ex10138r.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          6-1162-AKP-073R1  Page
4

          


        

      

    


    6-1162-AKP-073R1

    


    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport, Texas  75261-9616

    


    


    Subject:                                Accident
Claims and Litigation

    


    
      	
              Reference:

            	
              Purchase
      Agreement Nos. 1977, 1978, 1979, 1980, and 3219 (collectively, the
      Purchase Agreements) between The Boeing Company and American Airlines,
      Inc. relating to Model 737, 757, 767, 777, 787 Aircraft,
      respectively

            


    

    


    This letter agreement (Letter
Agreement) is entered into on the date below, and amends and supplements each
Purchase Agreement. Capitalized terms used herein but not otherwise defined
shall have the meanings assigned thereto in Exhibit C to the applicable
Purchase Agreement or elsewhere in such Purchase Agreement.

    


    1.           Scope.

    


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

    


    2.           Initial
Meeting.

    


    [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];

    


    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].

    3.           Subsequent
Meetings.

    


    The parties will meet periodically
after the initial meeting in order to review [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].

    


    [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].

    


    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].

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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

    


    7.           Resolution of Other
Matters.

    


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

    


    8.           Punitive
Damages.

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

    


    9.           Insurance
Coverage.

    


    [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].

    


    10.           Miscellaneous.

    


    10.1           All
rights and obligations of the parties under this Letter Agreement shall accrue
and apply solely to the parties and their successors and permitted assigns and
there is no intent to benefit any third parties.

    


    10.2           Each
party shall do and perform, at such party’s expense, such further acts and
execute and deliver such further instruments and documents as may be required by
applicable law or as may be reasonably requested by the other party to
effectuate the purposes of this Letter Agreement.

    


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

    


    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. Nos.
1977, 1978, 1979, 1980, and 3219

          Accident
Claims and Litigation

          BOEING
PROPRIETARY