ex10138ad.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-TRW-0665

          Page
2

        

      

    


    6-1162-TRW-0665

    


    


    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:

            	
              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)

            


    

    


    


    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.

    


    Customer
has requested and Boeing has agreed that [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], and Boeing and Customer
shall execute a Supplemental Agreement to the Purchase Agreement conforming
Table 1, Supplemental Exhibit EE1 and the Performance Guarantees to Customer’s
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    



    
      
        
          P.A. No.
3219 80227

          Alternate_Engine_Selection Rev.:
01/08/04

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-TRW-0665

          Page
2

        

      

    


    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 in 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                                          

    


    


    



    
      
        
          P.A. No.
3219

          Alternate_Engine_Selection Rev.:
01/08/04

          BOEING
PROPRIETARY