ex10138z.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-CLO-1047  Page
3

        

      

    


    6-1162-CLO-1047

    


    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport

    Texas
75261-9616

    


    


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

    


    


    
      	
              Reference:

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

            


    

    


    


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

    


    


    
      	
              1.  

            	
              [CONFIDENTIAL
      PORTION OMITTED AND FILED

            


    

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

    


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

    


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

    


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

    


    


    


    


     

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

     

    


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

    


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

    


    


    2.           Assignment.

    


    Notwithstanding any other provisions of
the Purchase Agreement, the rights and obligations described in this Letter
Agreement are provided to Customer in consideration of Customer becoming the
operator of the Aircraft and cannot be assigned, in whole or in part, without
the prior written consent of Boeing.

    



    
      
        
          P.A. No.
3219

          Reduced
Advance Payment Schedule Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-CLO-1047  Page
3

        

      

    


    


    3.           Confidential
Treatment.

    


    The information contained herein
represents confidential business information and has value precisely because it
is not available generally or to other parties.  Customer will limit
the disclosure of its contents to employees of Customer with a need to know the
contents for purposes of helping Customer perform its obligations under the
Purchase Agreement and who understand they are not to disclose its contents to
any other person or entity without the prior written consent of
Boeing.

    


    


    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

          Reduced
Advance Payment Schedule Rev.: 04/03/08

          BOEING
PROPRIETARY