ex10138f.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    787 CUSTOMER SUPPORT
DOCUMENT

    


    between

    


    THE BOEING
COMPANY

    


    And

    


    AMERICAN AIRLINES,
INC.

    


    


    Supplemental
Exhibit CS1 to Purchase Agreement Number 3219

    


    


    This document
contains:

    


    Part
1:                 Boeing
Maintenance and Flight Training Programs

    


    Part
2:                 Field
and Engineering Support Services

    


    Part
3:                 Technical
Information and Materials

    


    Part
4:                 Alleviation
or Cessation of Performance

    


    
      	
               
      

            	
              Part
      5:

            	
              Protection
      of Proprietary Information and Proprietary
  Materials

            


    


    
      
        
          


          P.A. No.
3219                                                                
CS1 Rev.: 3/23/07

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    787
CUSTOMER SUPPORT DOCUMENT

    


    Boeing is
pleased to provide to Customer the services and support set forth in this
Supplemental Exhibit CS1 will be provided by Boeing to Customer as part of its
continuing commitment to the global support of Boeing’s aircraft and products
during a period commencing with delivery of the first Aircraft and continuing so
long as at least one Aircraft is regularly operated by Customer in commercial
air transport service.

    


    PART 1:                             BOEING MAINTENANCE AND FLIGHT
TRAINING

    PROGRAMS

    


    


    1.           Boeing Training
Programs.

    


    Boeing will provide maintenance
training, cabin attendant training, and flight training programs to support the
introduction of the Aircraft into service as provided in this Supplemental
Exhibit CS1.

    


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

    


    1.2           In
addition to the training provided in Article 1.1, Boeing will provide to
Customer the following training and services:

    


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

    


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

    


    
      	
              1.2.3

            	
              Additional
      Flight Operations Services:

            


    

    


    
      	
               
      

            	
              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].

            


    

    


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

    


    2.           Training Schedule and
Curricula.

    


    2.1           [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].

    


    3.           Location of
Training.

    


    3.1           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]. Customer shall decide on the location or mix of
locations for training, subject to space being available in the desired courses
at the selected training facility on the dates desired.

    


    3.2           If
requested by Customer, Boeing will conduct the classroom portions of the
maintenance and flight training (except for the Performance Engineer training
courses) at a mutually acceptable alternate training site, subject to the
following conditions:

    


    3.2.1                      Customer
will provide acceptable classroom space, simulators (as necessary for flight
training) and training equipment required to present the courses;

    


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

    3.2.3                      Customer
will reimburse Boeing for, or, subject to the terms and conditions mutually
agreed upon prior to Boeing providing the instructors to teach the course,
Customer shall provide round-trip transportation for Boeing’s instructors and
shipping of training Materials, which must be shipped to the alternate training
site.

    


    3.2.4                      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].  Boeing will use commercially reasonable
efforts to notify Customer prior to commencement of training of any such fees,
duties, licenses, permits and similar charges of which Boeing has knowledge;
and

    


    3.2.5                      Those
portions of training that require the use of training devices not available at
the alternate site will be conducted at Boeing's facility or at some other
alternate site. Customer will be responsible for additional expenses, if any,
which result from the use of such alternate site.

    


    


    4.           Additional Terms and
Conditions.

    


    4.1           All
training will reflect an airplane configuration defined by
(i)  Boeing’s standard configuration specification for 787 aircraft,
(ii)  Boeing’s standard configuration specification for the minor
model of 787 aircraft selected by Customer, and (iii) any Optional Features
selected by Customer from Boeing’s standard catalog of Optional Features. Upon
Customer’s request, Boeing may provide training customized to reflect other
elements of Customer’s Aircraft configuration subject to a mutually acceptable
price, schedule, scope of work and other applicable terms and
conditions.

    


    4.2           All
training will be provided in the English language. If translation is required
for the Customer’s personnel, Customer will provide interpreters.

    


    4.3           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT], Boeing will transport Customer’s personnel between
their local lodgings and Boeing’s training facility.

    


    4.4           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]. These foregoing restrictions will not apply to
ferry assistance or revenue service training services (it being agreed that in
conjunction with such services, the number of hours each Boeing flight
instructor works shall be mutually agreed to and shall be in accordance with FAA
rules and regulations).

    


    4.5           Normal Line Maintenance is
defined as line maintenance that Boeing might reasonably be expected to furnish
for flight crew training at Boeing's facility, and will include ground support
and Aircraft storage in the open, but will not include provision of spare parts.
Boeing will provide Normal Line Maintenance services for any Aircraft while the
Aircraft is used for flight crew training at Boeing's facility in accordance
with the Boeing Maintenance Plan (Boeing document D6-82076) and the Repair
Station Operation and Inspection Manual (Boeing document D6-25470). Customer
will provide such services if flight crew training is conducted elsewhere.
Regardless of the location of such training, Customer will be responsible for
providing all maintenance items (other than those included in Normal Line
Maintenance) required during the training, including, but not limited to, fuel,
oil, landing fees and spare parts.

    


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

    


    4.7           If
the flight training is based at Boeing's facility, several airports in the
surrounding area may be used, at Boeing’s option. Unless otherwise agreed in the
flight training planning conference, it will be Customer's responsibility to
make arrangements for the use of such airports.

    


    4.8           If
Boeing agrees to make arrangements on behalf of Customer for the use of airports
for flight training, Boeing will pay on Customer's behalf any landing fees
charged by any airport used in conjunction with the flight training. At least
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] before flight training, Customer will
provide Boeing an open purchase order against which Boeing will invoice Customer
for any landing fees Boeing paid on Customer's behalf. The invoice will be
submitted to Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], when all
landing fee charges have been received and verified. Customer will pay the
invoiced amount to Boeing [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


    4.9           If
requested by Boeing, in order to provide the flight training or ferry flight
assistance, Customer will make available to Boeing an Aircraft after delivery to
familiarize Boeing instructor or ferry flight crew personnel with such Aircraft.
If flight of the Aircraft is required for any Boeing instructor or ferry flight
crew member to maintain an FAA license for flight proficiency or landing
currency, Boeing will be responsible for the costs of fuel, oil, landing fees
and spare parts attributable to that portion of the flight.

    



    
      
        
          P.A. No.
3219                                                           
CS1                                                                     Rev.:
3/23/07 

          BOEING
PROPRIETARY 

          1 -


          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    787
CUSTOMER SUPPORT DOCUMENT

    


    PART 2:                      FIELD
AND ENGINEERING SUPPORT SERVICES

    


    


    1.           Field Service
Representation.

    


    Boeing will furnish field service
representation to advise Customer with respect to the maintenance and operation
of the Aircraft (Field Service
Representatives).

    


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

    


    1.2           When
a Field Service Representative is positioned at Customer’s facility, Customer
will provide, at no charge to Boeing, suitable furnished office space and office
equipment, including internet capability for electronic access of data, at the
location where Boeing is providing Field Service Representatives. As required,
Customer will assist each Field Service Representative with visas, work permits,
customs, mail handling, identification passes and formal introduction to local
airport authorities.

    


    1.3           Boeing’s
Field Service Representatives are assigned to various airports and other
locations around the world. Whenever Customer's Aircraft are operating through
any such airport, the services of Boeing's Field Service Representatives are
available to Customer.

    


    1.4           Boeing
may from time to time, with Customer’s agreement, provide additional support
services in the form of Boeing personnel visiting Customer’s facilities to work
with Customer’s personnel in an advisory capacity.

    


    2.           Engineering Support
Services.

    


    2.1           Boeing
will, if requested by Customer, provide technical advisory assistance from the
Seattle area or at a base designated by Customer as appropriate for any Aircraft
or Boeing Product (as defined in Part 1 of Exhibit C of the AGTA). Technical
advisory assistance, provided, will include:

    


    2.1.1                      Analysis
of the information provided by Customer to determine the probable nature and
cause of operational problems and suggestion of possible solutions;

    


    2.1.2                      Analysis
of the information provided by Customer to determine the nature and cause of
unsatisfactory schedule reliability and the suggestion of possible
solutions;

    


    2.1.3                      Analysis
of the information provided by Customer to determine the nature and cause of
unsatisfactory maintenance costs and the suggestion of possible
solutions;

    


    2.1.4                      Analysis
and commentary on Customer's engineering releases relating to structural repairs
not covered by Boeing's Structural Repair Manual including those repairs
requiring advanced composite structure design;

    


    2.1.5                      Analysis
and commentary on Customer's engineering proposals for changes in, or
replacement of, systems, parts, accessories or equipment manufactured to
Boeing's detailed design. Boeing will not analyze or comment on any major
structural change unless Customer's request for such analysis and comment
includes complete detailed drawings, substantiating information (including any
information required by applicable government agencies), all stress or other
appropriate analyses, and a specific statement from Customer of the substance of
the review and the response requested;

    


    2.1.6                      Evaluation
of Customer's technical facilities, tools and equipment for servicing and
maintaining 787 aircraft, recommendation of changes where necessary and
assistance in the formulation of an initial maintenance plan for the
introduction of the first Aircraft into service;

    


    2.1.7                      Assistance
with the analysis and preparation of performance data to be used in establishing
operating practices and policies for Customer’s operation of
Aircraft;

    


    2.1.8                      Assistance
with interpretation of the minimum equipment list, the definition of the
configuration deviation list and the analysis of individual Aircraft
performance;

    


    2.1.9                      Assistance
with solving operational problems associated with delivery and route-proving
flights;

    


    2.1.10  Information
regarding significant service items relating to Aircraft performance or flight
operations;

    


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

    


    2.1.12                      [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]:

    


    2.2.1                      Boeing
may rely upon the commitment authority of the Customer's personnel requesting
the work.

    


    2.2.2                      As
title and risk of loss has passed to Customer, the insurance provisions of
Article 8.2 of the AGTA apply.

    


    2.2.3                      The
provisions of the Boeing warranty in Part 2 of Exhibit C of the AGTA
apply.

    


    2.2.4                      Customer
will pay Boeing for requested work not covered by the Boeing warranty, if
any.

    


    2.2.5                      The
DISCLAIMER AND
RELEASE and EXCLUSION OF CONSEQUENTIAL
AND OTHER DAMAGES provisions in Article 11 of Part 2 of Exhibit C of the
AGTA apply.

    


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

    


    


    



    
      
        
          P.A. No.
3219                                                           
CS1                                                                     Rev.:
3/23/07 

          BOEING
PROPRIETARY 

          2 -


          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    787           CUSTOMER
SUPPORT DOCUMENT

    


    PART 3:                      TECHNICAL
INFORMATION AND MATERIALS

    


    


    1.           General.

    


    Materials are defined as any
and all items that are created by Boeing or a third party, which are provided
directly or indirectly from Boeing and serve primarily to contain, convey or
embody information. Materials may include either tangible embodiments (for
example, documents or drawings), or intangible embodiments (for example,
software and other electronic forms) of information but excludes Aircraft
Software. Aircraft
Software is defined as software that is installed on and used in the
operation of the Aircraft.

    


    Customer Information is defined as that
data provided by Customer to Boeing which falls into one of the following
categories: (i) aircraft operational information (including, but not limited to,
flight hours, departures, schedule reliability, engine hours, number of
aircraft, aircraft registries, landings, and daily utilization and schedule
interruptions for Boeing model aircraft); (ii) summary and detailed shop
findings data; (iii) aircraft readiness log data; (iv) non-conformance reports;
(v) line maintenance data; (vi) airplane message data, (vii) scheduled
maintenance data, and (viii) service bulletin incorporation.

    


               Upon
execution by Customer of Boeing’s standard form Customer Services General Terms
Agreement and Supplemental Agreement for Electronic Access Boeing will provide
to Customer through electronic access certain Materials to support the
maintenance and operation of the Aircraft. Such Materials will, if applicable,
be prepared generally in accordance with Air Transport Association of America
(ATA) iSpec 2200, entitled "Information Standards for Aviation Maintenance" not
covered by iSpec 2200 will be provided in a structure suitable for the
Material’s intended use. Materials will be in English and in the units of
measure used by Boeing to manufacture an Aircraft.

    


    2.           Materials Planning
Conferences.

    


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

    


    


    


    


    


    


    


    3.           Technical Data and
Maintenance Information.

    


    Boeing
will provide technical data and maintenance information equivalent to that
traditionally provided in the following manuals and documents. The format for
this data and information is not yet determined in all cases. Whenever possible,
Boeing will provide such data and information through electronic
access.

    


    
      	
               
      

            	
              a)

            	
              Flight Operations
      Information.

            


    

    
      	
               
      

            	
              Airplane
      Flight Manual

            


    

    
      	
               
      

            	
              Operations
      Manual and Checklist

            


    

    
      	
               
      

            	
              Weight
      and Balance Manual

            


    

    
      	
               
      

            	
              Dispatch
      Deviation Procedures Guide and Master Minimum Equipment
    List

            


    

    
      	
               
      

            	
              Flight
      Crew Training Manual

            


    

    
      	
               
      

            	
              Fault
      Reporting Manual

            


    

    
      	
               
      

            	
              Performance
      Engineer's Manual

            


    

    
      	
               
      

            	
              Jet
      Transport Performance Methods

            


    

    
      	
               
      

            	
              FMC
      Supplemental Data Document

            


    

    
      	
               
      

            	
              Operational
      Performance Software

            


    

    
      	
               
      

            	
              ETOPS
      Guide Vol. III

            


    

    
      	
               
      

            	
              Flight
      Planning and Performance Manual

            


    

    


    
      	
               
      

            	
              b)

            	
              Maintenance
      Information.

            


    

    
      	
               
      

            	
              Maintenance
      Manual

            


    

    
      	
               
      

            	
              Wiring
      Diagram Manual

            


    

    
      	
               
      

            	
              Systems
      Schematics Manual

            


    

    
      	
               
      

            	
              Structural
      Repair Manual

            


    

    
      	
               
      

            	
              Component
      Maintenance Manual

            


    

    
      	
               
      

            	
              Standard
      Overhaul Practices Manual

            


    

    
      	
               
      

            	
              Standard
      Wiring Practices Manual

            


    

    
      	
               
      

            	
              Non-Destructive
      Test Manual

            


    

    
      	
               
      

            	
              Service
      Bulletins and Index

            


    

    
      	
               
      

            	
              Corrosion
      Prevention Manual

            


    

    
      	
               
      

            	
              Fault
      Isolation Manual

            


    

    
      	
               
      

            	
              Power
      Plant Buildup Manual (except Rolls
Royce)

            


    

    
      	
               
      

            	
              All
      Operators Letters

            


    

    
      	
               
      

            	
              Service
      Letters

            


    

    
      	
               
      

            	
              Structural
      Item Interim Advisory

            


    

    
      	
               
      

            	
              Combined
      Index

            


    

    
      	
               
      

            	
              Maintenance
      Tips

            


    

    
      	
               
      

            	
              Configuration
      Data Base Generator User Guide

            


    

    
      	
               
      

            	
              Production
      Management Data Base

            


    

    
      	
               
      

            	
              Baggage/Cargo
      Loading Manual

            


    

    


    


    
      	
              c)  

            	
              Maintenance
      Planning.

            


    

    Maintenance
Review Board Report

    
      	
               
      

            	
              Maintenance
      Planning Data Document

            


    

    
      	
               
      

            	
              Maintenance
      Task Cards and Index

            


    

    
      	
               
      

            	
              Maintenance
      Inspection Intervals Report

            


    

    
      	
               
      

            	
              ETOPS
      Guide Vol. II

            


    

    
      	
               
      

            	
              Configuration
      Maintenance and Procedures for Extended Range
  Operations

            


    

    


    d)           Spares
Information.

    Illustrated
Parts Catalog

    Standards
Books

    


    e)           Airplane & Airport
Information.

    
      	
               
      

            	
              Facilities
      and Equipment Planning Document

            


    

    
      	
               
      

            	
              Special
      Tool & Ground Handling Equipment Drawings &
  Index

            


    

    
      	
               
      

            	
              Supplementary
      Tooling Documentation

            


    

    
      	
               
      

            	
              Illustrated
      Tool and Equipment List/Manual

            


    

    
      	
               
      

            	
              Aircraft
      Recovery Document

            


    

    
      	
               
      

            	
              Airplane
      Characteristics for Airport Planning
Document

            


    

    
      	
               
      

            	
              Airplane
      Rescue and Fire Fighting Document

            


    

    
      	
               
      

            	
              Engine
      Ground Handling Document

            


    

    
      	
               
      

            	
              ETOPS
      Guide Vol. I

            


    

    


    f)           Shop
Maintenance.

    
      	
               
      

            	
              Service
      Bulletins

            


    

    
      	
               
      

            	
              Component
      Maintenance Manuals and Index

            


    

    
      	
               
      

            	
              Publications
      Index

            


    

    
      	
               
      

            	
              Product
      Support Supplier Directory

            


    

    Supplier
Product Support and Assurance Agreements

    


    g)           Fleet
Statistical Data and Reporting.

    Fleet
Message and Fault Data views, charts, and reports

    


    4.           Advance Representative
Materials.

    


    Boeing will select all advance
representative Materials from available sources and whenever possible will
provide them through electronic access. Such advance Materials will be for
advance planning purposes only.

    


    5.           Customized
Materials.

    


    All customized Materials will reflect
the configuration of each Aircraft as delivered.

    


    6.           Revisions.

    


    6.1           The
schedule for updating certain Materials will be identified in the planning
conference. Such updates will reflect changes to Materials developed by
Boeing.

    


    7.           Supplier Technical
Data.

    


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

    


    7.2           The
provisions of this Article will not be applicable to items of BFE.

    


    7.3           Boeing
will furnish to Customer a document identifying the terms and conditions of the
product support agreements between Boeing and its suppliers requiring the
suppliers to fulfill Customer's requirements for information and services in
support of the Aircraft.  Boeing will provide revisions to such
document from time to time.

    


    8.           Buyer Furnished Equipment
Data.

    


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

    


    9.           Customer's Shipping
Address.

    


    From time to time Boeing may furnish
certain Materials or updates to Materials by means other than electronic access.
Customer will specify a single address and Customer shall promptly notify Boeing
of any change to that address. Boeing will pay the reasonable shipping costs of
the Materials. Customer is responsible for any customs clearance charges,
duties, and taxes.


    
      
        
          P.A. No.
3219                                                                
CS1 Rev.: 3/23/07

          BOEING
PROPRIETARY 

          3-

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    787
CUSTOMER SUPPORT DOCUMENT

    


    PART
4:                      ALLEVIATION
OR CESSATION OF PERFORMANCE

    


    


    Boeing
will not be required to provide any services, training or other things at a
facility designated by Customer if any of the following conditions
exist:

    


    
      	
               
      

            	
              1.

            	
              a
      labor stoppage or dispute at such facility is in progress involving
      Customer;

            


    

    


    
      	
               
      

            	
              2.

            	
              wars
      or warlike operations, riots or insurrections in the country where the
      facility is located;

            


    

    


    
      	
               
      

            	
              3.

            	
              any
      condition at the facility which, in the opinion of Boeing, is detrimental
      to the general health, welfare or safety of its personnel or their
      families;

            


    

    


    
      	
               
      

            	
              4.

            	
              the
      United States Government refuses permission to Boeing personnel or their
      families to enter into the country where the facility is located, or
      recommends that Boeing personnel or their families leave the
      country.

            


    

    


    Boeing
will not be required to provide any Materials, services, training or other
things at a facility designated by Customer if the United States Government
refuses permission to Boeing to deliver such Materials, services, training or
other things to the country where the facility is located.

    


    After the
location of Boeing personnel at the facility, Boeing further reserves the right,
upon the occurrence of any of such events, to immediately and without prior
notice to Customer relocate its personnel and their families.

    


    



    
      
        
          


          P.A. No.
3219                                                                
CS1 Rev.: 3/23/07

          BOEING
PROPRIETARY 

          4-1 

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    787
CUSTOMER SUPPORT DOCUMENT

    


    PART
5:                      PROTECTION
OF PROPRIETARY INFORMATION

    AND PROPRIETARY
MATERIALS

    


    


    1.           General.

    


    All Materials provided by Boeing to
Customer and not covered by a Boeing CSGTA or other agreement between Boeing and
Customer defining Customer's right to use and disclose the Materials and
included information will be covered by and subject to the terms of the AGTA as
amended by the terms of the Purchase Agreement. Title to all Materials
containing, conveying or embodying confidential, proprietary or trade secret
information (Proprietary Information) belonging to Boeing or a third party
(Proprietary Materials), will at all times remain with Boeing or such third
party. Customer will treat all Proprietary Materials and all Proprietary
Information in confidence and use and disclose the same only as specifically
authorized in the AGTA as amended by the terms of the Purchase
Agreement.

    


    2.           License
Grant.

    


    2.1           So
long as Customer owns and operates at least one 787 Aircraft, [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].


    
      
        
          


          P.A. No.
3219                                                                
CS1                                                                 Rev.:
3/23/07 

          BOEING
PROPRIETARY 

          5- 

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    3.           Use of Proprietary Materials
and Proprietary Information.

    


    Customer is authorized to use
Proprietary Materials and Proprietary Information for the purpose of: (a)
operation, maintenance, repair, or modification of Customer's Aircraft for which
the Proprietary Materials and Proprietary Information have been specified by
Boeing and (b) development and manufacture of training devices and maintenance
tools for use by Customer (c) the manufacture or redesign of any spare part when
permitted under the provisions of the Customer Services General Terms Agreement
between Boeing and Customer, and then only to the extent expressly permitted
therein.  Upon the resale or lease of any Aircraft by Customer, the
purchaser or lessee of such Aircraft may receive from Customer and may use any
Documents furnished hereunder, subject, however, to the foregoing limitations
and any applicable requirements of Article 9 of the AGTA.

    


    4.           Providing of Proprietary
Materials to Contractors.

    


    Customer is authorized to provide
Proprietary Materials to Customer's contractors for the sole purpose of (a)
maintenance, repair, or modification of Customer's Aircraft for which the
Proprietary Materials have been specified by Boeing. In addition, Customer may
provide Proprietary Materials to Customer's contractors for the sole purpose of
(b) developing and manufacturing training devices (c) manufacture or redesign of
any spare part when permitted under the provisions of the Customer Services
General Terms Agreement between Boeing and Customer, and then only to the extent
expressly permitted therein; and (d) developing training programs as
contemplated by Part 1 Section 4 herein and (e) maintenance tools for Customer's
use. Before providing Proprietary Materials to its contractor, Customer will
first obtain a written agreement from the contractor by which the contractor
agrees (a) to use the Proprietary Materials only on behalf of Customer, (b) to
be bound by all of the restrictions and limitations of this Part 5, and (c) that
Boeing is a third party beneficiary under the written agreement. Customer agrees
to provide copies of all such written agreements to Boeing upon request, and
Customer will cooperate with all reasonable requests of Boeing in connection
with enforcing any breach of those agreements by a contractor. A sample
agreement acceptable to Boeing is attached as Appendix V to the
AGTA.

    


    5.           Providing of Proprietary
Materials and Proprietary Information to Regulatory
Agencies.

    


    5.1           When
and to the extent required by a government regulatory agency having jurisdiction
over Customer or an Aircraft, Customer is authorized to provide Proprietary
Materials and to disclose Proprietary Information to the agency for use in
connection with Customer's operation, maintenance, repair, or modification of
such Aircraft. Customer agrees to take all reasonable steps to prevent the
agency from making any distribution, disclosure, or additional use of the
Proprietary Materials and Proprietary Information provided or disclosed.
Customer further agrees to notify Boeing immediately upon learning of any (a)
distribution, disclosure, or additional use by the agency, (b) request to the
agency for distribution, disclosure, or additional use, or (c) intention on the
part of the agency to distribute, disclose, or make additional use of
Proprietary Materials or Proprietary Information.

    


    5.2           In
the event of an Aircraft or Aircraft systems-related incident, the Customer may
suspend, or block access to Customer Information pertaining to its Aircraft or
fleet. Such suspension may be for an indefinite period of time.

    


    6.           Training
Materials.

    


    Training Materials will be provided for
each student.  Such Materials may be used only for either (i) the
individual student’s reference or (ii) Customer’s provision of training to
individuals directly employed by the Customer.

    


    



    
      
        
          


          P.A. No.
3219                                                                
CS1                                                                 Rev.:
3/23/07 

          BOEING
PROPRIETARY 

          5-