Reference: Purchase Agreement No. 1977 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-823 aircraft (the Aircraft)

 
American
Airlines, Inc.
6-1162-CLO-1082
Page 4

6-1162-CLO-1082

American
Airlines, Inc.
X.X. Xxx
000000
Xxxxxx-Xxxx
Xxxxx Xxxxxxx, Xxxxx 00000-0000

Subject:                      Advance
Payments and Permitted Transactions 2

            Reference:

            Purchase
      Agreement No. 1977 (the Purchase Agreement) between The Boeing Company
      (Boeing) and American Airlines, Inc.  (Customer) relating to
      Model 737-823 aircraft (the
Aircraft)

This
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.  

            Advance Payments for
      Aircraft.

Notwithstanding Article 4.2 and Table
1C of the Purchase Agreement, which sets forth Boeing’s standard [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT], Boeing and Customer agree that the [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT], is hereby amended as follows:

            1.1  

            Customer
      will make Advance Payments to Boeing [CONFIDENTIAL PORTION OMITTED AND
      FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
      CONFIDENTIAL TREATMENT].

            1.2  

            Notwithstanding
      Section 1.3 of Letter Agreement No. 6-1162-AKP-070 entitled Miscellaneous
      Commitments for Model 737, 757, 767 and 777 Aircraft, Customer will
      [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
      PURSUANT TO A REQUEST FOR CONFIDENTIAL
  TREATMENT].

            1.3  

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

2.           Permitted
Transactions

Notwithstanding
Article 9.2 of the AGTA, Boeing agrees that Customer may from time to time prior
to delivery of any Relevant Aircraft [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]:

            (i)  

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

            (ii)  

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

            (iii)  

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

            (iv)  

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

            (v)  

            [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].

For
avoidance of doubt, nothing within this Letter Agreement is intended to, nor
shall it, derogate the rights and obligations of Boeing and Customer with regard
to the financing of aircraft at or following delivery in accordance with Article
9.2 of the AGTA.

P.A. No.
1977 SA-32
Advance
Payments and Permitted Transactions 2
BOEING
PROPRIETARY 

American
Airlines, Inc.
6-1162-CLO-1082
Page 4

3.            Confidential
Treatment.
 
Customer and Boeing understand certain
commercial and financial information contained in this Letter Agreement is
considered by Boeing and Customer as confidential.  Customer and
Boeing agree that each will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior written consent
of the other, disclose this Letter Agreement or any information contained herein
to any other person or entity, except as required by law or government
regulation.
 
Very
truly yours,

THE
BOEING COMPANY

By

Its Attorney-In-Fact

ACCEPTED
AND AGREED TO this

Date:
_______________, 2009

AMERICAN
AIRLINES, INC.

By                                          

Its                                          

P.A. No.
1977 SA-32
Advance
Payments and Permitted Transactions 2
BOEING
PROPRIETARY 

P.A. No.
1977 SA-32
Advance
Payments and Permitted Transactions 2
BOEING
PROPRIETARY
Document Metadata

Table of Contents

Reference: Purchase Agreement No. 1977 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 737-823 aircraft (the Aircraft)

Document Metadata
