ex10138aj.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-TRW-0673
Page 6

        

      

    


    6-1162-TRW-0673

    


    


    American
Airlines, Inc.

    P. O. Box
619616

    Dallas/Ft.
Worth Airport, Texas 75261-9616

    


    


    
      	
              Subject:

            	
              Confidentiality

            


    

    


    
      	
              Reference:

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

            


    

    


    


    This
letter agreement (Letter Agreement) is entered into on the date below and amends
and supplements the Purchase Agreement referenced above. All capitalized terms
used herein but not otherwise defined in this Letter Agreement shall have the
same meanings assigned thereto in Exhibit C to the Purchase Agreement or
elsewhere in such Purchase Agreement.

    


    1.           Confidentiality
Obligation.

    


    1.1           Except
as otherwise provided in this Letter Agreement, each party shall, and shall
ensure that its directors, officers, employees, Affiliates, agents, suppliers,
subcontractors and professional advisors (collectively, Representatives), at all
times, maintain strict confidence and secrecy in respect of all Confidential
Information (as defined below). Each party agrees to disclose Confidential
Information only to such of its Representatives as is required for the purpose
of implementing and administering the Purchase Agreement, and shall inform such
Representatives of the confidential nature of the Confidential Information and
instruct (and use best reasonable efforts to cause) such Representatives to
treat such Confidential Information in a manner consistent with this Section
1.

    


    1.2           Neither
party shall use the Confidential Information for any purpose (including any
competitive or commercial purpose) other than in connection with the Purchase
Agreement and for purposes of consummating the transactions contemplated
thereby.

    


    2.           Definition of Confidential
Information.

    


    2.1           Subject
to the provisions of Section 2.2, "Confidential Information" means:

    


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

    


    2.1.2           [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]

            


    

    


    2.1.3                      [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];

            


    

    
      	
               
      

            	
              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];

    e)    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

             PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    f)    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

             PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    g)    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

             PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    h)   [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]

            


    

    j)      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE

              COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    k)    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

             PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    l)    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

            PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    m)  [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

            PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    n)    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

             PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    o)   [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

                  PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    p)   [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

           PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    q)   [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

            PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

         r)    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

                   PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT];

    
      	
              s)  

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

            


    

    
      	
               
      

            	
              t)

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

            


    

    
      	
               
      

            	
              u)

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

            


    

    
      	
               
      

            	
              v)

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

            


    

    
      	
               
      

            	
              w)

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

            


    

    
      	
               
      

            	
              x)

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

            


    

    
      	
               
      

            	
              y)

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

            


    

    
      	
               
      

            	
              z)

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

            


    

    
      	
               
      

            	
              aa)

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

            


    

    
      	
               
      

            	
              bb)

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

            


    

    


    2.2           The
following shall not constitute "Confidential Information" for purposes of this
Letter Agreement:

    


    2.2.1                      Information
(other than the terms and conditions of the Pre-Closing Letters and the Business
Letters) already in a party's possession prior to its disclosure by the other
party as evidenced by the written or electronic records of such
party;

    


    2.2.2                      Information
obtained from a third person or entity that is not prohibited from disclosing
such information to the receiving party as a result of a contractual, legal or
fiduciary obligation to the party whose information is being
disclosed;

    


    2.2.3                      Information
that is or becomes generally available to the public, other than as a result of
disclosure by a party in violation of this Letter Agreement; or

    


    2.2.4                      Information
that has been or is independently developed by a party or its Affiliates,
without violating such party’s obligations under this Letter
Agreement.

    


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

    


    3.           Disclosure.

    


    3.1           [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]:

    


    (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]

    
      	
               
      

            	
              .

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    
      	
               
      

            	
              .

            


    

    


    3.2             Either
party may disclose Confidential Information without the consent of the other
party when and to the extent required by any law applicable to such party or by
a Governmental Authority. If a party (the "Disclosing Party") is requested to
disclose any Confidential Information of the other party (the "Affected Party")
under the terms of a subpoena or order issued by a Governmental Authority, it
shall (i) notify the Affected Party immediately of the existence, terms and
circumstances surrounding such request, (ii) consult with the Affected Party on
the advisability of taking legally available steps to resist or narrow such
request, and (iii) if any disclosure of Confidential Information is required to
prevent the Disclosing Party from being held in contempt or subject to other
legal penalty, furnish only such portion of the Confidential Information as it
is legally compelled to disclose and, at the request of the Affected Party, use
commercially reasonable efforts to assist the Affected Party in obtaining an
order or other reliable assurance that confidential treatment shall be accorded
to the disclosed Confidential Information; and

    


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

    


    3.4           In
addition to disclosures of Confidential Information permitted by this Letter
Agreement, either party may disclose Confidential Information as and to the
extent explicitly provided for in the Purchase Agreement.

    


    4.           Remedies.

    


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

    


    


    


    


    


    


    


    


    5.           Conflicts.

    


    Subject to Section 2.3, to the extent
of any conflict or inconsistency between the provisions of this Letter Agreement
and any provisions regarding confidentiality of information set forth in the
Purchase Agreements, the provisions of this Letter Agreement shall, to the
extent of such conflict or inconsistency, control.

    


    6.           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 Agreement.

    


    


    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

          Confidentiality

          BOEING
PROPRIETARY