ex10138o.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          3219-08   Page
3

        

      

    


    3219-08

    


    


    American
Airlines, Inc.

    P.O. Box
619616

    Dallas-Fort
Worth Airport

    Texas
75261-9616

    


    


    Subject:                      Open
Configuration Matters

    


    


    
      	
              Reference:

            	
              Purchase
      Agreement 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 amends the Purchase Agreement. All terms used but not defined
in this Letter Agreement have the same meaning as in the Purchase
Agreement.

    


    1.           Aircraft
Configuration.

    


               1.1           Initial
Configuration.  The initial configuration of Customer's Model
787-923 Aircraft has been defined by Detail Specification 787B1-4102-Rev B,
July 9, 2007 as described in Article 1 and Exhibit A of the Purchase
Agreement (the Aircraft Configuration). [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].

    


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

    



    
      
        
          P.A. No.
3219 80111

          Open_Configuration_Matters Rev.:
12/17/03

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          3219-08   Page
3

        

      

    


    2.           Effect on Purchase
Agreement.

    


    2.1           Basic
Specification.  Changes applicable to the basic Model 787-9
aircraft which are developed by Boeing between the date of signing of the
Purchase Agreement and completion of the final configuration review described in
paragraph 1.2 above will be incorporated into the Aircraft Configuration by
written amendment.

    


    2.2           Exhibit
A.  The effects of all Options, which are mutually agreed upon
between Boeing and Customer for incorporation into the Aircraft Configuration
will be incorporated into Exhibit A of the Purchase Agreement by written
amendment.

    


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

    


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


    
      
        
          P.A. No.
3219

          Open_Configuration_Matters Rev.:
12/17/03

          BOEING
PROPRIETARY 

          


        

         


      

      
         


        
          

        

      

      
         


        
          American
Airlines, Inc.

          3219-08   Page
3

        

      

    


    


    3.           Purchase Agreement
Amendment.

    


    Within [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]. after reaching agreement as to the final Aircraft Configuration,
Boeing will provide Customer an amendment to the Purchase Agreement reflecting
the effects of the configuration changes agreed to by the parties.

    


    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

          Open_Configuration_Matters Rev.:
12/17/03

          BOEING
PROPRIETARY