ex10138w.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6-1162-CLO-1042

    


    American
Airlines, Inc.

    2000
Eagle Parkway

    MD
8250

    Fort
Worth, TX 76177

    


    Subject:                      Contribution
Toward Third Party Damages

    


    
      	
              Reference:

            	
              Customer
      Services General Terms Agreement No. 23-1 (CSGTA), Letter Agreement 23-1A
      to the CSGTA and Supplemental Agreement No. SA-eE dated December 21, 2007
      (SA-eE) to the CSGTA between The Boeing Company (Boeing) and American
      Airlines, Inc. (Customer)

            


    

    


    This
letter agreement (Letter Agreement) supersedes Letter Agreement 6-1181-OC-00703
dated December 19, 2007, amends and supplements the CSGTA, Letter Agreement
23-1A to the CSGTA and Supplemental Agreement No. SA-eE.  Capitalized
terms used but not defined in this Letter Agreement have the same meaning as in
the CSGTA, Letter Agreement 23-1A to the CSGTA and SA-eE.

    


    
      	
              1.  

            	
              Contribution Toward
      Third Party Damages.

            


    

    


    Clause
12.4 of Letter Agreement 23-1A to the CSGTA which modifies Customer’s CSGTA is
hereby replaced with the text below solely as applied to the SA-eE:

    


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

    


    
      	
              2.  

            	
              Assignment.

            


    

    


    This
Letter Agreement is being provided to Customer as an accommodation and cannot be
assigned, in whole or in part, without the prior written consent of
Boeing.

    


    
      	
              3.  

            	
              Confidential
      Treatment.

            


    

    


    Customer
understands and agrees that certain commercial and/or financial information
contained in this Letter Agreement are considered by Boeing as
confidential.  Customer agrees that it will treat this Letter
Agreement and the information contained herein as confidential and will not,
without the written consent of Boeing, disclose this Letter Agreement or any
information contained


    
      
        
          P.A. No.
3219

          Contribution
Toward Third Parties

          BOEING
PROPRIETARY

        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-CLO-1042   Page
2

          


        

      

    


    herein to
any other person or entity, except as may be required by law or governmental
regulations.

    


    If the
foregoing correctly sets forth your understanding of our agreement with respect
to the matters set forth above, please indicate your acceptance and approval
below.  This Letter Agreement will become effective upon signature by
Boeing and Customer.

    


    EXECUTED
on __________________

    


    


    AMERICAN
AIRLINES,
INC.                                                                                           THE
BOEING COMPANY

    


    


    _________________________                                                                                           __________________________

    Signature                                                                                Signature

    _________________________                                                                                           __________________________

    Printed
Name                                                                                Printed
Name

    _________________________                                                                                           __________________________

    Title                                                                      Title

    



    
      
        
          P.A. No.
3219

          Contribution
Toward Third Parties

          BOEING
PROPRIETARY