spare
Parts.  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


    3.2.2  Supplier Spare
Parts.  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


    3.3           Standards Kits, Raw Material
Kits, Bulk Materials Kits and Service Bulletin Kits.  In
accordance with schedules established during the initial provisioning meeting,
Boeing will furnish to Customer a listing of all components, which could be
included in the Standards kits, raw material kits, bulk materials kits and
service bulletin kits, which may be purchased by Customer from Boeing. Customer
will select, and provide to Boeing its desired content for the kits. Boeing will
furnish to Customer as soon as practicable thereafter a statement setting forth
a firm price for such kits. Customer will place Orders with Boeing for the kits
in accordance with schedules established during the initial provisioning
meeting.

    


    4.           Delivery.

    


    For Spare
Parts and Standards ordered by Customer in accordance with Article 3 of this
Letter Agreement, Boeing will, insofar as reasonably possible, deliver to
Customer such Spare Parts and Standards on dates reasonably calculated to
conform to Customer's anticipated needs in view of the scheduled deliveries of
the Aircraft. Customer and Boeing will agree upon the date to begin delivery of
the provisioning Spare Parts and Standards ordered in accordance with this
Letter Agreement. Where appropriate, Boeing will arrange for shipment of such
Spare Parts and Standards which are manufactured by suppliers directly to
Customer from the applicable supplier's facility. The routing and method of
shipment for initial deliveries and all subsequent deliveries of such Spare
Parts and Standards will be as established at the initial provisioning meeting
and thereafter by mutual agreement.

    



    
      
        
          P.A. No.
3219

          Spare_Parts_Initial_ProvisioningRev.:
3/23/05 

          BOEING
PROPRIETARY 

          


          


        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          3219-06

          Page
6

        

      

    


    


    5.           Substitution for Obsolete
Spare Parts.

    


    5.1           Obligation to Substitute
Pre-Delivery.  [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


    5.2           Delivery of Obsolete Spare
Parts and Substitutes.  Obsolete
or unusable Spare Parts returned by Customer pursuant to this Article 5 will be
delivered to Boeing F.O.B. at its Seattle Distribution Center or such other
destination as Boeing may reasonably designate. Spare Parts substituted for such
returned obsolete or unusable Spare Parts will be delivered to Customer in
accordance with the CSGTA. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


    6.           Repurchase of Provisioning
Items.

    


    6.1           Obligation to
Repurchase.  [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


    6.2           Exceptions.  [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    6.3           Notification and
Format.  Customer will notify Boeing, in writing when Customer
desires to return Provisioning Items under the provisions of this Article 6.
Customer's notification will include a detailed summary, in part number
sequence, of the Provisioning Items Customer desires to return. Such summary
will be in the form of listings, tapes, diskettes or other media as may be
mutually agreed between Boeing and Customer and will include part number,
nomenclature, purchase order number, purchase order date and quantity to be
returned. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


    6.4           Review and Acceptance by
Boeing.  Upon completion of Boeing's review of any detailed
summary submitted by Customer pursuant to Article 6.3, Boeing will issue to
Customer a Material Return Authorization (MRA) for those Provisioning Items
Boeing agrees are eligible for repurchase in accordance with this Article 6.
Boeing will advise Customer of the reason that any Provisioning Item included in
Customer's detailed summary is not eligible for return. [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

    


    6.5           Price and Payment.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


    6.6           Delivery of Repurchased
Provisioning Items. Provisioning Items repurchased by Boeing pursuant to
this Article 6 will be delivered to Boeing F.O.B. at its Seattle Distribution
Center or such other destination as Boeing may reasonably
designate.

    


    
      	
               
      

            	
              7.

            	
              Title and Risk of
      Loss.

            


    

    


    Title and
risk of loss of any Spare Parts or Standards delivered to Customer by Boeing in
accordance with this Letter Agreement will pass from Boeing to Customer in
accordance with the applicable provisions of the CSGTA. Title to and risk of
loss of any Spare Parts or Standards returned to Boeing by Customer in
accordance with this Letter Agreement will pass to Boeing upon delivery of such
Spare Parts or Standards to Boeing in accordance with the provisions of Article
5.2 or Article 6.6, herein, as appropriate.


    
      
        
          P.A. No.
3219                                                                                                                     80414
 Rev. 3/23/05

          Spare_Parts_Initial_Provisioning

          BOEING
PROPRIETARY 

          


          


        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          3219-06

          Page
6

        

      

    


    


    
      	
              8.

            	
              Termination for
      Excusable Delay.

            


    

    


    In the
event of termination of the Purchase Agreement pursuant to Article 7 of the AGTA
with respect to any Aircraft, such termination will, [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

    


    9.           Order of
Precedence.

    


    In the event of any inconsistency
between the terms of this Letter Agreement and the terms of any other provisions
of the CSGTA, the terms of this Letter Agreement will control.

    


    Very
truly yours,

    


    THE
BOEING COMPANY

    


    


    By                             

    


    Its    Attorney-In-Fact

    


    


    ACCEPTED
AND AGREED TO this

    


    Date:
                   ,
2008

    


    AMERICAN
AIRLINES, INC.

    


    


    By                             

    


    Its                            


    
      
        
          P.A. No.
3219                                                                                                                     80414
 Rev. 3/23/05

          Spare_Parts_Initial_Provisioning

          BOEING
PROPRIETARY