ex10138m.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3219-05

    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport, Texas 75261-9616

    


    Subject:                      Spare
Parts Commitments

    


    
      	
              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)

            	
              Customer
      Services General Terms Agreement No. 23-1 (CSGTA) between Boeing and
      Customer

            


    

    


    This
letter agreement (Letter Agreement) is entered into as of the date set forth below, and amends and
supplements the CSGTA solely for purposes of
Boeing 787 aircraft.  All capitalized terms
used but not defined in this Letter Agreement have the same meaning as in the
CSGTA, except for “Aircraft” which will have the meaning as defined in the
Purchase Agreement. Unless otherwise stated all references in this Letter
Agreement to Articles refer to the Articles contained this Letter Agreement. In
consideration of Customer’s purchase of the Aircraft, [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].

    


    1.           Definitions.

    


               1.1           “Customer’s Demand Date” means
the delivery date specified by Customer in its Order to Boeing for a Spare
Part.

    


               1.2           “Customer Hold Time” means the
period of time between the date on which Boeing requests a decision, information
or act related to a material issue from
Customer and the date Customer provides such decision or information or performs
such act. This includes, but is not limited to time expended (i) waiting for
Customer’s clarification of missing order data or Customer’s approval of
Boeing’s quote for goods or services, (ii) resolving order discrepancies or
technical discrepancies, (iii) obtaining engineering decisions from Customer,
(iv) waiting for receipt of a part which has been shipped to a location other
than the


    
      
        
          P.A.
3219

          Spare_Parts_Commitment

          BOEING
PROPRIETARY

        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          3219-05  Page


          


        

      

    


    designated
Boeing service center, and (v) resolving any Boeing constraints on processing an
Order due to the status of Customer’s credit with Boeing.

    


               1.3           “Beyond Economic Repair” or
“BER” is the term
applied to a part whose repair or overhaul [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


               1.4           “Order Date” means the date on
which an Order is established in accordance with the provisions of the
CSGTA.

    


               1.5           “Shelf Stock Part” means at any
time a Spares Prone Part that [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


               1.6           “Spares Prone Part” means a
Boeing Spare Part that is identified and recommended by Boeing in its
provisioning data as a part that for the life of the Aircraft can be expected to be
replaced during normal aircraft line maintenance or during overhaul of line
replaceable units due to, failure, wear, deterioration, maintenance, damage,
loss, corrosion, vibration, or temperature.

    


    


    2.           Delivery Commitment for New
Spare Parts.

    


               2.1           Boeing
will deliver in accordance with the provisions of the CSGTA within the lead
times specified below, Boeing Spare Parts other than (i) Boeing Spare Parts
ordered as part of Customer’s initial provisioning for an Aircraft or (ii) kits; provided that such Boeing
Spare Parts are Ordered after the execution of this Letter Agreement, and are in
continuous production for an aircraft model in production on the Order
Date.

    


                          2.1.1                      A
Shelf Stock Part will ship either [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


                          2.1.2                      A
Spares Prone Part that is not a Shelf Stock Part will ship either [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].

    


               2.2           For
Boeing Spare Parts not in continuous production on the Order Date, Boeing
will expend reasonable efforts to meet Customer’s Demand Date.

    


    


    3.           Remedies Regarding
Delivery.

    


               3.1           If
Boeing anticipates it will be unable to ship a Boeing Spare Part within the
applicable commitment time described in Article 2.1, Boeing may take one or more
of the following actions

    


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

    


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

    


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

    


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

    


               3.3           Subject
to the limitations described in Article 3.4, if Boeing does not satisfy the
requirements of Article 2.1 through one or more of the actions described in
Article 3.1, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


               3.4           The
provisions of Article 3.3 will not apply to delay in delivery which is due to
(i) the failure of Customer’s carrier to take possession of the Boeing Spare
Parts, or (ii) is otherwise permitted by applicable law or contract, including
without limitation any provisions relating to excusable delay.

    


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

    


    


    4.           Spare Part Price
Escalation.

    


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

    


    


    5.           Spare Part Price
Formula.

    


               5.1           [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].

     

     

    


     

    


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

    


               5.3           Any
rounding of a number, as required under this Article 5 will be accomplished as
follows: if the first digit of the portion to be dropped from the number to be
rounded is five or greater, the preceding digit will be raised to the next
highest number.

    


    


    6.           Processing Time Commitment
for Spare Prone Parts Returned for Repair or Overhaul.

    


    6.1           [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]. A Spares Prone Part meeting the criteria defined in
this Article 6.1 shall be called a “Qualifying In-Production Spares Prone
Part.”

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


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

    


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

    


    


    7.           Remedies Regarding
Processing Time.

    


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

    


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

    


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

    


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

    


               7.2           If
as a result of an action described in Article 7.1, Boeing provides to Customer a
suitable repaired or overhauled Qualifying In-Production Spares Prone Part
within the commitment periods described in Article 6.2, or provides
reimbursement in accordance with Article 7.1.3, and in either case, thereafter
completes the applicable contract as soon as such repaired or overhauled part is
available for shipment, Boeing will be deemed to have satisfied the commitments
described in Article 6.2.

    


    


    


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

    


               7.4           The
provisions of Article 7.3 will not apply to delay in delivery which is due to
(i)  Customer Hold Time, (ii) the failure of Customer’s carrier to
take possession of the applicable Qualifying In-Production Spares Prone Part, or
(iii) is otherwise permitted by applicable law or contract, including without
limitation any provisions relating to excusable delay.

    


               7.5           The
remedies provided in this Article 7 are Customer’s exclusive remedies for
Boeing’s failure to comply with the provisions of Article 6.2 and are in lieu of
all other damages, claims and remedies of Customer arising at law or otherwise
for any failure to meet Customer’s delivery requirements. Customer hereby waives
and renounces all other claims and remedies arising at law or otherwise for any
such failure to meet Customer’s delivery requirements.

    


    


    8.           Substitution for Obsolete
Spare Parts.

    


               After
delivery of the first Aircraft, if any unused and undamaged Spare Part purchased
by Customer from Boeing for the Aircraft, or other aircraft in Customer’s fleet
of the same model type, is rendered obsolete and unusable due to a Boeing
initiated change that results in a redesign of the Aircraft or any accessory,
equipment or part thereof, (other than a redesign at Customer’s request),
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].

    


    


    9.           Order of
Precedence.

    


    In the
event of any inconsistency between the terms of this Letter Agreement and the
terms of any other provisions of the CSGTA, the terms of this Letter Agreement
shall control.


    
      
        
          P.A.
3219

          Spare_Parts_Commitment

          BOEING
PROPRIETARY

        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          3219-05  Page


          


        

      

    


    10.           Further
Discussions.

    


    Boeing
and Customer agree and understand that Customer may want to pursue other types
of spares provisioning programs, which Boeing may offer now or in the future as
well as a unique program, which Customer may suggest.  Boeing agrees
to enter into good-faith negotiations with Customer on the aforementioned
topics.

    


    


    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.
3219

          Spare_Parts_Commitment

          BOEING
PROPRIETARY