ex10138p.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-AKP-071R1 Page 5


        

      

    


    6-1162-AKP-071R1

    


    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport, Texas  75261-9616

    


    


    Subject:                                Purchase
Obligations

    


    
      	
              Reference:

            	
              Purchase
      Agreement Nos. 1977, 1978, 1979, 1980, and 3219 (collectively, the
      Purchase Agreements) between The Boeing Company  and American
      Airlines, Inc. relating to Model 737, 757, 767, 777, and 787 aircraft,
      respectively

            


    

    


    


    This
letter agreement (Letter Agreement) is entered into on the date below, and
amends and supplements each Purchase Agreement. This Letter Agreement further
evidences and documents Customer’s commitment, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


    1.           Definitions.

    


    Terms used herein and not defined in
this Letter Agreement have the meanings set forth in the Purchase Agreements.
The following terms, when used in capitalized form, have the following
meanings:

    


    “Boeing Aircraft” means any aircraft
within the MTOW Range manufactured by Boeing.

    


    “Boeing Affiliate Aircraft” means any
aircraft within the MTOW Range manufactured by an Affiliate of Boeing such as
McDonnell Douglas Corporation or its successors.

    


    “Existing Customer Aircraft” means any
Boeing Aircraft, Boeing Affiliate Aircraft or Non-Boeing Aircraft, which is
owned, leased or operated by Customer on the date of this Letter
Agreement.

    


    “Non-Boeing Aircraft” means any
aircraft within the MTOW Range that is neither a Boeing Aircraft nor a Boeing
Affiliate Aircraft.

    


    


    


    


    2.           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE

    COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


    Boeing and Customer agree that, except
as provided in this Letter Agreement, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


    3.           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE

    COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


    Nothing in this Letter Agreement shall
preclude Customer from:

    


    3.1           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY

    WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


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

    


    3.2           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY

    WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


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

    


    



    
      
        
          P.A. Nos.
1977, 1978, 1979, 1980, and 3219

        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-AKP-071R1 Page 5


        

      

    


    3.3                  [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY

    WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


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

    


    3.4           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY

    WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


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

    


    3.5           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY

    WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


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

    


    3.6           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY

    WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


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

    



    
      
        
          P.A. Nos.
1977, 1978, 1979, 1980, and 3219

          Purchase
Obligations

          BOEING
PROPRIETARY

        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-AKP-071R1 Page 5


        

      

    


    3.7                  [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY

    WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


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

    


    3.8           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY

    WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


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

    


    4.           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE

    COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


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

    


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

    


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

    



    
      
        
          P.A. Nos.
1977, 1978, 1979, 1980, and 3219

          Purchase
Obligations

          BOEING
PROPRIETARY

        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-AKP-071R1 Page 5


        

      

    


    5.           Confidential
Treatment.

    


    Customer and Boeing understand that
certain commercial and financial information contained in this Letter Agreement
are considered by Boeing and Customer as confidential. Customer and Boeing agree
that each will treat this Letter Agreement and the information contained herein
as confidential and will not, without the prior written consent of the other,
disclose this Letter Agreement or any information contained herein to any other
person or entity, except as provided in this Letter Agreement or in the Purchase
Agreements.

    


    


    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. Nos.
1977, 1978, 1979, 1980, and 3219

          Purchase
Obligations

          BOEING
PROPRIETARY