ex1029t.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


          
            American
Airlines, Inc.

            6-1162-CLO-1032  Page
4

          

        

      


      6-1162-CLO-1032

      


      


      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:

              	
                (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)

              	
                Purchase
      Agreement No. 1979 between The Boeing Company and American Airlines, Inc.
      relating to Model 767-323ER
aircraft

              


      

      
        	
                 
      

              	
                (
      c)

              	
                Purchase
      Agreement No. 1980 between The Boeing Company and American Airlines, Inc
      relating to Model 777-223IGW
aircraft

              


      

      
        	
                 
      

              	
                (d)

              	
                Security
      Agreement dated October 16, 2002 between The Boeing Company and American
      Airlines, Inc.

              


      

      


      


      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.

      


      1.           Introduction.

      


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

      


      2.           [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].

      


      


      


      [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].

      


      


      


      


      


      


      


      


      


      


      


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

      


      3.           [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].

      


      


      4.           Availability of
[CONFIDENTIAL PORTION OMITTED AND FILED

      SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft.

      


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

      


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

      


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

      


      


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

      


      


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

      


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

      


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

      


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

      


      


      5.           Purchase
Obligations.

      


      [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].

      


      


      7.           Security Agreement and Other
Subsequent Agreement Amendments.

      


      [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].

      


      8.           Assignment.

      


      Notwithstanding any other provisions of
the Purchase Agreement, the rights and obligations described in this Letter
Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


          
            American
Airlines, Inc.

            6-1162-CLO-1032  Page
4

          

        

      


      


      9.           Confidential
Treatment.

      


      Customer
understands and agrees that the information contained herein represents
confidential business information and has value precisely because it is not
available generally or to other parties.  Customer agrees to limit the
disclosure of its contents to employees of Customer with a need to know the
contents for purposes of helping Customer perform its obligations under the
Purchase Agreement and who understand they are not to disclose its contents to
any other person or entity without the prior written consent of
Boeing.

      


      


      Very
truly yours,

      


      THE
BOEING COMPANY

      


      


      By                                          

      


      Its           Attorney-In-Fact           

      


      


      ACCEPTED
AND AGREED TO this

      


      Date:
                               ,
2008

      


      AMERICAN
AIRLINES, INC.

      


      


      By                                          

      


      Its                                          

      


      


      Attachments:

      


      
        	
                1.  

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

              


      

      
        	
                2.  

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

              


      

      
        	
                3.  

              	
                [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].

              


      


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      


      Attachment
1 – 767 MAPD and QADP upon execution of this Letter Agreement

      


      Attachment
B to Letter Agreement 6-1162-AKP-100R1 (Model 767)

      MADP
Rights Aircraft Delivery Months and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1979                                                                                                   SA
No. X Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
1 – 767 MAPD and QADP upon execution of this Letter Agreement

      


      Attachment
C to Letter Agreement 6-1162-AKP-100R1 (Model 767)

      QADP
Rights Aircraft Delivery Quarters and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1979                                                                                                   SA
No. X Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
2 – 777 MAPD and QADP upon execution of this Letter Agreement

      


      Attachment
B to Letter Agreement 6-1162-AKP-110R1 (Model 777)

      MADP
Rights Aircraft Delivery Months and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1980                                                                                                   SA
No. X Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
2 – 777 MAPD and QADP upon execution of this Letter Agreement

      


      Attachment
C to Letter Agreement 6-1162-AKP-110R1 (Model 777)

      QADP
Rights Aircraft Delivery Quarters and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1980                                                                                                   SA
No. X Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
3 – 767 MAPD and QADP if no 787s are reconfirmed

      


      Attachment
B to Letter Agreement 6-1162-AKP-100R1 (Model 767)

      MADP
Rights Aircraft Delivery Months and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1979                                                                                                   SA
No. X Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
3 – 767 MAPD and QADP if no 787s are reconfirmed

      


      Attachment
C to Letter Agreement 6-1162-AKP-100R1 (Model 767)

      QADP
Rights Aircraft Delivery Quarters and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1979                                                                                                   SA
No. X Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
4 – 777 MAPD and QADP if no 787s are reconfirmed

      


      Attachment
B to Letter Agreement 6-1162-AKP-110R1 (Model 777)

      MADP
Rights Aircraft Delivery Months and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1980                                                                                                   SA
No. X Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
4 – 777 MAPD and QADP if no 787s are reconfirmed

      


      Attachment
C to Letter Agreement 6-1162-AKP-110R1 (Model 777)

      QADP
Rights Aircraft Delivery Quarters and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1980                                                                                                   SA
No. X Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
B to Letter Agreement 6-1162-AKP-100R1 (Model 767)

      MADP
Rights Aircraft Delivery Months and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1979                                                                                                    SA
No. 6 Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
C to Letter Agreement 6-1162-AKP-100R1 (Model 767)

      QADP
Rights Aircraft Delivery Quarters and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1979                                                                                                    SA
No. 6 Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
B to Letter Agreement 6-1162-AKP-110R1 (Model 777)

      MADP
Rights Aircraft Delivery Months and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1980                                                                                                   SA
No. 17 Page 1 of 1


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
C to Letter Agreement 6-1162-AKP-110R1 (Model 777)

      QADP
Rights Aircraft Delivery Quarters and Exercise Dates

      


      


      


      


      


      


      


      


      


      


      


      


      


      [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH

      THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
No.
1980                                  SA
No. 17


      
        
          
            P.A. No.
3219

            Reconfirmation
Rights                                                     
Rev.: 04/03/08

            BOEING
PROPRIETARY