ex10138j.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          3219-01   Page
2

        

      

    


    3219-01

    


    


    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)

            


    

    


    Customer
Services General Terms Agreement No. 23-1 (the CSGTA) between Boeing and
Customer, including Supplemental Agreement for Electronic Access (the
“SA-EA”)

    


    


    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].

    


    2.            Boeing
will license and install these Materials on the following
conditions:

    


    
      	
               
      

            	
              (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].

            


    

    


    


    


    


    


    


    


    


    


    3.           The
technical data and maintenance information specified in Article 3 of Part 3 of
Supplemental Exhibit CS1 to the Purchase Agreement will be considered
“Materials” as defined therein and not “Aircraft Software” even when such
technical data and maintenance information is provided in software media and is
used onboard the Aircraft or loaded into an onboard Aircraft
system.

    


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

    


    5.           [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

          787
e-Enabling Letter Agreement

          BOEING
PROPRIETARY