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    PURCHASE
AGREEMENT NUMBER 3219

    


    between

    


    THE
BOEING COMPANY

    


    and

    


    AMERICAN
AIRLINES, INC.

    


    


    Relating
to Boeing Model 787-923 Aircraft

    


    



    
      
        
          BOEING
PROPRIETARY

        

         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    


                                                                                                                   SA

    ARTICLES                                                                                                                     NUMBER

    


    1.              Quantity,
Model and Description

    


    2.              Delivery
Schedule

    


    3.              Price

    


    4.              Payment

    


    5.              Miscellaneous

    


    6.              Confidential
Treatment

    


    TABLE

    


    1.              Aircraft
Information Table – TRENT

    1.              Aircraft
Information Table - GENX

    


    EXHIBIT

    


    A.              Aircraft
Configuration

    


    B.              Aircraft
Delivery Requirements and Responsibilities

    


    C.              Defined
Terms

    


    SUPPLEMENTAL
EXHIBITS

    


    
      	
              AE1.

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

            


    

    


    BFE1.                      Buyer
Furnished Equipment Variables

    


    CS1.                      787
Customer Support Document

    


    
      	
              EE1.

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

            


    

    


    
      	
              EE1.

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

            


    

    


    
      	
              SLP1.

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

            


    


    
      
        
          P.A. No.
3219                                                               
i

          BOEING
PROPRIETARY

        

         


      

      
         


        
          

        

      

      
         


      

    


    LETTER
AGREEMENTS

    


    
      	
              3219-01

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

            


    

    3219-02                                           Special
Terms – Seats and In-Flight Entertainment

    
      	
              3219-04

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

            


    

    3219-05                                           Spare
Parts Commitments

    3219-06                                           Spare
Parts Initial Provisioning

    3219-08                                           Open
Configuration Matters

    


    6-1162-AKP-071R1                                           Purchase
Obligations

    
      	
              6-1162-AKP-072R2

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

            


    

    6-1162-AKP-073R1                                           Accident Claims and Litigation

    
      	
              6-1162-CLO-1031

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

            


    

    
      	
              6-1162-CLO-1032

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

            


    

    
      	
              6-1162-CLO-1039

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

            


    

    6-1162-CLO-1043                                           787
Inspection Process

    
      	
              6-1162-CLO-1042

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

            


    

    
      	
              6-1162-CLO-1045

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

            


    

    
      	
              6-1162-CLO-1046

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

            


    

    
      	
              6-1162-CLO-1047

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

            


    

    6-1162-CLO-1048                                           Final
Matters

    6-1162-CLO-1049                                           CSI
Matters

    6-1162-TRW-0664                                           Aircraft
Purchase Rights and Substitution Rights

    
      	
              6-1162-TRW-0665

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

            


    

    
      	
              6-1162-TRW-0666

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

            


    

    
      	
              6-1162-TRW-0667

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

            


    

    
      	
              6-1162-TRW-0668

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

            


    

    6-1162-TRW-0670                                           Miscellaneous
Commitments for Model 787 Aircraft

    
      	
              6-1162-TRW-0671

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

            


    

    
      	
              6-1162-TRW-0672

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

            


    

    6-1162-TRW-0673                                           Confidentiality

    6-1162-TRW-0674                                           Business
Considerations

    


    



    
      
        
          P.A. No.
3219                                                              
ii

          BOEING
PROPRIETARY

        

         


      

      
         


        
          

        

      

      
         


      

    


    Purchase
Agreement No. 3219

    


    between

    


    The
Boeing Company

    


    and

    


    American
Airlines, Inc.

    


    ______________________________

    


                          This
Purchase Agreement No. 3219 dated as of __________between The Boeing Company
(Boeing) and American
Airlines, Inc. (Customer) relating to the
purchase and sale of Model 787-923 aircraft together with all tables, exhibits,
supplemental exhibits, letter agreements and other attachments thereto, if any,
(Purchase Agreement)
incorporates and, solely for purposes of the sale
by Boeing and purchase by Customer of Model 787 aircraft, amends the
terms and conditions of the Aircraft General Terms Agreement dated as of October 31, 1997 between the parties, identified
as AGTA-AAL (AGTA).

    


    Article
1.                      Quantity, Model, and
Description.

    


    The
aircraft to be delivered to Customer will be designated as Model 787-923
aircraft (the Aircraft).  Boeing
will manufacture and sell to Customer Aircraft conforming to the configuration
described in Exhibit A in the quantities listed in Table 1 to this Purchase Agreement.

    


    Article
2.                      Delivery
Schedule.

    


    The
Scheduled Delivery Months of the Aircraft are as listed in the attached Table 1.
Exhibit B describes certain requirements and
responsibilities for both Customer and Boeing in order to accomplish the
delivery of the Aircraft.

    


    Article
3.                      Price.

    


    3.1           Aircraft
Basic
Price.  The Aircraft
Basic Price [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]for each Aircraft is
listed in Table 1.

    


    



    
      
        
          P.A. No.
3219

        

         


      

      
         


        
          

        

      

      
         


      

    


    3.2           The
Advance Payment Base Price. The Advance Payment Base Price for each Aircraft is
listed in Table 1.

    


    3.3           Aircraft and Advance
Payment Price Components.[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]

    


    Article
4.                      Payment.

    


                          4.1           Deposit.                      Boeing
acknowledges receipt of a deposit in the amount shown in Table 1 for each
Aircraft (Deposit).

    


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

    


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

    


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

    


    Article
5.                      Miscellaneous.

    


    5.1           Aircraft Information
Table.  Table 1 contains and consolidates information contained
in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii)
applicable Detail Specification, (iii) Scheduled Delivery Months, (iv) Aircraft
Basic Price, (v) applicable escalation factors, (vi) Advance Payment Base
Prices, and (vii) Advance Payments and their schedules.

    


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

    


    5.3           BFE
Variables.  Supplemental Exhibit BFE1 to this Purchase
Agreement contains vendor selection dates, on-dock dates and other variables
applicable to the Aircraft pursuant to the BFE Provisions Document. [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]

    


    5.4           Customer Support
Variables.  Information, training, support, materials,
data, protections, goods and
services furnished by Boeing in support of introduction of the Aircraft
into Customer's fleet are described in Supplemental Exhibit CS1 (hereinafter
referred to as “Entitlements”). Solely for purposes of the Aircraft, Supplemental Exhibit CS1 supersedes in its
entirety Exhibit B to the AGTA, and, for clarity, all references to Exhibit B to
the AGTA shall be deemed to refer to Supplemental Exhibit CS1 to the Purchase
Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


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

    


    5.6           Service Life Policy
Component Variables.  Supplemental Exhibit SLP1 to this
Purchase Agreement lists the airframe and landing gear components covered by the
Service Life Policy for the Aircraft (Covered
Components).

    


    5.7           Public
Announcement.  Boeing may
make a public announcement regarding Customer's purchase of the Aircraft only upon prior
written approval of Boeing's press release by Customer. Customer may make such an announcement at its sole
discretion.

    


    5.8           Negotiated Agreement; Entire
Agreement.  This Purchase Agreement including, without
limitation, the provisions of Article 8 of the AGTA relating to indemnification
and insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to
DISCLAIMER AND
RELEASE and EXCLUSION OF CONSEQUENTIAL
AND OTHER DAMAGES, has been the subject of discussion and negotiation and
is understood by the parties. The Aircraft Price and other agreements of the
parties stated in this Purchase Agreement were arrived at in consideration of
such provisions. This Purchase Agreement, including the AGTA, contains the
entire agreement between the parties and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or written, and
may be changed only in writing signed by authorized representatives of the
parties.

    


    5.9           Defined
Terms. Exhibit C to this Purchase Agreement contains certain defined terms used
in the AGTA or elsewhere in this Purchase Agreement. All capitalized terms used
in this Purchase Agreement but not otherwise defined shall have the meaning set
forth in Exhibit C to this Purchase Agreement or elsewhere in this Purchase
Agreement.

    


    Article
6.                      Confidential
Treatment.                                                      

    


     

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

     

    


    


    DATED AS
OF _______________________

    


    
      	
              AMERICAN
      AIRLINES, INC.

               

               

              BY           _______________________

               

              ITS           _______________________

               

            	
              THE
      BOEING COMPANY

               

               

              BY           _______________________

               

              ITS           _______________________

               

            


    

    


    


    


    


    



    
      
        
          P.A. No.
3219