Document

Exhibit 10.38


Certain information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

PURCHASE AGREEMENT NUMBER 3219

between

THE BOEING COMPANY

and

AMERICAN AIRLINES, INC.

Relating to Boeing Model 787-923 Aircraft

BOEING PROPRIETARY

TABLE OF CONTENTS

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. [****]

BFE1. Buyer Furnished Equipment Variables

CS1. 787 Customer Support Document

EE1. [****]

SLP1. [****]

P.A. No. 3219 i

BOEING PROPRIETARY

LETTER AGREEMENTS

3219-01 [****]

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

3219-04 [****]

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 [****]

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

6-1162-CLO-1031 [****]

6-1162-CLO-1032 [****]

6-1162-CLO-1039 [****]

6-1162-CLO-1043 787 Inspection Process

6-1162-CLO-1042 [****]

6-1162-CLO-1045 [****]

6-1162-CLO-1046 [****]

6-1162-CLO-1047 [****]

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 [****]

6-1162-TRW-0666 [****]

6-1162-TRW-0667 [****]

6-1162-TRW-0668 [****]

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

6-1162-TRW-0671 [****]

6-1162-TRW-0672 [****]

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 [****]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.[****]

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. [****]

4.3 Advance Payments Due. [****]

4.4 Payment of Balance. [****]

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 [****]

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. [****]

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. [****]

5.5 Engine Escalation Variables. [****]

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 _______________________