ex10138u.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-CLO-1039   Page
2

        

      

    


    6-1162-CLO-1039

    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport, Texas 75261-9616

    


    


    
      	
              Subject:

            	
              Extended
      Warranty Option

            


    

     

    
      	
              Reference:

            	
              Purchase
      Agreement No. 3219 (the Purchase Agreement) between The Boeing Company
      (Boeing) and American Airlines, Inc.
(Customer)

            


    

     

     

    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.  

            	
              General.

            


    

     

     

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

     

     

    
      	
              2.  

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

            


    

     

     

    
      	
              2.1  

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

            


    

     

     

    
      	
              2.2  

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

            


    

     

     

    
      	
              2.3  

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

            


    

     

     

    
      	
              3.  

            	
              Confidential
      Treatment.

            


    

     

     

    Customer
understands that Boeing considers certain commercial and financial information
contained in this Letter Agreement as confidential.  Customer agrees
that it will treat this Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of Boeing, disclose
this Letter Agreement or any information contained herein to any other person or
entity, except as required by law or government regulation.

     

     

    


     

     

    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

          Extended
Warranty Option

          BOEING
PROPRIETARY