ex10138ah.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-TRW-0670

          Page


        

      

    


    6-1162-TRW-0670

    


    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport, Texas  75261-9616

    


    


    Subject:                      Miscellaneous
Commitments for Model 787 Aircraft

    


    
      	
              Reference:

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

            


    

    


    


    This
letter agreement (Letter Agreement) is entered into on the date below, and
amends and supplements the Purchase Agreement. All capitalized terms used herein
but not otherwise defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.

    


    For ease
of reference, a “Table of Contents” has been added as Attachment A to this
Letter Agreement.

    


    1.                AGTA.

    


    1.1           Taxes.

    


    Section 2.2 of the AGTA is replaced in
full by the following new provision:

    


    “2.2           Taxes.

    


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

    


    


    


    


    


    


    


    


    


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

    


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

    


    2.2.4             [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].

    


    


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

    


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

    


    1.2           Customs
Duties.

    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    1.2.2                      Boeing
provides the information in the preceding Section 1.2.1 to Customer as a
courtesy, and not in lieu of professional opinions rendered by counsel of
Customer’s choice, subject to the limitations that Boeing assumes no
responsibility for the accuracy or timeliness of such information, and that
Customer agrees it will assert no claim against Boeing based on such
information.

    


    1.3           Rate of
Interest.

    


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

    


    1.4           Advanced Payment
Increases.

    


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

    


    


    1.5           FAA Manufacturer
Changes.

    


    Section 3.2.2 of the AGTA is replaced
in full by the following new provision:

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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    1.6           FAA Operator
Changes.

    


    Section 3.3.2 of the AGTA is replaced
in full by the following new Section 3.3.2:

    “3.3.2                      Cost of Operator
Changes.

    


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

    


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

    


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

    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


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

    


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

    


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

    


    (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].”

    


    
      	
              1.7

            	
              Development Change and
      Manufacturer Change Production Revision
  Records.

            


    

    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    1.8           Part 121 Compliance
Review.

    


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

    


    1.9           Condition of Aircraft
Suffering Damage.

    


    The AGTA is amended by adding the
following new Section 5.6 after Section 5.5 of the AGTA.

    


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

    .”

    


    1.10           Target Delivery
Dates.

    


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

    


    1.11           Customer Delay in Acceptance
of Aircraft.

    


    Section 6.4 of the AGTA is replaced in
full by the following new provision:

               “[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].

    


    


    1.12           Customer Delay Due to Allied
Pilots Association Strike.

    


    The following new Section 6.5 is added
to the AGTA after Section 6.4:

    


    “6.5           Customer Delay Due to Allied
Pilots Association Strike.

    


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

    


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

    


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

    


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

    


    1.13           Liquidated Damages and Right
of Termination.

    


    1.13.1                  [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].

    


    


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

    


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

    


    1.14           Notice to Customer in the
Event of an Excusable Delay.

    


    Section 7.2 of the AGTA is replaced in
full by the following new provision:

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

    


    


    1.15           Aircraft Damaged Beyond
Repair.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Section
7.5 of the AGTA is replaced in full by the following new provision:

    


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

    


    1.16           Termination.

    


    Section 7.6 of the AGTA is replaced in
full by the following new provision:

    


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

    


    1.17           Excusable
Delay.

    


    The AGTA is amended by adding the
following provision immediately following Section 7.7:

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    “7.8                  Section
7.5 of the AGTA is replaced in full by the following new provision:

    


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

    


    1.18           Risk
Allocation/Insurance.

    


    1.18.1                      Article
8 of the AGTA is replaced in full by the following new provisions:

    


    “Article
8.                                Risk
Allocation/Insurance.

    


    8.1           [CONFIDENTIAL
PORTION OMITTED AND FILED

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

    


    


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

    


    


    8.1.2             Boeing
Insurance.

    


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

    


    


    (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]

    .

    


    8.1.3             Definition of
Customer.  For the purpose of Section 8.1, the term “Customer”
includes American Airlines, Inc., its divisions, any wholly-owned subsidiary of
American Airlines, Inc. which is assigned any rights or delegated any duties as
permitted under the applicable Purchase Agreement, the permitted assignees under
the applicable Purchase Agreement, and their respective directors, officers and
employees.

    


    8.2                  Title and Risk with
Customer.

    


    8.2.1             [CONFIDENTIAL
PORTION OMITTED AND

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

    


    


    8.2.2             [CONFIDENTIAL
PORTION OMITTED AND

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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
 

    


    


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

    


    


    


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

    


    


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

    


     

    8.2.6             Definition of
Boeing.  For purposes of this Article 8.2, the term “Boeing”
includes The Boeing Company, its divisions, any wholly-owned subsidiary of The
Boeing Company which is assigned any rights or obligations in accordance with
Section 9.1 of the AGTA, the permitted assignees under the applicable Purchase
Agreement, provided that such assignees or subsidiaries have performed services
under the Customer Support Document to the AGTA and Supplemental Exhibit CS1 to
the Purchase Agreement, and their respective directors, officers and
employees.”

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    1.18.2                      The
insurance certificate provided by Boeing pursuant to Section 8.1.2(c) of the
AGTA (as amended by this Letter Agreement) shall be substantially in the form of
the certificate attached to this Letter Agreement as Attachment B.

    


    


    


    1.19           Alteon Interface
Commitment.

    


    1.19.1                  Section
9.1.5 of the AGTA is replaced in full by the following new
provisions:

    


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

    


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

    


    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    1.20           Exculpatory Clause in
Post-Delivery Sale or Lease.

    


    Section 9.7 of the AGTA is replaced in
full by the following new provision:

    


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

    ”

    


    1.21           Termination for Certain
Events.

    


    1.21.1                      Article
10 of the AGTA is replaced in full by the following new provision:

    


    “Article
10.                                Termination for Certain
Events.

    


    10.1           Termination.  If
either party:

    


    (i)  [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]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


    


    1.22           FAA
Grounding.

    


    1.22.1                  [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]

    


    


    


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

    


    


    1.23           FAA ETOPS
Prevention.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


    


    1.24           Duplicate
Remedies.

    


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

    


    


    


    2.           Line Station Spare Parts
Support.

    


    Customer, at its option, may
participate in the use of spare parts held by Boeing at any line station in
accordance with the reasonable terms and conditions set forth by Boeing for such
participation.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    3.           Product Assurance (Exhibit
C).

    


    3.1           Disclaimer and Release;
Exclusion of Liabilities.

    


    Section 11 of Part 2 of the Product
Assurance Document is replaced in full by the following new
provision:

    


    “11.           Disclaimer and Release;
Exclusion of Liabilities.

    


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

    


    


    
      	
               
      

            	
              (A)

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

            


    

    


    


    
      	
               
      

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

    


    


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

    .

    


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

    


    


    11.4           Definitions.  For
the purpose of this Section 11, “BOEING” or “Boeing” is defined as The Boeing
Company, its divisions, subsidiaries, Affiliates, the assignees of each, and
their respective directors, officers, employees and agents.”

    


    3.2           Reimbursement for Service
Bulletin Corrections.

    


    Section 7.3.2 of Part 2 of the Product
Assurance Document is replaced in full by the following provision:

    


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

    


    
      	
              (a)  

            	
              [CONFIDENTIAL
      PORTION OMITTED AND

            


    

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

    


    


    
      	
              (b)  

            	
              [CONFIDENTIAL
      PORTION OMITTED AND

            


    

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

    


    


    


    


    


    


    


    


    3.3           FAR 145
Requirements.

    


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

    


    


    3.4           Warranty Claim, Response and
Payment Time.

    


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

    


    


    3.5           Maximum
Reimbursement.

    


    The following provision is added to the
end of Section 4.5 of Part 2 to the Product Assurance Document:

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


    3.6           Additional Service Life
Policy Covered Components.

    


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

    


    3.6.1                  Additional Service Life
Policy Covered Components.

    


    3.6.1.1                      For
purposes of Part 3 of the Product Assurance Document, the following additional
items (Additional SLP Components) shall be deemed to be “SLP Components”, as
defined in Section 1 of Part 3 of the Product Assurance Document:

    


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

    


    3.6.1.2                      [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]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


     

    


    3.6.2                      [CONFIDENTIAL
PORTION OMITTED AND FILED

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

    .

    


    3.6.2.1                      [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]

    


    


    


    


    
      	
              (i)  

            	
              [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]

    


    


    


    
      	
               
      

            	
              (iii)

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

            


    

    


    


    3.7           Conditions and Limitations
to the Service Life Policy.

    


    3.7.1                      The
following Section 4.5 is added to Part 3 of the Product Assurance
Document:

    


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

    


    3.7.2                      [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]

    


    
      	
              3.8

            	
              Boeing Back-Up of
      Supplier Turnaround Time
Commitments.

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


    


    3.9           Supplier Warranty
Commitment.

    


    Section 1 of Part 4 of the Product
Assurance Document is replaced in full by the following new Section
1:

    


    “1.           Supplier Warranties and
Supplier Patent Indemnities.

    


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

    


    3.10           Engine/Airframe Interface
Commitment.

    


    [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]:

    


    (a)                  [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT];

    


    (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]

    
      	
               
      

            	
              .

            


    

    


    3.11           Boeing Indemnities Against
Patent and Copyright Infringement.

    


    Part 6 of the Product Assurance
Document is replaced in full by the following new provision:

    


    “PRODUCT
ASSURANCE DOCUMENT

    


    PART
6:                      BOEING
INDEMNITIES AGAINST PATENT AND COPYRIGHT INFRINGEMENT AND TRADE SECRET
MISAPPROPRIATION

    


    1.           [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]:

    


    


    


    


    


    


    


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

    


    


    (b)           [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].

    


    2.           Indemnity Against Copyright
Infringement.

    


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

    :

    


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

    


    


    (b)           [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].

    


    3.           Indemnity Against Trade
Secret Misappropriation.

    


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

    


    


    


    


    


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

    


    


    (b)           [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].

    


    4.           Exceptions, Limitations and
Conditions.

    


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

    


    


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

    


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

    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


    


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

    


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

    


    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


    4.10           For
the purposes of this Part 6, “BOEING” or “Boeing” is defined as The Boeing
Company, its divisions, wholly owned subsidiaries, the permitted assignees of
each, and their respective directors, officers, employees and
agents.

    


    4.11           
For the purposes of this Part 6, “Customer” is defined as American Airlines,
Inc., its divisions, wholly owned subsidiaries, the permitted assignees of each,
and their respective directors, officers, employees and agents.”

    


    


    


    


    4.           Performance.

    


    4.1           Performance Guarantees/Data
Base Changes.

    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


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

    


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

    


    


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

    


    4.1.4                      Upon
the occurrence of any performance data base change, Boeing agrees to take the
following action:

    


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

    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


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

    


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

    


    


    5.           [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].

    


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

    


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

    


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

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


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

    


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

    


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

    


    6.           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.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    7.           Confidential
Treatment.

    


    Customer
and Boeing understand that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing and Customer as
confidential. Customer and Boeing agree that each will treat this Letter
Agreement and the information contained herein as confidential and will not,
without the prior written consent of the other, disclose this Letter Agreement
or any information contained herein to any other person or entity, except as
provided in this Letter Agreement or the applicable Purchase
Agreement.

    


    


    Very
truly yours,

    


    THE
BOEING COMPANY

    


    By               

    


    Its            Attorney-In-Fact                                                            

    


    ACCEPTED
AND AGREED TO this

    


    Date:
   ,
2008

    


    AMERICAN
AIRLINES, INC.

    


    By                                                              

    


    Its                                                              

    


    Attachment
A - Table of Contents

    Attachment
B - Form of Insurance Certificate of Boeing


    
      
        
          P.A.  No.
3219

          Miscellaneous
Commitments for Model 787 Aircraft

          BOEING
PROPRIETARY

          


        

         


      

      
         


        
          

        

      

      
         


        
          Attachment
A to

          6-1162-TRW-670
Page  

          


        

      

    


    


    Table
of Contents

    


    Subject                                                                               Paragraph

     

    


     

    1.      AGTA

     

    Taxes
(Art.
2)                                                                                           1.1

     

    Customs
Duties (Art.
2)                                                                                                     1.2

     

    Rate of
Interest (Art.
2)                                                                                           1.3

     

    Advanced
Payment Increases (Art.
2)                                                                                                                1.4

     

    FAA
Manufacturer Changes (Art.
3)                                                                                                                1.5

     

    FAA
Operator Changes (Art.
3)                                                                                                     1.6

     

    Development
Change and Manufacturer Change Production

     

    Revision
Records (Art.
4)                                                                                                     1.7

     

    Part 121
Compliance Review (Art.
4)                                                                                                                1.8

     

    Condition
of Aircraft Suffering Damage (Art. 5)1.9

     

    Target
Delivery Dates (Art.
6)                                                                                                     1.10

     

    Customer
Delay in Acceptance of Aircraft (Art.
6)                                                                                                                1.11

     

    Customer
Delay Due to Allied Pilots Association Strike (Art. 6)1.12

     

    Liquidated
Damages and Right of Termination (Art. 7)1.13

     

    Notice to
Customer in the Event of an Excusable Delay (Art. 7)1.14

     

    Aircraft
Damaged Beyond Repair (Art.
7)                                                                                                                1.15

     

    Termination
(Art.
7)                                                                                           1.16

     

    Excusable
Delay (Art.
7)                                                                                                     1.17

     

    Risk
Allocation/Insurance (Art.
8)                                                                                                     1.18

     

    Alteon
Interface Commitment (Art
9)                                                                                                                1.19

     

    Exculpatory
Clause in Post-Delivery Sale or Lease (Art. 9)1.20

     

    Termination
for Certain Events (Art.
10)                                                                                                                1.21

     

    FAA
Grounding                                                                                           1.22

     

    FAA ETOPS
Prevention                                                                                                     1.23

     

    Duplicate
Remedies                                                                                           1.24

     

    


     

    2.      Line Station Spare Parts
Support

     

    


     

    


     

    3.      Product Assurance (Exhibit
C)

     

    Disclaimer
and Release; Exclusion of Liabilities (Part 2)3.1

     

    Reimbursement
for Service Bulletin Corrections (Part 2)3.2

     

    FAR 145
Requirements (Part
2)                                                                                                     3.3

     

    Warranty
Claim, Response and Payment Time (Part 2)3.4

     

    Maximum
Reimbursement (Part
2)                                                                                                                3.5

     

    Additional
Service Life Policy Covered Components (Part 3)3.6

     

    Conditions
and Limitations to the Service Life Policy (Part 3)3.7

     

    Boeing
Back-Up of Supplier Turnaround Time3.8

     

    Commitments
(Part 4)

     

    Supplier
Warranty Commitment (Part
4)                                                                                                                3.9

     

    Engine/Airframe
Interface Commitment (Part 5)3.10

     

    Boeing
Indemnities Against Patent and
Copyright                                                                                                                3.11

     

    Infringement
(Part 6)

     

    


     

    4.      Performance

     

    Performance
Guarantees/Data Base
Changes                                                                                                                4.1

     

    


     

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

    


     

    


     

    6.  Assignment

     

    


     

    7.  Confidential
Treatment

     


    
      
        
          P.A.  No.
3219

          Miscellaneous
Commitments for Model 787 Aircraft

          BOEING
PROPRIETARY

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Sample
Insurance Certificate (Boeing)

    


    
      BROKER’S  LETTERHEAD

    

    


    [ date
]

    


    Certificate
of Insurance Ref.
No.                                                                           

    


    


    THIS
IS TO CERTIFY TO:

    


    
      	
               
      

            	
              American
      Airlines, Inc. (hereinafter
“American”)

            


    

    
      	
               
      

            	
              P.O.
      Box 619616

            


    

    
      	
               
      

            	
              Dallas-Fort
      Worth Airport,
Texas  75261-9616

            


    

    


    


    that
Insurers, EACH FOR HIS OWN PART AND NOT ONE FOR THE OTHER, are providing the
following insurance:

    


    
      	
              NAMED
      INSURED:

            	
              The
      Boeing Company (hereinafter
“Boeing”)

            


    

    


    
      	
              ADDRESS
      OF INSURED:

            	
              Post
      Office Box 3707

            


    

    
      	
               
      

            	
              Seattle,
      Washington 98124-2207

            


    

    


    
      	
              PERIOD
      OF INSURANCE:

            	
              See
      attached Schedule of Insurers

            


    

    


    
      	
              GEOGRAPHICAL
      LIMITS:

            	
              Worldwide

            


    

    


    
      	
              EQUIPMENT
      INSURED:

            	
              All
      Boeing [model] [type] aircraft owned or operated by American that are the
      subject of that certain Purchase Agreement No._______ dated _______, 20xx
      between American and Boeing, as more particularly described on the
      attached Schedule of Aircraft, as such schedule may be amended from time
      to time.

            


    

    



    
      
        
          P.A.  No.
3219

          Miscellaneous
Commitments for Model 787 Aircraft

          BOEING
PROPRIETARY

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              DESCRIPTION OF
      COVERAGES

            


    

    


    
      	
              A. AIRCRAFT HULL
      INSURANCE

            	
              All
      risks of ground and flight physical damage coverage in respect of all
      aircraft owned by, leased to or operated by the Named Insured, including
      the Aircraft and any engines (including the Engines) and any parts
      (including the Parts) while attached to any such Aircraft or removed
      therefrom but not replaced, subject to policy terms, conditions,
      limitations, exclusions and
deductibles.

            


    

    


    
      	
              Amount of
      Insurance:

            	
              Agreed
      Value (as per Policy terms and
conditions).

            


    

    


    
      	
              B. AIRCRAFT LIABILITY
      INSURANCE

            	
              Aircraft
      Liability Insurance, including Bodily Injury (including passengers),
      Property Damage, Aircraft Liability, Passenger Legal Liability,
      Premises/Operations Liability, Personal Injury, and Contractual Liability
      Insurance, subject to policy terms, conditions, limitations, exclusion and
      deductibles.

            


    

    


    
      	
              Limit of
      Liability:

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

            


    

    
      	
               
      

            	
              .

            


    

    



    
      
        
          P.A.  No.
3219

          Miscellaneous
Commitments for Model 787 Aircraft

          BOEING
PROPRIETARY

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SPECIAL
PROVISIONS APPLICABLE TO THE ADDRESSEE(S)

    


    


    Subject
to the policy terms, conditions, limitations, exclusions and deductibles and
solely with respect to Purchase Agreement No._____ dated as of _____, 1997 (the
“Purchase Agreement”) between American and The Boeing Company (“Boeing”), the
policies set forth in the attached Schedule of Insurers are amended to include
the following:

    


    
      	
              1.

            	
              Solely
      with respect to Aircraft Liability Insurance, American is included as an
      additional Insured, but only to the extent that Boeing is obligated by its
      agreements to indemnify and hold harmless American under Section 8.1.1 of
      the Aircraft General Terms Agreement, AGTA-AAL, applicable to the Purchase
      Agreement and then only to the extent of coverage provided by the
      policy;

            


    

    


    
      	
              2.

            	
              Solely
      with respect to Aircraft Hull Insurance, each Insurer agrees to waive any
      rights of subrogation against American to the extent that Boeing has
      waived such rights by the terms of its agreements to indemnify American
      pursuant to the Purchase Agreement;

            


    

    


    
      	
              3.

            	
              Solely
      with respect to Aircraft Liability Insurance, to the extent American is
      insured hereunder, such insurance shall not be invalidated or minimized by
      any action or inaction, omission or misrepresentation by the Insured
      regardless of any breach or violation of any warranty, declaration or
      condition contained in such
policies;

            


    

    


    
      	
              4.

            	
              Solely
      with respect to Aircraft Liability Insurance, to provide that all
      provisions of the insurance coverages referenced above, except the limits
      of liability, will operate to give each Insured or additional insured the
      same protection as if there were a separate Policy issue to
      each;

            


    

    


    
      	
              5.

            	
              Solely
      with respect to Aircraft Liability Insurance, such insurance will be
      primary and not contributory nor excess with respect to any other
      insurance available for the protection of American, but only to the extent
      that Boeing is obligated by its agreements to indemnify and hold harmless
      American under Section 8.1.1 of the Aircraft General Terms Agreement,
      AGTA-AAL, applicable to the Purchase Agreement and then only to the extent
      of coverage provided by the policy;

            


    

    


    
      	
              6.

            	
              Each
      of the Aircraft Liability Insurance policy and Aircraft Hull Insurance
      policy provides that:  American shall not have any obligation or
      liability for premiums, commissions, calls or assessments in connection
      with such insurance;

            


    

    


    
      	
              7.

            	
              With
      respect to the Aircraft Liability Insurance, if a policy is canceled for
      any reason whatsoever, any substantial change is made which would reduce
      the amount of coverage as certified herein, or if a policy is allowed to
      lapse for nonpayment of premium, such cancellation, change or lapse shall
      not be effective as to American for thirty (30) days after receipt by
      American of written notice from the Insurers or their authorized
      representatives or Broker of such cancellation, change or lapse;
      and

            


    

    


    
      	
              8.

            	
              For
      the purposes of the Certificate, “American” is defined as American
      Airlines, Inc., its divisions, any wholly-owned subsidiary of American
      Airlines, Inc. which is assigned any rights or obligations in accordance
      with Article 9.1 of the AGTA, the assignees of each permitted under the
      applicable Purchase Agreement, and their respective directors, officers
      and employees.

            


    


    
      
        
          P.A.  No.
3219

          Miscellaneous
Commitments for Model 787 Aircraft

          BOEING
PROPRIETARY

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              THE
      BOEING COMPANY

            


    

    
      	
               
      

            	
              AND
      ALL ITS SUBSIDIARIES

            


    

    


    
      	
               
      

            	
              SCHEDULE
      OF SUBSCRIBING INSURERS

            


    

    
      	
               
      

            	
              POLICY
      TERM:  DECEMBER 1, 1996 TO DECEMBER 1,
  1997

            


    

    


    


    
      	
               
      

            	
              COVERAGES:

            


    

    


    
      	
               
      

            	
              Aircraft
      Hull and Liability Insurance

            


    

    


    


    
      	
               
      

            	
              POLICY

            


    

    SUBSCRIBING INSURERS FOR
100% PARTICIPATIONNUMBER

    


    


    


    


    


    
      	
               
      

            	
              SEVERAL LIABILITY
      NOTICE

            


    

    


    


    The
subscribing insurers’ obligations under contracts of insurance to which they
subscribe are several and not joint and are limited solely to the extent of
their individual subscriptions.  The subscribing insurers are not
responsible for the subscription of any co-subscribing insurer who for any
reason does not satisfy all or part of its obligation.

    



    
      
        
          P.A.  No.
3219

          Miscellaneous
Commitments for Model 787 Aircraft

          BOEING
PROPRIETARY

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Subject
to the terms, conditions, limitations and exclusions of the relative policies
except for the specific declarations contained in this certificate.

    


    


    (signature)

    


    (typed
name)

    


    (title)

    



    
      
        
          P.A.  No.
3219

          Miscellaneous
Commitments for Model 787 Aircraft

          BOEING
PROPRIETARY