ex10138t.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-CLO-1032  Page
6

        

      

    


    6-1162-CLO-1032

    


    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport

    Texas
75261-9616

    


    


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

    


    


    
      	
              Reference:

            	
              (a)

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

            


    

    
      	
               
      

            	
              (b)

            	
              Purchase
      Agreement No. 1979 between The Boeing Company and American Airlines, Inc.
      relating to Model 767-323ER
aircraft

            


    

    
      	
               
      

            	
              (
      c)

            	
              Purchase
      Agreement No. 1980 between The Boeing Company and American Airlines, Inc
      relating to Model 777-223IGW
aircraft

            


    

    
      	
               
      

            	
              (d)

            	
              Security
      Agreement dated October 16, 2002 between The Boeing Company and American
      Airlines, Inc.

            


    

    


    


    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.           Introduction.

    


    [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].

    


    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].

    


    
      	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    


    


    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].

    


    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].

    


    3.           [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.           Availability of
[CONFIDENTIAL PORTION OMITTED AND FILED

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

    


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

    


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

    


    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].

    


    


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

    


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

    


    4.2.2             [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].

    


    


    5.           Purchase
Obligations.

    


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

    


    


    6.           [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].

    


    


    7.           Security Agreement and Other
Subsequent Agreement Amendments.

    


    [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].

    


    8.           Assignment.

    


    Notwithstanding any other provisions of
the Purchase Agreement, the rights and obligations described in this Letter
Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-CLO-1032  Page
6

        

      

    


    


    9.           Confidential
Treatment.

    


    Customer
understands and agrees that the information contained herein represents
confidential business information and has value precisely because it is not
available generally or to other parties.  Customer agrees to limit the
disclosure of its contents to employees of Customer with a need to know the
contents for purposes of helping Customer perform its obligations under the
Purchase Agreement and who understand they are not to disclose its contents to
any other person or entity without the prior written consent of
Boeing.

    


    


    Very
truly yours,

    


    THE
BOEING COMPANY

    


    


    By                                          

    


    Its           Attorney-In-Fact           

    


    


    ACCEPTED
AND AGREED TO this

    


    Date:
                               ,
2008

    


    AMERICAN
AIRLINES, INC.

    


    


    By                                          

    


    Its                                          

    


    


    Attachments:

    


    
      	
              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.  

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

            


    

    
      	
              4.  

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

            


    


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Attachment
1 – 767 MAPD and QADP upon execution of this Letter Agreement

    


    Attachment
B to Letter Agreement 6-1162-AKP-100R1 (Model 767)

    MADP
Rights Aircraft Delivery Months and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1979                                                                                                   SA
No. X Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
1 – 767 MAPD and QADP upon execution of this Letter Agreement

    


    Attachment
C to Letter Agreement 6-1162-AKP-100R1 (Model 767)

    QADP
Rights Aircraft Delivery Quarters and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1979                                                                                                   SA
No. X Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
2 – 777 MAPD and QADP upon execution of this Letter Agreement

    


    Attachment
B to Letter Agreement 6-1162-AKP-110R1 (Model 777)

    MADP
Rights Aircraft Delivery Months and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1980                                                                                                   SA
No. X Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
2 – 777 MAPD and QADP upon execution of this Letter Agreement

    


    Attachment
C to Letter Agreement 6-1162-AKP-110R1 (Model 777)

    QADP
Rights Aircraft Delivery Quarters and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1980                                                                                                   SA
No. X Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
3 – 767 MAPD and QADP if no 787s are reconfirmed

    


    Attachment
B to Letter Agreement 6-1162-AKP-100R1 (Model 767)

    MADP
Rights Aircraft Delivery Months and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1979                                                                                                   SA
No. X Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
3 – 767 MAPD and QADP if no 787s are reconfirmed

    


    Attachment
C to Letter Agreement 6-1162-AKP-100R1 (Model 767)

    QADP
Rights Aircraft Delivery Quarters and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1979                                                                                                   SA
No. X Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
4 – 777 MAPD and QADP if no 787s are reconfirmed

    


    Attachment
B to Letter Agreement 6-1162-AKP-110R1 (Model 777)

    MADP
Rights Aircraft Delivery Months and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1980                                                                                                   SA
No. X Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
4 – 777 MAPD and QADP if no 787s are reconfirmed

    


    Attachment
C to Letter Agreement 6-1162-AKP-110R1 (Model 777)

    QADP
Rights Aircraft Delivery Quarters and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1980                                                                                                   SA
No. X Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
B to Letter Agreement 6-1162-AKP-100R1 (Model 767)

    MADP
Rights Aircraft Delivery Months and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1979                                                                                                    SA
No. 6 Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
C to Letter Agreement 6-1162-AKP-100R1 (Model 767)

    QADP
Rights Aircraft Delivery Quarters and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1979                                                                                                    SA
No. 6 Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
B to Letter Agreement 6-1162-AKP-110R1 (Model 777)

    MADP
Rights Aircraft Delivery Months and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1980                                                                                                   SA
No. 17 Page 1 of 1


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
C to Letter Agreement 6-1162-AKP-110R1 (Model 777)

    QADP
Rights Aircraft Delivery Quarters and Exercise Dates

    


    


    


    


    


    


    


    


    


    


    


    


    


    [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

    THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
No.
1980                                  SA
No. 17


    
      
        
          P.A. No.
3219

          Reconfirmation
Rights                                                     
Rev.: 04/03/08

          BOEING
PROPRIETARY