ex10138c.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
           
Rev. dated 5-5-97


        

      

    


    PURCHASE
AGREEMENT DEFINITIONS

    


    between

    


    THE
BOEING COMPANY

    


    and

    


    AMERICAN
AIRLINES, INC.

    


    


    Exhibit C
to Purchase Agreement Number 3219

    



    
      
        
          P.A.
No. 3219                                                              
C

          BOEING
PROPRIETARY

        

         


      

      
         


        
          

        

      

      
         


      

    


    PURCHASE
AGREEMENT DEFINITIONS

    


    Dated
 __________ ,
2008

    


    relating
to

    


    BOEING
MODEL 787-923 AIRCRAFT

    


    


    


    I.           Definitions.

    


    The
following terms, when used in capitalized form in this Purchase Agreement,
including the AGTA and any exhibits, schedules, attachments, supplements,
amendments and letter agreements to this Purchase Agreement, have the following
meanings:

    


    “Advance Payments”
means the payments made by Customer in advance of delivery with respect of an
Aircraft pursuant to Section 4.2 of the Purchase Agreement.

    


    “Advance Payment Base
Price” has the meaning set forth in Section 2.1.6 of the
AGTA.

    


    “Affiliate”, with
respect to a specified Person, means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, “control” when used
with respect to any specified Person, means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise, and the terms “controlling” and
“controlled”
have meanings correlative to the foregoing.

    


    “AGTA” has the meaning
set forth in the recital of the Aircraft General Terms
Agreement  dated October 31, 1997 between Boeing and
Customer.

    


    “Aircraft” means any
or all, as the context requires, of  the Boeing Model 787-923 aircraft
described in Table 1 to the Purchase Agreement, together with the Engines and
Parts that are incorporated or installed in or attached to such
aircraft.

    


    “Aircraft Basic Price”
has the meaning set forth in Section 2.1.4 of the AGTA.

    


    “Aircraft Software”
has the meaning set forth in Part 1 of the Product Assurance
Document.

    


    “Aircraft Price” has
the meaning set forth in Section 2.1.7 of the AGTA.

    


    “Airframe Escalation
Adjustment Document” has the meaning set forth in Section 2.1.5 of the
AGTA.

    


    “Airframe Price” has
the meaning set forth in Section 2.1.1 of the AGTA.

    


    “ATA” has the meaning
set forth in Section 1 to Part 3 of the Customer Support Document.

    


    “Authorized Agent” has
the meaning set forth in Part 1 of the Product Assurance Document.

    


    “Average Direct Hourly Labor
Rate” has the meaning set forth in Part 1 of the Product Assurance
Document.

    


    “BFE Provisions
Document” means the Buyer Furnished Equipment Provisions Document
attached to the AGTA as Exhibit A.

    


    “Boeing” has the
meaning set forth in the recital of the AGTA.

    


    “Boeing Product” has
the meaning set forth in Part 1 of the Product Assurance Document.

    


    “Buyer Furnished Equipment”
or “BFE” has the meaning set forth in Section 1.2 of the
AGTA.

    


    “Correct” or
“Correction” has the meaning set forth in Part 1 of the Product Assurance
Document.

    


    “Corrected Boeing
Product” has the meaning set forth in Part 1 of the Product Assurance
Document.

    


    “Customer” has the
meaning set forth in the recital of the AGTA.

    


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

    


    “Deposit” means the
deposit made by Customer in respect of an Aircraft pursuant to Section 4.1 of
the Purchase Agreement.

    


    “Detail Specification”
means the Detail Specification identified in Exhibit A to the Purchase
Agreement, as the same is amended from time to time by Boeing and Customer
pursuant to Article 4 of the AGTA.

    


    “Development Changes”
has the meaning set forth in Section 4.2 of the AGTA.

    


    “Direct Labor” has the
meaning set forth in Part 1 of the Product Assurance Document.

    


    “Direct Materials” has
the meaning set forth in Part 1 of the Product Assurance Document.

    


    “Documents” has the
meaning set forth in AGTA-AAL, within the first paragraph of section 1 of Part 3
of Exhibit B to the Customer Support Document.

    


               “Engine” means each of
the two engines installed on the Aircraft and identified on Table 1 to the
Purchase Agreement, together with any and all Parts incorporated or installed in
or attached to each such engine.

    


    “Engine Price” has the
meaning set forth in Section 2.1.3 of the AGTA.

    


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

    


    “Engine Supplier”
means the manufacturer of the Engine.

    


    “Escalation
Adjustment” has the meaning set forth in Section 2.1.5 of the
AGTA.

    


    “Excusable Delay” has
the meaning set forth in Section 7.1 of the AGTA.

    


    “FAA” means the
Federal Aviation Administration of the United States of America and any agency
or instrumentality of the United States government succeeding to its
functions.

    


    “Failed Component” has
the meaning set forth in Section 1 of Part 3 to the Product Assurance
Document.

    


    “Failure” has the
meaning set forth in Section 1 of Part 3 to the Product Assurance
Document.

    


    “Federal Aviation
Regulations” means the regulations promulgated by the FAA from time to
time and any official interpretations thereof.

    


    “Field Services” has
the meaning set forth in Section 1 of Part 2 to the Customer Support
Document.

    


    “Governmental
Authority” means any federal, state, county, local or foreign
governmental entity or municipality or subdivision thereof or any authority,
arbitrator, department, commission, board, bureau, body, agency, court or other
agency or instrumentality thereof.

    


    “Governmental
Regulations” means: (1) the Type Certificate for the Aircraft; (2) any
other certification, license or approval issued or required for the Aircraft by
the FAA or any other Governmental Authority having jurisdiction over Boeing or
the Aircraft; (3) any other law, rule, order or regulation of the United States
Government or any agency or instrumentality thereof, having jurisdiction over
the Aircraft or Boeing; (4) all regulations and official interpretations of the
certification, license, or approval requirements described in (1), (2) and (3)
above; and (5) all airworthiness directives issued by the FAA.

    


    “Interface Problem”
has the meaning set forth in Section 1 of Part 5 of the Product Assurance
Document.

    


    “Manufacturer Change”
has the meaning set forth in Section 3.2.1 of the AGTA.

    


    “Operator Changes” has
the meaning set forth in Section 3.3.1 of the AGTA.

    


    “Optional Features”
means those Parts identified as optional features in the Detail
Specification.

    


    “Optional Features
Prices” has the meaning set forth in Section 2.1.2 of the
AGTA.

    


    “Parts” means any and
all appliances, parts, instruments, appurtenances, accessories, furnishings, and
other equipment or property of whatever nature incorporated or installed in or
attached to an Aircraft upon delivery or otherwise pursuant to the Purchase
Agreement.

    


    “Performance
Guarantees” has the meaning set forth in Section 5.4 of the
AGTA.

    


    “Person” means an
individual, partnership, corporation, business trust, joint stock company,
trust, unincorporated association, joint venture, Governmental Authority or
other entity of whatever nature.

    


    “Policy” has the
meaning set forth in Section 1 of Part 3 of the Product Assurance
Document.

    


    “Product Assurance
Document” means the Product Assurance Document attached to the AGTA as
Exhibit C.

    


    “Proprietary
Information” has the meaning set forth in Section 1 of Part 5 to the
Customer Support Document.

    


    “Proprietary
Materials” has the meaning set forth in Section 1 of Part 5 to the
Customer Support Document.

    


    “Purchase Agreement”
means Purchase Agreement No. 3219, of even date herewith, between Boeing and
Customer for the purchase of the Aircraft, including, without limitation, the
AGTA and any exhibits, schedules, attachments, supplements, amendments and
letter agreements to such Purchase Agreement.

    


    “Scheduled Delivery
Month” means, with respect to an Aircraft, the scheduled month and year
of delivery for such Aircraft as set forth in Section 2 of the Purchase
Agreement.

    


    “Seller Furnished Equipment”
or “SFE” means those Parts incorporated or installed in, or attached to,
the Aircraft by Boeing and designated as “seller furnished
equipment.”

    


    “Seller Purchased Equipment”
or “SPE” means those Parts incorporated or installed in, or attached to,
the Aircraft by Boeing and designated as “seller purchased
equipment.”

    


    “SLP Component” has
the meaning set forth in Section 1 of Part 3 of Product Assurance
Document.

    


    “Standard Airworthiness
Certificate” means a standard airworthiness certificate for transport
category aircraft applicable to an Aircraft issued by the FAA pursuant to Part
21 of the Federal Aviation Regulations (or any successor
regulations).

    


    “Stipulated Rate” has
the meaning set forth in Section 1.3 of Letter Agreement No.
6-1162-TRW-0670.

    


    “Supplier Product” has
the meaning set forth in Part 1 of the Product Assurance Document.

    


    “Suppliers” has the
meaning set forth in Section 1 of Part 4 of the Product Assurance
Document.

    


    “Taxes” has the
meaning set forth in Section 2.2 of the AGTA.

    


    “Type Certificate”
means a type certificate for transport category aircraft issued by the FAA
pursuant to Part 21 of the Federal Aviation Regulations or any successor
regulation.

    “Warranty Inspections”
has the meaning set forth in Part 1 of the Product Assurance
Document.

    


    


    II.           Interpretive
Provisions.

    


    When
reference is made to an article, section, attachment, exhibit, schedule or
supplement of the “AGTA” or a “Purchase Agreement” without further reference to
a particular letter agreement, attachment, exhibit, schedule or supplement
thereto, such reference shall be deemed to be a reference to the main text of
the AGTA or such Purchase Agreement, respectively.


    
      
        
          P.A. No. 3219
                                                               
C- 

          BOEING
PROPRIETARY