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          American
Airlines, Inc.

           

          3219-02    Page
2

           

        

      

    


    3219-02

    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport, Texas 75261-9616

    


    


    


    Subject:                      Special
Terms - Seats and In-flight Entertainment

    


    


    
      	
              Reference:

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

            


    

    


    


    


    This
letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement.  All capitalized terms used but not defined in this Letter
Agreement shall have the same meaning as defined in the Purchase
Agreement.

    


    1.Definitions.

    


    1.1           “Covered Seats” shall
mean those seats which are not otherwise identified in Exhibit A to the
Purchase Agreement as Buyer Furnished Equipment.

    


    1.2           “In-flight Entertainment
(IFE) System” shall mean the IFE identified in the Detail
Specification of the Aircraft, inclusive of the IFE software which is required
to test and certify the IFE system on the Aircraft, but exclusive of IFE
Customer Software. 

    


    1.3           “IFE Customer Software” shall
mean any software which is obtained by the Customer from a source other
than Boeing for installation in the IFE System.

    


    
      	
              2.

            	
              Applicability of the
      Provisions of Supplemental Exhibit CS1 to the Purchase
      Agreement.

            


    

    


    2.1           Notwithstanding
the provisions of Article 7.3 of Part 3 of Supplemental Exhibit CS1 to the
Purchase Agreement, [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]

    


    2.2           Customer
is hereby advised that the revision service for Materials does not include
changes applicable to the Covered Seats and IFE System.

    


    


    


    3.           Applicability of the
Provisions of Exhibit C to the AGTA.

    


    In lieu of the provisions of Part 4 of
Exhibit C to the AGTA, the following warranty and patent and copyright
indemnities will apply to Covered Seats and the IFE System:

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

    


    4.           IFE Customer
Software.

    


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

    


    


    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 70820

          Special
Terms - Seats and In-flight Entertainment 

          BOEING
PROPRIETARY