PURCHASE AGREEMENT No. 1977 SUPPLEMENT No. 28

Purchase and Sale Agreement

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AMR CORP | American Airlines, Inc | Boeing Company

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Title: PURCHASE AGREEMENT No. 1977 SUPPLEMENT No. 28
Date: 7/17/2008
Industry: Airline Sector: Transportation

Exhibit 10.3

PURCHASE AGREEMENT No. 1977 SUPPLEMENT No. 28

PURCHASE AGREEMENT No. 1977 SUPPLEMENT No. 28 (this “Agreement”) dated June ____ , 2008 between The Boeing Company (“Boeing”) and American Airlines, Inc. (“Customer”).

R E C I T A L S :

A.	Boeing and Customer have heretofore entered into that certain Purchase Agreement No. 1977, dated October 31, 1997, as amended and supplemented, (capitalized terms used herein without definition shall have the meanings specified therefor in such Purchase Agreement).

B.	Pursuant to Letter Agreement No. 6-1162-AKP-075 titled Aircraft Purchase Rights and Substitution Rights (the “Rights Letter”), Boeing and Customer have agreed to, among other things, treatment of aircraft Purchase Rights.

C.	Customer and Boeing desire to amend and supplement the Purchase Agreement as provided below.

In consideration of the foregoing premises and other good and sufficient consideration, Boeing and Customer hereby agree as follows:

1.	Amendment to Reflect Customer’s Exercise of MADP Rights .

1.1.

The Purchase Agreement is amended and supplemented to reflect the exercise of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Rights Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] by Customer with the Scheduled Delivery [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

1.2.	The Scheduled Delivery Month and Advanced Payment Schedule for the aircraft is set forth in Table 1A (R7), attached hereto.

1.3. In recognition of an update to the configuration of Customer’s Model 737-823 Aircraft, the revised Detail Specification is incorporated into a new Exhibit A1 attached hereto and made apart hereof. The new Exhibit A1 reflects the Optional Features selected for the Aircraft.

2.	Table of Contents . The Table of Contents dated May 2008 is replaced in its entirety with the revised Table of Contents dated June 2008 (Attachment A hereto) to reflect amendments made to the Purchase Agreement by this Agreement.

MADP Rights . Pursuant to the Rights Letter, Attachment B to such letter is hereby replaced in its entirety with the revised Attachment B (R9) attached hereto and hereby incorporated into the Purchase Agreement. The revised number of certain Customer MADP rights pursuant to this Agreement is reflected in the Attachment B (R9) hereto.

Supplement Exhibit BFE1. Supplement Exhibit BFE1 (R8) is hereby replaced in its entirety with the revised Supplement Exhibit BFE1 (R9) attached hereto and hereby incorporated into the Purchase Agreement. The updated on-dock dates for all contracted firm Aircraft thru December 2013 are reflected in the attached Supplement Exhibit BFE1 (R9).

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

6.	Advance Payments for Aircraft . Due at signing of this Agreement, Customer owes Boeing [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

Effect on Purchase Agreement. Except as expressly set forth herein, all terms and provisions contained in the Purchase Agreement shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, and agreements, understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof and may be changed only in writing signed by authorized representatives of the parties.

IN WITNESS WHEREOF, Boeing and Customer have each caused this Agreement

to be duly executed as of the day and year first above written.

AMERICAN AIRLINES, INC.

Its VP Corporate Development and Treasurer

THE BOEING COMPANY

Its Attorney-In-Fact

Attachments:

Exhibit A1, Aircraft Configuration

Attachment A, Table of Contents (R9) to Purchase Agreement No. 1977

Table 1A (R7) to Purchase Agreement No. 1977, 737-800 Exercised Option Delivery, Description, Price and Advance Payments

Attachment B (R9) to Letter Agreement 6-1162-AKP-075, Aircraft Purchase Rights and Substitution Rights

Supplement Exhibit BFE1 (R9) to Purchase Agreement No. 1977, 737-823 BFE Variables

Letter Agreement 6-1162-CLO-1035, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

TABLE OF CONTENTS

ARTICLES NUMBER

1. Quantity, Model and Description SA21

2. Delivery Schedule

3. Price

4. Payment

5. Miscellaneous

TABLE

1(R3) Aircraft Delivery, Description, Price and SA23

Advance Payments

-Schedule 1 (R2) SA23

1A (R7) Option Aircraft Delivery, Description, Price and SA28

Advance Payments

EXHIBITS

A. Aircraft Configuration

A1 Aircraft Configuration SA28

B. Aircraft Delivery Requirements and Responsibilities

C. Defined Terms

SUPPLEMENTAL EXHIBITS

AE1 Escalation Adjustment Airframe and Optional Features SA20

BFE1(R9) BFE Variables SA28

CS1 Customer Support Variables

SLP1 Service Life Policy Components

EE1 Engine Escalation, Engine Warranty and Patent Indemnity

LETTER AGREEMENTS

6-1162-AKP-070Miscellaneous Commitments for Model 737, 757,

767 and 777 Aircraft

6-1162-AKP-071 Purchase Obligations

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

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

6-1162-AKP-074R2 Business Considerations

6-1162-AKP-075Aircraft Purchase Rights and Substitution Rights

- Attachment A

- Attachment B(R9) SA28

- Attachment C(R4) SA26

6-1162-AKP-076 Aircraft Performance Guarantees

6-1162-AKP-077 Spares Matters

6-1162-AKP-078 Model 737 Miscellaneous Commitments

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

6-1162-AKP-080 Installation of Cabin Systems Equipment

6-1162-AKP-081 Model 737 Maintenance Cost Commitment

6-1162-AKP-082 Confidentiality

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

6-1162-AKP-117 Delivery Schedule

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

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

6-1162-CLO-1035

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

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

Reference:

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

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

Boeing agrees to provide Customer with the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in the Attachment.

The [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] set forth herein are applicable to the Aircraft set forth in the Attachment to this Letter Agreement No. 6-1162-CLO-1035.

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part.