ex10138l.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3219-04

    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport

    Texas
75261-9616

    


    


    


    
      	
              Subject:

            	
              Product
      Assurance - First-Look Inspection
Program

            


    

    


    
      	
              Reference:

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

            


    

    


    This
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.

    


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

    


    1.           Warranty
Period.

    


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

    


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

    
      	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

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

    Article
3.1.1 as set forth below is hereby added to Part 2 of Exhibit C to the
AGTA:


    
      
        
          P.A. No.
3219

          Product
Assurance – First-Look Warranty Program

          BOEING
PROPRIETARY

        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          3219-04   Page


        

      

    


    


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

    
      	
               
      

            	 


    

    2.       Customer's
Obligations.

    


    Article
6.2.1 of Part 2 of Exhibit C to the AGTA is amended to add the following
provision:

     

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

    


    3.           Service Life
Policy.

    


    Article
2.2 of Part 3 of Exhibit C to the AGTA is amended to read as
follows:

    


    “2.2.1

    


    
      	
              (i)  

            	
              For
      the 787 aircraft only:

            


    

    


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

    


    


    
      	
              (ii)  

            	
              For
      all other aircraft models:

            


    

    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    2.2.2

    


    
      	
              (i)  

            	
              For
      the 787 aircraft only:

            


    

    


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

    


    
      	
              (ii)  

            	
              For
      all other aircraft models:

            


    

    


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

    


    


    Article 3
of Part 3 of Exhibit C to the AGTA is amended to read as follows:

    


    “3.           Price

    The price
Customer will pay for replacement of a failed SLP Component will be calculated
pursuant to the following formulas:

    


    
      	
              (i)  

            	
              [CONFIDENTIAL
      PORTION OMITTED AND FILED

            


    

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

    


    


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

    


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

    


    [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]:

    


    


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

    


    If the
foregoing correctly sets forth your understanding of our agreement with respect
to matters described above, please indicate your acceptance and approval
below.

    


    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

          Product
Assurance – First-Look Warranty Program

          BOEING
PROPRIETARY