<PAGE>

                                                                 Exhibit 4(f)(1)

                                                                  Execution Copy
================================================================================

                             PARTICIPATION AGREEMENT

                         Dated as of September 24, 2002

                                      among

                            AMERICAN AIRLINES, INC.,

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,
                    as Pass Through Trustee under each of the
                          Pass Through Trust Agreements

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,
                             as Subordination Agent

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,
                                 as Loan Trustee

                                       and

               STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                              NATIONAL ASSOCIATION,
                 in its individual capacity as set forth herein

                                 --------------



                       Aircraft of the make and model and
                    bearing the U.S. Registration Number and
                     Manufacturer's Serial Number listed on
                                Schedule I hereto


================================================================================
<PAGE>
                                  ARTICLE I
                                 DEFINITIONS

<TABLE>
<S>                                                                                                   <C>
Section 1.01.  Definitions.........................................................................    2
Section 1.02.  Other Definitional Provisions.......................................................    2

                                                ARTICLE II
                                                THE LOANS

Section 2.01.  The Loans...........................................................................    2
Section 2.02.  Issuance of Equipment Notes.........................................................    2
Section 2.03.  The Closing.........................................................................    3

                                               ARTICLE III
                                           CONDITIONS PRECEDENT

Section 3.01.  Conditions Precedent to Obligations of the Pass Through Trustees....................    3
Section 3.02.  Conditions Precedent to Obligations of the Company..................................    6

                                                ARTICLE IV
                        REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF THE COMPANY

Section 4.01.  Representations and Warranties of the Company.......................................    8
Section 4.02.  General Indemnity...................................................................   10

                                                ARTICLE V
                        REPRESENTATIONS, WARRANTIES AND COVENANTS OF STATE STREET

Section 5.01.  Representations, Warranties and Covenants of State Street...........................   14

                                                ARTICLE VI
                                      OTHER COVENANTS AND AGREEMENTS

Section 6.01.  Other Agreements....................................................................   16
Section 6.02.  Certain Covenants of the Company....................................................   18

                                               ARTICLE VII
                                              MISCELLANEOUS

Section 7.01.  Notices.............................................................................   20
Section 7.02.  Survival of Representations, Warranties, Indemnities, Covenants and
               Agreements..........................................................................   20
Section 7.03.  Governing Law.......................................................................   21
Section 7.04.  Severability........................................................................   21
</TABLE>


                                      i
<PAGE>
<TABLE>
<S>                                                                                                   <C>
Section 7.05.  No Oral Modifications or Continuing Waivers; Consents...............................   21
Section 7.06.  Effect of Headings and Table of Contents............................................   21
Section 7.07.  Successors and Assigns..............................................................   21
Section 7.08.  Benefits of Agreement...............................................................   21
Section 7.09.  Counterparts........................................................................   22
Section 7.10.  Submission to Jurisdiction..........................................................   22
Section 7.11.  No Petition.........................................................................   22
Section 7.12.  Agreement Regarding Section 8.01(d) of the Indenture................................   22

Schedule I -   Certain Terms

Schedule II -  Equipment Notes, Purchasers and Original Principal Amounts
Schedule III - Trust Supplements

Exhibit A -    Form of Opinion of Counsel for the Company
Exhibit B -    Form of Opinion of Special Counsel for the Loan Trustee, the Subordination
               Agent and State Street
Exhibit C -    Form of Opinion of Special FAA Counsel
Exhibit D-1 -  Form of Opinion of External Counsel for the Primary Liquidity Provider
Exhibit D-2 -  Form of Opinion of Internal Counsel of the Primary Liquidity Provider
Exhibit D-3 -  Form of Opinion of U. S. External Counsel for the Above-Cap Liquidity
               Provider

Exhibit D-4    Form of Opinion of U. K. External Counsel for the Above-Cap Liquidity
               Provider

Exhibit E -    Form of Manufacturer's Consent

Exhibit F -    Form of Opinion of Special Counsel for the Pass Through Trustee

Annex A -      Definitions
</TABLE>


                                       ii
<PAGE>
                             PARTICIPATION AGREEMENT

            This PARTICIPATION AGREEMENT, dated as of September 24, 2002, is
made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with
its successors and permitted assigns, the "Company"), STATE STREET BANK AND
TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national banking
association (in its individual capacity, together with its successors and
permitted assigns, "State Street"), not in its individual capacity except as
otherwise expressly provided in any of the Operative Documents or the Pass
Through Documents, but solely as trustee (in such capacity together with any
successor or other trustee in such capacity, the "Pass Through Trustee") under
each of the Pass Through Trust Agreements (such term and other capitalized terms
used herein without definition being defined as provided in Section 1.01), STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a national
banking association, as subordination agent and trustee (in such capacity,
together with any successor trustee in such capacity, the "Subordination Agent")
under the Intercreditor Agreement, and STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, as loan trustee (in such capacity, together
with any successor trustee in such capacity, the "Loan Trustee") under the
Indenture.

                              W I T N E S S E T H:

            WHEREAS, the Company is the owner of that certain aircraft of the
make and model set forth in Schedule I hereto as more particularly described in
the Indenture Supplement originally executed and delivered under the Indenture;

            WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company and the Loan Trustee are entering into the Indenture,
pursuant to which, among other things, the Company will issue separate series of
Equipment Notes, which Equipment Notes are to be secured by a security interest
in all right, title and interest of the Company in and to the Aircraft and
certain other property described in the Indenture;

            WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each
of the Trust Supplements set forth in Schedule III hereto, concurrently with the
execution and delivery of this Agreement, separate Pass Through Trusts are being
created to facilitate certain of the transactions contemplated hereby,
including, without limitation, the issuance and sale of Pass Through
Certificates;

            WHEREAS, pursuant to the Intercreditor Agreement, the Subordination
Agent will hold the Equipment Notes on behalf of the Pass Through Trusts;

            NOW, THEREFORE, in consideration of the foregoing premises and the
mutual agreements herein contained, and of other good and valuable consideration
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:



                                       1
<PAGE>
                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01. Definitions. For the purposes of this Agreement,
unless the context otherwise requires, capitalized terms used but not defined
herein shall have the respective meanings set forth or incorporated by reference
in Annex A.

            Section 1.02. Other Definitional Provisions.

            (a) The definitions stated herein and in Annex A apply equally to
both the singular and the plural forms of the terms defined.

            (b) All references in this Agreement to designated "Articles",
"Sections", "Subsections", "Schedules", "Exhibits", "Annexes" and other
subdivisions are to the designated Article, Section, Subsection, Schedule,
Exhibit, Annex or other subdivision of this Agreement, unless otherwise
specifically stated.

            (c) The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision.

            (d) All references in this Agreement to a "government" are to such
government and any instrumentality or agency thereof.

            (e) Unless the context otherwise requires, whenever the words
"including", "include" or "includes" are used herein, they shall be deemed to be
followed by the phrase "without limitation".

                                   ARTICLE II

                                   THE LOANS

            Section 2.01. The Loans. Subject to the terms and conditions of this
Agreement and the Indenture, on the Closing Date the Pass Through Trustee for
each Pass Through Trust shall make a loan to the Company by paying to the
Company the aggregate original principal amounts of the Equipment Notes being
issued to such Pass Through Trust as set forth on Schedule II opposite the name
of such Pass Through Trust. The Pass Through Trustees, on behalf of the Pass
Through Trusts, shall make such loans to the Company no later than 10:00 a.m.
(New York City time) on the Closing Date by transferring such amount in
immediately available funds to the Company at its account at The Chase Manhattan
Bank (ABA No. 021000021), Account Number 910-1-019884, Attention: Tina DoCampo.

            Section 2.02. Issuance of Equipment Notes. Upon the occurrence of
the above



                                       2
<PAGE>
payments by the Pass Through Trustee for each Pass Through Trust to the Company,
the Company shall issue, pursuant to and in accordance with Article II of the
Indenture, to the Subordination Agent as agent and trustee for the Pass Through
Trustee for each Pass Through Trust, one or more Equipment Notes of the maturity
and aggregate principal amount and bearing the interest rate set forth in
Schedule II opposite the name of such Pass Through Trust. Each such Equipment
Note shall be duly authenticated by the Loan Trustee pursuant to the Indenture,
registered in the name of the Subordination Agent and dated the Closing Date and
shall be delivered by the Loan Trustee to the Subordination Agent.

            Section 2.03. The Closing. The closing (the "Closing") of the
transactions contemplated hereby shall take place at the offices of Debevoise &
Plimpton, 919 Third Avenue, New York, New York at 10:00 a.m. (New York City
time) on September 24, 2002, or at such other time or place as the parties shall
agree.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

            Section 3.01. Conditions Precedent to Obligations of the Pass
Through Trustees. The obligation of each Pass Through Trustee to make the loan
contemplated by Article II is subject to the fulfillment (or the waiver by such
Pass Through Trustee) prior to or on the Closing Date of the following
conditions precedent:

            (a) The Company shall have tendered the Equipment Notes to the Loan
      Trustee for authentication, and the Loan Trustee shall have authenticated
      such Equipment Notes and shall have tendered the Equipment Notes to the
      Subordination Agent on behalf of the applicable Pass Through Trustee in
      accordance with Section 2.02.

            (b) No change shall have occurred after the date of this Agreement
      in applicable law or regulations thereunder or interpretations thereof by
      appropriate regulatory authorities or any court that would make it a
      violation of law or governmental regulations for the Pass Through Trustees
      to make the loans contemplated by Section 2.01 or to acquire the Equipment
      Notes.

            (c) This Agreement and the following documents shall have been duly
      authorized, executed and delivered by the respective party or parties
      thereto (other than the Pass Through Trustees or the Loan Trustee), shall
      be in full force and effect and executed counterparts (or copies thereof
      where indicated) thereof shall have been delivered to each relevant Pass
      Through Trustee:

                  (i) the Intercreditor Agreement;

                  (ii) the Primary Liquidity Facilities relating to the Pass
            Through Certificates, Series 2002-1G and Pass Through Certificates,
            Series 2002-1C;



                                       3
<PAGE>
                  (iii) the Above-Cap Liquidity Agreement relating to the Pass
            Through Certificates, Series 2002-1G;

                  (iv) the Policy relating to the Pass Through Certificates,
            Series 2002-1G;

                  (v) the Pass Through Trust Agreements;

                  (vi) the Indenture and the Indenture Supplement covering the
            Aircraft and dated the Closing Date;

                  (vii) the Manufacturer's Consent;

                  (viii) a copy of the FAA Bill of Sale; and

                  (ix) a copy of the Warranty Bill of Sale.

            (d) A Uniform Commercial Code financing statement or statements
      covering the security interest created by the Indenture naming the
      Company, as debtor, and the Loan Trustee, as secured party, shall have
      been duly filed in all places necessary or desirable within the State of
      Delaware.

            (e) Each Pass Through Trustee shall have received the following:

                  (i) a certificate dated the Closing Date of the Secretary or
            an Assistant Secretary of the Company, certifying as to (A) a copy
            of the resolutions of the Board of Directors of the Company or the
            executive committee thereof duly authorizing the transactions
            contemplated hereby and the execution, delivery and performance by
            the Company of this Agreement and the Indenture and each other
            document required to be executed and delivered by the Company in
            accordance with the provisions hereof or thereof and (B) a copy of
            the certificate of incorporation and by-laws of the Company, as in
            effect on the Closing Date;

                  (ii) a certificate or other evidence from the Secretary of
            State of the State of Delaware, dated as of a date reasonably near
            the Closing Date, as to the due incorporation and good standing of
            the Company in such state;

                  (iii) an incumbency certificate of the Company as to the
            person or persons authorized to execute and deliver this Agreement,
            the Indenture and each other document to be executed by the Company
            in connection with the transactions contemplated hereby and thereby,
            and the specimen signatures of such person or persons; and

                  (iv) one or more certificates of the Loan Trustee and the
            Subordination Agent certifying to the reasonable satisfaction of the
            Pass Through Trustees as to the



                                       4
<PAGE>
            due authorization, execution, delivery and performance by the Loan
            Trustee and the Subordination Agent of each of the Operative
            Documents to which the Loan Trustee or the Subordination Agent is or
            will be a party and any other documents to be executed by or on
            behalf of the Loan Trustee or Subordination Agent in connection with
            the transactions contemplated hereby or thereby.

            (f) On the Closing Date, the following statements shall be correct:
      (i) the representations and warranties herein of the Company are correct
      in all material respects as though made on and as of such date, except to
      the extent that such representations and warranties relate solely to an
      earlier date (in which case such representations and warranties are
      correct on and as of such earlier date) and (ii) no event has occurred and
      is continuing that constitutes an Event of Default or an Event of Loss or
      would constitute an Event of Default or Event of Loss but for the
      requirement that notices be given or time elapse or both.

            (g) Each Pass Through Trustee and the Loan Trustee shall have
      received an opinion addressed to it from Anne H. McNamara, Esq., Senior
      Vice President and General Counsel of the Company (or such other internal
      counsel to the Company as shall be reasonably satisfactory to the Pass
      Through Trustees) substantially in the form set forth in Exhibit A.

            (h) Each Pass Through Trustee and the Loan Trustee shall have
      received an opinion addressed to it from Bingham McCutchen LLP, special
      counsel for State Street, the Loan Trustee and the Subordination Agent,
      substantially in the form set forth in Exhibit B.

            (i) Each Pass Through Trustee and the Loan Trustee shall have
      received an opinion addressed to it from Crowe & Dunlevy, P.C., special
      FAA counsel in Oklahoma City, Oklahoma, substantially in the form set
      forth in Exhibit C.

            (j) Each Pass Through Trustee and the Loan Trustee shall have
      received a certificate or certificates signed by the chief financial or
      accounting officer, any Senior Vice President, the Treasurer, any Vice
      President or any Assistant Treasurer (or any other Responsible Officer) of
      the Company, dated the Closing Date, certifying as to the correctness of
      each of the matters stated in Section 3.01(f).

            (k) Each Pass Through Trustee shall have received a certificate from
      State Street in its individual capacity and as Loan Trustee and
      Subordination Agent, as applicable, dated the Closing Date, signed by an
      authorized officer of State Street in its individual capacity and as Loan
      Trustee and Subordination Agent, as applicable, certifying for each such
      entity that no Loan Trustee Liens or Other Party Liens attributable to it,
      as applicable, exist, and further certifying as to the correctness of each
      of the matters stated in Section 5.01.

            (l) [intentionally left blank]

            (m) Each Pass Through Trustee shall have received opinions addressed
      to it from



                                       5
<PAGE>
      (i) Vedder, Price, Kaufmann & Kammholz, external counsel for the Primary
      Liquidity Provider, and from internal counsel of the Primary Liquidity
      Provider, substantially in the form set forth in Exhibit D-1 and D-2,
      respectively; and (ii) Sidley, Austin, Brown & Wood, as U. S. external
      counsel for the Above-Cap Liquidity Provider, substantially in the form of
      Exhibit D-3, and as U. K. external counsel for the Above-Cap Liquidity
      Provider, substantially in the form of Exhibit D-4.

            (n) The Loan Trustee shall have received an insurance report of an
      independent insurance broker and the related certificates of insurance,
      each in form and substance reasonably satisfactory to the Loan Trustee, as
      to the compliance with the terms of Section 7.06 of the Indenture relating
      to insurance with respect to the Aircraft.

            (o) No action or proceeding shall have been instituted nor shall
      governmental action be threatened before any court or governmental agency,
      nor shall any order, judgment or decree have been issued or proposed to be
      issued by any court or governmental agency at the time of the Closing to
      set aside, restrain, enjoin or prevent the completion and consummation of
      this Agreement or the transactions contemplated hereby.

            (p) The Company shall have entered into the Underwriting Agreement,
      the Class G Pass Through Certificates shall have been issued and sold
      pursuant to the Underwriting Agreement, and the Underwriters shall have
      transferred to the Class G Pass Through Trustee in immediately available
      funds an amount at least equal to the aggregate purchase price of the
      Series G Equipment Notes to be purchased from the Company; and the
      purchasers of the Class C and Class D Pass Through Certificates shall have
      transferred to the Class C and Class D Pass Through Trustees in
      immediately available funds an amount at least equal to the aggregate
      purchase price of the Series C and Series D Equipment Notes to be
      purchased from the Company.

            (q) The Loan Trustee shall have received an executed copy of the
      Manufacturer's Consent substantially in the form set forth in Exhibit E.

            Promptly upon the recording of the Indenture (with the Indenture
Supplement attached) pursuant to the Transportation Code, the Company will cause
Crowe & Dunlevy, P.C., special FAA counsel in Oklahoma City, Oklahoma to deliver
to the Subordination Agent on behalf of the Pass Through Trustees, to the Loan
Trustee and to the Company an opinion as to the due recording of such instrument
and the lack of filing of any intervening documents with respect to the
Aircraft.

            Section 3.02. Conditions Precedent to Obligations of the Company.
The obligation of the Company to issue and sell the Equipment Notes is subject
to the fulfillment (or waiver by the Company) prior to or on the Closing Date of
the following conditions precedent:

            (a) No change shall have occurred after the date of this Agreement
      in applicable



                                       6
<PAGE>
      law or regulations thereunder or interpretations thereof by appropriate
      regulatory authorities or any court that would make it a violation of law
      or governmental regulations for the Company to enter into any transaction
      contemplated by the Operative Documents or the Pass Through Trust
      Agreements.

            (b) The documents referred to in Section 3.01(c) shall have been
      duly authorized, executed and delivered by the respective party or parties
      thereto (other than the Company), shall be in full force and effect and
      executed counterparts (or copies thereof where indicated) thereof shall
      have been delivered to the Company, and the Company shall have received
      such documents and evidence with respect to State Street, each Liquidity
      Provider, the Policy Provider, the Loan Trustee, the Subordination Agent
      and each Pass Through Trustee as the Company may reasonably request in
      order to establish the consummation of the transactions contemplated by
      this Agreement, the taking of all corporate and other proceedings in
      connection therewith and compliance with the conditions herein set forth.

            (c) The Indenture (with the Indenture Supplement covering the
      Aircraft attached) shall have been duly filed for recordation (or shall be
      in the process of being so duly filed for recordation) with the FAA
      pursuant to the Transportation Code.

            (d) On the Closing Date, the representations and warranties herein
      of State Street, the Loan Trustee, the Subordination Agent and the Pass
      Through Trustees shall be correct as though made on and as of such date,
      except to the extent that such representations and warranties relate
      solely to an earlier date (in which case such representations and
      warranties shall have been correct on and as of such earlier date), and,
      insofar as such representations and warranties concern State Street, the
      Loan Trustee, the Subordination Agent or any Pass Through Trustee, such
      party shall have so certified to the Company.

            (e) The Company shall have received each opinion referred to in
      Subsections 3.01(h), 3.01(i) and 3.01(m), each such opinion (other than
      3.01(m)) addressed to the Company or accompanied by a letter from the
      counsel rendering such opinion authorizing the Company to rely on such
      opinion as if it were addressed to the Company, and the certificates
      referred to in Subsections 3.01(e)(iv) and 3.01(k).

            (f) The Company shall have received an opinion addressed to it from
      Bingham McCutchen LLP, special counsel for the Pass Through Trustees,
      substantially in the form set forth in Exhibit F.

            (g) No action or proceeding shall have been instituted nor shall
      governmental action be threatened before any court or governmental agency,
      nor shall any order, judgment or decree have been issued or proposed to be
      issued by any court or governmental agency at the time of the Closing to
      set aside, restrain, enjoin or prevent the completion and consummation of
      this Agreement or the transactions contemplated hereby.



                                       7
<PAGE>
            (h) The Company shall have received a certificate from State Street
      dated the Closing Date, signed by an authorized officer of State Street,
      certifying for each Pass Through Trustee that no Other Party Liens
      attributable to it exist and further certifying as to the correctness of
      each of the matters stated in Section 5.01.

                                   ARTICLE IV

                   REPRESENTATIONS, WARRANTIES AND INDEMNITIES
                                 OF THE COMPANY

            Section 4.01. Representations and Warranties of the Company. The
Company represents and warrants that:

            (a) The Company is a corporation duly incorporated and validly
      existing in good standing under the laws of the State of Delaware, is a
      Certificated Air Carrier, is a Citizen of the United States, has the
      corporate power and authority to own or hold under lease its properties
      and to enter into and perform its obligations under the Operative
      Documents to which it is a party and is duly qualified to do business as a
      foreign corporation in good standing in each state in which it has
      intrastate routes or has a principal office or a major overhaul facility
      (other than states where the failure to so qualify would not have a
      material adverse effect on the consolidated financial condition of the
      Company and its subsidiaries, considered as a whole).

            (b) The execution, delivery and performance by the Company of this
      Agreement and the other Operative Documents to which the Company is a
      party have been duly authorized by all necessary corporate action on the
      part of the Company, do not require any stockholder approval or approval
      or consent of any trustee or holder of any indebtedness or obligations of
      the Company, except such as have been duly obtained and are in full force
      and effect, and do not contravene any law, governmental rule, regulation,
      judgment or order binding on the Company or the certificate of
      incorporation or by-laws of the Company or contravene or result in a
      breach of, or constitute a default under, or result in the creation of any
      Lien (other than as permitted under the Indenture) upon the property of
      the Company under, any material indenture, mortgage, contract or other
      agreement to which the Company is a party or by which it or any of its
      properties may be bound or affected.

            (c) Neither the execution and delivery by the Company of this
      Agreement and the other Operative Documents to which it is a party, nor
      the consummation by the Company of any of the transactions contemplated
      hereby or thereby, requires the authorization, consent or approval of, the
      giving of notice to, the filing or registration with or the taking of any
      other action in respect of, the Department of Transportation, the FAA or
      any other federal or state governmental authority or agency, except for
      (i) the registration of the issuance and sale of the Pass Through
      Certificates under the Securities Act of 1933, as amended, and under the
      securities laws of any state in which the Pass Through Certificates may be
      offered for sale



                                       8
<PAGE>
      if the laws of such state require such action, (ii) the qualification of
      the Pass Through Trust Agreements under the Trust Indenture Act of 1939,
      as amended, (iii) the filings referred to in Section 4.01(e), (iv) such as
      may be required in connection with listing the Pass Through Certificates
      on the Luxembourg Stock Exchange and (v) consents, approvals, notices,
      registrations and other actions required to be obtained, given, made or
      taken only after the date hereof.

            (d) This Agreement and each other Operative Document to which the
      Company is a party have been duly executed and delivered by the Company
      and constitute the legal, valid and binding obligations of the Company
      enforceable against the Company in accordance with their terms, except as
      the same may be limited by bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting the rights of creditors
      generally and by general principles of equity and except, in the case of
      the Indenture, as limited by applicable laws that may affect the remedies
      provided in the Indenture, which laws, however, do not make the remedies
      provided in the Indenture inadequate for the practical realization of the
      rights and benefits intended to be provided thereby.

            (e) Except for (i) the filing for recordation pursuant to the
      Transportation Code of the Indenture (with the Indenture Supplement
      covering the Aircraft attached) and (ii) with respect to the security
      interests created by such documents, the filing of financing statements
      (and continuation statements at periodic intervals) under the Uniform
      Commercial Code of Delaware, no further filing or recording of any
      document is necessary or advisable under the laws of the United States or
      any state thereof as of the Closing Date in order to establish and perfect
      the security interest in the Aircraft created under the Indenture in favor
      of the Loan Trustee as against the Company and any third parties in any
      applicable jurisdiction in the United States.

            (f) The Company is not an investment company or a company controlled
      by an investment company within the meaning of the Investment Company Act
      of 1940, as amended.

            (g) As of the Closing Date, (i) the Company has good title to the
      Aircraft, free and clear of Liens other than Permitted Liens, (ii) the
      Aircraft has been duly certified by the FAA as to type and airworthiness
      in accordance with the terms of the Indenture, (iii) the Indenture (with
      the Indenture Supplement covering the Aircraft attached) has been duly
      filed for recordation (or shall be in the process of being so duly filed
      for recordation) with the FAA pursuant to the Transportation Code and (iv)
      the Aircraft is duly registered with the FAA in the name of the Company.



                                       9
<PAGE>
            Section 4.02. General Indemnity.

            (a) Claims Defined. For the purposes of this Section 4.02, "Claims"
shall mean any and all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, costs or expenses of whatsoever kind and nature (whether
or not on the basis of negligence, strict or absolute liability or liability in
tort) that may be imposed on, incurred by, suffered by or asserted against an
Indemnitee, as defined herein, and, except as otherwise expressly provided in
this Section 4.02, shall include all reasonable out-of-pocket costs,
disbursements and expenses (including reasonable out-of-pocket legal fees and
expenses) of an Indemnitee in connection therewith or related thereto.

            (b) Indemnitee Defined. For the purposes of this Section 4.02,
"Indemnitee" means (i) State Street and the Loan Trustee, (ii) so long as it
holds any Equipment Notes as agent and trustee of any Pass Through Trustee, the
Subordination Agent, (iii) so long as it is the holder of any Equipment Notes,
each Pass Through Trustee, (iv) each Liquidity Provider, (v) the Policy Provider
and (vi) each of their respective successors and permitted assigns in such
capacities, agents, servants, officers, employees and directors (the respective
agents, servants, officers, employees and directors of each of the foregoing
Indemnitees, as applicable, together with such Indemnitee, being referred to
herein collectively as the "Related Indemnitee Group" of such Indemnitee);
provided that such Persons shall, to the extent they are not signatories to this
Agreement, have expressly agreed in writing to be bound by the terms of this
Section 4.02 prior to, or concurrently with, the making of a Claim hereunder. If
an Indemnitee fails to comply with any duty or obligation under this Section
4.02 with respect to any Claim, such Indemnitee shall not, to the extent such
failure was prejudicial to the Company, be entitled to any indemnity with
respect to such Claim under this Section 4.02. No holder of a Pass Through
Certificate in its capacity as such holder shall be an Indemnitee for purposes
hereof.

            (c) Claims Indemnified. Subject to the exclusions stated in
Subsection 4.02(d), the Company agrees to indemnify, protect, defend and hold
harmless on an after-Tax basis each Indemnitee against Claims resulting from or
arising out of the sale, purchase, acceptance, non-acceptance or rejection of
the Aircraft under the Purchase Agreement or the ownership, possession, use,
non-use, substitution, airworthiness, control, maintenance, repair, operation,
registration, re-registration, condition, sale, lease, sublease, storage,
modification, alteration, return, transfer or other disposition of the Aircraft,
the Airframe, any Engine or any Part (including, without limitation, latent or
other defects, whether or not discoverable, and any claim for patent, trademark
or copyright infringement) by the Company, any Permitted Lessee or any other
Person. Without limiting the foregoing and subject to, and without duplication
of, the provisions of Section 6.01(a), the Company agrees to pay the reasonable
ongoing fees, and the reasonable out-of-pocket costs and expenses (including,
without limitation, reasonable attorney's fees and disbursements and, to the
extent payable as provided in the Indenture, reasonable compensation and
expenses of the Loan Trustee's agents), of the Loan Trustee in connection with
the transactions contemplated hereby.

            (d) Claims Excluded. The following are excluded from the Company's
agreement to indemnify an Indemnitee under this Section 4.02:



                                       10
<PAGE>
            (i) any Claim to the extent such Claim is attributable to acts or
      events occurring after (x) the Equipment Notes shall have been paid in
      full or (y) the transfer of possession of the Aircraft pursuant to Article
      IV of the Indenture unless such Claim is attributable to acts occurring in
      connection with the exercise of remedies pursuant to Section 4.02 of the
      Indenture following the occurrence and continuance of an Event of Default;

            (ii) any Claim to the extent such Claim is, or is attributable to, a
      Tax;

            (iii) any Claim to the extent such Claim is attributable to the
      negligence or willful misconduct of such Indemnitee or such Indemnitee's
      Related Indemnitee Group;

            (iv) any Claim to the extent such Claim is attributable to the
      noncompliance by such Indemnitee or such Indemnitee's Related Indemnitee
      Group with any of the terms of, or any misrepresentation by an Indemnitee
      or its Related Indemnitee Group contained in, this Agreement, any other
      Operative Document or any Pass Through Document to which such Indemnitee
      or any of such Related Indemnitee Group is a party or any agreement
      relating hereto or thereto;

            (v) any Claim to the extent such Claim constitutes a Permitted Lien
      attributable to such Indemnitee;

            (vi) any Claim to the extent such Claim is attributable to the
      offer, sale, assignment, transfer, participation or other disposition
      (whether voluntary or involuntary) by or on behalf of such Indemnitee or
      its Related Indemnitee Group other than during the occurrence and
      continuance of an Event of Default (provided that any such offer, sale,
      assignment, transfer, participation or other disposition during the
      occurrence and continuation of an Event of Default shall not be subject to
      indemnification unless it is made in accordance with the Indenture and
      applicable law) of any Equipment Note or Pass Through Certificate, all or
      any part of such Indemnitee's interest in the Operative Documents or the
      Pass Through Documents or any interest in the Collateral or any similar
      security;

            (vii) any Claim to the extent such Claim is attributable to (A) a
      failure on the part of the Loan Trustee to distribute in accordance with
      this Agreement or the Indenture any amounts received and distributable by
      it hereunder or thereunder, (B) a failure on the part of the Subordination
      Agent to distribute in accordance with the Intercreditor Agreement any
      amounts received and distributable by it thereunder or (C) a failure on
      the part of any Pass Through Trustee to distribute in accordance with the
      Pass Through Trust Agreement to which it is a party any amounts received
      and distributable by it thereunder;

            (viii) any Claim to the extent such Claim is attributable to the
      authorization or giving or withholding of any future amendments,
      supplements, waivers or consents with respect to any Operative Document or
      any Pass Through Document, other than such as have been requested by the
      Company or that occur as the result of an Event of Default, or such as



                                       11
<PAGE>
      are expressly required or contemplated by the provisions of the Operative
      Documents or the Pass Through Documents;

            (ix) any Claim to the extent such Claim is payable or borne by (a)
      the Company pursuant to any indemnification, compensation or reimbursement
      provision of any other Operative Document or any Pass Through Document or
      (b) a Person in its individual capacity other than the Company pursuant to
      any provision of any Operative Document or any Pass Through Document;

            (x) any Claim to the extent such Claim is an ordinary and usual
      operating or overhead expense;

            (xi) any Claim to the extent such Claim is incurred by or asserted
      as a result of any "prohibited transaction" within the meaning of Section
      406 of ERISA or Section 4975 of the Code; and

            (xii) any Claim to the extent such Claim is attributable to one or
      more of the other aircraft financed through the offering of Pass Through
      Certificates (in the event of doubt, any Claim shall be allocated between
      the Aircraft and such other aircraft in the same proportion that the then
      outstanding Equipment Notes bear to the then outstanding equipment notes
      issued with respect to the other aircraft and held by the Pass Through
      Trustees).

            (e) Insured Claims. In the case of any Claim indemnified by the
Company hereunder that is covered by a policy of insurance maintained by the
Company, each Indemnitee agrees to cooperate, at the Company's expense, with the
insurers in the exercise of their rights to investigate, defend or compromise
such Claim.

            (f) Claims Procedure. An Indemnitee shall promptly notify the
Company of any Claim as to which indemnification is sought; provided that the
failure to provide such prompt notice shall not release the Company from any of
its obligations to indemnify hereunder, except to the extent that the Company is
prejudiced by such failure or the Company's indemnification obligations are
increased as a result of such failure. Such Indemnitee shall promptly submit to
the Company all additional information in such Indemnitee's possession to
substantiate such request for payment to the Company as the Company shall
reasonably request. Subject to the rights of insurers under policies of
insurance maintained by the Company, the Company shall have the right, at its
sole cost and expense, to investigate, and the right in its sole discretion to
defend or compromise, any Claim for which indemnification is sought under this
Section 4.02, and, at the Company's expense, the Indemnitee shall cooperate with
all reasonable requests of the Company in connection therewith. Such Indemnitee
shall not enter into a settlement or other compromise with respect to any Claim
without the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed, unless such Indemnitee waives its right to be
indemnified with respect to such Claim under this Section 4.02. Where the
Company or the insurers under a policy of insurance maintained by the Company
undertake the defense of an Indemnitee with respect to a Claim, no additional
legal



                                       12
<PAGE>
fees or expenses of such Indemnitee in connection with the defense of such Claim
shall be indemnified hereunder unless such fees or expenses were incurred at the
written request of the Company or such insurers. Subject to the requirements of
any policy of insurance, an Indemnitee may participate at its own expense in any
judicial proceeding controlled by the Company pursuant to the preceding
provisions; provided that such party's participation does not, in the opinion of
the counsel appointed by the Company or its insurers to conduct such
proceedings, interfere with such control; and such participation shall not
constitute a waiver of the indemnification provided in this Section 4.02.
Notwithstanding anything to the contrary contained herein, the Company shall not
under any circumstances be liable for the fees and expenses of more than one
counsel for all Indemnitees.

            (g) Subrogation. To the extent that a Claim indemnified by the
Company under this Section 4.02 is in fact paid in full by the Company or an
insurer under a policy of insurance maintained by the Company, the Company or
such insurer, as the case may be, shall, without any further action, be
subrogated to the rights and remedies of the Indemnitee on whose behalf such
Claim was paid with respect to the transaction or event giving rise to such
Claim. Such Indemnitee shall give such further assurances or agreements and
shall cooperate with the Company or such insurer, as the case may be, to permit
the Company or such insurer to pursue such rights and remedies, if any, to the
extent reasonably requested by the Company. So long as no Event of Default shall
have occurred and be continuing, if an Indemnitee receives any payment from any
party other than the Company or its insurers, in whole or in part, with respect
to any Claim paid by the Company or its insurers hereunder, it shall promptly
pay over to the Company the amount received (but not an amount in excess of the
amount the Company or any of its insurers has paid in respect of such Claim).
Any amount referred to in the preceding sentence that is payable to the Company
shall not be paid to the Company, or, if it has been previously paid directly to
the Company, shall not be retained by the Company, if at the time of such
payment an Event of Default shall have occurred and be continuing, but shall be
paid to and held by the Loan Trustee as security for the obligations of the
Company under this Agreement, the Indenture and the other Operative Documents,
and, if the Company agrees, shall be applied against the Company's obligations
hereunder and thereunder when and as they become due and payable and, at such
time as there shall not be continuing any such Event of Default, such amount, to
the extent not previously so applied against the Company's obligations, shall be
paid to the Company; provided that if any such amount has been so held by the
Loan Trustee as security for more than 90 days after any such Event of Default
shall have occurred, during which period (i) the Loan Trustee shall not have
been limited by operation of law or otherwise from exercising remedies under the
Indenture and (ii) the Loan Trustee shall not have exercised any remedy
available to it under Section 4.02 of the Indenture, then such amount, to the
extent not previously so applied against the Company's payment obligations,
shall be paid to the Company.

            (h) No Guaranty. Nothing set forth in this Section 4.02 shall
constitute a guarantee by the Company that the Aircraft shall at any time have
any particular value, useful life or residual value.



                                       13
<PAGE>
            (i) Payments; Interest. Any amount payable to any Indemnitee
pursuant to this Section 4.02 shall be paid within 30 days after receipt of a
written demand therefor from such Indemnitee accompanied by a written statement
describing in reasonable detail the Claims that are the subject of and basis for
such indemnity and the computation of the amount payable. Any payments made
pursuant to this Section 4.02 directly to an Indemnitee or to the Company, as
the case may be, shall be made in immediately available funds at such bank or to
such account as is specified by the payee in written directions to the payor or,
if no such directions shall have been given, by check of the payor payable to
the order of the payee and mailed to the payee by certified mail, return receipt
requested, postage prepaid to its address referred to in Section 7.01. To the
extent permitted by applicable law, interest at the Past Due Rate shall be paid,
on demand, on any amount or indemnity not paid when due pursuant to this Section
4.02 until the same shall be paid. Such interest shall be paid in the same
manner as the unpaid amount in respect of which such interest is due.

                                    ARTICLE V

                   REPRESENTATIONS, WARRANTIES AND COVENANTS
                                OF STATE STREET


            Section 5.01. Representations, Warranties and Covenants of State
Street. State Street, generally, and each of the Loan Trustee, the Subordination
Agent and the Pass Through Trustee as it relates to it, represents, warrants and
covenants that:

            (a) State Street is a national banking association duly organized
and validly existing in good standing under the laws of the United States, is
eligible to be the Loan Trustee under Section 8.01(a) of the Indenture, will
promptly comply with Section 8.01(a) of the Indenture and has full power,
authority and legal right to enter into and perform its obligations under each
of the Operative Documents and the Pass Through Documents to which State Street,
the Loan Trustee, the Subordination Agent or any Pass Through Trustee is a party
and, in its capacity as Loan Trustee and Pass Through Trustee, respectively, to
authenticate the Equipment Notes and the Pass Through Certificates,
respectively. State Street is qualified to act as Loan Trustee under Section
8.01(c) of the Indenture.

            (b) The execution, delivery and performance by State Street,
individually or in its capacity as Loan Trustee, Subordination Agent or Pass
Through Trustee, as the case may be, of this Agreement, each of the other
Operative Documents and each of the Pass Through Documents to which State
Street, the Loan Trustee, the Subordination Agent or any Pass Through Trustee is
a party, and the authentication of the Equipment Notes and the Pass Through
Certificates, respectively, to be delivered on the Closing Date, have been duly
authorized by all necessary action on the part of State Street, the Loan
Trustee, the Subordination Agent and each Pass Through Trustee, as the case may
be, and do not violate any law or regulation of the United States or of the
state of the United States in which State Street is located and which governs
the banking and trust powers of State Street or any order, writ, judgment or
decree of any court, arbitrator or governmental authority



                                       14
<PAGE>
applicable to State Street, the Loan Trustee, the Subordination Agent or any
Pass Through Trustee or any of their assets, will not violate any provision of
the articles of association or by-laws of State Street and will not violate any
provision of, or constitute a default under, any mortgage, indenture, contract,
agreement or undertaking to which any of State Street, the Loan Trustee, the
Subordination Agent or any Pass Through Trustee is a party or by which any of
them or their respective properties may be bound or affected.

            (c) Neither the execution and delivery by State Street, individually
or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee,
as the case may be, of this Agreement, any other Operative Document or any Pass
Through Document to which State Street, the Loan Trustee, the Subordination
Agent or any Pass Through Trustee is a party, nor the consummation by State
Street, the Loan Trustee, the Subordination Agent or any Pass Through Trustee of
any of the transactions contemplated hereby or thereby, requires the
authorization, consent or approval of, the giving of notice to, the filing or
registration with, or the taking of any other action in respect of, any
governmental authority or agency of the United States or the state of the United
States where State Street is located and regulating the banking and trust powers
of State Street.

            (d) This Agreement, each other Operative Document and each Pass
Through Document to which State Street, the Loan Trustee, the Subordination
Agent or any Pass Through Trustee is a party have been duly executed and
delivered by State Street, individually and in its capacity as Loan Trustee,
Subordination Agent or Pass Through Trustee, as the case may be, and constitute
the legal, valid and binding obligations of State Street, the Loan Trustee, the
Subordination Agent and such Pass Through Trustee, as it shall be a party
thereto, enforceable against it in accordance with its terms, except as the same
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the rights of creditors generally and by general
principles of equity.

            (e) It unconditionally agrees with and for the benefit of the
parties to this Agreement that it will not directly or indirectly create, incur,
assume or suffer to exist any Loan Trustee Lien or Other Party Lien attributable
to it, and it agrees that it will, at its own cost and expense, promptly take
such action as may be necessary to discharge and satisfy in full any such Lien;
and it shall indemnify, protect, defend and hold harmless each Indemnitee and
the Company against Claims in any way resulting from or arising out of a breach
by it of its obligations under this Section 5.01(e).

            (f) The Equipment Notes to be issued to the Subordination Agent
pursuant hereto are being acquired by it to be held under the Intercreditor
Agreement.

            (g) Each of State Street, the Loan Trustee, the Subordination Agent
and each Pass Through Trustee agrees that it will not impose any lifting charge,
cable charge, remittance charge or any other charge or fee on any transfer by
the Company of funds to, through or by State Street, the Loan Trustee, the
Subordination Agent or such Pass Through Trustee pursuant to this Agreement, any
other Operative Document or any Pass Through Document, except as may be




                                       15
<PAGE>
otherwise agreed to in writing by the Company.

            (h) Each of State Street, the Loan Trustee, the Subordination Agent
and any Pass Through Trustee agrees to be bound by the terms of Section 10.16 of
the Indenture.

            (i) There are no Taxes payable by State Street, the Loan Trustee,
the Subordination Agent or any Pass Through Trustee imposed by the State of
Connecticut or any political subdivision or taxing authority thereof in
connection with the execution, delivery or performance by State Street, the Loan
Trustee, the Subordination Agent or any Pass Through Trustee of any Operative
Document or any Pass Through Document (other than franchise or other taxes based
on or measured by any fees or compensation received by any such Person for
services rendered in connection with the transactions contemplated by the
Operative Documents or the Pass Through Documents), and there are no Taxes
payable by any Pass Through Trustee imposed by the State of Connecticut or any
political subdivision thereof in connection with the acquisition, possession or
ownership by such Pass Through Trustee of any of the Equipment Notes (other than
franchise or other taxes based on or measured by any fees or compensation
received by such Pass Through Trustee for services rendered in connection with
the transactions contemplated by the Operative Documents or the Pass Through
Documents) and, assuming that the Pass Through Trusts will not be taxable for
Federal income tax purposes as corporations, but, rather, will be characterized
for such purposes as grantor trusts or partnerships, the Pass Through Trusts
will not be subject to any Taxes imposed by the State of Connecticut or any
political subdivision thereof.

            (j) Except with the consent of the Company, which shall not be
unreasonably withheld, State Street will act as Pass Through Trustee solely
through its offices within the State of Connecticut, except for such services
that may be performed for it by various agents, but not directly by it, in other
states.

            (k) There are no pending or, to its knowledge, threatened actions or
proceedings against the State Street, the Loan Trustee, the Subordination Agent
or any Pass Through Trustee before any court or administrative agency which
individually or in the aggregate, if determined adversely to it, would
materially adversely affect the ability of State Street, the Loan Trustee, the
Subordination Agent or any Pass Through Trustee to perform its obligations under
any Operative Document or any Pass Through Document.

            (l) The representations and warranties contained in Section 7.15 of
each Pass Through Trust Agreement are true, complete and correct as of the
Closing Date.

                                   ARTICLE VI

                         OTHER COVENANTS AND AGREEMENTS

            Section 6.01. Other Agreements.

            (a) The Company agrees promptly to pay (without duplication of any
other



                                       16
<PAGE>
obligation the Company may have to pay such amounts) (A) the initial and annual
fees and (to the extent the Loan Trustee is entitled to be reimbursed for its
reasonable expenses) the reasonable expenses of the Loan Trustee in connection
with the transactions contemplated hereby and (B) the following expenses
incurred by the Loan Trustee, the Subordination Agent and the Pass Through
Trustees in connection with the negotiation, preparation, execution and delivery
of this Agreement, the other Operative Documents and the other documents or
instruments referred to herein or therein:

            (i) the reasonable fees, expenses and disbursements of (x) Bingham
      McCutchen LLP, special counsel for the Loan Trustee, the Subordination
      Agent and the Pass Through Trustees and (y) Crowe & Dunlevy, P.C., special
      FAA counsel in Oklahoma City, Oklahoma; and

            (ii) all reasonable expenses incurred in connection with printing
      and document production or reproduction expenses, and the filing of
      Uniform Commercial Code financing statements.

            (b) The Loan Trustee, the Noteholders, the Subordination Agent and
each Pass Through Trustee agree to execute and deliver, at the Company's
expense, all such documents as the Company may reasonably request for the
purpose of continuing the registration of the Aircraft at the FAA in the
Company's name. In addition, each of the Loan Trustee, the Subordination Agent,
each Pass Through Trustee and any other Noteholder agrees, for the benefit of
the Company, to cooperate with the Company in effecting any foreign registration
of the Aircraft pursuant to Section 7.02(e) of the Indenture; provided that
prior to any such change in the country of registry of the Aircraft the
conditions set forth in Section 7.02(e) of the Indenture are met to the
reasonable satisfaction of, or waived by, the Loan Trustee.

            (c) Each of State Street, the Loan Trustee, the Subordination Agent,
each Pass Through Trustee and any other Noteholder, each Liquidity Provider (by
entering into its respective Liquidity Facility), and the Policy Provider (by
entering into the Policy Provider Agreement), agrees that, unless an Event of
Default shall have occurred and be continuing (and then only in accordance with
the Indenture), it shall not take any action contrary to, or otherwise in any
way interfere with or disturb, the quiet enjoyment of the use and possession of
the Aircraft, the Airframe, any Engine or any Part by the Company or any
transferee of any interest in any thereof permitted under the Indenture.

            (d) Each Noteholder, including, without limitation, the
Subordination Agent and each Pass Through Trustee, unconditionally agrees with
and for the benefit of the parties to this Agreement that it will not directly
or indirectly create, incur, assume or suffer to exist any Noteholder Liens, and
such Noteholder agrees that it will, at its own cost and expense, promptly take
such action as may be necessary to discharge and satisfy in full any such
Noteholder Lien; and each Noteholder hereby agrees to indemnify, protect, defend
and hold harmless each Indemnitee and the Company against Claims in any way
resulting from or arising out of a breach by it of its obligations under this
Section 6.01(d).



                                       17
<PAGE>
            (e) By its acceptance of its Equipment Notes, each Noteholder
unconditionally agrees for the benefit of the Company and the Loan Trustee to be
bound by and to perform and comply with all of the terms of such Equipment
Notes, the Indenture and this Agreement applicable to such Noteholder.

            (f) Each Pass Through Trustee shall file any tax returns required to
be filed by the related Pass Through Trust and the Company shall pay the
Applicable Portion of any expenses relating thereto. The Company shall be
responsible for the Applicable Portion of any interest or penalties related to
any Pass Through Trustee's failure to file any such tax returns required to be
filed by the relevant Pass Through Trust, except to the extent that such failure
is attributable to the gross negligence or willful misconduct of such Pass
Through Trustee. For purposes of this Section 6.01(f), the "Applicable Portion"
of any amount shall equal such amount multiplied by a fraction, the numerator of
which shall be the sum of the then outstanding aggregate principal amount of the
Equipment Notes held by the relevant Pass Through Trustee, and the denominator
of which shall be the sum of the outstanding aggregate principal amount of all
"Equipment Notes" issued under each of the "Indentures" (in each case as defined
in the Intercreditor Agreement) held by such Pass Through Trustee.

            Section 6.02. Certain Covenants of the Company. The Company
covenants and agrees with the Loan Trustee as follows:

            (a) On and after the Closing, the Company will cause to be done,
      executed, acknowledged and delivered such further acts, conveyances and
      assurances as the Loan Trustee shall reasonably request for accomplishing
      the purposes of this Agreement and the other Operative Documents; provided
      that any instrument or other document so executed by the Company will not
      expand any obligations or limit any rights of the Company in respect of
      the transactions contemplated by the Operative Documents.

            (b) The Company will cause the Indenture (with the Indenture
      Supplement covering the Aircraft attached) to be promptly filed and
      recorded, or filed for recording, with the FAA to the extent permitted
      under the Transportation Code and the rules and regulations of the FAA
      thereunder.

            (c) The Company, at its expense, will take, or cause to be taken,
      such action with respect to the recording, filing, re-recording and
      refiling of the Indenture and any financing statements or other
      instruments as are necessary to maintain, so long as the Indenture is in
      effect, the perfection of the security interests created by the Indenture
      or will furnish the Loan Trustee timely notice of the necessity of such
      action, together with such instruments, in execution form, and such other
      information as may be required to enable the Loan Trustee to take such
      action. In addition, the Company will pay any and all recording, stamp and
      other similar taxes payable in the United States, and in any other
      jurisdiction where the Aircraft is registered, in connection with the
      execution, delivery, recording, filing, re-recording and refiling of the
      Indenture or any such financing statements or other instruments.



                                       18
<PAGE>
      The Company will notify the Loan Trustee of any change in its state of
      incorporation promptly after making such change or in any event within the
      period of time necessary under applicable law to prevent the lapse of
      perfection (absent refiling) of financing statements filed under the
      Operative Documents.

            (d) The Company shall at all times maintain its corporate existence
      except as permitted by Section 6.02(e).

            (e) The Company shall not consolidate with or merge into any other
      Person or convey, transfer or lease substantially all of its assets as an
      entirety to any Person, unless:

                  (i) the Person formed by such consolidation or into which the
            Company is merged or the Person that acquires by conveyance,
            transfer or lease substantially all of the assets of the Company as
            an entirety shall, if and to the extent required under Section 1110
            in order that the Loan Trustee shall continue to be entitled to any
            benefits of Section 1110 with respect to the Aircraft, be a
            Certificated Air Carrier and shall execute and deliver to the Loan
            Trustee an agreement containing the assumption by such successor
            Person of the due and punctual performance and observance of each
            covenant and condition of the Operative Documents to which the
            Company is a party to be performed or observed by the Company;

                  (ii) immediately after giving effect to such transaction, no
            Event of Default shall have occurred and be continuing; and

                  (iii) the Company shall have delivered to the Loan Trustee a
            certificate signed by a Responsible Officer of the Company, and an
            opinion of counsel (which may be the Company's General Counsel or
            such other internal counsel to the Company as shall be reasonably
            satisfactory to the Loan Trustee), each stating that such
            consolidation, merger, conveyance, transfer or lease and the
            assumption agreement mentioned in clause (i) above comply with this
            Section 6.02(e) and that all conditions precedent herein provided
            relating to such transaction have been complied with (except that
            such opinion need not cover the matters referred to in clause (ii)
            above and may rely, as to factual matters, on a certificate of an
            officer of the Company) and, in the case of such opinion, that such
            assumption agreement has been duly authorized, executed and
            delivered by such successor Person and is enforceable against such
            successor Person in accordance with its terms, except as the same
            may be limited by bankruptcy, insolvency, reorganization, moratorium
            or other similar laws affecting the rights of creditors generally
            and by general principles of equity.

            Upon any consolidation or merger, or any conveyance, transfer or
lease of substantially all of the assets of the Company as an entirety in
accordance with this Section 6.02(e), the successor Person formed by such
consolidation or into which the Company is merged or to which



                                       19
<PAGE>
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Agreement
and the other Operative Documents with the same effect as if such successor
Person had been named as the Company herein.

            (f) The Company shall, for as long as and to the extent required
      under Section 1110 in order that the Loan Trustee shall be entitled to any
      of the benefits of Section 1110 with respect to the Aircraft, remain a
      Certificated Air Carrier.

            (g) The Company shall not issue Series E Equipment Notes pursuant to
      the Indenture, unless it shall have received Ratings Confirmation (as
      defined in the Intercreditor Agreement). If Series E Equipment Notes are
      initially issued to other than the Pass Through Trustee for the Class E
      Certificates, the Company will cause such Series E Equipment Notes to be
      subject to the provisions of the Intercreditor Agreement that allow the
      "Controlling Party" (as defined in the Intercreditor Agreement), during
      the continuance of an "Indenture Event of Default" (as defined in the
      Intercreditor Agreement), to direct the Loan Trustee in taking action
      under the Indenture.

                                   ARTICLE VII

                                 MISCELLANEOUS

            Section 7.01. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all notices required or permitted under the terms
and provisions of this Agreement shall be in English and in writing, and any
such notice may be given by United States mail, courier service or facsimile or
any other customary means of communication, and any such notice shall be
effective when delivered (or, if mailed three Business Days after deposit,
postage prepaid in the first class United States mail and, if delivered by
facsimile, upon completion of transmission and confirmation by the sender (by a
telephone call to a representative of the recipient or by machine confirmation)
that such transmission was received) to the recipient thereof in accordance with
the provisions of this 7.01, (a) if to the Company, State Street, the Loan
Trustee, the Subordination Agent or any Pass Through Trustee, to its respective
address (including facsimile number) set forth on Schedule I, or (b) if to any
subsequent Noteholder, addressed to such Noteholder at its address set forth in
the Equipment Note Register maintained pursuant to Section 2.07 of the
Indenture.

            Any party, by notice to the other parties hereto, may designate
additional or different addresses for subsequent notices or communications.

            Section 7.02. Survival of Representations, Warranties, Indemnities,
Covenants and Agreements. Except as otherwise provided for herein, the
representations, warranties, indemnities, covenants and agreements of the
Company, State Street, the Loan Trustee, the Subordination Agent, each Pass
Through Trustee and the Noteholders provided for in this Agreement, and each of
their obligations hereunder, shall survive the making of the loans and the
expiration or termination (to the extent arising out of acts or events occurring
prior to such expiration) of any Operative Documents.



                                       20
<PAGE>
            Section 7.03. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN
THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Section 7.04. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            Section 7.05. No Oral Modifications or Continuing Waivers; Consents.
Subject to Section 9.03 of the Indenture, no terms or provisions of this
Agreement may be changed, waived, discharged or terminated orally, but only by
an instrument in writing signed by the party against which the enforcement of
the change, waiver, discharge or termination is sought; provided that no such
change, waiver, discharge or termination shall be effective unless a signed copy
thereof is delivered to the Loan Trustee. Each Pass Through Trustee and, by its
acceptance of an Equipment Note, each subsequent Noteholder covenants and agrees
that (a) it shall not unreasonably withhold its consent to any consent of the
Loan Trustee requested by the Company under the terms of the Indenture; and (b)
at any time after the date hereof, the Company and the Loan Trustee may,
pursuant to Section 9.01 of the Indenture, enter into one or more agreements
supplemental to the Indenture and to amend the Equipment Notes, without notice
to or consent of any Noteholder, to provide for the issuance of New Series C
Equipment Notes, New Series D Equipment Notes and/or Second New Series D
Equipment Notes and/or Pass Through Certificates issued by a New Trust in
connection with a Refunding and to make changes relating thereto.

            Section 7.06. Effect of Headings and Table of Contents. The headings
of the various Articles and Sections herein and in the Table of Contents are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

            Section 7.07. Successors and Assigns. All covenants, agreements,
representations and warranties in this Agreement by the Company, by State
Street, individually or as Loan Trustee, Subordination Agent or Pass Through
Trustee, or by any Noteholder, shall bind and inure to the benefit of and be
enforceable by the Company, and subject to the terms of Section 6.02(e), its
successors and permitted assigns, each Pass Through Trustee and any successor or
other trustee under the Pass Through Trust Agreement to which it is a party, the
Subordination Agent and its successor under the Intercreditor Agreement and the
Loan Trustee and its successor under the Indenture, whether so expressed or not.

            Section 7.08. Benefits of Agreement. Nothing in this Agreement,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, any



                                       21
<PAGE>
benefit or any legal or equitable right, remedy or claim under this Agreement,
except as provided expressly herein.

            Section 7.09. Counterparts. This Agreement may be executed in any
number of counterparts (and each of the parties hereto shall not be required to
execute the same counterpart). Each counterpart of this Agreement including a
signature page or pages executed by each of the parties hereto shall be an
original counterpart of this Agreement, but all of such counterparts shall
together constitute one instrument.

            Section 7.10. Submission to Jurisdiction. Each of the parties
hereto, to the extent it may do so under applicable law, for purposes hereof and
of all other Operative Documents hereby (a) irrevocably submits itself to the
non-exclusive jurisdiction of the courts of the State of New York sitting in the
City of New York and to the non-exclusive jurisdiction of the United States
District Court for the Southern District of New York, for the purposes of any
suit, action or other proceeding arising out of this Agreement, the subject
matter hereof or any of the transactions contemplated hereby brought by any
party or parties hereto, or their successors or permitted assigns and (b)
waives, and agrees not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper or that this Agreement or the subject matter hereof or
any of the transactions contemplated hereby may not be enforced in or by such
courts.

            Section 7.11. No Petition. Each of the Company, the Loan Trustee,
the Pass Through Trustee and the Subordination Agent covenant that until the
Series G Equipment Notes have been paid in full, it shall not file an
involuntary bankruptcy petition or initiate any other form of insolvency
proceeding against the Pass Through Trust holding such Equipment Notes.

            Section 7.12. Agreement Regarding Section 8.01(d) of the Indenture.
The parties agree that references to the term "corporation" as used in Section
8.01(d) of the Indenture shall be deemed to include a bank or trust company.


                                       22
<PAGE>
            IN WITNESS WHEREOF, the parties hereto have caused this
Participation Agreement to be duly executed by their respective officers
thereunto duly authorized as of the date first above written.

                                           AMERICAN AIRLINES, INC.



                                           By: /s/ Leslie M. Benners
                                              ----------------------------------
                                           Name:  Leslie M. Benners
                                           Title: Managing Director, Corporate
                                                  Finance & Banking



                                           STATE STREET BANK AND TRUST COMPANY
                                           OF CONNECTICUT, NATIONAL ASSOCIATION,
                                           as Pass Through Trustee under each of
                                           the Pass Through Trust Agreements



                                           By: /s/ Alison D.B. Nadeau
                                              ----------------------------------
                                           Name:  Alison D.B. Nadeau
                                           Title: Vice President



                                           STATE STREET BANK AND TRUST COMPANY
                                           OF CONNECTICUT, NATIONAL ASSOCIATION,
                                           as Subordination Agent



                                           By: /s/ Alison D.B. Nadeau
                                              ----------------------------------
                                           Name:  Alison D.B. Nadeau
                                           Title: Vice President



                                       23
<PAGE>
                                           STATE STREET BANK AND TRUST COMPANY
                                           OF CONNECTICUT, NATIONAL ASSOCIATION,
                                           as Loan Trustee



                                           By: /s/ Alison D.B. Nadeau
                                              ----------------------------------
                                           Name:  Alison D.B. Nadeau
                                           Title: Vice President



                                           STATE STREET BANK AND TRUST COMPANY
                                           OF CONNECTICUT, NATIONAL ASSOCIATION,
                                           in its individual capacity as set
                                           forth herein



                                           By: /s/ Alison D.B. Nadeau
                                              ----------------------------------
                                           Name:  Alison D.B. Nadeau
                                           Title: Vice President



                                       24

<PAGE>
                                                                  SCHEDULE I TO
                                                                  PARTICIPATION
                                                                      AGREEMENT


                                 CERTAIN TERMS


Aircraft Model:                     Boeing 757-223

U.S. Registration Number:           N604AA

Manufacturer's Serial Number:       27055

Purchase Agreement:                 "Purchase Agreement" means the Purchase
                                    Agreement No. 1440, dated as of July 21,
                                    1988, between the Manufacturer and the
                                    Company, as the same may be amended,
                                    supplemented or otherwise modified from time
                                    to time in accordance with its terms.

Warranty Rights:                    "Warranty Rights" means all right and
                                    interest of the Company in, to and under
                                    Parts A, B, C, E and F of the Product
                                    Assurance Document (as defined in the
                                    Purchase Agreement), but only to the extent
                                    the same relate to continuing rights of the
                                    Company in respect of any warranty or
                                    indemnity, express or implied, pursuant to
                                    the Product Assurance Document with respect
                                    to the Airframe, it being understood that
                                    the Warranty Rights exclude any and all
                                    other right, title and interest of the
                                    Company in, to and under the Purchase
                                    Agreement and that the Warranty Rights are
                                    subject to the terms of the Manufacturer's
                                    Consent.


                                      I-1
<PAGE>
                    ADDRESSES FOR NOTICES AND ACCOUNT DETAILS

<TABLE>
<S>                          <C>                          <C>
THE COMPANY:                 4333 Amon Carter Boulevard   Chase Manhattan Bank
American Airlines, Inc.      Fort Worth, TX 76155         ABA #: 0210 0002 1
                             Attn:  Treasurer             Account No.: 910-1-019884
                             Telex: 4630158
                             Facsimile: 817-967-4318

STATE STREET:                State Street Bank and        State Street Bank and
State Street Bank and        Trust Company of             Trust Company of
Trust Company of             Connecticut, N.A.            Connecticut, N.A.
Connecticut, N.A.            c/o State Street Bank and    c/o State Street Bank
                             Trust Company                and Trust Company
                             2 Avenue de Lafayette        Boston, MA
                             Boston, MA 02111-1724        ABA #011-00-0028
                             Attn: Alison D. B. Nadeau    Corporate Trust
                             Tel:  617-662-1704           DDA #9903-990-1
                             Facsimile: 617-662-1458      FFC: American Airlines
                                                          EETC 2002-1
                                                          Attn: May Tran

LOAN TRUSTEE:                State Street Bank and        State Street Bank and
State Street Bank and        Trust Company of             Trust Company of
Trust Company of             Connecticut, N.A.            Connecticut, N.A.
Connecticut, N.A.            c/o State Street Bank and    c/o State Street Bank
                             Trust Company                and Trust Company
                             2 Avenue de Lafayette        Boston, MA
                             Boston, MA 02111-1724        ABA #011-00-0028
                             Attn: Alison D. B. Nadeau    Corporate Trust
                             Tel:  617-662-1704           DDA #9903-990-1
                             Facsimile: 617-662-1458      FFC: American Airlines
                                                          EETC 2002-1
                                                          Attn: May Tran

PASS THROUGH TRUSTEE:        State Street Bank and        State Street Bank and
State Street Bank and        Trust Company of             Trust Company of
Trust Company of             Connecticut, N.A.            Connecticut, N.A.
Connecticut, N.A.            c/o State Street Bank and    c/o State Street Bank
                             Trust Company                and Trust Company
                             2 Avenue de Lafayette        Boston, MA
                             Boston, MA 02111-1724        ABA #011-00-0028
                             Attn: Alison D.  B. Nadeau   Corporate Trust
                             Tel:  617-662-1704           DDA #9903-990-1
                             Facsimile: 617-662-1458      FFC: American Airlines
                                                          EETC 2002-1
</TABLE>

                                      I-2
<PAGE>
<TABLE>
<S>                          <C>                          <C>
                                                          Attn: May Tran
SUBORDINATION AGENT:         State Street Bank and        State Street Bank and
State Street Bank and        Trust Company of             Trust Company of
Trust Company of             Connecticut, N.A.            Connecticut, N.A.
Connecticut, N.A.            c/o State Street Bank and    c/o State Street Bank
                             Trust Company                and Trust Company
                             2 Avenue de Lafayette        Boston, MA
                             Boston, MA 02111-1724        ABA #011-00-0028
                             Attn: Alison D. B. Nadeau    Corporate Trust
                             Tel:  617-662-1704           DDA #9903-990-1
                             Facsimile: 617-662-1458      FFC: American Airlines
                                                          EETC 2002-1
                                                          Attn: May Tran
</TABLE>

                                      I-3
<PAGE>
                                                                SCHEDULE II to
                                                       PARTICIPATION AGREEMENT

                               EQUIPMENT NOTES,
                  PURCHASERS AND ORIGINAL PRINCIPAL AMOUNTS

<TABLE>
<CAPTION>
                       Description of                                      Original
    Purchaser          Equipment Notes     Maturity    Interest Rate    Principal Amount
    ---------          ---------------     --------    -------------    ----------------
<S>                    <C>                 <C>         <C>              <C>
American Airlines      Series 2002-1G
Pass Through Trust     Equipment Note                    floating
2002-1G                EN-2002-1G
                                                       LIBOR + 0.62%

American Airlines      Series 2002-1C
Pass Through Trust     Equipment Note                      8.25%
2002-1C                EN-2002-1C

American Airlines      Series 2002-1D
Pass Through Trust     Equipment Note                      9.50%
2002-1D                EN-2002-1D
</TABLE>

                                      II-1
<PAGE>
                                                               SCHEDULE III to
                                                       PARTICIPATION AGREEMENT


                                TRUST SUPPLEMENTS

         Trust Supplement No. 2002-1G, dated as of September 24, 2002,
between the Company and the Pass Through Trustee in respect of American
Airlines Pass Through Trust 2002-1G.

         Trust Supplement No. 2002-1C, dated as of September 24, 2002,
between the Company and the Pass Through Trustee in respect of American
Airlines Pass Through Trust 2002-1C.

         Trust Supplement No. 2002-1D, dated as of September 24, 2002,
between the Company and the Pass Through Trustee in respect of American
Airlines Pass Through Trust 2002-1D.


                                     III-1

<PAGE>
                                                                          N604AA
                                                                      Annex A to
                                                     Participation Agreement and
                                                Indenture and Security Agreement


                                   DEFINITIONS

         "Above-Cap Liquidity Agreement" means, initially, the ISDA Master
Agreement, dated as of the Closing Date, between the Subordination Agent, as
agent and trustee for the Class G Trust (as defined in the Intercreditor
Agreement), and the initial Above-Cap Liquidity Provider, together with the
Schedule and Confirmation attached thereto, relating to the Class G Certificates
(as defined in the Intercreditor Agreement), and, from and after the replacement
of such ISDA Master Agreement pursuant to the Intercreditor Agreement, the
Replacement Above-Cap Liquidity Facility (as defined in the Intercreditor
Agreement) therefor, if any, in each case as amended, supplemented or otherwise
modified from time to time in accordance with its terms.

         "Above-Cap Liquidity Provider" means Credit Suisse First Boston
International, or any Replacement Above-Cap Liquidity Provider (as defined in
the Intercreditor Agreement) that has issued a Replacement Above-Cap Liquidity
Facility (as defined in the Intercreditor Agreement) pursuant to the
Intercreditor Agreement.

         "Additional Insureds" has the meaning specified in Section 7.06(a) of
the Indenture.

         "Agreement" and "Participation Agreement" mean that certain
Participation Agreement, dated on or before the Closing Date, among the Company,
State Street, the Pass Through Trustee under each Pass Through Trust Agreement,
the Subordination Agent and the Loan Trustee, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

         "Aircraft" means the Airframe (or any Replacement Airframe substituted
therefor pursuant to Section 7.05 of the Indenture) together with the two
Engines described in the Indenture Supplement originally executed and delivered
under the Indenture (or any Replacement Engine that may from time to time be
substituted for any of such Engines pursuant to Section 7.04 or Section 7.05 of
the Indenture), whether or not any of such initial or substituted Engines may
from time to time be installed on such Airframe or installed on any other
airframe or on any other aircraft. The term "Aircraft" shall include any
Replacement Aircraft.

         "Airframe" means (a) the Boeing aircraft further described in Annex A
to the Indenture Supplement (except (i) the Engines or engines from time to time
installed thereon and any and all Parts related to such Engine or engines and
(ii) items installed or incorporated in or attached to such aircraft that are
excluded from the definition of Parts (except Engines or engines)) originally
executed and delivered under the Indenture and (b) any and all related Parts.
The term "Airframe" shall include any Replacement Airframe that may from time to
time be substituted for the Airframe




                                       1
<PAGE>
                                                                          N604AA
                                                                      Annex A to
                                                     Participation Agreement and
                                                Indenture and Security Agreement


pursuant to Section 7.05 of the Indenture. At such time as the Replacement
Airframe shall be so substituted and the Airframe for which such substitution is
made shall be released from the Lien of the Indenture, such replaced Airframe
shall cease to be an Airframe under the Indenture.

         "American New Series D Equipment Notes" means any New Series D
Equipment Notes that are purchased by a New Trust with proceeds of New Class D
Certificates (as defined in Exhibit A to the Intercreditor Agreement) that are
sold to a Person affiliated with the Company.

         "Bankruptcy Code" means the United States Bankruptcy Code, 11 United
States Codes Section 101 et seq., as amended, or any successor statutes thereto.

         "Basic Pass Through Trust Agreement" means that certain Pass Through
Trust Agreement, dated as of the March 21, 2002, between the Company and State
Street, as the same may be amended, supplemented or otherwise modified from time
to time in accordance with its terms (but does not include any Trust
Supplement).

         "Bills of Sale" means the FAA Bill of Sale and the Warranty Bill of
Sale.

         "Break Amount" means, as of any date of payment, redemption or
acceleration of any Series G Equipment Note (the "Applicable Date"), an amount
determined by the Reference Agent on the date that is two Business Days prior to
the Applicable Date pursuant to the formula set forth below; provided, however,
that no Break Amount will be payable (x) if the Break Amount, as calculated
pursuant to the formula set forth below, is equal to or less than zero or (y) on
or in respect of any Applicable Date that is a Payment Date.

         Break Amount = Z-Y

         Where:

         X =      with respect to any applicable Interest Period, the sum of
                  (i) the then outstanding principal amount of such Equipment
                  Note as of the first day of the then applicable Interest
                  Period plus (ii) interest payable thereon during such entire
                  Interest Period at then effective LIBOR.

         Y =      X, discounted to present value from the last day of the then
                  applicable Interest Period to the Applicable Date, using then
                  effective LIBOR as the discount rate.




                                       2
<PAGE>
                                                                          N604AA
                                                                      Annex A to
                                                     Participation Agreement and
                                                Indenture and Security Agreement


         Z =      X, discounted to present value from the last day of the then
                  applicable Interest Period to the Applicable Date, using a
                  rate equal to the applicable London interbank offered rate
                  (determined on the same basis as LIBOR) for a period
                  commencing on the Applicable Date and ending on the last day
                  of the then applicable Interest Period, determined by the
                  Reference Agent as of two Business Days prior to the
                  Applicable Date as the discount rate.

         "Business Day" means (i) any day other than a Saturday, a Sunday or a
day on which commercial banks are required or authorized to close in New York,
New York, Dallas, Texas or the city and state in which the Loan Trustee
maintains its Corporate Trust Office or receives and disburses funds or (ii)
solely as it relates to determination of LIBOR, any day on which commercial
banks are open for general business in London, England.

         "Certificated Air Carrier" means any Citizen of the United States
holding an air carrier operating certificate issued by the Secretary of
Transportation pursuant to Chapter 447 of Title 49 of the United States Code for
aircraft capable of carrying ten or more individuals or 6,000 pounds or more of
cargo or that otherwise is certified or registered to the extent required to
fall within the purview of Section 1110.

         "Citizen of the United States" has the meaning specified for such term
in Section 40102(a)(15) of Title 49 of the United States Code or any similar
legislation of the United States enacted in substitution or replacement
therefor.

         "Claim" has the meaning specified in Section 4.02(a) of the
Participation Agreement.

         "Class E Trust" has the meaning specified in the Intercreditor
Agreement.

         "Closing" has the meaning specified in Section 2.03 of the
Participation Agreement.

         "Closing Date" means the date set forth on the cover page of the
Indenture.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Collateral" has the meaning specified in the granting clause of the
Indenture.

         "Company" means American Airlines, Inc., and its successors and
permitted assigns.




                                       3
<PAGE>

                                                                          N604AA
                                                                      Annex A to
                                                     Participation Agreement and
                                                Indenture and Security Agreement

         "Compulsory Acquisition" means requisition of title or other compulsory
acquisition, capture, seizure, deprivation, confiscation or detention for any
reason of the Aircraft by any government that results in the loss of title or
use of the Aircraft by the Company (or any Permitted Lessee) for a period in
excess of 180 days, but shall exclude requisition for use or hire not involving
requisition of title.

         "Confidential Information" has the meaning specified in Section 10.16
of the Indenture.

         "Controlling Party" has the meaning specified in Section 2.06 of the
Intercreditor Agreement.

         "Corporate Trust Office" means the Corporate Trust Division of the Loan
Trustee located at State Street Bank and Trust Company of Connecticut, National
Association, 225 Asylum Street, Goodwin Square, Hartford, Connecticut, 06103,
Attention: Corporate Trust Division, or such other office at which the Loan
Trustee's corporate trust business shall be administered that the Loan Trustee
shall have specified by notice in writing to the Company.

         "CRAF Program" means the Civil Reserve Air Fleet Program authorized
under 10 U.S.C. Section 9511 et seq. or any similar or substitute program under
the laws of the United States.

         "Debt Rate" means (i) with respect to the Series G Equipment Notes, the
Original Series C Equipment Notes and the Original Series D Equipment Notes, the
rate per annum specified as the "Debt Rate" in Schedule I to the Indenture, (ii)
with respect to any New Series C Equipment Notes, New Series D Equipment Notes
and Second New Series D Equipment Notes, the rate per annum specified as such in
an Indenture Refunding Amendment applicable to such Series and (iii) with
respect to any Series E Equipment Notes, the rate per annum specified in an
amendment to the Indenture at the time of issuance of such Series E Equipment
Notes.

         "Department of Transportation" means the United States Department of
Transportation and any agency or instrumentality of the United States government
succeeding to its functions.

         "Direction" has the meaning specified in Section 2.16 of the Indenture.

         "Dollars" and "$" mean the lawful currency of the United States.

         "Engine" means (a) each of the two engines listed by manufacturer's
serial number and further described in Annex A to the Indenture Supplement
originally executed and delivered under the Indenture, whether or not from time
to time installed on the Airframe or installed on any other airframe or on any
other aircraft and (b) any Replacement Engine that may from time to time be


                                       4
<PAGE>
                                                                          N604AA
                                                                      Annex A to
                                                     Participation Agreement and
                                                Indenture and Security Agreement


substituted for an Engine pursuant to Section 7.04 or 7.05 of the Indenture;
together in each case with any and all related Parts. At such time as a
Replacement Engine shall be so substituted and the Engine for which substitution
is made shall be released from the Lien of the Indenture, such replaced Engine
shall cease to be an Engine under the Indenture.

         "Equipment Note" means and includes any Series G Equipment Note,
Original Series C Equipment Note, Original Series D Equipment Note, Series E
Equipment Note, New Series C Equipment Note, New Series D Equipment Note or
Second New Series D Equipment Note, and any Equipment Note issued in exchange
therefor or replacement thereof pursuant to Section 2.07 and 2.08 of the
Indenture.

         "Equipment Note Register" has the meaning specified in Section 2.07 of
the Indenture.

         "Equipment Note Registrar" has the meaning specified in Section 2.07 of
the Indenture.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to ERISA are to ERISA as in effect at the date of
the Participation Agreement and any subsequent provisions of ERISA amendatory
thereof, supplemental thereto or substituted therefor.

         "Event of Default" has the meaning specified in Section 4.01 of the
Indenture.

         "Event of Loss" means, with respect to the Aircraft, Airframe or any
Engine, any of the following events with respect to such property:

         (a) the loss of such property or of the use thereof due to destruction,
damage beyond repair or rendition of such property permanently unfit for normal
use for any reason whatsoever;

         (b) any damage to such property which results in an insurance
settlement with respect to such property on the basis of a total loss, a
compromised total loss or a constructive total loss;

         (c) the theft or disappearance of such property for a period in excess
of 180 days;

         (d) the requisition for use of such property by any government (other
than a requisition for use by a Government or the government of the country of
registry of the Aircraft) that shall have resulted in the loss of possession of
such property by the Company (or any Permitted Lessee) for a period in excess of
12 consecutive months;




                                       5
<PAGE>
                                                                          N604AA
                                                                      Annex A to
                                                     Participation Agreement and
                                                Indenture and Security Agreement


         (e) the operation or location of the Aircraft, while under requisition
for use by any government, in any area excluded from coverage by any insurance
policy in effect with respect to the Aircraft required by the terms of Section
7.06 of the Indenture, unless the Company shall have obtained indemnity or
insurance in lieu thereof from such government;

         (f) any Compulsory Acquisition;

         (g) as a result of any law, rule, regulation, order or other action by
the FAA or other government of the country of registry, the use of the Aircraft
or Airframe in the normal business of air transportation shall have been
prohibited by virtue of a condition affecting all aircraft of the same type for
a period of 18 consecutive months, unless the Company shall be diligently
carrying forward all steps that are necessary or desirable to permit the normal
use of the Aircraft or Airframe or, in any event, if such use shall have been
prohibited for a period of three consecutive years; and

         (h) with respect to an Engine only, any divestiture of title to or
interest in an Engine or any event with respect to an Engine that is deemed to
be an Event of Loss with respect to such Engine pursuant to Section 7.02(a)(vii)
of the Indenture.

         An Event of Loss with respect to the Aircraft shall be deemed to have
occurred if an Event of Loss occurs with respect to the Airframe unless the
Company elects to substitute a Replacement Airframe pursuant to Section
7.05(a)(i) of the Indenture.

         "FAA" means the United States Federal Aviation Administration and any
agency or instrumentality of the United States government succeeding to its
functions.

         "FAA Bill of Sale" means, collectively, (a) the bill of sale for the
Aircraft on AC Form 8050-2, executed by the Manufacturer in favor of Boeing
Domestic Sales Corporation and recorded with the FAA and (b) the bill of sale
for the Aircraft on AC Form 8050-2, executed by Boeing Domestic Sales
Corporation in favor of the Company and recorded with the FAA.

         "Federal Funds Rate" means a fluctuating interest rate per annum in
effect from time to time, which rate per annum shall at all times be equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day in not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or if such rate
is not so published for any day that is a Business Day, the average of the
quotations for such day for such transactions received by State Street from
three Federal funds brokers of recognized standing selected by it.




                                       6
<PAGE>
                                                                          N604AA
                                                                      Annex A to
                                                     Participation Agreement and
                                                Indenture and Security Agreement


         "Government" means the government of any of Canada, France, Germany,
Japan, The Netherlands, Sweden, Switzerland, the United Kingdom or the United
States and any instrumentality or agency thereof.

         "Indemnitee" has the meaning specified in Section 4.02(b) of the
Participation Agreement.

         "Indenture" means that certain Indenture and Security Agreement, dated
as of the Closing Date, between the Company and the Loan Trustee, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with its terms, including by an Indenture Refunding Amendment or an
Indenture Supplement.

         "Indenture Indemnitee" means (i) the Loan Trustee, (ii) State Street,
(iii) so long as it holds any Equipment Note as agent and trustee of any Pass
Through Trustee, the Subordination Agent, (iv) each Liquidity Provider and the
Policy Provider and (v) so long as it is the holder of any Equipment Notes, each
Pass Through Trustee and each of their respective directors, officers,
employees, agents and servants. No holder of a Pass Through Certificate in its
capacity as such shall be an Indenture Indemnitee.

         "Indenture Refunding Amendment" means an amendment to the Indenture
entered into for purposes of effecting a Refunding.

         "Indenture Supplement" means a supplement to the Indenture,
substantially in the form of Exhibit A to the Indenture, which shall
particularly describe the Aircraft, and any Replacement Airframe and/or
Replacement Engine included in the property subject to the Lien of the
Indenture.

         "Intercreditor Agreement" means that certain Intercreditor Agreement,
dated as of the Closing Date, among the Pass Through Trustees, the Liquidity
Providers, the Policy Provider and the Subordination Agent, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
its terms.

         "Interest Period" means (i) in the case of the first Interest Period,
the period commencing on (and including) the Closing Date and ending on (but
excluding) the first Payment Date following the Closing Date and (ii) in the
case of each subsequent Interest Period, the period commencing on (and
including) the last day of the immediately preceding Interest Period, and ending
on (but excluding) the next Payment Date.

         "Interest Rate Determination Date" means, with respect to any Interest
Period, the second Business Day prior to the first day of such Interest Period.




                                       7
<PAGE>
                                                                          N604AA
                                                                      Annex A to
                                                     Participation Agreement and
                                                Indenture and Security Agreement


         "Interests" has the meaning specified in Section 7.06(a) of the
Indenture.

         "Lease" means any lease permitted by the terms of Section 7.02(a) of
the Indenture.

         "LIBOR" means, with respect to any period, LIBOR for such period as
determined pursuant to the Reference Agency Agreement.

         "Lien" means any mortgage, pledge, lien, charge, claim, encumbrance,
lease, sublease, sub-sublease or security interest.

         "Liquidity Facilities" means, collectively, the Above-Cap Liquidity
Agreement and the Primary Liquidity Facilities.

         "Liquidity Provider" means, at any time, any Primary Liquidity Provider
or the Above-Cap Liquidity Provider, as applicable.

         "Loan Amount" has the meaning specified in Section 7.06(b) of the
Indenture.

         "Loan Trustee" has the meaning specified in the introductory paragraph
of the Indenture.

         "Loan Trustee Liens" means any Lien attributable to State Street or the
Loan Trustee with respect to the Aircraft, any interest therein or any other
portion of the Collateral arising as a result of (i) claims against State Street
or the Loan Trustee not related to its interest in the Aircraft or the
administration of the Collateral pursuant to the Indenture, (ii) acts of State
Street or the Loan Trustee not permitted by, or the failure of State Street or
the Loan Trustee to take any action required by, the Operative Documents or the
Pass Through Documents, (iii) claims against State Street or the Loan Trustee
relating to Taxes or Claims that are excluded from the indemnification provided
by Section 4.02 of the Participation Agreement pursuant to said Section 4.02 or
(iv) claims against State Street or the Loan Trustee arising out of the transfer
by any such party of all or any portion of its interest in the Aircraft, the
Collateral, the Operative Documents or the Pass Through Documents, except while
an Event of Default is continuing and prior to the time that the Loan Trustee
has received all amounts due to it pursuant to the Indenture.

         "Loss Payment Date" has the meaning specified in Section 7.05(a) of the
Indenture.

         "Majority in Interest of Noteholders" means, as of a particular date of
determination and subject to Section 2.16 of the Indenture, the holders of at
least a majority in aggregate unpaid principal amount of all Equipment Notes
outstanding as of such date (excluding any Equipment Notes held by the Company,
any affiliate thereof or a Pass Through Trust the pass through




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certificates issued by which are owned, directly or indirectly, by the Company,
unless all Equipment Notes are held by the Company, any affiliate thereof or a
Pass Through Trust the pass through certificates issued by which are owned,
directly or indirectly, by the Company).

         "Make-Whole Amount" means: (a) with respect to any Original Series C
Equipment Note or Original Series D Equipment Note, the amount (as determined by
an investment bank of national standing selected by the Company), if any, by
which (i) the present value of the remaining scheduled payments of principal and
interest from the redemption date to maturity of such Equipment Note computed by
discounting each such payment on a semiannual basis from its respective Payment
Date (assuming a 360-day year of twelve 30-day months) using a discount rate
equal to the Treasury Yield exceeds (ii) the outstanding principal amount of
such Equipment Note plus accrued but unpaid interest thereon to the date of
redemption; (b) with respect to any New Series C Equipment Note, New Series D
Equipment Note or Second New Series D Equipment Note, the amount computed in the
manner set forth in an Indenture Refunding Amendment applicable to such Series;
and (c) with respect to any Series E Equipment Note, the amount computed in the
manner set forth in an amendment to the Indenture at the time of issuance of the
Series E Equipment Notes. For purposes of determining the Make-Whole Amount,
"Treasury Yield" means, at the time of determination, the interest rate
(expressed as a quarterly equivalent and as a decimal and, in the case of United
States Treasury bills, converted to a bond equivalent yield) determined to be
the per annum rate equal to the quarterly yield to maturity for United States
Treasury securities maturing on the Average Life Date and trading in the public
securities market either as determined by interpolation between the most recent
weekly average yield to maturity for two series of United States Treasury
securities trading in the public securities markets, (A) one maturing as close
as possible to, but earlier than, the Average Life Date and (B) the other
maturing as close as possible to, but later than, the Average Life Date, in each
case as published in the most recent H.15(519) or, if a weekly average yield to
maturity for United States Treasury securities maturing on the Average Life Date
is reported on the most recent H.15(519), such weekly average yield to maturity
as published in such H.15(519). "H.15(519)" means the weekly statistical release
designated as such, or any successor publication, published by the Board of
Governors of the Federal Reserve System. The date of determination of a
Make-Whole Amount shall be the third Business Day prior to the applicable
redemption date and the "most recent H.15(519)" means the H.15(519) published
prior to the close of business on the third Business Day prior to the applicable
redemption date. "Average Life Date" means, for each Equipment Note to be
redeemed, the date which follows the redemption date by a period equal to the
Remaining Weighted Average Life at the redemption date of such Equipment Note.
"Remaining Weighted Average Life" of an Equipment Note, at the redemption date
of such Equipment Note, means the number of days equal to the quotient obtained
by dividing: (i) the sum of the products obtained by multiplying (A) the amount
of each then remaining installment of principal, including



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the payment due on the maturity date of such Equipment Note, by (B) the number
of days from and including the redemption date to but excluding the scheduled
payment date of such principal installment by (ii) the then unpaid principal
amount of such Equipment Note.

         "Manufacturer" means The Boeing Company, a Delaware corporation, and
its successors and assigns.

         "Manufacturer's Consent" means the Manufacturer's Consent and Agreement
to Assignment of Warranties, dated as of the Closing Date, substantially in the
form of Exhibit E to the Participation Agreement.

         "Mortgage Convention" means the Convention on the International
Recognition of Rights in Aircraft as in effect on the date hereof or as
hereafter amended, modified or supplemented.

         "New Series" has the meaning specified in Exhibit A to the
Intercreditor Agreement.

         "New Series C Equipment Notes" means Equipment Notes that are issued as
a New Series in connection with a Refunding of the Original Series C Equipment
Notes, in the original principal amount and maturities and bearing interest as
specified in Schedule I to the applicable Indenture Refunding Amendment under
the heading "Series C Equipment Notes".

         "New Series D Equipment Notes" means Equipment Notes that are issued as
a New Series in connection with a Refunding of the Original Series D Equipment
Notes, in the original principal amount and maturities and bearing interest as
specified in Schedule I to the applicable Indenture Refunding Amendment under
the heading "Series D Equipment Notes".

         "New Trust" has the meaning specified in Exhibit A to the Intercreditor
Agreement.

         "Noteholder" means any Person in whose name an Equipment Note is
registered on the Equipment Note Register (including, for so long as it is the
registered holder of any Equipment Notes, the Subordination Agent on behalf of
the Pass Through Trustees pursuant to the provisions of the Intercreditor
Agreement).

         "Noteholder Liens" means any Lien attributable to any Noteholder on or
against the Aircraft, any interest therein or any portion of the Collateral,
arising out of any claim against such Noteholder that is not related to the
Operative Documents or Pass Through Documents, or out of any act or omission of
such Noteholder that is not related to the transactions contemplated by, or that


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constitutes a breach by such Noteholder of its obligations under, the Operative
Documents or the Pass Through Documents.

         "Operative Documents" means, collectively, the Participation Agreement,
the Indenture, each Indenture Supplement, the Manufacturer's Consent and the
Equipment Notes.

         "Original Series C Equipment Notes" means Equipment Notes issued on the
Closing Date and designated as "Series C Equipment Notes" under the Indenture,
in the original principal amount and maturities and bearing interest as
specified in Schedule I to the Indenture under the heading "Series C Equipment
Notes."

         "Original Series D Equipment Notes" means Equipment Notes issued on the
Closing Date and designated as "Series D Equipment Notes" under the Indenture,
in the original principal amount and maturities and bearing interest as
specified in Schedule I to the Indenture under the heading "Series D Equipment
Notes."

         "Other Party Liens" means any Lien attributable to the Pass Through
Trustee (other than in its capacity as Noteholder), the Subordination Agent
(other than in its capacity as Noteholder), any Liquidity Provider or the Policy
Provider on or against the Aircraft, any interest therein, or any portion of the
Collateral arising out of any claim against such party that is not related to
the Operative Documents or Pass Through Documents, or out of any act or omission
of such party that is not related to the transactions contemplated by, or that
constitutes a breach by such party of its obligations under, the Operative
Documents or the Pass Through Documents.

         "Participation Agreement" has the meaning set forth under the
definition of "Agreement".

         "Parts" means any and all appliances, parts, instruments,
appurtenances, accessories, furnishings and other equipment of whatever nature
(other than (a) complete Engines or engines, (b) any items leased by the Company
or any Permitted Lessee, (c) cargo containers and (d) components or systems
installed on or affixed to the Airframe that are used to provide individual
telecommunications or electronic entertainment to passengers aboard the
Aircraft) so long as the same shall be incorporated or installed in or attached
to the Airframe or any Engine or so long as the same shall be subject to the
Lien of the Indenture in accordance with the terms of Section 7.04 thereof after
removal from the Airframe or any such Engine.

         "Pass Through Certificates" means the pass through certificates issued
by the Pass Through Trustees.




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         "Pass Through Documents" means the Pass Through Trust Agreements, the
Intercreditor Agreement, the Liquidity Facilities, the Policy Provider Agreement
and the Policy.

         "Pass Through Trust" means each of the separate grantor trusts then
holding Equipment Notes, which grantor trusts have been or will be created
pursuant to the Pass Through Trust Agreements to facilitate certain of the
transactions contemplated by the Operative Documents.

         "Pass Through Trust Agreement" means each of the separate Trust
Supplements relating to the Pass Through Trusts, together in each case with the
Basic Pass Through Trust Agreement, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.

         "Pass Through Trustee" has the meaning specified in the introductory
paragraph to the Participation Agreement and also includes any New Trustee (as
defined in Exhibit A to the Intercreditor Agreement).

         "Pass Through Trustees" means, collectively, the Pass Through Trustees
under each Pass Through Trust Agreement.

         "Past Due Rate" means, with respect to a particular Series, a rate per
annum equal to the then applicable Debt Rate plus 1% and, in any case other than
with respect to a particular Series, the Debt Rate for the Series G Equipment
Notes plus 1%.

         "Payment Date" means, for any Equipment Note, each March 23, June 23,
September 23 and December 23 commencing with December 23, 2002 (or, in the case
of a Series G Note, if any such day is not a Business Day, the immediately
succeeding Business Day).

         "Payment Default" means the occurrence of an event that would give rise
to an Event of Default under Section 4.01(a) of the Indenture upon the giving of
notice or the passing of time or both.

         "Permitted Investments" means each of (a) direct obligations of the
United States and agencies thereof; (b) obligations fully guaranteed by the
United States; (c) certificates of deposit issued by, or bankers' acceptances
of, or time deposits with, any bank, trust company or national banking
association incorporated or doing business under the laws of the United States
or one of the states thereof having combined capital and surplus and retained
earnings of at least $100,000,000 and having a rating of A, its equivalent or
better by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") (or,



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if neither such organization shall rate such institution at any time, by any
nationally recognized rating organization in the United States); (d) commercial
paper of any holding company of a bank, trust company or national banking
association described in clause (c); (e) commercial paper of companies having a
rating assigned to such commercial paper by either Moody's or S&P (or, if
neither such organization shall rate such commercial paper at any time, by any
nationally recognized rating organization in the United States) equal to either
of the two highest ratings assigned by such organization; (f) Dollar-denominated
certificates of deposit issued by, or time deposits with, the European
subsidiaries of (i) any bank, trust company or national banking association
described in clause (c), or (ii) any other bank or financial institution
described in clause (h) or (i) below; (g) United States-issued Yankee
certificates of deposit issued by, or bankers' acceptances of, or commercial
paper issued by, any bank having combined capital and surplus and retained
earnings of at least $100,000,000 and headquartered in Canada, Japan, the United
Kingdom, France, Germany, Switzerland or The Netherlands and having a rating of
A, its equivalent or better by Moody's or S&P (or, if neither such organization
shall rate such institution at any time, by any nationally recognized rating
organization in the United States); (h) Dollar-denominated time deposits with
any Canadian bank having a combined capital and surplus and retained earnings of
at least $100,000,000 and having a rating of A, its equivalent or better by
Moody's or S&P (or, if neither such organization shall rate such institution at
any time, by any nationally recognized rating organization in the United
States); (i) Canadian Treasury Bills fully hedged to Dollars; (j) repurchase
agreements with any financial institution having combined capital and surplus
and retained earnings of at least $100,000,000 collateralized by transfer of
possession of any of the obligations described in clauses (a) through (i) above;
(k) bonds, notes or other obligations of any state of the United States, or any
political subdivision of any state, or any agencies or other instrumentalities
of any such state, including, but not limited to, industrial development bonds,
pollution control revenue bonds, public power bonds, housing bonds, other
revenue bonds or any general obligation bonds, provided that, at the time of
their purchase, such obligations are rated A, its equivalent or better by
Moody's or S&P (or, if neither such organization shall rate such obligations at
any time, by any nationally recognized rating organization in the United
States); (l) bonds or other debt instruments of any company, if such bonds or
other debt instruments, at the time of their purchase, are rated A, its
equivalent or better by Moody's or S&P (or, if neither such organization shall
rate such obligations at such time, by any nationally recognized rating
organization in the United States); (m) mortgage backed securities guaranteed by
the Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation or the Government National Mortgage Association or rated AAA, its
equivalent or better by Moody's or S&P (or, if neither such organization shall
rate such obligations at any time, by any nationally recognized rating
organization in the United States) or, if unrated, deemed to be of a comparable
quality by the Loan Trustee; (n) asset-backed securities rated A, its equivalent
or better by Moody's or S&P (or, if neither such organization shall rate such
obligations



                                       13
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at any time, by any nationally recognized rating organization in the United
States) or, if unrated, deemed to be of a comparable quality by the Loan
Trustee; and (o) such other investments approved in writing by the Loan Trustee;
provided that, the instruments described in the foregoing clauses shall have a
maturity no later than the earliest date when such investments may be required
for distribution. Any of the investments described herein may be made through or
with, as applicable, the bank acting as Pass Through Trustee or Loan Trustee or
any of their affiliates.

         "Permitted Lessee" means any Person to whom the Company is permitted to
lease the Airframe or any Engine pursuant to Section 7.02(a) of the Indenture.

         "Permitted Lien" has the meaning specified in Section 7.01 of the
Indenture.

         "Person" means any person, including any individual, corporation,
limited liability company, partnership, joint venture, association, joint-stock
company, trust, trustee, unincorporated organization or government or any agency
or political subdivision thereof.

         "Policy" means the Financial Guaranty Insurance Policy No. 37875,
issued as of the Closing Date by the Policy Provider in favor of the
Subordination Agent, for the benefit of the Class G Certificateholders (as
defined in the Intercreditor Agreement), as amended, supplemented or otherwise
modified from time to time in accordance with its terms.

         "Policy Provider" means MBIA Insurance Corporation, a New
York-domiciled stock insurance company.

         "Policy Provider Agreement" means the Insurance and Indemnity
Agreement, dated as of the Closing Date, among the Company, the Subordination
Agent, the Class G Trustee and the Policy Provider, including the related Policy
Provider Fee Letter referred to therein, as amended, supplemented or otherwise
modified from time to time in accordance with its terms.

         "Prepayment Premium" is defined in Schedule I to the Indenture.

         "Primary Liquidity Facilities" means the two Revolving Credit
Agreements, each dated as of the Closing Date, each between the Subordination
Agent, as agent and trustee for the applicable Pass Through Trust, and the
initial Primary Liquidity Provider, and from and after the replacement of either
such agreement pursuant to the Intercreditor Agreement (including any
replacement of the Revolving Credit Agreement relating to the Pass Through Trust
holding the Original Series C Equipment Notes in connection with a Refunding
thereof), the Replacement Primary Liquidity


                                       14
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Facility (as defined in the Intercreditor Agreement) therefor, if any, in each
case as amended, supplemented or otherwise modified from time to time in
accordance with its terms.

         "Primary Liquidity Provider" means WestLB AG, a joint stock company
organized under the laws of Germany, acting through its New York Branch, or any
Replacement Primary Liquidity Provider (as defined in the Intercreditor
Agreement) that has issued a Replacement Primary Liquidity Facility (as defined
in the Intercreditor Agreement) to replace a Primary Liquidity Facility pursuant
to the Intercreditor Agreement.

         "Purchase Agreement" means the Purchase Agreement as described in
Schedule I to the Participation Agreement.

         "Rating Agencies" has the meaning specified in the Intercreditor
Agreement.

         "Ratings Confirmation" has the meaning specified in the Intercreditor
Agreement.

         "Reference Agency Agreement" means the Reference Agency Agreement,
dated as of the Closing Date, among State Street, as reference agent thereunder,
the Subordination Agent, the Loan Trustee and the Company.

         "Reference Agent" means State Street as reference agent under the
Reference Agency Agreement, and any entity which may from time to time be acting
as reference agent under the Reference Agency Agreement.

         "Refunding" has the meaning specified in Exhibit A to the
Intercreditor Agreement.

         "Related Indemnitee Group" has the meaning specified in Section 4.02(b)
of the Participation Agreement.

         "Replacement Aircraft" means the Aircraft of which a Replacement
Airframe is part.

         "Replacement Airframe" means a Boeing aircraft of the model further
described in Annex A to the Indenture Supplement dated the Closing Date or a
comparable or improved model of the Manufacturer (except (a) Engines or engines
from time to time installed thereon and any and all Parts related to such Engine
or engines and (b) items excluded from the definition of Parts (except Engines
or engines)), that shall have been made subject to the Lien of the Indenture
pursuant to Section 7.05 thereof, together with all Parts relating to such
aircraft.




                                       15
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         "Replacement Engine" means an engine of the make and model specified in
Annex A to the Indenture Supplement dated the Closing Date (or an engine of the
same or another manufacturer of a comparable or an improved model and suitable
for installation and use on the Airframe with the other Engine (or any other
Replacement Engine being substituted simultaneously therewith)) that shall have
been made subject to the Lien of the Indenture pursuant to Section 7.04 or
Section 7.05 thereof, together with all Parts relating to such engine.

         "Responsible Officer" means, with respect to the Company, its Chairman
of the Board, its President, any Senior Vice President, the Chief Financial
Officer, any Vice President, the Treasurer, the Secretary or any other
management employee (a) whose power to take the action in question has been
authorized, directly or indirectly, by the Board of Directors of the Company,
(b) working under the supervision of such Chairman of the Board, President,
Senior Vice President, Chief Financial Officer, Vice President, Treasurer or
Secretary and (c) whose responsibilities include the administration of the
transactions and agreements contemplated by the Participation Agreement and the
Indenture.

         "Second New Series D Equipment Notes" means Equipment Notes that are
issued as a New Series in connection with a Refunding of any American New Series
D Equipment Notes, in the original principal amount and maturities and bearing
interest as specified in Schedule I to the applicable Indenture Refunding
Amendment.

         "Section 1110" means Section 1110 of the Bankruptcy Code, as in effect
on the Closing Date or any successor or analogous section of the federal
bankruptcy law in effect from time to time.

         "Secured Obligations" has the meaning specified in Section 2.06 of the
Indenture.

         "Series" means any series of Equipment Notes, including the Series G
Equipment Notes, the Series C Equipment Notes, the Series D Equipment Notes or
the Series E Equipment Notes.

         "Series C Equipment Notes" means the Original Series C Equipment Notes
or, following a Refunding of the Original Series C Equipment Notes, New Series C
Equipment Notes.

         "Series D Equipment Notes" means (a) the Original Series D Equipment
Notes, or (b) following a Refunding of the Original Series D Equipment Notes,
the New Series D Equipment Notes, or (c), following a Refunding of the American
New Series D Equipment Notes, the Second New Series D Equipment Notes.




                                       16
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         "Series E Equipment Notes" means Equipment Notes, if any, issued and
designated as "Series E Equipment Notes" under the Indenture, in the original
principal amount and maturities and bearing interest as specified in an
amendment to the Indenture at the time of issuance of the Series E Equipment
Notes.

         "Series G Equipment Notes" means Equipment Notes issued and designated
as "Series G Equipment Notes" under the Indenture, in the original principal
amount and maturities and bearing interest as specified in Schedule I to the
Indenture under the heading "Series G Equipment Notes."

         "State Street" has the meaning specified in the introductory paragraph
to the Participation Agreement.

         "Subordination Agent" has the meaning specified in the introductory
paragraph to the Participation Agreement.

         "Tax" and "Taxes" means all governmental fees (including, without
limitation, license, filing and registration fees) and all taxes (including,
without limitation, franchise, excise, stamp, value added, income, gross
receipts, sales, use and property taxes), withholdings, assessments, levies,
imposts, duties or charges, of any nature whatsoever, together with any related
penalties, fines, additions to tax or interest thereon imposed, withheld, levied
or assessed by any country, taxing authority or governmental subdivision thereof
or therein or by any international authority, including any taxes imposed on any
Person as a result of such Person being required to collect and pay over
withholding taxes.

         "Transportation Code" means that portion of Title 49 of the United
States Code comprising those provisions formerly referred to as the Federal
Aviation Act of 1958, as amended, or any subsequent legislation that amends,
supplements or supersedes such provisions.

         "Trust Supplements" means those agreements supplemental to the Basic
Pass Through Trust Agreement referred to in Schedule II to the Participation
Agreement.

         "Underwriting Agreement" means that certain Underwriting Agreement,
dated as of September 17, 2002, among the Company and the underwriters named
therein, relating to the purchase of the Class G Certificates (as defined in the
Intercreditor Agreement) by such underwriters, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.



                                       17
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         "United States" means the United States of America.

         "U.S. Government Obligations" means securities that are direct
obligations of the United States for the payment of which its full faith and
credit is pledged which are not callable or redeemable, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligations or a specific payment of interest on or
principal of any such U.S. Government Obligations held by such custodian for the
account of the holder of a depository receipt so long as such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligations or the specific payment of interest on or principal
of the U.S. Government Obligations evidenced by such depository receipt.

         "Warranty Bill of Sale" means, collectively, (a) the warranty (as to
title) bill of sale covering the Aircraft, executed by the Manufacturer in favor
of Boeing Domestic Sales Corporation and specifically referring to each Engine,
as well as the Airframe, constituting a part of the Aircraft and (b) the
warranty (as to title) bill of sale covering the Aircraft, executed by Boeing
Domestic Sales Corporation in favor of the Company and specifically referring to
each Engine, as well as the Airframe, constituting a part of the Aircraft.

         "Warranty Rights" means the Warranty Rights as described in Schedule I
to the Participation Agreement.




                                       18