ex10138ac.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


          
            American
Airlines, Inc.

            6-1162-TRW-0664
Page 

            


          

        

      


      6-1162-TRW-0664

      


      


      American
Airlines, Inc.

      P.O. Box
619616

      Dallas/Ft.
Worth Airport, Texas 75261-9616

      


      


      Subject:                      Aircraft
Purchase Rights and Substitution Rights

      


      
        	
                Reference:

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

              


      

      


      


      This letter agreement (“Letter Agreement”) is
entered into on the date below, and constitutes a part of the Purchase
Agreement, as the same may hereafter be amended, modified or supplemented and
including, without limitation, as part thereof the exhibits, appendices,
schedules, attachments and letter agreements thereto.

      


      [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].

      


      1.           Definitions.                                Capitalized
terms used herein and not defined pursuant to this Letter Agreement have the
meanings set forth in the  Purchase Agreement. The following terms,
when used in capitalized form, have the following meanings:

      


      “Applicable Delivery
Month” means: (a) with respect to each Firm Aircraft, the Scheduled
Delivery Month for such aircraft; (b) with respect to each Rights

      Aircraft
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].; (c) with respect to each
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].and specified to Customer pursuant to
Section 4.2
hereof; and (d) with respect to each [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].specified therefor (or such other month in which a Delivery Position
has been reserved for such aircraft in accordance with the procedures set forth
in Section
4.3).

      


      “Applicable Purchase
Agreement” means: (a) when used with respect to any Rights Aircraft or
Substitute Aircraft that is a model 787-923, the  Purchase Agreement;
(b) when used with respect to any Rights Aircraft or Substitute Aircraft that is
a model 787-823 or model 787-323, the purchase agreement executed and delivered
pursuant to Section
8.2 hereof in connection with Customer's first purchase (if any) of such
model, as such purchase agreement may be supplemented, amended or
modified;

      


                 “Available Position”
means any Delivery Position that is available in Boeing's judgment for the
delivery of a Rights Aircraft to Customer in connection with the exercise of a
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].

      


      “Available Introduction
Position” means an Introduction Position that is available in Boeing's
judgment for the delivery of a Rights Aircraft or Substitute Aircraft (as the
case may be) with an interior configuration not previously certified by the
FAA.

      


      “Business Day” means
Monday through Friday, except for federal or state holidays.

      


      “Committed Month”
means the month reserved by Boeing and set forth in Attachment A hereto
for delivery of each [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

      


      “Delivery Position”
means that portion of the production rate that is or may from time to time be
allocated by Boeing or its Affiliate for the manufacture of a model 787 aircraft
(or any Derivative or Successor) and delivery of such aircraft in a specified
month.

      


      “Derivative” means any
airframe model that is a derivative of the model 787 (other than a model 787-8
or model 787-3) that is developed by Boeing or an Affiliate of Boeing subsequent
to the date hereof.

      


      “Eligible Model” means
all or any combination thereof, as the context requires, of the following listed
airframe model types, in each case manufactured in accordance with the
applicable Detail Specification identified on Attachment C hereto,
as such Detail Specification may be modified from time to time in accordance
with Article 4 of the AGTA or as otherwise mutually agreed to by Boeing and
Customer:

      


      (a)           at
any time, the Boeing model 787-923;

      


      
        	
                 
      

              	
                (b)

              	
                in
      the case of the Boeing model 787-823 or 787-323, such model will be an
      Eligible Model:

              


      

      


      
        	
                 
      

              	
                (i)

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

              


      

      


      
        	
                 
      

              	
                (ii)

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

              


      

      


      
        	
                 
      

              	
                (c)

              	
                any
      Derivative or Successor Model from and after such time as it is deemed to
      be an Eligible Model in accordance with the provisions of Section 9
      hereof.

              


      

      


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

      


      “Firm Advance
Payments” has the meaning set forth in Section 5.3
hereof.

      


      “Firm Aircraft” means:
(a) the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].identified as of the date
hereof on Table 1 to the 787-923 Purchase Agreement; and (b) any aircraft
incorporated after the date hereof in an Applicable Purchase Agreement pursuant
to Section 8
hereof.

      


      “Introduction
Position” means each Delivery Position for an Aircraft with an interior
configuration not previously certified by the FAA that is designated by Boeing
in the ordinary course of business as a customer introduction production
position.

      


      “Launch Program” means
a program initiated by Boeing to design, manufacture and obtain FAA type
certification for a new model type of aircraft (e.g., Model B797), or a new
sub-model type of aircraft (e.g., Model 787-10). A Launch Program may require
that certain conditions be met by customers ordering aircraft subject to the
Launch Program, which may include but not be limited to: (i) minimum number of
customers; (ii) engine availability; (iii) use of customers’ aircraft for
certification and development purposes; (iv) additional restrictions on optional
features available; and (v) restrictions on the availability of Delivery
Positions for aircraft purchased pursuant to the exercise of certain purchase
rights. Such conditions will no longer be applicable upon completion of the
Launch Program.

      


      “[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]” as designated in Attachment A hereto,
provided that if any such date is not a Business Day, then such [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].shall be the next succeeding Business
Day.

      


      “[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].” has the meaning set forth in Section 4.1
hereof.

      


      “[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].” has the meaning set forth in Section 2
hereof.

      


      “Modified Exercise
Notice” means a notice delivered by Customer pursuant to Section 4.3(b)
hereof.

      


      “Proposal Deposit”
means, with respect to each Eligible Model, that amount designated in Attachment C hereto
as the “[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]” for such model.

      


      “Purchase Agreement
Supplement” means any supplement to an Applicable Purchase Agreement,
substantially in the form of Attachment D hereto
or otherwise in form and substance reasonably satisfactory to Boeing and
Customer, from time to time executed and delivered pursuant to Section
8.1.

      


      “Purchase Rights”
means, collectively, the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].granted
pursuant hereto.

      


      “[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]” means the “Rights Aircraft Exercise Lead Time Exercise Date” as
designated in Attachment B hereto,
provided that if any such date is not a Business Day, then such [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].shall be the next succeeding Business
Day.

      


      “[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]” has the meaning set forth in Section 4.2
hereof.

      


      “[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]” has the meaning set forth in Section 2
hereof.

      


      “Requested Delivery
Month” means such month(s) in which Customer desires delivery of a Rights
Aircraft subject to a[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], as specified by
Customer in a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]..

      


      “Rights Aircraft”
[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]” has the meaning set forth in Section 4.3
hereof.

      


      “[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]” has the meaning set forth in Section 2
hereof.

      


      “Substitute Aircraft”
means any aircraft which Customer has designated, pursuant to Section 5.1 hereof,
to be delivered in lieu of a Firm Aircraft.

      


      “Substitution Notice”
has the meaning set forth in Section 5.1
hereof.

      


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

      


      “Then Current Engine
Price” means the Engine Price of Rights Aircraft or Substitute Aircraft
set by the Engine Supplier as of the date of execution of a Purchase Agreement
Supplement entered into by Boeing and Customer.

      


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

      


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

      


      3.           Information.

      


      3.1           [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].

      


      3.3           Concurrently
with the disclosure by Boeing or any Affiliate of Boeing to any other customer
or potential customer of plans to study the development of a Derivative or a
Successor Model, Boeing will make available to Customer information, in
reasonable detail, regarding such Derivative or Successor Model, including, but
not limited to, the product development activities and schedule with respect
thereto.

      


      3.4           Boeing
will inform Customer of, and offer Customer the opportunity to participate in,
any airline working group or other forum sponsored by Boeing for the purpose of
soliciting the input of potential customers in connection with the development
of any Derivative or any Successor Model.

      


      3.5           [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].

      


      


      


      4.           Exercise of Purchase
Rights.

      


      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].:

      


      
        	
                 
      

              	
                (a)

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

              


      

      


      
        	
                 
      

              	
                (b)

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

              


      

      


      
        	
                 
      

              	
                (i)

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

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                [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].

      


      


      4.4           [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].

      


      
        	
                 
      

              	 


      

      5.           Substitution
Right.

      


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

      


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

      


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


      
        
          
            PA No.
3219

            Aircraft
Purchase Rights and Substitution Rights

            BOEING
PROPRIETARY

          

           


        

        
           


          
            

          

        

        
           


          
            American
Airlines, Inc.

            6-1162-TRW-0664
Page 

            


          

        

      


      6.           Aircraft Price and Credit
Memoranda.

      


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

      


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

      


      6.3           [CONFIDENTIAL
PORTION OMITTED AND FILED

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

      


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

      


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

      


      6.4.           [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].

      


      


      7.           Payments.

      


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

      


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

      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      8.           Forms of
Agreement.

      


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

      


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

      


      
        	
                 
      

              	
                (a)

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

              


      

      


      
        	
                 
      

              	
                (b)

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

              


      

      


      
        	
                 
      

              	
                (c)

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

              


      

      


      
        	
                 
      

              	
                (d)

              	
                [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].

      


      


      


      


      


      


      


      


      


      


      


      


      


      9.           Derivative
and Successor Models.  If prior to the
Expiration Date Boeing and Customer agree upon terms and conditions (including,
without limitation, any applicable launch program conditions) for the purchase
of a Derivative or Successor Model pursuant to Letter Agreement 6-1162-AKP-072R2
as may be amended from time to time, such Derivative or Successor Model shall be
deemed to be an Eligible Model hereunder, and Customer shall be entitled,
subject to the terms hereof, to exercise any Purchase Right for the purchase of
such Derivative or Successor Model and/or to exercise its right of substitution
to have such Derivative or Successor Model delivered in lieu of any Firm
Aircraft.

      


      10.           Production
Capacity Assurances.  If Customer has
exercised all of the MADP Rights and QADP Rights granted hereby and desires to
purchase a sufficient number of Rights Aircraft that would, in Boeing's
reasonable judgment, economically justify an increase in the production rate for
the model type of aircraft Customer desires to purchase, Boeing shall use its
best reasonable efforts to increase the production rate for such
aircraft.

      


      11.           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].  Notwithstanding anything in this Letter
Agreement, Customer’s [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      12.           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 Applicable Purchase Agreements.

      


      Very
truly yours,

      


      THE
BOEING COMPANY

      


      


      By                                          

      


      Its     Attorney-In-Fact              

      


      


      ACCEPTED
AND AGREED TO this

      


      ____ day
of                               ,
2008

      


      AMERICAN
AIRLINES, INC.

      


      By                                          

      


      Its                                           

      


      


      Attachment
A:                                Information
regarding MADP Rights

      Attachment
B:                                Information
regarding QADP Rights

      Attachment
C:                                Description
and Price for Eligible Models

      Attachment
D:                                Form
of Purchase Agreement Supplement

      Attachment
E:                                Letter
Agreements


      
        
          
            PA No.
3219

            Aircraft
Purchase Rights and Substitution Rights

            BOEING
PROPRIETARY

          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
A to Letter Agreement 6-1162-TRW-0664

      MADP
Option

      Rights
Aircraft Exercise Lead Time Exercise Date

      


      


      


      


      


      


      


      


      


      


      


      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
3219 Page 1 of 1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
B to Letter Agreement 6-1162-TRW-0664

      QADP
Option

      Rights
Aircraft Exercise Lead Time Exercise Date

      


      


      


      


      


      


      


      


      


      


      


      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
3219 Page 1 of 1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
C to Letter Agreement 6-1162-TRW-0664

      Rights
Aircraft Delivery, Description, Price and Advance Payments

      


      


      


      


      


      


      


      


      


      


      


      


      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      AAL

      48980-1O.TXT Page
1


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
C to Letter Agreement 6-1162-TRW-0664

      Rights
Aircraft Delivery, Description, Price and Advance Payments

      


      


      


      


      


      


      


      


      


      


      


      


      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      AAL

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      Attachment
C to Letter Agreement 6-1162-TRW-0664

      Rights
Aircraft Delivery, Description, Price and Advance Payments

      


      


      


      


      


      


      


      


      


      


      


      


      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      AAL

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      Attachment
C to Letter Agreement 6-1162-0664

      Rights
Aircraft Delivery, Description, Price and Advance Payments

      


      


      


      


      


      


      


      


      


      


      


      


      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      AAL

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      Attachment
C to Letter Agreement 6-1162-0664

      Rights
Aircraft Delivery, Description, Price and Advance Payments

      


      


      


      


      


      


      


      


      


      


      


      


      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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      Attachment
C to Letter Agreement 6-1162-0664

      Rights
Aircraft Delivery, Description, Price and Advance Payments

      


      


      


      


      


      


      


      


      


      


      


      


      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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            Attachment
D to

            6-1162-TRW-0664

            


          

        

      


      PURCHASE
AGREEMENT SUPPLEMENT NO. [___]

      


      PURCHASE AGREEMENT SUPPLEMENT NO. 3219,
dated [__________, ____], between The Boeing Company (“Boeing”) and American
Airlines, Inc. (“Customer”).

      


      R E C I T A L S:

      


      A.           Boeing
and Customer have heretofore entered into (i) that certain Purchase Agreement
No. 3219, dated [__________], 2007 (capitalized terms used herein without
definition shall have the meanings specified therefor in such Purchase
Agreement), and (ii) that certain Letter Agreement 6-1162-TRW-0664 (the “Rights
Letter”), providing for the execution and delivery from time to time of Purchase
Agreement Supplements, each substantially in the form hereof, for the purpose of
subjecting Rights Aircraft and Substitute Aircraft to the Purchase Agreement as
and when purchased by Customer in accordance with the terms of the Rights
Letter.

      


      B.           Customer
has exercised its right under the Rights Letter to purchase the aircraft
described below pursuant to the terms and conditions of the Purchase Agreement
as supplemented by this Purchase Agreement Supplement.

      


      In consideration of the foregoing
premises and other good and sufficient consideration, Boeing and Customer hereby
agree as follows:

      


      1.           Aircraft
Description.  Boeing will
manufacture and sell to Customer, and Customer will purchase, the aircraft
described in Table 1-[__] attached hereto and made a part hereof.

      


      2.           Delivery
Schedule.  The Scheduled
Delivery Month of each aircraft is set forth in Table 1-[__].

      


      3.           Price.  The Aircraft
Basic Price and each component thereof and the Advance Payment Base Price for
the aircraft are set forth in Table 1-[__].

      


      4.           Payment.

      


      4.1           Boeing
acknowledges receipt of a Deposit in the amount of [$_________] for each
aircraft.

      


      4.2           Customer
will make advance payments to Boeing in the amount of [____%] of the Advance
Payment Base Price of each aircraft, beginning with a payment of [__%], less the
Deposit, on the date of this Purchase Agreement Supplement for each
aircraft.  Additional payments for each aircraft are due on the first
Business Day of the months and in the amounts listed in Table
1-[__].

      


      4.3           For
any aircraft described on Table 1-[___] having a Scheduled Delivery Month less
than twenty-four (24) months from the date of this Purchase Agreement
Supplement, the total amount of advance payments due upon the date of this
Purchase Agreement Supplement will include all advance payments that are or were
due on or before such date in accordance with the advance payment schedule set
forth in Table 1-[___].

      


      5.           Purchase
Agreement.  All of the terms
and provisions of the Purchase Agreement are hereby incorporated by reference in
this Purchase Agreement Supplement to the same extent as if fully set forth
herein; and each reference therein to “Aircraft” shall be deemed to include the
aircraft described in Table 1-[__] attached hereto.

      


      IN WITNESS WHEREOF, Boeing and Customer
have each caused this Purchase Agreement Supplement No. [____] to be duly
executed as of the day and year first above written.

      


      


      THE
BOEING COMPANY

      


      


      By:_____________________________

      


      Name:__________________________

      


      Title:___________________________                                                                                                                     

      


      


      AMERICAN
AIRLINES, INC.

      


      By:_____________________________

      


      Name:__________________________

      


      


      Title:___________________________                                                                                                                     

      



      
        
          
            PA No.
3219                                                                                                                                
Page 

            Aircraft
Purchase Rights and Substitution Rights

            BOEING
PROPRIETARY

          

           


        

        
           


          
            

          

        

        
           


          
            Attachment
E to

            6-1162-TRW-0664

            


          

        

      


      


      


      


      The following letter agreements, as may
be amended from time to time, between Boeing and Customer will be expressly
incorporated by reference in any purchase agreement executed and delivered by
the parties pursuant to Section 8.2 of this
Letter Agreement:

      


      Letter Agreement
No.                                                      Subject

      


      
        	
                6-1162-TRW-0670

              	
                Miscellaneous
      Commitments for Model 787

              


      

      


      6-1162-AKP-071R1                                                      Purchase
Obligations

      


      
        	
                6-1162-AKP-072R2

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

              


      

      


      6-1162-AKP-073R1                                                      Accident
Claims and Litigation

      


      6-1162-TRW-0674                                                      Business
Considerations

      


      
        	
                 
      

              	
                3219-05

              	
                Spares
      Commitments

              


      

      


      
        	
                6-1162-TRW-0673

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

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
          
            PA No.
3219

            Aircraft
Purchase Rights and Substitution Rights

            BOEING
PROPRIETARY