ex10138v.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


          
            American
Airlines, Inc.

            6-1162-CLO-1043  Page


            


          

        

      


      6-1162-CLO-1043

      


      


      American
Airlines, Inc.

      P.O. Box
619616

      Dallas-Fort
Worth Airport

      Texas
75261-9616

      


      Subject:                      787
Inspection Process

      


      
        	
                Reference:

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

              	
                Inspection
      Process

              


      

      


      The AGTA
is hereby amended by adding the following new Section 5.6 immediately following
Section 5.5 of the AGTA for the 787 Aircraft, the intent of which is to define
the 787 inspection process [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].  Notwithstanding the foregoing, the representations,
warranties, indemnities and agreements of Boeing made in the AGTA or the
Purchase Agreement shall not be affected or deemed waived by reason of any
investigation made by Customer pursuant to this Letter Agreement.

      


      “5.6           Inspection
Process.

      


      5.6.1                      787 Inspection
Procedures.

      


      The 787
customer inspection program is similar to other Boeing commercial customer
inspection systems with modifications, which are required to support the
shortened manufacturing cycle of the 787. [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]. Boeing will make available to Customer on a non-disruption and
non-interference basis, access to the 787 Aircraft to perform certain Customer
inspections, pursuant to the Customer Quality Support document in Attachment A
hereto (which may be amended or supplemented from time to time), except as
depicted in paragraph 5.6.2 below.

      


      


      5.6.2                      General.

      


      CQS will
facilitate Customer’s inspections of the 787 Aircraft during the manufacturing
process through a standard set of hardware inspection opportunities, technical
reviews, and data sharing. As an accommodation for the Customer, [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,
which such consent shall not be unreasonably withheld or delayed.

      



      
        
          
            P.A. No.
3219

            787
Inspection Process

            BOEING
PROPRIETARY

            


          

           


        

        
           


          
            

          

        

        
           


          
            American
Airlines, Inc.

            6-1162-CLO-1043  Page


            


          

        

      


      


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

      


      If the
foregoing correctly sets forth your understanding or 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 _________________

      


      


      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
Inspection Process

            BOEING
PROPRIETARY

            


          

           


        

        
           


          
            

          

        

        
           


          
            American
Airlines, Inc.

            6-1162-CLO-1043  Page


            


          

        

      


      [Missing Graphic Reference]

      


      


      


      


      


      


      


      Customer
Services during Production

      


      


      


      


      


      


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      BOEING
PROPRIETARY


      
        
          
            P.A. No.
3219

            787
Inspection Process

            BOEING
PROPRIETARY

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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