ex10138ag.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


          
            American
Airlines, Inc.

             

            6-1162-TRW-0668   Page
2

             

          

        

      


      6-1162-TRW-0668

      


      


      American
Airlines, Inc.

      P.O. Box
619616

      Dallas-Fort
Worth Airport, Texas 75261-9616

      


      


      
        	
                Subject:

              	
                Special
      Matters Relating to COTS Software and End User License
      Agreements

              


      

      


      
        	
                Reference:

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

      


      Recitals

      


      A.  Certain
third party, commercial off-the-shelf software products are available to perform
various functions required in the Aircraft (COTS Software).

      


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

      


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

      


      D.  Therefore,
the parties desire to amend certain provisions of the Purchase Agreement to
properly reflect the respective rights and obligations of the parties with
respect to the COTS Software included in the Aircraft.


      
        
          
            P.A. No.
3219

            EULA_Special_Matters

            BOEING
PROPRIETARY

          

           


        

        
           


          
            

          

        

        
           


          
            American
Airlines, Inc.

             

            6-1162-TRW-0668   Page
2

             

          

        

      


      


      Agreement

      


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

      


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

      


      3. Customer
may not transfer, novate or assign its rights under this Letter Agreement or any
rights, terms or obligations hereunder, whether by operation of law, contract or
otherwise, except with the express written consent of Boeing, and such consent
will not be unreasonably withheld.

      


      


      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

            EULA_Special_Matters

            BOEING
PROPRIETARY