Sample Business Contracts

Aircraft Sales Agreement - American Airlines Inc. and Federal Express Corp.

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AIRCRAFT SALES AGREEMENT

BY AND BETWEEN

AMERICAN AIRLINES, INC.

AND

FEDERAL EXPRESS CORPORATION

DATED APRIL 7, 1995

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SALE OF TWELVE McDONNELL DOUGLAS MODEL MD-11 AIRCRAFT

GRANT OF OPTIONS ON SEVEN McDONNELL DOUGLAS MODEL MD-11 AIRCRAFT

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TABLE OF CONTENTS

ARTICLE/SECTION PAGE
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ARTICLE 1 DEFINITIONS; CONSTRUCTION

Section 1.01 Primary Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02 Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 2 PURCHASE OF AIRCRAFT

Section 2.01 Firm Aircraft, Purchase Prices and Delivery Dates . . . . . . . . . . . . . . . . 9
Section 2.02 Put Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.03 Purchase Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.04 Designation and Substitution of Airframes and Engines . . . . . . . . . . . . . . 12
Section 2.05 Payment of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.06 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 3 AIRCRAFT DELIVERY, TITLE, RISK OF LOSS

Section 3.01 Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.02 Inspection, Flight Checks and Discrepancies . . . . . . . . . . . . . . . . . . . 14
Section 3.03 [ * . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ]
Section 3.04 Delivery Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 3.05 Delayed Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.06 Delivery Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.07 Adjustments to Purchase Price for Delivery Condition . . . . . . . . . . . . . . . 23
Section 3.08 Aircraft Delivery Certificate; Engine Delivery Certificate . . . . . . . . . . . . 23
Section 3.09 Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 3.10 Title and Risk of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE 4 SPARE PARTS

Section 4.01 MD-11 Spare Parts List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.02 MD-11 Spare Parts Purchase Obligation. . . . . . . . . . . . . . . . . . . . . . . 25

____________________
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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Section 4.03 Spare Engine, Spare APU and Spare Thrust Reverser Purchase Obligation . . . . . . 26
Section 4.04 Effect of Expiration of Put Options on Certain Spare Parts Purchase Obligations . 28
Section 4.05 Designation of MD-11 Spare Parts to be Acquired and Delivery . . . . . . . . . . . 28
Section 4.06 MD-11 Spare Parts Documentation . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

Section 5.01 American's Representations and Warranties . . . . . . . . . . . . . . . . . . . . 29
Section 5.02 No Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 5.03 FedEx's Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE 6 DOCUMENTATION

Section 6.01 Availability of Documentation . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 6.02 Technical Data and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE 7 ASSIGNMENT OF WARRANTIES, SERVICE LIFE POLICIES AND PATENT INDEMNITIES

Section 7.01 Assignment of Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE 8 PAYMENT OF TAXES

Section 8.01 Payment of Taxes by FedEx . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.02 Tax Consequences of Certain Deliveries . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.03 After-Tax Basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 9 EXCUSABLE DELAY

Section 9.01 Excusable Delay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 9.02 Time Limits on Excusable Delays . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 10 INDEMNIFICATION

Section 10.01 FedEx's Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 10.02 American's Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE 11 INSURANCE

Section 11.01 Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.02 Hull Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 11.03 Insurance Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

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ARTICLE 12 DEFAULT AND REMEDIES

Section 12.01 American Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 12.02 FedEx Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 12.03 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 12.04 Limitation of Damages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE 13 DISPUTE RESOLUTION

Section 13.01 Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 13.02 Notice of Dispute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 13.03 Dispute Resolution Through Negotiation . . . . . . . . . . . . . . . . . . . . . . 41
Section 13.04 Dispute Resolution Through Mediation . . . . . . . . . . . . . . . . . . . . . . . 42
Section 13.05 Dispute Resolution Through Arbitration . . . . . . . . . . . . . . . . . . . . . . 42
Section 13.06 Forbearance During Resolution Process . . . . . . . . . . . . . . . . . . . . . . 43
Section 13.07 Limitation of Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 13.08 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE 14 CONDITIONS

Section 14.01 Conditions to FedEx's Obligations . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 14.02 Conditions to American's Obligations . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE 15 CONFIDENTIALITY

Section 15.01 Confidentiality Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE 16 FURTHER ASSURANCES

Section 16.01 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE 17 MISCELLANEOUS

Section 17.01 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 17.02 Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 17.03 Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 17.04 No Offset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 17.05 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 17.06 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 17.07 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 17.08 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 17.09 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

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Section 17.10 Brokers' Commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 17.11 No Remedy Exclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 17.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 17.13 Survival of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

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EXHIBITS

Exhibit A Aircraft Subject to Aircraft Purchase Agreement
Exhibit B Aircraft Delivery Certificate
Exhibit C Warranty Bills of Sale
Exhibit D Data Relating to the Aircraft and Engines
Exhibit E Designation of an Airframe for Delivery on Scheduled Delivery Date
Exhibit F Designation of a Substitute Airframe for Delivery on Scheduled Delivery Date
Exhibit G Form of Assignment of Assignable Manufacturer's Warranties
Exhibit H Designation of Engines for Conveyance on Scheduled Delivery Date
Exhibit I Put Option Exercise
Exhibit J Purchase Option Notice
Exhibit K Purchase Option Exercise
Exhibit L Purchase Price Adjustment Formula-Airframe
Exhibit M Purchase Price Adjustment Formula-Engines
Exhibit N Purchase Price Adjustment Formula-Gear
Exhibit O Purchase Price Adjustment Formula-APU
Exhibit P Engine Delivery Certificate
Exhibit Q Spare Parts Purchase Schedule and Prices
Exhibit R Procedure for Engine Borescope Inspections
Exhibit S Form of [ * ]Agreement
Exhibit T Spares Purchase Price Adjustment Formula-Spare Engines
Exhibit U High-Hour and High-Cycle Airframe Certificate

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AIRCRAFT SALES AGREEMENT

This AIRCRAFT SALES AGREEMENT (the "Agreement") is made on April 7,
1995 by and between AMERICAN AIRLINES, INC., a Delaware corporation
("American") and FEDERAL EXPRESS CORPORATION, a Delaware corporation ("FedEx").

RECITALS

1. American owns twelve (12) McDonnell Douglas Model MD-11
aircraft that American desires to sell. American has agreed to sell to FedEx
and FedEx has agreed to buy from American twelve (12) of its McDonnell Douglas
Model MD-11 aircraft. In addition, FedEx has agreed to grant to American put
options to sell to FedEx up to seven (7) additional McDonnell Douglas Model
MD-11 aircraft.

2. American and FedEx desire to document the terms and conditions
for the sale and purchase of the Firm Aircraft, the Put Options with respect to
the Put Option Aircraft and the Purchase Options with respect to the Put Option
Aircraft, each as defined below.

FOR AND IN CONSIDERATION of the mutual covenants contained in this
Agreement and other good and valuable consideration, the receipt of which is
hereby acknowledged FedEx and American (each a "Party" and together the
"Parties") agree as follows:

ARTICLE 1
DEFINITIONS; CONSTRUCTION

Section 1.01. Primary Definitions. In addition to words and terms
elsewhere defined in this Agreement, the following words and terms shall have
the meanings set forth below:

"Affiliate" shall mean any person, directly or indirectly, through one
or more intermediaries, controlling, controlled by or under common control with
American or FedEx, as the case may be.

"Aircraft" shall mean any or all of the nineteen (19) McDonnell
Douglas Model MD-11 aircraft, the U.S. Registration Numbers and Manufacturer's
Serial Numbers of which are listed on Exhibit A, each such aircraft consisting
of an Airframe, three Engines and the Gear, the APU and any and all Parts
installed therein or thereon at Delivery.

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"Aircraft Delivery Certificate" shall mean a tender and acceptance
certificate, in the form of Exhibit B, executed by FedEx and American
concurrently with the Delivery of each Aircraft.

"Aircraft Records" shall mean that portion of the Data listed under
the caption "RECORDS" in Exhibit D.

"Airframe" or "Airframes" shall mean one or more, as the case may be,
of the McDonnell Douglas Model MD-11 airframes bearing one of the
Manufacturer's Serial Numbers set forth in Exhibit A.

"Airworthiness Directive" or "Airworthiness Directives" shall mean one
or more of the airworthiness directives prescribed in Part 39 of the FAR or any
successor regulation thereto to the extent such airworthiness directives apply
to the Aircraft other than the Passenger Parts.

"Airworthy" shall mean the condition of an Aircraft (1) which includes
the existence of a validly issued, current individual aircraft FAA Certificate
of Airworthiness with respect to the Aircraft and which satisfies all
requirements for the effectiveness of such FAA Certificate of Airworthiness,
(2) which complies with: (A) the MD-11 Type Design Data Certificate, including
all applicable supplemental type certificates which have been incorporated on
the Aircraft; (B) subject to the nondiscrimination covenant of American in
Section 3.06(a)(ii), all applicable FAA Airworthiness Directives which are
required to be complied with by the Scheduled Delivery Date of such Aircraft
and the requirements for maintaining data substantiating the status and method
of compliance for each such Airworthiness Directive; and (C) the Aircraft
records requirements of FAR Section 121.380; and (3) in which such Aircraft's
structure, systems and components are functioning in accordance with their
intended use as set forth in FAA-approved documentation, including, but not
limited to, any applicable original manufacturer's manuals, technical standard
orders, parts manufacturing approval certificates or American engineering
specification orders, provided, however, that clauses (1), (2) and (3) above
are subject in all respects to any discrepancies or deviations of such Aircraft
from, or failures of such Aircraft to comply with, the foregoing standards
which are solely the result of the removal of the Passenger Parts from the
Aircraft as contemplated by Sections 3.02 and 3.06(a)(x).

"American ESM" shall mean the American Airlines MD-11 Engineering
Specification Maintenance (ESM) Program as in effect on the Delivery Date of
the Aircraft to which the standards in such program are being applied.

"American Program" shall mean American's FAA-approved Maintenance
Program for the Airframes and the Engines as in effect from time to time,
including, without limitation, the American ESM. When used in Section 3.06 and
Exhibits L, M, N and O (whether expressly used therein or whether used in
the definition of

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any other defined term appearing therein), references to the American Program
shall be to the American Program as in effect on the Delivery Date of the
Aircraft to which the standards in such Section 3.06 and such exhibits are
being applied.

"American Serviceable Tag" shall mean a document containing
appropriate entries detailing conformity to type design of the Spare Parts,
and, if applicable, the maintenance certification of repair, which is properly
executed in accordance with the American's General Maintenance Policy and
Procedures Program. The American Serviceable Tags will be acceptable to FedEx
when signed by an FAA-certified individual or accompanied by a certificate of
repair or a certificate signifying conformity to type design and specifying
that the Spare Parts are serviceable. The affixing of an American Serviceable
Tag to a Spare Part shall signify that the Spare Part is in a serviceable
condition for operation on American's fleet of McDonnell Douglas MD-11 aircraft
and complies with applicable manufacturer's service bulletins, Airworthiness
Directives, and the aircraft records requirements of FAR Section 121.380.

"AMR Rate" shall mean [ * ].

"APU" shall mean [ * ].

"Average Unit Price" shall mean American's average unit price for any
Spare Parts as shown on the books of American as of January 20, 1995.

"Business Day" shall mean any day other than a Saturday, Sunday or
other day on which banking institutions in Ft. Worth, Texas, New York, New York
or Memphis, Tennessee are authorized or required by law to be closed.

"C Check" shall mean any C check of a McDonnell Douglas Model MD-11
airframe as prescribed by the American Program.

"Change Designation" shall mean a notice in the form set forth in
Exhibit F exercising the right to substitute Airframes set forth in Section
2.04.

"Citibank Prime" shall mean the rate of interest announced by
Citibank, N.A. from time to time as its prime lending rate to its most credit
worthy commercial customers, which rate shall not necessarily be its lowest
lending rate.

"Data" shall mean all of the manuals, documents, drawings, charts, records
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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and other written materials described in Exhibit D, on whatever medium, and
any successor, supplemental, modifying, amending or replacement manuals,
documents, drawings, charts, records and other written materials, on whatever
medium, all of which shall be current with the latest revisions available with
respect thereto at the time such Data is delivered to FedEx.

"Delayed Delivery Engine" or "Delayed Delivery Engines" shall mean one
or more, as the case may be, of the Engine or Engines which (i) are conveyed
with an Aircraft, but which are not installed on the Aircraft at Delivery, (ii)
which American will deliver within ninety (90) days after the Delivery of such
Aircraft and (iii) which, at the time of the Delivery of the Aircraft, American
expects to be and which, upon its delivery by American to FedEx, must be in the
condition required by Section 3.06 for Engines upon delivery to FedEx.

"Delivery" shall mean, with respect to any Aircraft, the occurrence of
all the following events, which events are to be performed in accordance with
this Agreement: (a) tender of the Aircraft by American to FedEx as evidenced by
American's execution and delivery to FedEx of an Aircraft Delivery Certificate
with respect to such Aircraft, (b) acceptance by FedEx of the Aircraft, as
evidenced by FedEx's execution and re-delivery of such Aircraft Delivery
Certificate to American, (c) sale by transfer of title of the Aircraft by
American to FedEx as evidenced by delivery to FedEx of the executed FAA Bill of
Sale and the executed Warranty Bill of Sale, and (d) payment by FedEx to
American of the Purchase Price for the Aircraft.

"Delivery Condition" shall mean the condition that an Aircraft must be
in at the time it is tendered by American to FedEx for Delivery as prescribed
by Section 3.06.

"Delivery Date" shall mean any date on which the Delivery of an
Aircraft is complete.

"Deposits" shall mean the cash deposits made by FedEx with American
pursuant to Section 2.06.

"Designation" shall mean a written notice in the form set forth in
Exhibit E designating a particular Airframe for delivery on a Scheduled
Delivery Date, either in connection with the sale of the Firm Aircraft, the
exercise of a Put Option, or the exercise of a Purchase Option.

"Direct Maintenance Costs" shall mean, with respect to a particular
maintenance bill of work, all direct labor costs, the aggregate Average Unit
Price of all materials and the cost of all outside services, less any warranty
payments and reimbursements.

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"Engine" or "Engines" shall mean one or more, as the case may be,
General Electric CF6-80C2D1F aircraft engines to be conveyed to FedEx under
this Agreement as a part of an Aircraft, including Replacement Engines and
Delayed Delivery Engines, but excluding Non-Conforming Engines.

"Engine Designation" shall mean a written notice in the form set forth
in Exhibit H designating the Engines to be conveyed by American to FedEx as a
part of a Firm Aircraft, a Put Option Aircraft or a Purchase Option Aircraft.

"Engine Heavy Maintenance" or "EHM" shall mean that engine maintenance
build level in which there is complete refurbishment of all modules in a
General Electric CF6-80C2D1F aircraft engine in accordance with the "Detailed
Program Requirements" listed in American's Engineering Specification 6-3/DH/JP
contained in American's GE-CF6-80C2 Engine Manual or in any successor
engineering specification.

"Engine Maintenance" shall mean a HSC, HSM or EHM.

"Engine Records" shall mean that portion of the Data relating to the
Engines and the Spare Engines, including that portion of the Data set forth
under the caption "ENGINE RECORDS" in Exhibit D.

"Engine Lease Agreement" shall mean an engine lease agreement
substantially in the form attached hereto as Exhibit S.

"Event of Default" shall mean, as to American, any of the events of
default set forth in Section 12.01 and, as to FedEx, any of the events of
default set forth in Section 12.02.

"Excusable Delay" shall mean, subject to the time limitations set
forth in Section 9.02, any delay in the timely discharge and performance by a
Party of its obligations and duties under this Agreement to the extent such
delay shall be the result of (i) the occurrence of a Force Majeure Event with
respect to the Party whose performance is delayed, (ii) the fault of the other
Party, whether such fault arises from the failure of the other Party to
discharge and perform its obligations and duties hereunder or otherwise, (iii)
any other event that excuses as a matter of applicable law a Party's timely
performance of its contractual obligations and duties or (iv) with respect to
American only, any damage to, partial destruction of, total loss of, or
substantially complete or complete destruction of an Aircraft.

"FAA" shall mean the United States Federal Aviation Administration or
any successor agency thereto.

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"FAR" shall mean the United States Federal Aviation Regulations, 14
C.F.R Section 1 et seq., as promulgated pursuant to Title 49 Section 40101 et
seq. of the United States Code, and any successor statute thereto, as such
regulations are in effect from time to time.

"FAA Bill of Sale" shall mean a Federal Aviation Administration Bill
of Sale (AC Form 8050-2 or any successor form thereto) conveying title to the
Aircraft to FedEx.

"Firm Aircraft" shall mean any or all of the Aircraft to be sold by
American to FedEx pursuant to Section 2.01.

"First Interval Items" shall mean those maintenance significant items
set forth in pages 52-1 through 52-2 (as revised on April 21, 1993), pages 53-1
through 53-44 (as revised on February 8, 1995), pages 54-1 through 54-6 (as
revised through December 21, 1994), pages 55-1 through 55-12 (as revised on
February 2, 1994) and pages 57-1 through 57- 21 (as revised on February 8,
1995) of the American ESM which are required to be accomplished for the first
time sixty (60) months after the delivery of an Airframe to American by the
Manufacturer.

"Force Majeure Event" shall mean any act of God, action or regulation
of any governmental authority, fire, weather, flood, earthquake, accident,
mechanical or electrical failure other than with respect to an Aircraft being
delivered, act of the public enemy, war, civil disturbance, rebellion,
insurrection, work stoppage, work slow down, other labor or work action, labor
dispute, restraint of government or other cause or event beyond the control of
the Party claiming the benefit of the occurrence of any such force majeure.

"Gear" shall mean one or more, as the case may be, of the nose,
center, left and right landing gears on any Airframe.

"Hot Section/Compressor Maintenance" or "HSC" shall mean the engine
maintenance build level in which there is refurbishment of the HPT Rotor, HPT
1st Stage Nozzle Assembly, the 2nd Stage Nozzle Assembly and the HPC Rotor as
described in the American Program.

"Hot Section Maintenance" or "HSM" shall mean the engine maintenance
build level in which there is refurbishment of the HPT Rotor, HPT 1st Stage
Nozzle Assembly, and the 2nd Stage Nozzle Assembly as described in the American
Program.

"Lien" shall mean any mortgage, pledge, security interest, lien,
claim, encumbrance or other charge or rights of others of any kind on property.

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"Life Limited Part" or "Life Limited Parts" shall mean one or more, as
the case may be, Parts which must be removed from an Engine, a Spare Engine, an
APU or a Spare APU upon having been in such Engine, Spare Engine, APU or Spare
APU for the maximum permissible calendar time, flight cycles or flight hours
specified for such Part by its manufacturer.

"Manufacturer" shall mean McDonnell Douglas Corporation as to the
Airframes and General Electric Corporation as to the Engines.

"MD-11 Spare Part" or "MD-11 Spare Parts" shall mean any or all Parts
listed on the Spares List.

"More Restrictive" shall mean that measure of the interval between
maintenance events for an Airframe, Engine, Gear or APU or of the useful life
or the interval between maintenance events of a Part which yields the lowest
percentage of such interval remaining until the next such required maintenance
event or the lowest percentage of such useful life, as applicable.

"Non-Conforming Engine" or "Non-Conforming Engines" shall mean one or
more, as the case may be, General Electric C6F-80C2D1F engines installed on an
Aircraft which do not meet the delivery conditions for Engines set forth in
Section 3.06, but which are otherwise in a condition suitable for the purpose
of permitting ferry flights of the Aircraft on which such engines are installed
to the facilities of one or more third party vendors for conversion of such
Aircraft to a cargo configuration or for transition maintenance for such
Aircraft.

"Part" or "Parts" shall mean any item or items of avionics,
appliances, parts, furnishings, instruments, accessories and equipment suitable
for installation and use on an Aircraft.

"Passenger Parts" shall mean any Parts installed in the passenger
cabin of an Aircraft that relate to the passenger configuration of such
Aircraft, but excluding any Part in the passenger cabin of an Aircraft which is
necessary for the Aircraft to be modified into FedEx's freighter configuration,
including, without limitation, the forward starboard lavatory, the slide rafts
on the R1, R4, L1 and L4 doors and the forward starboard galley installed on
such Aircraft.

"Power Assurance Run Test" shall mean a power assurance run test on an
Engine conducted in accordance with the procedures in Test No. 6 in Chapter
71-00-00-5-1 of the McDonnell Douglas Aircraft Maintenance Manual pertaining to
McDonnell Douglas Model MD-11 aircraft.

"Purchase Option" and "Purchase Options" shall have the meanings set
forth in Section 2.03.

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"Purchase Option Aircraft" shall mean any Put Option Aircraft as to
which FedEx has delivered a Purchase Option Exercise.

"Purchase Option Exercise" shall mean a written notice given by FedEx
to American exercising a Purchase Option as to any Put Option Aircraft, which
notice shall be in the form attached hereto as Exhibit K.

"Purchase Option Notice" shall mean a written notice, in the form
attached hereto as Exhibit J, given by American to FedEx notifying FedEx of
American's intent to offer for sale, or to otherwise permanently transfer
possession of, any of the Put Option Aircraft other than pursuant to the Put
Options or any agreements entered into by American pursuant to which American
has granted a security interest in the Aircraft in connection with the
financing of the Aircraft.

"Purchase Price" shall mean, as applicable, the purchase price of a
Firm Aircraft on a Scheduled Delivery Date as set forth in Section 2.01, of a
Put Option Aircraft on a Scheduled Delivery Date as set forth in Section 2.02
and of a Purchase Option Aircraft applicable for the month of the Delivery of
the Purchase Option Aircraft as set forth in Section 2.03, as adjusted in
accordance with Section 3.07.

"Put Option" and "Put Options" shall have the meanings set forth in
Section 2.02.

"Put Option Aircraft" shall mean any or all of the Aircraft as to
which FedEx has granted to American options to sell such Aircraft to FedEx
pursuant to Section 2.02.

"Put Option Exercise" shall mean a written notice given by American to
FedEx exercising a Put Option as to any Put Option Aircraft, which notice shall
be in the form attached hereto as Exhibit I.

"Replacement Engine" or "Replacement Engines" shall mean one or more,
as the case may be, General Electric C6F- 80C2D1F engines to be conveyed by
American to FedEx in the stead of a Delayed Delivery Engine pursuant to Section
3.03, each of which engines meets the delivery condition requirements of
Section 3.06 with respect to Engines.

"Scheduled Delivery Date" shall mean a date on which an Aircraft is to
be delivered as set forth in Section 2.01 as to the Firm Aircraft, and Section
2.02 as to the Put Option Aircraft and Section 2.03 as to any Purchase Option
Aircraft or, as to any of the Aircraft, such other date as the Parties may
agree in writing.

"Second Interval Items" shall mean those maintenance significant items
set forth in pages 52-1 through 52-2 (as revised on April 21, 1993), pages 53-1
through 53-44 (as revised on February 8, 1995), pages 54-1 through 54-6 (as
revised through

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<PAGE> 15
December 21, 1994), pages 55-1 through 55-12 (as revised on February 2, 1994)
and pages 57-1 through 57-21 (as revised on February 8, 1995) of the American
ESM which are required to be accomplished for the first time ninety (90) months
after the delivery of an Airframe to American by the Manufacturer.

"Shop Findings Report" shall mean a report stating the root cause of
the failure of a Part and the materials used in returning such Part to a
serviceable condition which is executed by an authorized repairman, all in
accordance with the American Program.

"Spare APU" and "Spare APU's" shall mean one or more, as the case may
be, of the five (5) APU's owned by American which are not installed on an
Aircraft, which APU's shall include a shipping stand.

"Spare Engine" and "Spare Engines" shall mean one or more, as the case
may be, of the ten (10) General Electric CF6-80C2D1F engines owned by American
that are not installed on the Aircraft. Each such engine shall be in a wing or
tail quick engine change configuration and shall include an engine shipping
stand suitable for such engines.

"Spares List" shall mean the list of Parts dated as of January 20,
1995 which American is delivering to FedEx pursuant to Section 4.01.

"Spare Part" and "Spare Parts" shall mean any or all of the MD-11
Spare Parts and the Spare APU's, the Spare Engines and the Spare Thrust
Reversers.

"Spares Purchase Price" shall mean the purchase price paid or to be
paid for Spare Parts or portions thereof pursuant to Article 4.

"Spare Thrust Reversers" shall mean one or more, as the case may be,
of the three (3) pairs of thrust reverser assemblies usable on the Engines of
the Aircraft which are not installed on an Aircraft.

"Warranty Bill of Sale" shall mean a warranty bill of sale conveying
title to an Aircraft to FedEx, which warranty bill of sale shall be in the form
attached hereto as Exhibit C.

Any defined term used in this Agreement and not expressly defined
herein shall have the meaning ascribed to it in the FAR if such term is
expressly defined in the FAR or, if not expressly defined in the FAR, such term
shall have the meaning customarily ascribed to it in the aircraft industry.

Section 1.02. Rules of Construction. The words "hereof," "herein,"
"hereunder," "hereto" and other words of similar import refer to this Agreement
in its entirety.

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<PAGE> 16
The terms "agree" and "agreements" contained herein are intended to
include and mean "covenant" and "covenants".

All references in this Agreement to articles, sections, subsections
and other subdivisions refer to corresponding articles, sections, subsections
and other subdivisions of this Agreement unless otherwise expressly provided.
All references in this Agreement to exhibits shall refer to the exhibits to
this Agreement unless otherwise provided.

The article and section headings in this Agreement have been inserted
solely for convenience and shall not be considered in construing this
Agreement.

ARTICLE 2
PURCHASE OF AIRCRAFT

Section 2.01. Firm Aircraft, Purchase Prices and Delivery Dates.
On the terms and subject to the conditions set forth herein, American agrees to
sell to FedEx, and FedEx agrees to purchase from American, the Firm Aircraft,
with one Firm Aircraft to be so sold and purchased on each Scheduled Delivery
Date as set forth below. The Purchase Price of each Firm Aircraft to be
delivered on each Scheduled Delivery Date and the latest date by which a
Designation as to a Scheduled Delivery Date may be given are as set forth in
the following table:

LATEST SCHEDULED
DELIVERY DESIGNATION DELIVERY PURCHASE
NUMBER DATE DATE PRICE
-------------- ---------------- -----------------

1 7-May-95 17-Jan-96 $
2 12-June-95 12-June-96 $
3 16-Oct-95 16-Oct-96 $
4 12-Feb-96 12-Feb-97 $
5 11-June-96 11-June-97 $
6 15-Oct-96 15-Oct-97 $ *
7 14-Jan-97 14-Jan-98 $
8 17-June-97 17-June-98 $
9 14-Oct-97 14-Oct-98 $
10 17-Feb-98 17-Feb-99 $
11 16-June-98 16-June-99 $
12 13-Oct-98 13-Oct-99 $

Subject to Section 3.05(d), if due to the loss or, in American's sole
discretion,
substantially complete destruction of one or more Aircraft, American tenders to
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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<PAGE> 17
FedEx for Delivery pursuant to this Agreement fewer than twelve (12) Firm
Aircraft, then on or before October 13, 1999 or such later date as the Parties
agree will be the Scheduled Delivery Date for the twelfth (12th) Firm Aircraft,
American will pay to FedEx $[* ] for each Firm Aircraft fewer than twelve
(12) that American delivers to FedEx. American will make such payment by a
wire transfer of immediately available funds.

Section 2.02. Put Options. (a) FedEx hereby grants to American
seven (7) options (the "Put Options" and each a "Put Option"), each of which
shall give American the right to sell one Aircraft to FedEx on each of the
Scheduled Delivery Dates set forth in the table in Section 2.02(c). Upon
American's exercise of each Put Option, FedEx shall purchase one Aircraft on
the terms and subject to the conditions set forth herein.

(b) A Put Option will be exercisable as to an Aircraft by American
giving to FedEx a Put Option Exercise on any date not later than the "Latest
Exercise Date" as set forth in Section 2.02(c).

(c) The latest date by which a Put Option may be exercised (each a
"Latest Exercise Date"), the latest date by which a Designation for a Scheduled
Delivery Date may be given, the Scheduled Delivery Dates for the Put Option
Aircraft and the Purchase Price of each Put Option Aircraft are as set forth in
the following table:

LATEST LATEST SCHEDULED
DELIVERY EXERCISE DESIGNATION DELIVERY PURCHASE
NUMBER DATE DATE DATE PRICE
------ ------------ --------------- ------------ ---------------

13 15-Feb-00 $
14 14-June-00 $
15 11-Oct-00 $
16 * * 14-Feb-01 $ *
17 12-June-01 $
18 16-Oct-01 $
19 12-Feb-02 $

(d) American and FedEx intend the exercise of the Put Options to be
sequential and consistent with the schedule set forth above. If American fails
to give FedEx a Put Option Exercise exercising a particular Put Option on or
before the Latest Exercise Date for such Put Option, that Put Option will
expire. If a Put Option expires, the remaining Put Options may be cancelled by
FedEx giving to

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<PAGE> 18
American written notice of such cancellation on or before the earlier of (i)
the next following Latest Exercise Date set forth in Section 2.02(c) and (ii)
the seventh (7th) day next following the day on which FedEx receives a written
notice from American that FedEx has the right to cancel the remaining Put
Options. If FedEx fails to give American timely written notice of the
cancellation of the remaining, unexercised Put Options, the remaining,
unexercised Put Options will remain in full force and effect. The failure of
American to give to FedEx any notice that FedEx may cancel the remaining,
unexercised Put Options shall not be a breach, default or Event of Default
under the terms of this Agreement.

Section 2.03. Purchase Options. (a) If American intends to offer
any Put Option Aircraft not designated as a Firm Aircraft for sale to a third
party, FedEx shall have the right, but not the obligation, to purchase such Put
Option Aircraft from American on the terms and subject to the conditions set
forth in this Section 2.03 (the "Purchase Options" and each, a "Purchase
Option"). American shall give FedEx a Purchase Option Notice before American
makes an offer to sell any or all of the Put Option Aircraft to any third
party. FedEx may exercise the Purchase Options as to any or all of the Put
Option Aircraft stated in a Purchase Option Notice by giving American a
Purchase Option Exercise within fourteen (14) days after its receipt of the
Purchase Option Notice. The failure of FedEx to give American a Purchase
Option Exercise within [ * ] of its receipt of the Purchase
Option Notice will entitle American to sell the Put Option Aircraft to any
person or persons free of the Purchase Options, but such failure shall not be a
breach by FedEx of, or a default or an Event of Default under, the terms of
this Agreement. If FedEx does not exercise a Purchase Option as to a
particular Put Option Aircraft, (i) American may offer for sale and may sell
such Put Option Aircraft in such manner, at such time or times, for such price
or prices and on such other terms and subject to such conditions as American,
in its sole discretion, deems acceptable and (ii) American may nevertheless
exercise the remaining, unexpired Put Options in accordance with the terms and
subject to the conditions set forth in Section 2.02 without regard to any prior
Purchase Option Notice. American will provide a Designation with respect to
any Purchase Option Aircraft on or before the later to occur of (i) one year
prior to the Scheduled Delivery Date and (ii) the thirtieth (30th) day after
its receipt of a Purchase Option Exercise.

(b) The Purchase Price for any Purchase Option Aircraft which is
tendered by American for Delivery and which FedEx is obligated to purchase in
or before January, 1996, shall be $[ * ]. The Purchase Price for
any Purchase Option Aircraft which is tendered by American for Delivery and
which FedEx is obligated

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<PAGE> 19
to purchase in any month thereafter shall be decreased by the amount of $[ *
] for each month after [ * ] to, but excluding, the month in which such
tender for Delivery occurs.

(c) The Scheduled Delivery Date of the Purchase Option Aircraft to
be sold to FedEx by American pursuant to FedEx's exercise of a Purchase Option
shall be the date or dates specified by American in the Purchase Option Notice
as the Scheduled Delivery Date or Scheduled Delivery Dates of the Purchase
Option Aircraft; provided, however, that no such Scheduled Delivery Date shall
be less than [ * ] after the date of the Purchase Option Notice
specifying such Scheduled Delivery Date.

(d) If American sells one or more Purchase Option Aircraft to
FedEx pursuant to FedEx's exercise of one or more Purchase Options or sells any
Put Option Aircraft as to which FedEx does not exercise a Purchase Option after
a Purchase Option Notice is given, the number of Put Options that American can
exercise shall be reduced by a number equal to the number of Purchase Option
Aircraft and/or Put Option Aircraft so sold. Any Put Options terminated by any
such reduction shall be terminated in the reverse order of the Scheduled
Delivery Dates to which the Put Options relate. The remaining Put Options
shall remain in full force and effect.

(e) If one or more Put Options expire or are terminated for any
reason, American may dispose of an equivalent number of Aircraft free of the
Purchase Options at any time thereafter and an equivalent number of Purchase
Options will terminate simultaneously and automatically. Upon such expiration
or termination, the terminated Purchase Options shall be without further force
and effect, provided, however, that any such termination of Purchase Options
shall not affect any prior exercise of any Purchase Option with respect to any
Aircraft. American shall have the right to sell or otherwise dispose of such
number of the Put Option Aircraft as to which Purchase Options are reduced free
of the Purchase Options and the provisions of this Agreement and may determine
which Put Option Aircraft are so free of the Purchase Options in its sole
discretion.

Section 2.04. Designation and Substitution of Airframes and
Engines. (a) American will designate an Airframe from among all the
Airframes as a Firm Aircraft, a Put Option Aircraft, or a Purchase Option
Aircraft for Delivery on a Scheduled Delivery Date in accordance with Section
2.01, Section 2.02 and Section 2.03, respectively, by giving FedEx a
Designation on or before the latest date for giving such Designation specified
in the applicable such section. Each Airframe to *Blank space contained
confidential information which has been filed separately with the Securities
and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934.

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<PAGE> 20
be designated by American to be part of a Firm Aircraft, a Put Option Aircraft
or a Purchase Option Aircraft to be delivered on any Scheduled Delivery Date as
to which a Designation is given will be chosen by American in its sole
discretion. American shall have the right as a result of operational
considerations to substitute a different Airframe for a previously designated
Airframe for delivery on a Scheduled Delivery Date by delivering a Change
Designation (i) on any date before the [ *
] prior to such Scheduled Delivery Date or (ii) if
such designation of a different Airframe for delivery on such Scheduled
Delivery Date would not cause a material delay in the conversion of such
different Airframe from a passenger configuration to a cargo
configuration, on any date before the [ * ] prior
to the original Scheduled Delivery Date, provided in either instance that,
within [ * ] after its receipt of FedEx's invoice setting
forth in detail the nature and amount of such costs, American reimburses FedEx
for any incremental engineering costs, incremental transition maintenance costs
and incremental modification costs incurred by FedEx solely as the result of
the substitution of the Airframe.

(b) No later than [ * ] prior to the Scheduled
Delivery Date for an Aircraft, American shall designate to FedEx the three
Engines to be conveyed to FedEx as part of such Aircraft to be delivered on
such Scheduled Delivery Date by giving FedEx a completed Engine Designation.
After designating such Engines, American will use its commercially reasonable
efforts to avoid substituting other Engines for such designated Engines, but
may do so upon written notice to FedEx, which notice shall be given by American
as soon as practicable after it determines to substitute Engines. Each Engine
to be designated by American to be a part of a Firm Aircraft, a Put Option
Aircraft or a Purchase Option Aircraft to be delivered on the various Scheduled
Delivery Dates as to which Designations are given will be chosen by American in
its sole discretion.

Section 2.05. Payment of Purchase Price. Each Purchase Price and
each Spares Purchase Price payable to American by FedEx shall be net of any
and all taxes, recording expenses, assessments, duties and similar governmental
charges and fees charged on or with respect to the sale of the Aircraft, any
and all of which amounts shall be paid by FedEx, subject, however, to the
provisions of Section 3.01. The Purchase Price for each Aircraft shall be paid
on the Delivery Date for such Aircraft, net of any applicable Deposit and the
interest calculated at the AMR Rate. The Spares Purchase Price for any Spare
Parts purchased pursuant to Article 4 shall be paid on the date the Spare Parts
being sold to FedEx are delivered by American to FedEx. The Purchase Prices,
the Spares Purchase Prices and any Deposits shall be paid by FedEx in United
States Dollars by wire transfer of *Blank space contained confidential
information which has been filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

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<PAGE> 21
immediately available funds to American's account at Chase Manhattan Bank in
New York, New York, ABA No. 021000021 Account 910-1-019884, Reference, as
applicable, Aircraft N[Insert Relevant FAA Registration Number] or MD-11 Spare
Parts.

Section 2.06. Deposits. FedEx will pay to American on the Business
Day next following the date of execution of this Agreement a cash deposit in
the amount of $[ * ] for each Firm Aircraft. FedEx will pay to American
within the ten-day period next following the date on which each Put Option is
exercised, a cash deposit of $[* ] in respect of the Put Option Aircraft
as to which such Put Option is exercised. FedEx will pay to American upon the
Business Day next following the exercise of any Purchase Option, a cash deposit
of $[ * ] in respect of each Purchase Option Aircraft. [ *
]. If American shall fail to perform its obligation to deliver an Aircraft in
accordance with this Agreement, American will return to FedEx, upon FedEx's
written request, any Deposits made with respect to such Aircraft, with interest
thereon calculated at a rate equal to the AMR Rate. The Deposit applicable to
a particular Aircraft, with an amount of interest thereon calculated at the AMR
Rate, will be applied to the payment of the Purchase Price of such Aircraft on
the Delivery Date. Neither the retention of any Deposit by American in
connection with the failure of FedEx to perform its obligations under this
Agreement nor the return of any Deposit by American in connection with the
failure of American to perform its obligations under this Agreement shall be
the exclusive remedy of the non-defaulting Party in connection with any such
default. Except as set forth above, American shall be entitled to retain any
interest earned on the Deposits.

ARTICLE 3
AIRCRAFT DELIVERY, TITLE, RISK OF LOSS

Section 3.01. Delivery. American shall deliver each Firm Aircraft and
any Put Option Aircraft as to which a Put Option is exercised and each Purchase
Option Aircraft to FedEx on the Scheduled Delivery Date for each such Aircraft
pursuant to the procedures set forth in this Article 3. American shall tender
each Aircraft required to be delivered to FedEx under this Agreement by
delivering an Aircraft Delivery Certificate (completed as to the tender related
portion thereof) to FedEx with respect to such Aircraft. Delivery of each
Aircraft shall be made at (i) *Blank space contained confidential information
which has been filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

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<PAGE> 22
Dallas/Fort Worth International Airport ("DFW"), (ii) at the option of
American, at an airport in the State of Nevada if American so advises FedEx at
least seven (7) days prior to the Scheduled Delivery Date for such Aircraft or
(iii) at such other location on FedEx's route system as American designates in
writing to FedEx at least ninety (90) days prior to the Scheduled Delivery Date
and to which FedEx consents, such consents not to be unreasonably withheld. If
any Scheduled Delivery Date is not a Business Day, the Aircraft to be delivered
shall be delivered and accepted on the Business Day next preceding the
Scheduled Delivery Date.

Section 3.02. Inspection, Flight Checks and Discrepancies. (a) FedEx
shall have access to each Aircraft no later than [ * ] prior to
the Scheduled Delivery Date for such Aircraft at American's maintenance
facility at the Tulsa International Airport in Tulsa, Oklahoma ("TUL"). At
such time, FedEx shall have the right to: (i) conduct all ground inspections
reasonably necessary to determine whether the Aircraft is in Delivery
Condition, including, but not limited to, engine borescopes conducted in
accordance with Exhibit R, (ii) functionally ground and flight check such
Aircraft in accordance with the requirements and procedures contained in the
McDonnell Douglas Model MD-11 Production Flight Procedure Manual (the "MDAC
PFPM") applicable to aircraft that are completing a C Check and (iii) conduct
on each Engine being delivered (other than a Non-Conforming Engine) a Power
Assurance Run Test to ensure that the exhaust gas temperature margin for such
Engine conforms to the requirements of Section 3.06(i)(B)(4). Subject to
Section 3.02(b), any such checks or test flights shall be of a reasonable
duration. In determining if an Aircraft is in Delivery Condition, if there are
differences in the tolerances stated in the MDAC PFPM and the American Program,
the more lenient tolerances will apply.

(b) The initial flight test of an Aircraft shall not be more than [ *
] in duration. American will permit at least [ *
] of FedEx to observe any functional flight check of an Aircraft
made in conjunction with the Delivery of such Aircraft. During the functional
flight check, American shall provide a pilot who shall function as
pilot-in-command and who shall maintain operational control and responsibility
for the Aircraft. FedEx shall provide a pilot who shall occupy a pilot's seat
(left or right, at the discretion of the pilot- in-command). FedEx's pilot
shall physically exercise the flight controls in such phases of flight as
necessary to verify the functional operation of the Aircraft. Insurance for
all functional flight checks shall be provided by American, at its sole expense
under its existing insurance policies, provided, however, that any FedEx
personnel who are to be present on such Aircraft during any such flight shall
execute and *Blank space contained confidential information which has been
filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 under the Securities Exchange Act of 1934.

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<PAGE> 23
deliver to American prior to such flight a release and waiver of liability
containing terms and conditions reasonably satisfactory to American. American
shall provide the fuel necessary for such flight check.

(c) Upon completion of functional ground and flight check of an
Aircraft, American shall, at American's expense and in accordance with the
applicable criteria set forth in the American Program: (i) correct and/or
clear any items noted in the Aircraft's log book by American and which remain
un-cleared or un-corrected at the Scheduled Delivery Date and (ii) correct
and/or clear any discrepancies of the Aircraft from the Delivery Condition
otherwise noted during the functional ground and flight checks of such
Aircraft. If an additional flight check is required to demonstrate that a
discrepancy from the Delivery Condition for such Aircraft has been corrected,
such additional flight check shall be conducted in the manner set forth in
Section 3.02(a) and (b). Any additional flight check made to inspect the
correction of any discrepancy of such Aircraft from the required Delivery
Condition previously noted shall be limited to the time necessary to inspect
such discrepancy. If additional discrepancies from the Delivery Condition are
noted during a subsequent flight check (or the original discrepancy is not
satisfactorily corrected), American shall correct the discrepancy from the
Delivery Condition noted during the subsequent flight check. Notwithstanding
the foregoing, American shall not be required to correct or clear any items or
discrepancies of the Aircraft from Delivery Condition that are (x) cosmetic in
nature, (y) related solely to any Passenger Parts or (z) which the Parties
agree in writing in the Aircraft Delivery Certificate to correct and/or clear
after the Delivery of the Aircraft.

(d) Upon completion of the items in Sections 3.02(a) through 3.02(c)
on an Aircraft, FedEx shall execute and deliver to American the Aircraft
Delivery Certificate for such Aircraft pursuant to which FedEx shall certify
that it has accepted the Aircraft and that the Aircraft is in the Delivery
Condition, except to the extent that (i) any remaining discrepancies of the
Aircraft from the Delivery Condition are noted by the Parties in such Aircraft
Delivery Certificate or (ii) the failure of the Aircraft to meet Delivery
Condition requires an Adjustment (as defined below). Thereafter, American
shall not change or alter the configuration or operate such Aircraft for any
reason prior to Delivery (except as necessary to ferry such Aircraft to any
other location at which Delivery will occur) without the prior written consent
of FedEx.

Section 3.03. [ *

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<PAGE> 24

]

[ *

]

[ *

]

[ *

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<PAGE> 25

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<PAGE> 26

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<PAGE> 27

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<PAGE> 28
Section 3.04. Delivery Procedure. At the time of Delivery of each
Aircraft:

(i) FedEx shall execute and deliver to American the Aircraft
Delivery Certificate as provided in Section 3.02(d);

(ii) American shall execute and deliver to FedEx the FAA Bill of
Sale and the Warranty Bill of Sale;

(iii) FedEx shall pay American the Purchase Price in accordance with
Section 2.05, net of the Deposit applicable to the Aircraft being delivered and
the interest accrued on such Deposit at the AMR Rate;

(iv) Subject to the provisions of Section 6.01, American shall
deliver to FedEx the Data with respect to such Aircraft;

(v) American shall execute and deliver to FedEx an assignment of
any warranties with respect to the Aircraft that are assignable by American by
their terms and without the payment by American to the grantor of the warranty
of more than a nominal amount;

(vi) Concurrently with the delivery of the Warranty Bill of Sale
described in clause (ii) above, American shall cause the FAA Bill of Sale
executed by American to be filed and recorded with the FAA Aircraft Registry in
Oklahoma City, Oklahoma and FedEx shall cause an Application for Registration
of the Aircraft to be filed with the FAA Aircraft Registry. FedEx shall be
responsible for all costs of filing or recording of the FAA Bill of Sale, the
Application for Registration of the Aircraft and any such other acceptance
certificates, delivery receipts and any other documents as shall be agreed to
by the Parties as appropriate for the sale, purchase and Delivery of such
Aircraft;

(vii) At the time and upon completion of Delivery of each Aircraft,
Messrs. Daugherty, Fowler & Peregrin, special FAA counsel to FedEx, shall
confirm to FedEx that such counsel will furnish FedEx its opinion, addressed to
FedEx, to the effect that: (A) the FAA Bill of Sale with respect to the
Aircraft being delivered by American to FedEx and the FAA Application for
Registration relating thereto have been duly filed with the FAA; (B) legal
title to such Aircraft is vested in FedEx or its designee, and (C) such
Aircraft, including the Engines conveyed to FedEx in connection with such
Aircraft, is free and clear of all Liens, other than Liens arising by, through
or under FedEx or its designee, if any, that has taken title to the Aircraft.
Such opinion may be subject to the type of assumptions and qualifications
regularly included by experienced FAA counsel in similar opinions; and

(viii) If a Non-Conforming Engine which is not conveyed to FedEx
pursuant to Section 3.03(d) is installed on the Aircraft at the Delivery Date,
each of American

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<PAGE> 29
and FedEx shall execute and deliver the Engine Lease Agreements with respect to
such Non-Conforming Engine and applicable Delayed Delivery Engine.

Section 3.05. Delayed Delivery. (a) If FedEx is obligated to accept
delivery of and purchase an Aircraft tendered by American for delivery on a
Scheduled Delivery Date, which Aircraft is in Delivery Condition and FedEx
fails to accept such Aircraft for delivery in accordance with this Agreement,
unless such failure is an Excusable Delay, FedEx will [*
]
If American is unable to deliver an Aircraft on a Scheduled Delivery Date,
unless such delay is an Excusable Delay (other than one arising as a result of
a Force Majeure Event involving any work stoppage, work slow down, other labor
or work action or labor dispute, if and to the extent such Excusable Delay
exceeds four (4) weeks in duration), [ *
] The payment of any such amounts shall not be
the exclusive remedy of American if FedEx fails to accept delivery of an
Aircraft on a Scheduled Delivery Date other than in circumstances constituting
an Excusable Delay nor the exclusive remedy of FedEx if American fails to
deliver an Aircraft on a Scheduled Delivery Date other than in circumstances
constituting an Excusable Delay.

(b) Notwithstanding the foregoing, with respect to non-excusable
delays resulting from American's actions or omissions, American shall not be
required to pay interest on the Purchase Price of any Aircraft as set forth
above if (i) delivery of such Aircraft is delayed for [ * ] or
less and (ii) the aggregate number of days for which deliveries of all the
Aircraft have been delayed [ * ]
If, as to non- excusable delays resulting from American's actions or omissions,
the number of days by which any delivery of an Aircraft is delayed exceeds [ *
] or the number of days by which all deliveries of Aircraft are delayed exceeds
[ *
] in the aggregate, interest (computed as provided above) on
the Purchase Price of the Aircraft as to which a delay in excess of [ *
] occurs (less the amount of applicable Deposit) or the aggregate Purchase
Prices of the Aircraft as to which aggregate delays in excess of [ *
] occur (less the amount of applicable Deposit) shall be paid by American to
FedEx as provided above for each day for which deliveries of the Aircraft by
American are delayed. Notwithstanding the foregoing, with respect to
non-excusable delays resulting from FedEx's actions or omissions, FedEx shall
not be required to pay interest on the Purchase Price of any Aircraft as set
forth above if (i) its acceptance

_____________________

* Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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<PAGE> 30
of an Aircraft is delayed for [ * ] or less and (ii) the aggregate
number of days for which FedEx's acceptances of all the Aircraft are delayed
does not exceed [ * ] If, as to non-excusable delays resulting
from FedEx's actions or omissions, the number of days by which any delivery of
an Aircraft is delayed exceeds [ * ] or the number of days by which
all deliveries of Aircraft are delayed exceeds [ * ] in the
aggregate, interest (computed as provided above) on the Purchase Price of the
Aircraft as to which the delay in excess of [ *
] occurs or the aggregate Purchase Prices of the Aircraft as to which
aggregate delays in excess of [ * ] occur shall be paid by FedEx to
American as provided for above for each day for which the acceptances of
the
Aircraft by FedEx are delayed.

(c) If an Aircraft which has been designated for delivery to FedEx on
a particular Scheduled Delivery Date sustains any damage or is partially
destroyed and such damage or partial destruction can be repaired or restored
and such Aircraft can be tendered for Delivery on the date (the "Partial
Casualty Delivery Date") that is the later to occur of (i) the Scheduled
Delivery Date with respect to such Aircraft or (ii) the date which is [ *
] after the occurrence of such damage or partial destruction, as promptly as
practicable after the occurrence of the damage or destruction of such Aircraft,
American shall notify FedEx in writing of such occurrence and whether American
elects (i) at American's sole cost and expense, to repair or restore the
damaged or partially destroyed Aircraft so that it will be in Delivery
Condition or (ii) to substitute another Aircraft, if any, for the damaged
Aircraft. Any repair required by damage to or partial destruction of the
Aircraft shall not (i) impose any restrictions on the FAA-certified
limitations, performance or operation as set forth in the Manufacturer's
FAA-approved Airplane Flight Manual for the Aircraft or (ii) materially impair
the fuel mileage performance of the Aircraft or (iii) increase the empty weight
of the Aircraft by more than [ * ]pounds.

(d) If, before the Delivery Date of any Committed Delivery (as
defined below), one or more Aircraft (each a "Casualty Aircraft") are lost or,
in American's sole judgment, substantially completely destroyed, or if American
determines, in its sole judgment, that repairing any substantial damage to any
Aircraft would be uneconomical, then American shall designate or re-designate
other Aircraft, if any, pursuant to Section 2.04 (without regard to the times
for taking actions set forth in such Section 2.04, but subject to Section 9.02)
in order to deliver an Aircraft to FedEx for each Committed Delivery (as
defined below) by the later to occur of (i) the Scheduled Delivery Date for
each Committed Delivery or (ii) the date which is [ * ] after the
occurrence of the loss or substantially complete destruction of

__________________

* Blank space contained confidential information which has been filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934.

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<PAGE> 31
such Aircraft (the "Casualty Delivery Date"); provided, however, that
notwithstanding any such designation, one Committed Delivery per each such
Casualty Aircraft shall automatically terminate in reverse chronological order
of Scheduled Delivery Dates. If a Committed Delivery is terminated under this
Section 3.05(d), American and FedEx shall have no further obligation to sell or
purchase any Aircraft with respect to such Committed Delivery or sell or
purchase any Spare Parts associated with such cancelled Committed Delivery.
For purposes of this Section 3.05(d), the term "Committed Delivery" shall mean
a commitment to sell and deliver any Firm Aircraft or any Aircraft as to which
a Put Option has been properly exercised, whether or not a particular Aircraft
had been designated for such delivery.

Section 3.06. Delivery Condition. (a) At the time of the tender
of an Aircraft by American to FedEx in connection with its Delivery, the
Aircraft shall be in the following condition:

(i) The Aircraft shall meet the following standards:

(A) the Airframe of such Aircraft shall have:

(1) [ * ] of the number of flight hours or
calendar time, whichever is More Restrictive, between
C Checks as prescribed by the American ESM remaining
until its next C Check is required to be performed;

(2) [ * ] of the interval in days prescribed
by the American ESM as the time between
accomplishment of the First Interval Items remaining
until the date on which such items are required to be
next performed; and

(3) [ * ] of the interval in days prescribed
by the American ESM as the time between
accomplishment of the Second Interval Items remaining
until the date on which such items are required to be
next performed.

(B) Each Engine conveyed with the Airframe shall have:

(1) not more than [ * ] flight cycles since
the latest to occur of a HSM, HSC or EHM as
prescribed by the American Program;

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<PAGE> 32
(2) not more than [ * ] flight cycles since the
last high pressure compressor refurbishment as
prescribed by the American Program;

(3) on its Life-Limited Parts, as specified by the
Manufacturer's Engine Overhaul Manual, not more than
the total flight cycles on the highest flight cycle
Airframe (whether or not previously delivered to
FedEx); and

(4) an exhaust gas temperature ("EGT") margin of not
less than [ * ] degrees Celsius as
determined by a Power Assurance Run Test conducted as
described in Section 3.02(a) in connection with the
acceptance of the Aircraft by FedEx and an EGT margin
of not less than [ * ] degrees Celsius
at its last test cell run immediately following the
latest Engine Maintenance to be accomplished.

(C) each Gear installed on such Aircraft shall have [ * ]
of the calendar time or flight cycles, whichever is More
Restrictive, between major overhauls as prescribed by the
American Program for such Gear remaining until the next
scheduled overhaul for such Gear ("Gear Half Time"); and

(D) the APU installed on such Aircraft shall have remaining
at Delivery, [ * ] of the total flight cycles or hours,
whichever is More Restrictive, in the service life of the
parts in such APU which are life limited, as specified by the
manufacturer of such APU ("APU Time Limit").

[ *

]

(ii) The Airframe, each Engine conveyed to FedEx along with the
Aircraft, each Gear, the APU installed on such Aircraft and all other
life-limited parts comprising part of the Aircraft shall have been
maintained by American on a non-discriminatory basis with all other
McDonnell Douglas Model MD-11 aircraft then in operation
by American.

- ---------------------
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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<PAGE> 33
(iii) No Engine being transferred with the Aircraft shall be subject
to any reduced inspection intervals or reduced calendar time, flight
hours or flight cycles restrictions that require the removal of the
Engine from an aircraft upon reaching such calendar time, flight hour,
or flight cycle thresholds. The results of any engine borescope
inspection conducted on an Engine pursuant to Section 3.02(a) shall
indicate that such Engine is within the serviceable limits prescribed
by the McDonnell Douglas Aircraft Maintenance Manual Chapter 72-00-
07.

(iv) The Aircraft, each Engine conveyed to FedEx at the time of the
Delivery of the Aircraft, each Gear and the APU shall be in compliance
with American's Part 121 Maintenance Program, the Aircraft shall be
Airworthy and the Aircraft Records relating to such Aircraft, Engines,
Gear and APU shall be in compliance with American's Part 121
Maintenance Program and the applicable Federal Aviation Regulations
requiring the maintenance of such Aircraft Records. At the Scheduled
Delivery Date, no deferred or carryover maintenance items shall exist
with respect to the Aircraft, and all temporary repairs to the
Aircraft shall have been made permanent.

(v) The delivery of any Engine or other General Electric CF6-80C2D1F
engine installed on an Aircraft upon its Delivery shall be subject in
all respects to Section 3.03.

(vi) The Aircraft shall be registered on the United States Federal
Aviation Administration aircraft registry.

(vii) The Aircraft shall be in a configuration which complies with
American's operating specifications for McDonnell Douglas Model MD-11
aircraft at such time, except to the extent that any discrepancies or
deviations from such operating specifications shall result from the
removal of Passenger Parts from the Aircraft.

(viii) The Aircraft (including the Engines to which title is conveyed
therewith) shall be free of all Liens.

(ix) Prior to the delivery of the Aircraft, American shall have
painted over or stripped from the Aircraft any insignia, trademark or
tradename on the Aircraft identifying the Aircraft as an American
aircraft.

(x) American may, at its sole option and expense, deliver an Aircraft
after removing from such Aircraft any Passenger Parts. Any Passenger
Parts removed from an Aircraft by American in accordance with the
foregoing provisions shall be "AS IS" and may be retained by American,
along with the

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<PAGE> 34
Aircraft Records and other Data relating thereto, as its property,
free of any Lien of FedEx.

(b) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
AIRCRAFT SHALL BE DELIVERED BY AMERICAN AND ACCEPTED BY FEDEX "WHERE IS", "AS
IS" AND "WITH ALL FAULTS".

(c) American shall not be responsible for compliance with any
Airworthiness Directive outstanding with respect to any Aircraft on the
Scheduled Delivery Date for such Aircraft if the final date for compliance with
such Airworthiness Directive is after such date, provided that American shall
not discriminate against any of the Firm Aircraft or Put Option Aircraft in
connection with its compliance with Airworthiness Directives applicable to the
McDonnell Douglas Model MD-11 aircraft in its fleet. American will require any
lessee of an Aircraft that may be delivered to FedEx to comply with any
Airworthiness Directive applicable to such leased Aircraft in the same manner
as American complies with such Airworthiness Directive with respect to the
Aircraft in its fleet. With respect to any Aircraft delivered by American to
FedEx, American shall not have complied with or terminated any Airworthiness
Directive applicable to McDonnell Douglas Model MD-11 airframes and the
accessories thereto or General Electric CF6-80C2D1F engines by the use of
FAA-approved alternative means of compliance, unless FedEx expressly approves
compliance with or termination of such Airworthiness Directive by such
alternative means or FedEx's then current FAA-approved maintenance program
permits compliance with or termination of such Airworthiness Directive by such
alternative means of compliance.

Section 3.07. Adjustments to Purchase Price for Delivery Condition. [ *

]

_____________________
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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<PAGE> 35
Section 3.08. Aircraft Delivery Certificate; Engine Delivery
Certificate. Subject to any discrepancies from the Delivery Condition expressly
noted by the Parties in the applicable Aircraft Delivery Certificate, FedEx's
execution and delivery of an Aircraft Delivery Certificate with respect to an
Aircraft as to which a Delivery occurs shall be a binding acknowledgment and
agreement by FedEx that the Aircraft delivered was in the Delivery Condition
upon its Delivery to FedEx. Subject to any discrepancies from the delivery
conditions set forth in Section 3.06 that are applicable solely to Engines that
are expressly noted by the Parties in the applicable Engine Delivery
Certificate, FedEx's execution and delivery of an Engine Delivery Certificate
with respect to an Engine or Spare Engine which is delivered to FedEx by
American shall be a binding acknowledgment and agreement by FedEx that such
Engine or Spare Engine, as the case may be, was in the condition required by
Section 3.06 upon its delivery to FedEx by American.

Section 3.09. Liability. FEDEX HEREBY RELEASES AMERICAN FROM AND
AMERICAN SHALL NOT BE LIABLE FOR ANY DEFECT, KNOWN OR UNKNOWN, LATENT OR
PATENT, IN SUCH AIRCRAFT, THE ENGINES, ANY PART OR COMPONENT OF SUCH AIRCRAFT
AND ANY SPARE PART DELIVERED TO IT ON SUCH DELIVERY DATE OR ANY OTHER DATE OR,
EXCEPT AS EXPRESSLY SET FORTH HEREIN WITH RESPECT TO THE AIRCRAFT RECORDS
AND/OR THE DATA, THE DATA, AND, EXCEPT AS EXPRESSLY AGREED BY THE PARTIES, ANY
DELAYED DELIVERY OF ANY AIRCRAFT, ANY DELAYED DELIVERY ENGINE OR ANY SPARE
PART, AND FOR ANY ACTUAL, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES SUSTAINED BY FEDEX AS A RESULT OF ANY SUCH DEFECT
OR DELAYED DELIVERY, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF
USE OF THE AIRCRAFT, THE ENGINES, THE SPARE PART, OR THE DATA OR ANY
INTERRUPTION IN FEDEX'S BUSINESS RESULTING FROM OR OCCASIONED BY FEDEX'S
INABILITY TO USE THE AIRCRAFT, THE ENGINES OR, EXCEPT AS EXPRESSLY SET FORTH
HEREIN, WITH RESPECT TO THE AIRCRAFT RECORDS, ENGINE RECORDS AND/OR THE DATA,
THE DATA.

Section 3.10. Title and Risk of Loss. (a) Concurrently with each
Delivery of an Aircraft but not prior thereto, title to, and risk of loss of,
damage to or destruction of such Aircraft (other than to or for any Non-
Conforming Engine installed on such Aircraft, title to which American is not
conveying to FedEx) shall pass from American to FedEx. FedEx shall not, by
virtue of this Agreement

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<PAGE> 36
(including, without limitation, as a result of the payment of any Deposit, the
previous Delivery of another Aircraft or the delivery of any Spare Part by
American to FedEx pursuant to this Agreement, or the designation or
identification by American of any particular Aircraft as a Firm Aircraft, a Put
Option Aircraft or the Aircraft to be delivered by American to FedEx on a
particular Scheduled Delivery Date) acquire any insurable or other ownership
interest in an Aircraft prior to the Delivery of such Aircraft by American to
FedEx in accordance with the terms of this Agreement.

(b) Title to, and risk of loss of, damage to and destruction of each
Delayed Delivery Engine and each Replacement Engine delivered to FedEx by
American shall pass to FedEx upon the delivery of such Delayed Delivery Engine
or Replacement Engine to FedEx by American. Notwithstanding the foregoing, the
risk of loss of, damage to or destruction of (i) any Non-Conforming Engine to
which FedEx holds title shall be as set forth in Section 3.03(d) and (ii) any
other Non-Conforming Engine and any Delayed Delivery Engine shall be governed
by any applicable Engine Lease Agreement. Upon Delivery of an Aircraft, FedEx
shall take title to any fuel on board of the Aircraft at no additional cost to
FedEx.

ARTICLE 4
SPARE PARTS

Section 4.01. MD-11 Spare Parts List. (a) On the date of
execution of this Agreement, American will provide FedEx with the Spares List
which will be a list of rotable spare parts that American held in its inventory
as of January 20, 1995 and that are unique to McDonnell Douglas Model MD-11
aircraft or that can be used on the McDonnell Douglas Model MD-11 and Model
DC-10 aircraft but no other aircraft within American's fleet. The Spares List
will set forth for each type of MD-11 Spare Part, American's and the
manufacturer's part numbers for each type of MD-11 Spare Part, the quantity of
each type of MD-11 Spare Part held by American at the date on which the Spares
List is delivered and the Average Unit Price for each type of MD-11 Spare Part.
The Spares List will be provided via electronic storage media mutually
acceptable to American and FedEx. American will also provide FedEx with a hard
copy of the Spares List.

Section 4.02. MD-11 Spare Parts Purchase Obligation. (a)
On each date on which FedEx is obligated to accept delivery of a Firm Aircraft
pursuant to this Agreement, American will sell to FedEx, and FedEx will
purchase from American, MD-11 Spare Parts having an average, aggregate Average
Unit Price of $[ * ] for each Firm Aircraft as to which Delivery occurs
or which FedEx is obligated to *Blank space contained confidential information
which has been filed separately with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.

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<PAGE> 37
purchase; provided, however, that so long as the Delivery of three Aircraft
occurs in each of the years from 1996 through 1999 (i) the aggregate Average
Unit Prices of MD-11 Spare Parts that shall be sold by American to FedEx, and
purchased by FedEx from American, in each year from 1996 through 1999 shall be
$[ * ]. On each date on which FedEx is obligated to accept
delivery of a Put Option Aircraft pursuant to the exercise of a Put Option or a
Purchase Option Aircraft, American will sell to FedEx, and FedEx will purchase
from American, MD-11 Spare Parts having an aggregate Average Unit Price of $[ *
] for each of the first eighteen (18) Aircraft and $[ * ] for
the nineteenth (19th) Aircraft as to which Delivery occurs or which FedEx is
obligated to purchase.

(b) If the MD-11 Spare Parts are being purchased in
conjunction with the purchase by FedEx of a Firm Aircraft or an Aircraft as to
which American has exercised a Put Option, the Spares Purchase Price for such
MD-11 Spare Parts shall be as set forth in Section 1 of Exhibit Q. If the
MD-11 Spare Parts are being purchased in conjunction with the purchase by FedEx
of any Purchase Option Aircraft, the Spares Purchase Price for such MD-11 Spare
Parts shall be determined by reference to Section 2 of Exhibit Q. FedEx will
pay to American the Spares Purchase Price for the portion of the MD-11 Spare
Parts being purchased on the date such MD-11 Spare Parts are delivered to FedEx
by American.

(c) The MD-11 Spare Parts that American will sell to FedEx
and FedEx will purchase from American in any lot of MD-11 Spare Parts pursuant
to the first sentence of Section 4.02(a) will be a pro rata portion of each
type of MD-11 Spare Part, based on a total of nineteen Aircraft. If the number
of a particular type of MD-11 Spare Parts held by American on any Delivery Date
does not permit the mix of MD-11 Spare Parts sold to FedEx in each such lot to
be a perfectly pro rata portion of all of the various types of MD-11 Spare
Parts, American and FedEx shall cooperate to set the mix of MD-11 Spare Parts
so that the inventories of MD-11 Spare Parts of American and FedEx shall be as
nearly pro rata as possible at all times. If for operational reasons American
or FedEx shall desire to change the mix of MD-11 Spare Parts that American
would deliver on any date, American and FedEx shall attempt in good faith, but
shall not be obligated, to effect such change in the mix of MD-11 Spare Parts
in order to accommodate each other's operational requirements. If American and
FedEx shall change such a mix of MD-11 Spare Parts in any lot of MD-11 Spare
Parts delivered to FedEx by American, the mix of MD-11 Spare Parts delivered to
FedEx in the next lot shall contain such MD-11 Spare Parts as are necessary to
cause compliance with requirements of the first two sentences of this Section
4.02(c) once such MD-11 Spare Parts are purchased by and delivered to FedEx.
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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<PAGE> 38
Section 4.03. Spare Engine, Spare APU and Spare Thrust
Reverser Purchase Obligation. (a) (i) American will sell to FedEx, and FedEx
will purchase from American, on the dates and for the Spares Purchase Prices
set forth in or determined as set forth in Exhibit Q, the Spare Engines set
forth in Exhibit Q. If FedEx desires to change the quick engine change
configuration of any Spare Engine delivered by American to FedEx, American
shall provide to FedEx in exchange for conveyance by FedEx to American of the
Parts removed from the Spare Engine in question, the Parts necessary to change
the quick engine change configuration of such Spare Engine to a tail
configuration or a wing configuration, as the case may be, if American has the
necessary parts in its inventory of spare Parts and such spare Parts are
determined by American, in good faith, to be surplus to its needs. If American
delivers any such spare Parts to FedEx, FedEx shall deliver to American any of
the Parts removed from such Spare Engine in connection with the change in the
configuration of such Spare Engine. Upon its delivery by American to FedEx,
each of the first five (5) Spare Engines delivered by American to FedEx will be
in the condition an Engine is required by Section 3.06(a)(i)(B), 3.06(a)(iii)
and 3.06(a)(iv) to be in upon its delivery by American to FedEx, and FedEx
shall have the right to conduct an engine borescope on each such Spare Engine
delivered in accordance with Exhibit R. The Spares Purchase Price for each of
the first five (5) Spare Engines shall be adjusted in accordance with Exhibit
M.

(ii) American will, at its sole option, either (A) deliver each Spare
Engine to be sold to and purchased by FedEx on one of the last five (5) Spare
Engine delivery dates set forth in Exhibit Q (each a "Last Group Engine" and
collectively, the "Last Group Engines") without such Last Group Engine having
been operated on wing since its last EHM, in which case the Spares Purchase
Price for such Last Group Engine shall be adjusted in accordance with Exhibit
M, or (B) if any such Last Group Engine does not comply with the standard in
clause (A) of this sentence, adjust the Spares Purchase Price of such Last
Group Engine in accordance with the adjustment formula set forth in Exhibit T;
provided, however, that the obligation set forth in clause (A) of this sentence
shall be reduced as to and no longer apply to one (1) such Last Group Engine
for each Spare Engine among the first five (5) Spare Engines delivered by
American to FedEx that is delivered without having been operated on wing since
its last EHM. Upon delivery of any Last Group Engine to which the obligation
set forth in clause (A) of the first sentence of this Section 4.03(a)(ii) no
longer applies, the Spares Purchase Price of such Last Group Engine shall be
adjusted in accordance with Exhibit M (instead of Exhibit T). Each Last Group
Engine delivered will be in the condition required by Section 3.06(a)(iii) and
Section 3.06(a)(iv), and FedEx shall have the right to conduct an engine
borescope on each such Last Group Engine delivered in accordance with Exhibit
R. At the time of delivery of any Last Group Engine whose Spares Purchase
Price is adjusted in accordance with clause (B) of the foregoing
sentence, American will issue to

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<PAGE> 39
FedEx a credit memorandum for [ * ] of the cost of an EHM
(the "EHM Credit") on a General Electric CF6-80C2D1F engine operated by FedEx
which was acquired from American (a "Purchased Engine"). The EHM Credit will
be redeemable by FedEx at any time during the [ * ] period
commencing on the date it is issued to pay a portion of the cost of the EHM
performed on a Purchased Engine. Subject to the foregoing sentence, if any
Last Group Engine does not comply with the standard in clause (A) of the first
sentence of this Subsection 4.03(a)(ii), FedEx must use an EHM Credit, if one
is available to it, to pay a portion of the cost of an EHM on such Last Group
Engine to be accomplished by American when such Last Group Engine next requires
an EHM. FedEx may apply two EHM Credits previously issued to it to the payment
of the cost of the EHM on such engine. The cost of an EHM on an engine against
which an EHM Credit may be applied shall be the cost of an EHM as set forth in
Table A to Exhibit M for the year in which the EHM on such engine is
accomplished. The costs set forth in Table A to Exhibit M do not include the
cost of any Life Limited Parts replaced during an EHM. To use an EHM Credit,
FedEx must deliver its engine to American at TUL or such other location to
which American and FedEx mutually agree. Upon delivery of the engine to
American's maintenance facility, American will perform the EHM work on the
engine and provide the materials required in performing the EHM, other than
Life Limited Parts. American will invoice FedEx for the balance of the cost of
an EHM not covered by the application of the EHM Credit, including, without
limitation, the cost of the Life Limited Parts replaced, within 30 days of the
completion of the EHM. FedEx will pay the amount of American's invoice
promptly after receipt of such invoice. FedEx will be responsible for the
costs of packing and shipping the engines to and from American's maintenance
facility for such an EHM.

(b) American will sell to FedEx, and FedEx will purchase from
American, on the dates and for the Spares Purchase Prices set forth in or
determined as set forth in Exhibit Q, the Spare APU's set forth in Exhibit Q.
Upon its delivery by American to FedEx, such Spare APU's will (i) be in
serviceable condition with an American Serviceable Tag attached to it and (ii)
will not have been installed on an aircraft subsequent to the Spare APU's last
accomplished APU C&R (as defined below) or APU EHM (as defined below), which
APU C&R or APU EHM shall have been accomplished through an American repair shop
or a FAA-approved third party repair facility. "APU C&R" shall mean a check
and repair of a Spare APU involving disassembly only to the extent required to
correct malfunctions and/or obvious visual damage. "APU EHM" shall mean the
complete disassembly and refurbishment of the LP Compressor and LP Turbine
sections, HP Compressor and HP Turbine sections of a Spare APU and the check &
repair of the gearbox and all components of the Spare APU. *Blank space
contained confidential information which has been filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934.

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<PAGE> 40
(c) American will sell to FedEx, and FedEx will purchase from
American, on the date and for the Spares Purchase Prices set forth in or
determined as set forth in Exhibit Q, the Spare Thrust Reversers as set forth
in Exhibit Q. Upon its delivery by American to FedEx, each Spare Thrust
Reverser will (i) be in serviceable condition with an American Serviceable Tag
attached to it and (ii) will not have been installed on an aircraft subsequent
to the Spare Thrust Reversers' last accomplished Reverser C&R (as defined
below) or RHM (as defined below), which Reverser C&R or RHM shall have been
accomplished through an American repair shop or a FAA-approved third party
repair facility. "Reverser C&R" shall mean a check and repair of the Spare
Thrust Reverser involving a complete tap check of the translating cowl and core
cowl for delamination, an overall check of the unit for external damage,
excessive wear or binding, a check of the flexdrive shaft cores and casings for
condition, a check of the condition of the ballscrew actuators, rig of
actuator/translating cowl system, and check of all latches and forward latch
ring. "RHM" shall mean the maintenance build level involving the disassembly
to the extent necessary to accomplish all the required checks and
reconditioning of a Spare Thrust Reverser as specified in the American Program
in which all components will be checked and repaired and sent to their
appropriate repair sources for repair processing.

Section 4.04. Effect of Expiration of Put Options on Certain
Spare Parts Purchase Obligations. If (i) any Put Option expires as to a Put
Option Aircraft or (ii) FedEx does not exercise a Purchase Option as to a Put
Option Aircraft which has a Scheduled Delivery Date on which a Spare Engine,
Spare APU or Spare Thrust Reversers is to be sold to FedEx, American will have
no obligation to sell, and FedEx will have no obligation to purchase, such
Spare Parts otherwise to be sold and purchased by the Parties on such Scheduled
Delivery Date. If any remaining Put Options are not cancelled by FedEx in
accordance with Section 2.02(d) after American fails to exercise a Put Option,
the Scheduled Delivery Date on which each of the remaining, unpurchased Spare
Engines, Spare APU's or Spare Thrust Reversers are to be sold by American to
FedEx, and purchased by FedEx from American as set forth in Exhibit Q (an
"Original Sale Date") shall be changed to be the Scheduled Delivery Date for a
Put Option Aircraft as set forth in Exhibit Q next scheduled to occur after the
Original Sale Date of each such Spare Engine, Spare APU or Spare Thrust
Reversers (a "Modified Sale Date") and the obligation of American to sell and
of FedEx to purchase the Spare Engines, Spare APU's and/or Spare Thrust
Reversers on the last remaining, uncancelled Scheduled Delivery Date for a Put
Option Aircraft as set forth in Exhibit Q shall be terminated and without
further force or effect. If American shall sell, and FedEx shall be obligated
to purchase, a Put Option Aircraft on the Modified Sale Date for any Spare
Engine, Spare APU or Spare Thrust Reversers, American shall sell such Spare
Part or Spare Parts scheduled to be sold and purchased by the Parties on such
Modified Sale Date for the Spares Purchase Price or Spares Purchase Prices, as
the case may

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<PAGE> 41
be, on the Modified Sale Date as set forth in or determined in accordance with
Exhibit Q.

Section 4.05. Designation of MD-11 Spare Parts to be Acquired and
Delivery. At least [ * ] days prior to the proposed date for
the delivery of a lot of MD-11 Spares to be purchased by FedEx from American,
FedEx shall notify American in writing of the date on which it will take
delivery of such MD-11 Spare Parts, any particular mix of MD-11 Spare Parts
that it desires to have in such lot of MD-11 Spare Parts and the destination
within the forty- eight (48) contiguous United States to which the MD-11 Spare
Parts are to be shipped. As to any other Spare Parts, [ *
] days prior to the proposed date of delivery FedEx shall give American
written notice of the destination within the United States to which such Spare
Parts are to be shipped. American shall ship all of the Spare Parts to
Memphis, Tennessee, unless it is mutually agreed in writing that any or all of
the Spare Parts will be shipped to another destination within the forty-eight
(48) contiguous United States.

Section 4.06. MD-11 Spare Parts Documentation. At the time of
delivery of the MD-11 Spare Parts sold by American to FedEx, the MD-11 Spare
Parts delivered will, to the best of American's then current knowledge, be free
and clear of all Liens and will be serviceable condition. Such MD-11 Spare
Parts will be packaged in accordance with ATA 300 specifications and be
accompanied by an American Serviceable Tag. Any Spare Parts delivered to FedEx
may be in a form modified by American in order to comply with applicable FAR's,
Airworthiness Directives, manufacturer's service bulletins and recommendations
for modification by the respective manufacturers of such Spare Parts. In
addition, any Spare Parts delivered to FedEx by American shall be in compliance
with any outstanding Airworthiness Directives and service bulletins required to
be complied with or terminated on or before the delivery date of such Spare
Parts. Upon FedEx's request at the time of the delivery of a particular MD-11
Spare Part, American will also provide FedEx with the last Shop Findings Report
which American has in its records with respect to that MD-11 Spare Part if
American regularly creates and retains Shop Findings Reports for such type of
MD-11 Spare Part pursuant to the American Program. FedEx will not be required
to accept any Spare Part tendered by American for sale to FedEx that does not
meet the applicable requirements of FAR Section 43.9. American will make no
representations or warranties with respect to the Spare Parts sold to FedEx
pursuant to this provision other than that such Spare Parts are free and clear
of all Liens and are serviceable. Subject to Section 7.01, American will
assign any manufacturer's warranties that it owns and that are assignable by
American without the consent or approval of the manufacturer (with the payment
of no more than nominal consideration) in connection with the Spare *Blank
space contained confidential information which has been filed separately with
the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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<PAGE> 42
Parts at the time the Spare Parts are sold to FedEx. EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SPARE PARTS SHALL BE DELIVERED BY
AMERICAN AND ACCEPTED BY FEDEX "WHERE IS", "AS IS" AND "WITH ALL FAULTS".

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

Section 5.01. American's Representations and Warranties.

(a) American hereby represents and warrants to FedEx as follows:

(i) Organization and Existence. American is a corporation
validly existing, duly organized and in good standing under the laws
of the State of Delaware and is qualified to do business as a foreign
corporation and is in good standing as such in the State of Texas.

(ii) Due Authorization. American has all requisite corporate
power and authority to execute and enter into this Agreement and to
perform its obligations under this Agreement. The execution and
delivery of this Agreement by American and the performance by American
of its obligations hereunder have been duly authorized by all
necessary corporate action, do not contravene any law, statute, rule,
regulation, ordinance, writ, decree, judgment or injunction applicable
to American, or result in the violation of, the breach of, or a
default or event of default under any indenture, agreement, mortgage,
contract, agreement, other instrument or document, or any contractual
restriction to which American is a party, which is binding on it,
which affects American or by which its assets are bound or affected to
the extent that the contravention, violation or breach thereof or the
occurrence of a default or event of default thereunder would have a
material adverse effect on the ability of American to satisfy its
obligations hereunder, and do not result in or require the creation of
any lien, security interest or other charge or encumbrance upon or
with respect to any of its assets.

(iii) Approvals. Except for the necessary approvals under
the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended,
all authorizations, consents, approvals, waivers and other actions
required by, and all notices to and filings required to be made with,
all governmental authorities and regulatory bodies for the due
execution, delivery and performance by American of this Agreement or
the consummation of the transactions contemplated by this Agreement
have been obtained.

(iv) Enforceability. This Agreement constitutes the
legally valid and binding obligation of American, enforceable against
American in accordance

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with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or other laws affecting creditors' rights
generally or general equitable principles, whether applied in a court
of law or in a proceeding at equity.

(b) With respect to any Aircraft being delivered, American hereby
represents and warrants to FedEx that upon Delivery of such Aircraft:

(i) Except as expressly agreed to in writing by FedEx or as expressly
permitted in this Agreement, the Aircraft shall be in the Delivery
Condition;

(ii) American shall have full power and lawful authority to convey
its ownership interest in the Aircraft to FedEx; and

(iii) upon execution, filing and recordation with the FAA of the FAA
Bill of Sale and delivery of the Warranty Bill of Sale to FedEx, FedEx
shall have received good legal and beneficial title to the Aircraft,
including the Engines conveyed to FedEx in connection with such
Aircraft, free and clear of all Liens, other than Liens arising by,
through or under FedEx or any designee of FedEx that has taken title
to the Aircraft.

Section 5.02. No Warranties. EXCEPT FOR WARRANTIES OF TITLE AND
ANY ASSIGNED MANUFACTURERS' WARRANTIES AND EXCEPT AS OTHERWISE EXPRESSLY SET
FORTH HEREIN WITH RESPECT TO THE AIRCRAFT RECORDS, THE AIRCRAFT, THE ENGINES,
THE SPARE PARTS AND THE DATA SHALL BE PURCHASED "WHERE IS", "AS IS" AND "WITH
ALL FAULTS" AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR
IMPLIED, AS TO ANY MATTER WHATSOEVER WITH RESPECT TO ANY AIRCRAFT, THE ENGINES,
THE SPARE PARTS OR DATA INCLUDING, BUT NOT LIMITED TO: ANY OBLIGATION OR
LIABILITY IN NEGLIGENCE, STRICT LIABILITY OR TORT; AIRWORTHINESS; THE
CONDITION, DESIGN, QUALITY OR CAPACITY OF THE AIRCRAFT OR THE DATA OR THEIR
FITNESS FOR ANY PARTICULAR PURPOSE; COMPLIANCE OF THE AIRCRAFT, THE ENGINES,
THE SPARE PARTS OR THE DATA WITH THE REQUIREMENTS OF ANY LAW, ORDER, RULE,
REGULATION, SPECIFICATION OR CONTRACT PERTAINING THERETO; PATENT INFRINGEMENT;
OR ABSENCE FROM KNOWN, PATENT OR LATENT DEFECTS. EXCEPT FOR WARRANTIES OF
TITLE, AMERICAN SHALL NOT BE DEEMED TO MAKE OR HAVE MADE AND DISCLAIMS, AND
FEDEX SHALL ACKNOWLEDGE AND CONFIRM THAT AMERICAN HAS NOT MADE ANY
REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND WHATSOEVER, EXPRESS OR
IMPLIED, CONCERNING THE AIRCRAFT, THE DATA, ANY ENGINE, ANY PART OR ANY
COMPONENT, OR ANY SPARE PART INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

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AMERICAN IS NOT A MANUFACTURER OR A DEALER IN AIRCRAFT AND FEDEX HEREBY
ACKNOWLEDGES AND CONFIRMS TO AMERICAN THAT EACH AIRCRAFT IS OF A MAKE, SIZE,
DESIGN AND CAPACITY DESIRED BY FEDEX AND IS A USED AIRCRAFT.

EXCEPT FOR THE EXPRESS WARRANTIES OF TITLE GIVEN BY AMERICAN OR
MANUFACTURER'S WARRANTIES, FEDEX IRREVOCABLY AND UNCONDITIONALLY WAIVES THE
BENEFIT OF ANY WARRANTY OR REPRESENTATION AMERICAN MAY BE DEEMED TO MAKE OR
HAVE MADE AND ALL RIGHTS AND REMEDIES IT MAY HAVE AGAINST AMERICAN RELATING TO
ANY OTHER REPRESENTATIONS AND WARRANTIES MADE BY AMERICAN, IF ANY, WHETHER THE
REMEDIES ARISE BY LAW OR OTHERWISE, OR ARISE IN CONNECTION WITH ANY DAMAGES
SUSTAINED BY FEDEX, INCLUDING, WITHOUT LIMITATION, ANY ACTUAL, INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING
WITHOUT LIMITATION, AS A RESULT OF ANY LOSS OF USE OF THE AIRCRAFT, THE
ENGINES, ANY SPARE PART OR THE DATA OR ANY INTERRUPTION IN FEDEX'S BUSINESS
RESULTING FROM OR OCCASIONED BY FEDEX'S INABILITY TO USE THE AIRCRAFT, THE
ENGINES, ANY SPARE PART OR THE DATA.

Section 5.03. FedEx's Representations. FedEx hereby represents and
warrants to American as follows:

(i) Organization and Existence. FedEx is a corporation
validly existing, duly organized and in good standing under the laws
of the State of Delaware and is qualified to do business as a foreign
corporation and is in good standing as such in the State of Texas.

(ii) Due Authorization. FedEx has all requisite corporate
power and authority to execute and enter into this Agreement and to
perform its obligations under this Agreement. The execution and
delivery of this Agreement by FedEx and the performance by FedEx of
its obligations hereunder have been duly authorized by all necessary
corporate action, do not contravene any law, statute, rule,
regulation, ordinance, writ, decree, judgment or injunction applicable
to FedEx, or result in the violation of, the breach of or a default or
event of default under any indenture, agreement, mortgage, contract,
agreement, other instrument or document, or any contractual
restriction to which FedEx is a party, which is binding on it, which
affects FedEx or by which its assets are bound or affected to the
extent that the contravention, violation or breach thereof or the
occurrence of a default or event of default thereunder would have a
material adverse effect on the ability of FedEx to satisfy its
obligations hereunder, and do not result in or require the creation of
any lien, security interest or other charge or encumbrance upon or
with respect to any of its assets.

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(iii) Approvals. Except for the necessary approvals under
the Hart-Scott-Rodino Anti-Trust Improvements Act of 1976, as amended,
all authorizations, consents, approvals, waivers and other actions
required by, and all notices to and filings required to be made with,
all governmental authorities and regulatory bodies for the due
execution, delivery and performance by FedEx of this Agreement or the
consummation of the transactions contemplated by this Agreement have
been obtained.

(iv) Enforceability. This Agreement constitutes the legally
valid and binding obligation of FedEx, enforceable against FedEx in
accordance with its respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, insolvency,
fraudulent conveyance or transfer, moratorium or other laws affecting
creditors' rights generally or general equitable principles whether
applied in a court of law or in a proceeding at equity.

(v) Use of Aircraft Acquired pursuant to Purchase Option.
Any Purchase Option Aircraft acquired by FedEx pursuant to an exercise
of a Purchase Option will be converted into a cargo configuration.
FedEx intends to operate any such Purchase Option Aircraft in its air
freight business.

ARTICLE 6
DOCUMENTATION

Section 6.01. Availability of Documentation. FedEx may, upon
giving American [ * ] review Aircraft and Engine specific
historical engineering, operational and maintenance records, manuals and
documentation forming a part of the Data and specific to the next Aircraft to
be delivered. Such review will occur during the [ * ] period
prior to the Scheduled Delivery Date for such Aircraft at American's Tulsa,
Oklahoma Maintenance and Engineering Center. Such review shall be done during
normal working hours and shall not unreasonably interfere with the business
operations of American at such site.

Section 6.02. Technical Data and Documents. (a) American shall
provide to FedEx all Data applicable to each Aircraft, Engine and Spare Engine
on or before the Delivery Date with respect to such Aircraft, provided,
however, that any Aircraft Records or Engine Records generated within the [ *
]

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immediately prior to the Delivery Date may be delivered to FedEx within the
[ * ] next following the Delivery Date of the relevant Aircraft
to FedEx. If FedEx shall need any other information pertaining to the Aircraft
cor an Engine thereon after the delivery of the Aircraft Records or Engine
Records, as the case may be, during the [ *
] period immediately after the delivery
of the Aircraft Records, upon FedEx's written request, American will search its
records for such information. If such information is found, American shall
deliver such information to FedEx at American's expense. American shall not be
required to create any records regarding the Aircraft, any Engine or any Part
that American is not required to retain in its records by the FAA under the
American Program. If American is normally required by the FAA under the
American Program to retain a particular Aircraft Record or Engine Record
respecting an Aircraft or any Part thereof, but during the [ *

] period immediately after delivery of the Aircraft Records or
Engine Records, as the case may be, such Aircraft Record or Engine Record or a
part of such Aircraft Record or Engine Record is found to be missing,
incomplete or in error with respect to any Aircraft delivered to FedEx,
American will, at its sole option, either create an accurate and complete
reconstruction of such Aircraft Record or Engine Record, replace the Part or
Parts on the Aircraft as to which the missing, incomplete or erroneous Aircraft
Record or Engine Record relates or take such other corrective action as shall
permit FedEx to operate the Aircraft in accordance with its then current
operations specifications, as approved by the FAA primary maintenance inspector
assigned to FedEx.

(b) At the Delivery Date of any Aircraft, the Aircraft Records and/or
Engine Records relating to the Aircraft and Engines delivered to FedEx by
American as provided above shall be, to the best of American's knowledge,
accurate and complete in accordance with the aircraft records requirements of
FAR 121.380 at the time of the delivery of such Aircraft Records and/or Engine
Records to FedEx. To the extent any such Aircraft Record or Engine Record is
not accurate or complete, FedEx's sole remedy shall be to cause American, at
its sole option and expense, to research and correct such inaccurate or
incomplete Aircraft Record or Engine Record, replace the Part or Parts on the
Aircraft as to which the missing, incomplete or erroneous Aircraft Record or
Engine Record relates, or take such other corrective action as shall permit
FedEx to operate the Aircraft in accordance with its then current operations
specifications, as approved by the FAA primary maintenance inspector assigned
to FedEx.

(c) If the FAA changes the regulations or issues national policy
guidance related to existing regulations pertaining to any documentation
required to *Blank space contained confidential information which has been
filed separately with the Securities and Exchange Commission pursuant to Rule
24b-2 under the Securities Exchange Act of 1934.

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substantiate Airworthiness Directive compliance, American shall provide to
FedEx, to the extent it is available, all such required documentation not
previously delivered for any previously delivered Aircraft, Engine, Gear or
APU.

(d) Except as noted in Exhibit D, American shall provide to FedEx (i)
one legible, reproducible copy of each item of Data that is not related to any
particular Aircraft (which shall be delivered on the Delivery Date for the
first Firm Aircraft) and the subsequent revisions thereto occurring prior to
the last Delivery Date (each of which revisions shall be delivered on the
Delivery Date next following the date on which the revision is issued), (ii)
one legible, reproducible copy of any item of Data (other than the Aircraft
Records) related to each Aircraft that is delivered to FedEx by American and
(iii) originals (or if an original copy is not available, one legible
reproducible copy) of the Aircraft Records with respect to each Aircraft that
is delivered to FedEx by American. All items of Data delivered shall be in
hard copy except as noted in Exhibit D. If American does not have hard copy,
the Data shall be provided on microfilm or by other agreed medium. At FedEx's
request, all manufacturer's manual revision services for the Aircraft, if any,
shall be transferred to FedEx.

(e) When Data are forwarded to FedEx, American shall include a list
of those items using the reference numbers in Exhibit D.

All Data not delivered with an Aircraft shall be forwarded to:

Federal Express Corporation
Tchulahoma Administration Building
3101 Tchulahoma Road
Memphis, Tennessee 38118
Attn: Manager, Fleet Development

ARTICLE 7
ASSIGNMENT OF WARRANTIES, SERVICE LIFE POLICIES
AND PATENT INDEMNITIES

Section 7.01. Assignment of Warranties. At Delivery of each
Aircraft, an Assignment of Assignable Manufacturer's Warranties in the form of
Exhibit G shall be executed by American and delivered to FedEx pursuant to
which American will assign to FedEx, effective upon Delivery of such Aircraft,
all of American's interests in any and all existing and assignable warranties,
service life policies and patent indemnities of manufacturers and maintenance
and overhaul providers relating to such Aircraft. Further, upon FedEx's
request, American shall (i) give written notice to any such manufacturers and
maintenance and overhaul providers of the assignment of such warranties,
service life polices and patent indemnities to FedEx,

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and (ii) at FedEx's expense, take all such actions as may be reasonably
requested by FedEx in assisting FedEx in the enforcement of its rights pursuant
to this Article 7. Notwithstanding the foregoing, to the extent American may
assign any warranty, service life policy and patent indemnity only with the
consent of the provider of such, American will use its commercially reasonable
efforts to obtain any required consent to such an assignment, provided,
however, that American shall not be required to make any payment, give up any
rights or make any other concession to any provider in order to obtain any such
consent. In connection with the assignment of the Aircraft Support Services
provisions of Exhibit C to the Purchase Agreement by and between the
Manufacturer of the Airframes and American, dated August 3, 1989, as amended
and supplemented (the "MD-11 Purchase Agreement"), FedEx agrees to be bound by
the terms and provisions of Article 13 of, and Exhibit C to, the MD-11 Purchase
Agreement, copies of which have been provided to FedEx.

ARTICLE 8
PAYMENT OF TAXES

Section 8.01. Payment of Taxes by FedEx. (a) The Purchase Price
of an Aircraft and the Spares Purchase Prices do not include the amount of any
sales, use, withholding, transfer or excise taxes whatsoever. Except as
provided in Section 8.01(b) and Section 8.02 hereof, any and all taxes,
excises, duties and assessments whatsoever (including any related penalty,
interest or other additions to tax) arising out of the sale, transfer or
delivery of the Aircraft or the Spare Parts under this Agreement, or the
ownership, possession, condition, maintenance, use, operation or disposition of
the Aircraft after Delivery or any Spare Parts after their delivery to FedEx,
in any manner levied, assessed or imposed by any government or subdivision or
agency thereof having jurisdiction, shall be the sole responsibility and
liability of FedEx and FedEx shall indemnify and hold American harmless from
any and all such taxes, excises, duties and assessments whatsoever. American
and FedEx will cooperate in good faith and take such reasonable actions as are
practicable to minimize or, if possible, eliminate any such taxes, excises,
duties or assessments.

(b) The indemnity provided for in Section 8.01(a) shall not extend to
any of the following:

(i) taxes based upon, measured by or with respect to the net income,
gross receipts in the nature of an income tax not in the nature of a transfer
tax, items of tax preference or minimum tax or excess profits, capital,
franchise, net worth or conduct of business or other similarly-based taxes of
American;

(ii) any penalty, interest or other additions to taxes related to
taxes imposed on American that would not have been imposed, but for the willful
misconduct or gross negligence of American; or

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(iii) taxes, excises, duties or assessments imposed by the State of
[.* ]

(c) With respect to any tax which FedEx has assumed responsibility
for under this Article 8, FedEx shall either (i) pay (x) at the Delivery Date
for an Aircraft, (y) at the delivery date of any Engine sold to FedEx and not
conveyed by American to FedEx at the Delivery Date for an Aircraft, or (z) at
the delivery date for any Spare Parts sold by American to FedEx, all sales or
other similar taxes payable with respect to the sale and/or purchase of such
Aircraft, Engines or Spare Parts, respectively, or (ii) provide to American an
exemption certificate, resale certificate, or other evidence reasonably
acceptable to American that the sale and purchase of any Aircraft, Engine or
Spare Part is exempt from any such tax. Other evidence includes, but is not
limited to, a letter specifying the applicable taxing authority's statute,
regulation, rule or case law authority providing for such exemption; provided,
however, that acceptance of such certificates or other evidence by American
shall not constitute willful misconduct or gross negligence by American for
failure to collect taxes determined to be due.

(d) If any tax, excise, duty or assessment described in this Section
8.01 for which FedEx has assumed the responsibility for payment pursuant to
this Article 8 is levied, assessed or imposed upon American, American shall
promptly give FedEx notice of such levy, assessment or imposition, whereupon
FedEx shall promptly pay and discharge the same or, if permitted by law, may
contest or protest such liability before payment. If American fails to notify
FedEx, FedEx will be relieved of its indemnity obligations under this Section
8.01 with respect to that tax to the extent such failure materially adversely
impacts FedEx. Upon the written request and at the sole expense of FedEx,
American shall reasonably cooperate with FedEx in contesting or protesting the
validity or application of any such tax (including, but limited to, permitting
FedEx to proceed in American's name if required or permitted by law, provided,
in each case, that such contest does not involve, or can be separated from, the
contest of any tax or other issues unrelated to the transactions described in
this Agreement). If proceeding in American's name, FedEx must first receive a
power of attorney from American which American may not unreasonably withhold,
and, further, any retention of outside counsel to assist FedEx must be mutually
agreed upon by FedEx and American. In lieu of permitting FedEx to proceed
using American's name, American may, if permitted by law, assign its claim to
FedEx as the real party in interest with respect to such claim. FedEx also
shall have the right to participate in any contest conducted by American with
respect to a tax or other charge indemnifiable under this Article 8, including,
without limitation, the right to attend conferences with the taxing authority
and the right to review submissions to the taxing authority or any court to the
extent,

- ----------------------
*Blank space contained confidential information which has been filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934.

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but only to the extent, such contest does not involve, or can be separated
from, the contest of any tax or issues unrelated to the transactions
contemplated in this Agreement. In the event American shall receive a refund
of all or any part of such tax, excise, duty or assessment (including a refund
of interest and penalties, if any, in connection therewith) which FedEx has
paid and discharged, the amount of such refund shall promptly be remitted to
FedEx by American, less any expenses of American associated with contesting
and/or protesting the validity or application thereof which have not been
previously reimbursed by FedEx.

Section 8.02. Tax Consequences of Certain Deliveries. (a) If the
delivery of the Aircraft at any destination other than one in [ * ] or [ *
] would result in an increased state, federal or local sales, transfer or
similar tax being payable by FedEx in connection with the delivery of the
Aircraft, FedEx may, in its sole discretion, withhold its consent to take the
Delivery of such Aircraft in that state unless American agrees to indemnify
FedEx for any such increased tax.

(b) If the delivery of the Aircraft to FedEx in [ * ] results in
any sales, transfer or similar tax being imposed on FedEx with respect to such
Aircraft as a result of the tender of the Aircraft in [ * ], American will
agree to indemnify FedEx or provide FedEx with a written statement from
the taxing authority in [ * ] that such sale is exempt from tax in [ *
] and that, if the exemption is lost, American will indemnify FedEx for any tax
due unless the loss was due to the negligence or willful misconduct of FedEx.

(c) If any Spare Parts are delivered to FedEx at a location other
than Tennessee, American shall indemnify FedEx for any (or an increased)
federal, state or local sales, transfer or similar tax imposed on FedEx with
respect to such Spare Parts unless such other delivery location was mutually
agreed upon or was chosen at the request of FedEx in which case FedEx shall
indemnify American if the delivery of any of the Spare Parts to FedEx would
result in any or any increased federal, state or local sales, transfer or
similar tax to American. If the delivery of any Spares Parts to FedEx would
result in any (or an increased) federal, state or local sale, transfer or
similar tax to American or FedEx, as the case may be, American and FedEx will
choose a jurisdiction on FedEx's route system within the contiguous forty-
eight (48) United States in which to make such delivery or re-delivery to
minimize such tax or eliminate such tax, if possible.

(d) If the delivery of a Delayed Delivery Engine or Replacement
Engine by American to FedEx or the re-delivery of a Non-Conforming Engine to
American by FedEx at the location of the Aircraft on which the Delayed Delivery
Engine or Replacement Engine will be installed results in any (or an
increased) federal,

- --------------------
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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foreign, state or local sales, transfer or similar tax being imposed on FedEx,
American will indemnify FedEx for the tax or the increased amount of the tax to
the extent, but only to the extent, that FedEx would not have been responsible
for the payment of an equivalent amount of tax if the Delayed Delivery Engine
or Replacement Engine had been installed on the Aircraft at the time of the
Delivery of such Aircraft.

Section 8.03. After-Tax Basis. Any payment of an indemnity pursuant
to this Article 8 shall be made on a basis such that any payment received or
deemed to have been received by an indemnified party shall be supplemented by a
further payment to such party so that the sum of the two payments, after
deduction of all taxes resulting from the receipt or accrual of such payments,
shall be equal to the payment received or deemed to have been received.

ARTICLE 9
EXCUSABLE DELAY

Section 9.01. Excusable Delay. (a) Subject to Section 3.05,
neither Party shall be responsible to the other Party for any Excusable Delay
in the discharge and performance of its respective obligations and duties under
this Agreement or for any delay or failure in the discharge and performance of
its respective obligations and duties under this Agreement as a result of the
action or omission of the other Party.

Section 9.02. Time Limits on Excusable Delays. Notwithstanding the
provisions of Section 3.05, if an Excusable Delay shall have caused the delay
of the Delivery of an Aircraft on a Scheduled Delivery Date (i) until a date
after the Partial Casualty Delivery Date as to any Aircraft described in
Section 3.05(c), (ii) until a date after the Casualty Delivery Date, as to any
substitute Aircraft as described in Section 3.05(d) or (iii) for a period of
more than twenty-eight (28) consecutive days after the Scheduled Delivery Date
in every other instance, the Party not claiming the right to delay performance
of its obligations shall have the right (x) to terminate its obligations with
respect to the Delivery of such Aircraft at any time prior to the Delivery of
such Aircraft or a substitute Aircraft therefor or (y) to permit the other
Party to complete its performance in connection with the Delivery of such
Aircraft. If a Party chooses to terminate its obligations with respect to the
Delivery of an Aircraft or a substitute Aircraft therefor, the Party claiming
the Excusable Delay shall have no further obligation with respect to the
Delivery of the Aircraft as to which the Excusable Delay occurred. To the
extent an Excusable Delay relates to the performance of any obligation other
than one respecting the Delivery of an Aircraft, such delay shall be an
Excusable Delay for a period not to exceed twenty- eight (28) consecutive days
from the date that performance was due.

ARTICLE 10
INDEMNIFICATION

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Section 10.01. FedEx's Indemnification. After the Delivery of an
Aircraft, Engines or Spare Parts to FedEx, FedEx shall defend, indemnify and
hold harmless American, its Affiliates and each of their respective directors,
officers, employees, independent contractors who are individuals, and permitted
assignees (collectively the "American Indemnitees") from and against all
claims, demands, suits, causes of action, obligations, liabilities, damages,
losses and judgments, costs and expenses, WHETHER OR NOT ARISING FROM THE
NEGLIGENCE OF SUCH INDEMNIFIED PARTIES, asserted against any of them by reason
of injury or death of any person, or by reason of loss of or damage to
property, including such Aircraft, Engines and Spare Parts, arising out of or
in any manner connected with any of the Aircraft, Engines and Spare Parts,
including, without limitation, the purchase, sale, ownership, possession, use,
operation, flight testing (if the event giving rise to the American
Indemnitees' right to indemnity involves the Aircraft and occurs while a pilot
who is an employee or an agent of FedEx is in control of the Aircraft being
flight tested), storage, maintenance, financing, sale, lease or sublease of any
Aircraft, Engine or Spare Part.

Section 10.02. American's Indemnification. American agrees to
defend, indemnify and hold harmless FedEx, its Affiliates, and each of their
respective directors, officers, employees, independent contractors who are
individuals and permitted assignees from and against all claims, demands,
suits, causes of action, obligations, liabilities, damages, losses and
judgments, costs and expenses, asserted against any of them by reason of any
claim adverse to FedEx's title to the Aircraft by any party claiming by or
through American.

ARTICLE 11
INSURANCE

Section 11.01. Liability Insurance. Commencing with the delivery of
the first Aircraft to FedEx, FedEx shall maintain until the [ * ]
anniversary of the Delivery Date of each Aircraft, with insurance carriers
reasonably acceptable to American, comprehensive airline liability insurance in
an amount not less than USD $[ * ] which shall: include aircraft
liability, cargo liability, and comprehensive general liability insurance;
insure, inter alia, FedEx's indemnification obligations to the American
Indemnitees; and name the American Indemnitees as additional insureds. The
insurers shall waive any right of subrogation, set-off or counterclaim against
the American Indemnitees as to the coverage of the American Indemnitees,
breaches of representations and warranties

- -----------------------
*Blank space contained confidential information which has been filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934.

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<PAGE> 53
by FedEx. In the event of cancellation of or material change in the policy,
such insurance shall continue in force for the benefit of the American
Indemnitees for at least thirty (30) days after written notice to American.

Section 11.02. Hull Insurance. If FedEx, or any successor to
FedEx's interest in the Aircraft, maintains hull insurance on the Aircraft,
FedEx shall require its, or its successor's, hull insurers to waive any and all
rights of subrogation, set-off, counterclaim and deduction, whether by
attachment or otherwise, which they may have against the American Indemnitees,
for any loss, damage or destruction of the Aircraft.

Section 11.03. Insurance Certificates. Upon Delivery, FedEx shall
furnish American with insurance certificates from certifying (a) that the
policies of insurance required by this Article 11 are in full force and effect
(together with required waivers of subrogation) and (b) that American shall be
given thirty (30) days' prior written notice by the insurers in the event of
either cancellation or material change in coverage or cancellation of the
waivers of subrogation, except in the event of war risk coverage, in which case
the notice period shall be seven (7) days or such other period as shall be
customary in the insurance market.

ARTICLE 12
DEFAULT AND REMEDIES

Section 12.01. American Events of Default. The following events
shall constitute Events of Default as to American:

(a) American shall fail to deliver the Aircraft in accordance with
the terms and conditions of this Agreement;

(b) American shall fail to perform any other covenant of American
contained in this Agreement, and such failure is not cured within [ *
] after written notice of such default is given by FedEx to
American or, if such failure cannot be cured within [ *
] is not cured within [ *
] after receipt of such notice if American promptly commences taking
and diligently pursues all necessary actions to cure such failure;

(c) If any representation or warranty made by American herein or made
in any statement or certificate furnished or required hereunder or in
connection with the execution and delivery of this Agreement, proves untrue in
any material adverse respect;

- ----------------------
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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(d) If American shall file a voluntary petition in bankruptcy, shall
be adjudicated as bankrupt or insolvent, shall file any petition or answer
seeking any reorganization, composition, readjustment, liquidation or similar
relief for itself under any present or future statute, law or regulation, shall
seek or consent to or acquiesce in the appointment of any trustee, shall make
any general assignment for the benefit of creditors, or shall admit in writing
its inability to pay its debts generally as they become due; or

(e) If a petition shall be filed against American seeking any
reorganization, composition, readjustment, liquidation or similar relief under
any present or future statutes, law or regulation, and shall remain undismissed
or unstayed for an aggregate of [ * ] (whether or not
consecutive), or if any trustee, receiver or liquidator of either Party is
appointed, which appointment shall remain unvacated or unstayed for an
aggregate of [ *
] (whether or not consecutive).

Section 12.02. FedEx Events of Default. The following events shall
constitute Events of Default as to FedEx:

(a) FedEx shall fail to accept delivery and pay the Purchase Price
for any Aircraft tendered by American for delivery to FedEx in accordance with
this Agreement;

(b) FedEx shall fail to perform any other covenant of FedEx contained
in this Agreement and such failure is not cured within [ *
] after written notice of such default is given by American to FedEx or,
if such failure cannot be cured within [ * ] is
not cured within [ * ] after receipt of such notice if FedEx promptly commences
taking and diligently pursues all necessary actions to cure such failure;

(c) If any representation or warranty made by FedEx herein or made in
any statement or certificate furnished or required hereunder or in connection
with the execution and delivery of this Agreement proves untrue in any material
adverse respect;

(d) If FedEx shall file a voluntary petition in bankruptcy, shall be
adjudicated as bankrupt or insolvent, shall file any petition or answer seeking
any reorganization, composition, readjustment, liquidation or similar relief
for itself under any present or future statute, law or regulation, shall seek
or consent to or acquiesce in the appointment of any trustee, shall make any
general assignment for

- ----------------------
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

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the benefit of creditors, or shall admit in writing its inability to pay its
debts generally as they become due; or

(e) If a petition shall be filed against FedEx seeking any
reorganization, composition, readjustment, liquidation or similar relief under
any present or future statutes, law or regulation, and shall remain undismissed
or unstayed for an aggregate of [ * ] (whether or not
consecutive), or if any trustee, receiver or liquidator of either party is
appointed, which appointment shall remain unvacated or unstayed for an
aggregate of [ *
] (whether or not consecutive).

Section 12.03. Remedies. (a) Subject in all respects to
Article 13, upon the occurrence of an Event of Default by American, FedEx (i)
shall, at its option, be relieved from its obligation to accept delivery of and
pay the Purchase Price for the Aircraft or to purchase any Spare Parts from
American, (ii) may, at its option, terminate this Agreement and have the
Deposits returned to it to the extent they have not been previously applied to
the Purchase Price of an Aircraft, together with any interest thereon
calculated at the AMR Rate, and (iii) shall have all other rights and remedies
available to it at law and in equity, including, but not limited to, the
equitable remedy of specific performance.

(b) Subject in all respects to Article 13, upon the occurrence of an
Event of Default by FedEx, American (i) shall retain the Deposits and the
interest thereon relating to the Aircraft, (ii) may, at its option, be relieved
from its obligation to deliver any Aircraft or sell any Spare Parts to FedEx,
(iii) may, at its option, terminate this Agreement and (iv) shall have all
other rights and remedies available to it at law and in equity, including, but
not limited to, the equitable remedy of specific performance.

Section 12.04. Limitation of Damages. NEITHER PARTY SHALL HAVE ANY
LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES SUSTAINED BY THE OTHER PARTY ARISING OUT OF THE FIRST PARTY'S
DEFAULT UNDER THE TERMS OF THIS AGREEMENT. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY REMEDIES IT MAY HAVE AS A RESULT OF ITS INCURRENCE OF ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT
OF A DEFAULT BY THE OTHER PARTY UNDER THIS AGREEMENT.

- ----------------------
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.

ARTICLE 13
DISPUTE RESOLUTION

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Section 13.01. Dispute Resolution. American and FedEx desire to
resolve any dispute or alleged dispute that may arise in connection with the
interpretation of any provision in this Agreement or the performance by either
of them of their obligations under this Agreement (a "Dispute") without resort
to the courts. If any Dispute shall arise, American and FedEx agree to follow
the procedure set forth in this Article 13 (the "ADR Procedure") to resolve
such Dispute.

Section 13.02. Notice of Dispute. The Party believing a Dispute to
exist shall give the other Party written notice that the Dispute exists. Such
notice shall set forth in reasonable detail the facts alleged to give rise to
such Dispute, the provision or provisions of this Agreement giving rise to the
obligations implicated in the Dispute, the nature of any default claimed to
exist with respect to this Agreement and a statement of the manner in which
such Party believes the Dispute should be resolved. Within five (5) Business
Days after such notice is given the Party receiving such notice shall respond
in writing to the Party giving the notice. Such response (the "Response")
shall state whether the responding Party believes such Dispute exists, set
forth its view of the facts alleged to give rise to the Dispute and, if the
responding Party agrees that a Dispute exists, indicate what action the
responding Party believes should be taken with respect to the claim that a
Dispute exists.

Section 13.03. Dispute Resolution Through Negotiation. If the
Parties do not agree as to the action to be taken in resolution of the Dispute,
American and FedEx shall have a meeting no later than the fifth (5th) Business
Day following the date on which the Response is given. Such meeting shall be
held in the offices of the Party receiving the original notice of the Dispute
unless the Parties agree to meet elsewhere. Each of the Parties shall have in
attendance at such meeting an executive who shall have the authority to make
decisions and bind the Party he or she represents to any agreement that may be
made by the Parties at such meeting (a "Company Representative"), as well as
such other persons as the Parties may desire. At the meeting, the Parties
shall negotiate in good faith in an attempt to agree if a Dispute exists, upon
the exact nature of any Dispute agreed to exist, the manner in which any such
Dispute should be resolved and the date by which the resolution of any such
Dispute should be effected. If a resolution of such Dispute is not reached at
the initial meeting, before adjourning the meeting, the Parties shall determine
if an additional meeting or meetings should be held to negotiate further a
resolution of the Dispute. If American and FedEx determine an additional
meeting should be held, they shall agree to the time and place of such meeting.
Any agreement as to the resolution of such Dispute reached during such
negotiations shall be evidenced by a written agreement setting forth in
reasonable detail the actions that the Parties agree will be taken to resolve
or remedy the Dispute.

Section 13.04. Dispute Resolution Through Mediation. If American
and FedEx cannot resolve the Dispute pursuant to the procedure set forth in
Section 13.03 above (the "Negotiation Procedure") within ten (10) Business Days
after the first

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meeting held by the Parties pursuant to the Negotiation Procedure, American and
FedEx shall mediate the Dispute through a panel of three mediators (the
"Mediation Panel"). The Mediation Panel shall be appointed within ten (10)
Business Days after the date on which the Parties determine that they cannot
resolve the Dispute (the "Determination Date"). The Mediation Panel shall
consist of a professional mediator appointed by American, a professional
mediator appointed by FedEx and a professional mediator appointed by the two
mediators appointed by American and FedEx. When possible, each mediator shall
be familiar with the aircraft industry. The mediation shall take place on the
fifteenth (15th) Business Day after the Determination Date or such earlier
date as the Parties and the Mediation Panel may agree. Each Party shall
prepare and submit to the Mediation Panel at least two (2) Business Days before
the mediation occurs, written submissions setting forth their respective
positions with respect to the Dispute. Each Party shall send a Company
Representative and such other persons, including professional advisors, as they
desire to such mediation. The Parties agree to work in good faith to reach an
agreement settling the Dispute at the mediation. Any agreement as to the
resolution of such Dispute reached during such mediation shall be evidenced by
a written agreement setting forth in reasonable detail the actions that the
Parties agree will be taken to resolve the Dispute. The mediation shall be
deemed unsuccessful if so declared by the Mediation Panel.

Section 13.05. Dispute Resolution Through Arbitration. American and
FedEx agree that if they cannot resolve the Dispute pursuant to the Negotiation
Procedure or mediation as described in Section 13.04 above (the "Mediation")
within ten (10) Business Days after the commencement of the first meeting of
the Parties with the Mediation Panel, they will submit the Dispute to binding
arbitration (the "Arbitration") pursuant to the New York Arbitration Statute
and the American Arbitration Association's (the "AAA") Commercial Arbitration
Rules as in effect at the time of the submission of the Dispute to the AAA (the
"CAR"). American and FedEx shall submit the Dispute to the AAA for binding
arbitration within five (5) Business Days after the unsuccessful conclusion of
the Mediation Process. The arbitration shall take place (i) in Dallas, Texas
or such other place as American, FedEx and the arbitrators assigned to the case
shall agree and (ii) on such date and at such time as the arbitrators shall
establish. The Dispute shall be arbitrated by a panel of three arbitrators
(the "Panel") who shall, if possible, each be experienced in the aircraft
industry and who shall be chosen in accordance with the CAR. The Panel shall
issue a reasoned decision and award of damages, specific performance or
injunction. American and FedEx agree to abide by and perform any award
rendered by the Panel. American and FedEx intend that the Dispute will be
resolved by application of the laws of the State of New York and that the
Panel's authority to make any award in the arbitration of the Dispute shall be
based on and limited by the laws of the State of New York, the terms and
conditions of this Agreement and the CAR. The Panel's determination of facts
shall be final and binding on American and FedEx if there is substantial
evidence in the record of such arbitration to support such determination, it
being the intention of the Parties

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that the standard for any judicial review of the findings or award of the Panel
be the same standard as applies in the case of appeals to actions of
administrative agencies in the State of New York. Judgment on the award in the
arbitration may be entered by any court having jurisdiction of the Dispute.
Subject to the CAR, the Parties will endeavor in good faith to conclude the
arbitration by no later than thirty (30) Business Days after it commences.

Section 13.06. Forbearance During Resolution Process. American and
FedEx agree to forbear from pursuing any remedy under this Agreement or
otherwise available under law, including the institution of any lawsuit, while
the ADR Procedure is in operation with respect to any Dispute.

Section 13.07. Limitation of Remedies. American and FedEx agree
that, notwithstanding anything to the contrary herein, in the laws of the State
of New York, Tennessee or Texas or the CAR, the result of any agreement reached
by them in the Mediation or any award made by the Arbitration Panel in the
Arbitration shall be consistent with the terms and conditions of this Agreement
and that any award shall be only a remedy that would available to a Party to
this Agreement as a result of a breach of this Agreement had the ADR Procedure
not been in effect. IN NO EVENT SHALL THE PANEL AWARD ANY INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR OTHER THAN DIRECT
DAMAGES.

Section 13.08. Expenses. Each of American and FedEx shall pay its
own out-of-pocket expenses in connection with the conduct of the ADR Procedure
as to any Dispute. The costs and expenses of any Mediation, other than
American's and FedEx's out-of-pocket expenses in connection therewith, shall be
borne equally by American and FedEx. The costs and expenses of any
Arbitration, other than American's and FedEx's out-of-pocket expenses in
connection therewith, shall be payable in accordance with the CAR.

ARTICLE 14
CONDITIONS

Section 14.01. Conditions to FedEx's Obligations. The obligation of
FedEx to accept any Aircraft and purchase any Spare Parts from American shall
be subject to the following conditions precedent:

(a) compliance by American with all applicable laws and regulations of
all jurisdictions which are applicable to the transactions contemplated hereby,
including, without limitation, the Hart-Scott-Rodino Anti-Trust Improvements
Act of 1974, as amended;

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(b) receipt by FedEx of all necessary licenses, permits, approvals,
consents, waivers and authorities which are applicable to the transactions
contemplated hereby;

(c) receipt by FedEx of a satisfactory opinion of counsel to American,
which opinion may be rendered by in- house counsel, regarding due
authorization, no conflicts with organization documents, agreements and
instruments to which American is a party or its assets are bound or any court
order, and enforceability of this Agreement and any ancillary agreements, and
such other matters as may be reasonably requested. In such opinion, such
counsel may assume that the documents, agreements and instruments are governed
by Texas law and render their opinions based solely on the federal laws of the
United States, the corporate laws of the State of Delaware and the laws of the
State of Texas. Such opinion may be subject to the type of assumptions and
qualifications regularly included by experienced corporate counsel in similar
opinions;

(d) the execution of this Agreement and consummation of the
transactions contemplated by it shall not breach, or result in a default under,
any document, agreement, statute, treaty, regulation or other regulatory
directive, foreign or domestic, binding upon American or any of its respective
Affiliates;

(e) FedEx shall not be unable to perform its obligations with respect
to one or more of the Aircraft as the result of the occurrence of a Force
Majeure Event or other Excusable Delay (other than a Force Majeure Event or
other Excusable Delay which is a result of the fault, act or omission of
American);

(f) the Aircraft shall be in Delivery Condition; and

(g) the approval of this Agreement and the performance of the
transactions contemplated by this Agreement by FedEx's board of directors.

Section 14.02. Conditions to American's Obligations. The obligation
of American to deliver any Aircraft and sell any Spare Parts to FedEx shall be
subject to the following conditions precedent:

(a) compliance by FedEx with all applicable laws and regulations of
all jurisdictions which are applicable to the transactions contemplated hereby,
including, without limitation, the Hart-Scott-Rodino Anti-Trust Improvements
Act of 1974, as amended;

(b) receipt by American of all necessary licenses, permits, approvals,
consents, waivers, and authorities which are applicable to the transactions
contemplated hereby;

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(c) receipt by American of a satisfactory opinion of counsel to FedEx,
which opinion may be rendered by in- house counsel, regarding due
authorization, no conflicts with organizational documents, agreements and
instruments to which FedEx is a party or its assets are bound or any court
order, and enforceability of this Agreement and any ancillary agreements, and
such other matters as may be reasonably requested. In such opinion, such
counsel may assume that the documents, agreements and instruments are governed
by Tennessee law and render their opinions based solely on the federal laws of
the United States, the corporate laws of the State of Delaware and the laws of
the State of Tennessee. Such opinion may be subject to the type of assumptions
and qualifications regularly included by experienced corporate counsel in
similar opinions;

(e) American shall not be unable to perform its obligations with
respect to one or more of the Aircraft as the result of the occurrence of a
Force Majeure Event, other Excusable Delay or the fault of FedEx; and

(f) the approval of this Agreement and the performance of the
transactions contemplated hereby by American's Chairman of the Board, Chief
Executive Officer and President.

ARTICLE 15
CONFIDENTIALITY

Section 15.01. Confidentiality Obligations. (a) Each of American
and FedEx agrees to keep the economic terms of this Agreement confidential and
not to disclose, transfer, use or otherwise make available such information to
any third party without the prior written consent of the other Party. Each of
American and FedEx agrees to exercise care that is at least equal to the care
it uses to protect the confidentiality of its own confidential and proprietary
information of similar importance to prevent the disclosure to outside parties
or unauthorized use of such information. Notwithstanding the above, American
and FedEx may disclose confidential information to their respective officers,
directors, employees and/or tax, legal and other professional advisors who are
informed of the confidential nature of the information and of the restrictions
on disclosure and use of the information as set forth herein and may disclose
confidential information as required by law (including, but not limited to,
pursuant to a request by the Internal Revenue

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Service or a state taxing authority for information). In the event of a breach
of or a default under the terms of this Section 15.01, the non-breaching Party
shall be entitled to pursue and seek all legal and equitable remedies available
to it, including the equitable remedies of specific performance and injunction,
which remedies shall not be deemed exclusive, but shall be cumulative. If
either of the Parties desire to make a press release, information release or
otherwise provide information to any third party for release to the news media
with respect to the transactions contemplated by this Agreement, subject to its
obligations under applicable securities laws, the Party desiring to make the
release or provide the information shall provide the text of such release or
information to the other Party for its review at least three (3) Business Days
in advance of the proposed distribution of the release or information. Subject
to legal requirements and other legally compelled disclosures, each Party shall
obtain the prior written consent of the other Party to release of any such news
or press release or information and the text of any written or oral statement
or any release of information to be provided to the news media and the timing
of the distribution of such information.

(b) FedEx understands that certain of the information that may be
provided to FedEx by American concerning the Airframes is the subject of a
confidentiality agreement between American and the Manufacturer of the
Airframes (the "Manufacturer Confidentiality Agreement"). FedEx agrees for the
benefit of American and the Manufacturer of the Airframes (i) to be bound by
the terms and conditions of the Manufacturer Confidentiality Agreement, (ii)
that FedEx's use, possession and dissemination of such information to any
person shall be subject to and governed by the Manufacturer Confidentiality
Agreement and (iii) that the Manufacturer of the Airframes shall be a third
party beneficiary of this Section 15.01(b) and entitled to enforce its
respective rights under the Manufacturer Confidentiality Agreement against
FedEx as if it were a party to this Agreement.

ARTICLE 16
FURTHER ASSURANCES

Section 16.01. Further Assurances. (a) American recognizes that in
the course of (i) the conversion of the Aircraft from a passenger configuration
to a cargo configuration and (ii) the transition of the Aircraft from the
American Program to FedEx's FAA-approved maintenance program, issues will arise
in which American may possess information and expertise regarding the Aircraft
that FedEx would find useful, Aircraft Records or Engine Records that may be
necessary to the transition of the Aircraft to FedEx's maintenance program, and
other knowledge that will be useful to FedEx in connection with such
activities. Subject to any restrictions on the disclosure of confidential
information and consistent with the protection of its confidential information
and proprietary information, including, without limitation, any trade secrets,
American agrees to cooperate with FedEx and to assist FedEx by providing such
confidential, proprietary and trade secret

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information pursuant to a mutually acceptable non-disclosure agreement and any
non-confidential information regarding the Aircraft that American may possess
which would be helpful to FedEx in achieving its goals. American also agrees
to meet with representatives of FedEx and the FAA at mutually agreeable times
and locations to discuss the Aircraft and American's maintenance of the
Aircraft. In no event shall the assistance to be provided by American to FedEx
require the incurrence by American of more than nominal expense.

(b) American will provide to FedEx a supplemental type certificate (a
"STC") and the substantiating data covering any modification of an Aircraft
that is delivered to FedEx by American pursuant to this Agreement if that
modification is designed by American. FedEx may use such STC to make the same
modification covered by the STC to any other McDonnell Douglas Model MD-11
aircraft owned and operated by FedEx. American will not charge FedEx for the
use of such a STC by FedEx on any of FedEx's McDonnell Douglas Model MD-11
aircraft. AMERICAN SHALL NOT BE DEEMED TO MAKE OR HAVE MADE AND DISCLAIMS, AND
FEDEX SHALL ACKNOWLEDGE AND CONFIRM THAT AMERICAN HAS NOT MADE, ANY
REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND WHATSOEVER, EXPRESS OR
IMPLIED, OR THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT OR OTHER RIGHT OF ANY
THIRD PARTY CONCERNING ANY STC OR ANY MODIFICATION COVERED BY ANY STC.

ARTICLE 17
MISCELLANEOUS

Section 17.01. Notices. Unless otherwise specified in writing by
the affected Party, all notices, approvals, requests, consents and other
communications given pursuant to this Agreement shall be in writing and shall
be deemed effective when received if hand-delivered, sent by facsimile (which
facsimile shall be confirmed by the executed counterpart thereof being sent by
another means for giving notice specified herein), Federal Express priority
service (except for notices sent relating to defaults or Events of Default
under this Agreement or with respect to the Put Options or the Purchase
Options, which may be sent by any courier that provides a written confirmation
of delivery), or sent by United States certified or registered mail, addressed
as follows:

If to American: American Airlines, Inc.
4333 Amon Carter Boulevard, MD 5566
Fort Worth, Texas 76155
Attention: Vice President Corporate and Fleet Planning
Telephone No. (817) 967-1227
Facsimile No. (817) 967-2199

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If to FedEx: Federal Express Corporation
2005 Corporate Avenue
Memphis, Tennessee 38132
Attention: Vice President, Fleet
Development and Acquisitions
Telephone No. (901) 395-3830
Facsimile No. (901) 395-3828

Section 17.02. Exhibits. All exhibits described in this Agreement
shall be deemed to be incorporated and made a part of this Agreement, except
that if there is any inconsistency between this Agreement and the provisions of
any Exhibit, the provisions of this Agreement shall control.

Section 17.03. Assignments. This Agreement, and American's rights
and obligations hereunder, shall not be assignable or delegable by American
without the prior written consent of FedEx, which consent may be withheld in
FedEx's sole discretion; provided, however, that American may assign its rights
and delegate its obligations under this Agreement to another Affiliate of AMR
Corporation without FedEx's consent so long as American shall remain primarily
liable for the obligations under this Agreement, with such continuing
obligations to be evidenced by such agreements and instruments as FedEx may
reasonably request. American acknowledges and agrees that FedEx, one of
FedEx's subsidiaries or a financial institution or other entity may be
designated by FedEx as the contracting party with American hereunder and that
this Agreement may be assigned by FedEx to any of such said entities without
restriction and upon written notice to American so long as FedEx shall remain
primarily liable for its obligations under this Agreement, with such continuing
obligations to be evidenced by such agreements and instruments as American may
reasonably request.

Section 17.04. No Offset. The amounts payable by either Party to
the other Party under this Agreement shall be absolute and unconditional and
shall not be subject to any abatement, reduction, set off, defense,
counterclaim or recoupment of or by the Party obligated to make such payment as
a result of any claim, cause of action or other rights that such Party may have
against the other Party.

Section 17.05. Binding Effect. This Agreement and the rights and
obligations of the Parties hereunder, shall be binding upon and inure to the
benefit of each of the Parties, their respective permitted successors, assigns
and legal representatives.

Section 17.06. Applicable Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York,
without regard to the laws of conflict of laws of the State of New York.

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Section 17.07. Entire Agreement. This Agreement shall constitute
the entire agreement between the Parties with respect to the transactions
contemplated herein and shall not in any manner be supplemented, amended or
modified except by a written instrument executed on behalf of each of the
Parties by their duly authorized representatives.

Section 17.08. Expenses. Each of the Parties hereto shall be
responsible for its own costs and expenses incurred in connection with the
negotiation, preparation and execution of this Agreement.

Section 17.09. Counterparts. This Agreement may be executed in
separate counterparts, each of which when so executed shall be deemed to be an
original and which, taken together, shall constitute one and the same
instrument.

Section 17.10. Brokers' Commissions. Each of FedEx and American
represent to the other Party that each has negotiated this Agreement directly
with the other and that no brokers are entitled to a commission as a result of
their actions. FedEx and American agree to indemnify and hold one another
harmless from and against all claims, demands, liabilities, damages, losses or
judgments which may be suffered by the other and which arise out of the actions
of or employment by the other with any agent or broker.

Section 17.11. No Remedy Exclusive. Except as expressly set forth
herein, no remedy herein conferred upon or reserved to a Party herein is
intended to be exclusive of any other available remedy or remedies, but each
and every such remedy shall be cumulative and in addition to every other remedy
given under this Agreement or now or hereafter existing at law, in equity or by
statute. Except as expressly set forth herein, no delay or omission to
exercise any right or power accruing upon any default shall impair any such
right or power or be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed
expedient. In order to entitle a Party to exercise any remedy reserved to it
in this Agreement, it shall not be necessary to give any notice other than such
notice as may be herein expressly required.

Section 17.12. Severability. If any provision of this Agreement or
any application of any provision of this Agreement to any person or
circumstances shall be invalid or unenforceable to any extent, the remainder of
this Agreement and the application of that provision to other persons or
circumstances shall not be affected by the invalidity or unenforceability of
the provision generally or as to any person or circumstance. The other
provisions of this Agreement shall be enforced to the greatest extent permitted
by applicable law and in a manner to give effect to the intent of the Parties
to the greatest extent possible.

Section 17.13. Survival of Provisions. The rights, benefits and
obligations of the Parties under Section 3.09, Section 3.10, Article 5, Article
8, Article 10, Article

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11, Article 12 and Article 13 shall survive the completion of performance of
this Agreement and its termination or expiration and continue in full force and
effect thereafter in accordance with their respective terms.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, American and FedEx do hereby execute this
Agreement on the day and year first above written.

FEDERAL EXPRESS CORPORATION

By: /S/ James R. Parker
Name: James R. Parker
Title: Vice President-Fleet Development &
Acquisitions

AMERICAN AIRLINES, INC.

By: /S/ Jeffery M. Jackson
Name: Jeffery M. Jackson
Title: VicePresident-Corporate & Fleet Planning

<PAGE> 67
EXHIBIT A
TO THE AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX") AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

AIRCRAFT SUBJECT TO AIRCRAFT PURCHASE AGREEMENT

The McDonnell Douglas Model MD-11 aircraft bearing the U.S.
Registration Numbers, Manufacturer's Serial Numbers, American Nose Numbers and
American Fuselage or Line Numbers set forth below are the Aircraft subject to
the Agreement.

REGISTRATION MANUFACTURER'S NOSE FUSELAGE OR
NUMBER SERIAL NUMBER NUMBER LINE NUMBER
---------------- ----------------- ------ --------------

N1750B 48419 1AA 450

N1751A 48420 1AB 451
N1752K 48421 1AC 452
N1753 48487 1AD 469
N1754 48489 1AE 492
N1755 48490 1AF 499

N1756 48491 1AG 503
N1757A 48505 1AH 462
N1758B 48527 1AJ 504
N1759 48481 1AK 482
N1760A 48550 1AM 526

N1761R 48551 1AN 527
N1762B 48552 1AP 530
N1763 48553 1AR 531
N1764B 48554 1AS 535
N1765B 48596 1AT 537

N1766A 48597 1AU 540
N1767A 48598 1AV 550
N1768D 48436 1AL 483

A-1
<PAGE> 68
EXHIBIT B
TO THE AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

AIRCRAFT
DELIVERY CERTIFICATE

This Aircraft Delivery Certificate is given by American Airlines, Inc.
("American") and Federal Express Corporation ("FedEx") pursuant to the
Agreement. Any capitalized term used herein and not expressly defined herein
shall have the meaning ascribed to it in the Agreement.

TENDER OF THE AIRCRAFT BY AMERICAN.

American hereby tenders to FedEx for Delivery pursuant to the terms
and subject to the conditions of the Agreement, the McDonnell Douglas Model
MD-11 Aircraft described below:

Registration Number: N__________________
Manufacturer's Serial Number: ________________
American Fuselage or Line Number: ______________________
American Nose Number: _______________________,

along with three (3) General Electric Company CF6-80C2D1F engines, bearing
Manufacturer's Serial Numbers:

Position (1) ________________

Position (2) ________________

Position (3) ________________,

(the "Delivered Aircraft") with the operating times and cycles as accumulated
on the Aircraft up to the time of Delivery and the EGT margins as of the last
test cell run accomplished immediately following the latest Engine Maintenance
accomplished on each such Engine as described on

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<PAGE> 69
Attachment 1 hereto and made a part hereof, together with the Aircraft Records,
listed on Attachment 2 hereto and made a part hereof. American hereby restates
and confirms each of its representations and warranties set forth in Section
5.01 of the Agreement.

As of the date of this Certificate, (i) the high-time and high-cycle
highest flight cycle Airframe not yet delivered by American to FedEx is the
Airframe bearing U.S. Registration No. __________________, and Manufacturer's
Serial No. _________________ and Nose No. ____________________, and (ii) such
Airframe ____________________ flight hours and had _______________ flight
cycles since it was new.

Tender of the Aircraft is made by American at
__________________________, at _______/a.m./p.m. ____________ time, on this
____ day of _____________________, _____.

AMERICAN AIRLINES, INC.

By:_______________________________
Name:_____________________________
Title:____________________________

ACCEPTANCE OF THE AIRCRAFT BY FEDEX.

FEDERAL EXPRESS CORPORATION ("FedEx") hereby accepts and acknowledges
receipt of the Delivered Aircraft from American, in accordance with the terms
and conditions of the Agreement, at ______________________, at
_________/a.m./p.m. ____________ time, on ________________, __________,
together with the Aircraft Records listed in Attachment 2 hereto and made a
part hereof.

By its execution and delivery of this Certificate, FedEx hereby (i)
restates and confirms each of its representations and warranties set forth in
Section 5.03 of the Agreement and (ii) acknowledges and agrees that upon
delivery by American to FedEx, except as to those

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discrepancies expressly set forth in Attachment 1 and Attachment 3 to this
certificate, the Delivered Aircraft was in Delivery Condition.

FEDERAL EXPRESS CORPORATION

By:__________________________________
Name:________________________________
Title:_______________________________

DISCREPANCIES FROM DELIVERY CONDITION.

American and FedEx hereby agree that the remaining discrepancy or
discrepancies of the Delivered Aircraft from the Delivery Condition, if any,
and the manner of, and deadline for, the correction of any such discrepancy or
discrepancies are as set forth in Attachment 3 hereto.

Dated: ______________________, __________.

AMERICAN AIRLINES, INC.

By:_______________________________
Name:_____________________________
Title:____________________________

FEDERAL EXPRESS CORPORATION

By:_______________________________
Name:_____________________________
Title:____________________________

B-3
<PAGE> 71
ATTACHMENT 1 TO AIRCRAFT DELIVERY CERTIFICATE

AIRCRAFT HOURS AND CYCLES

AS OF_________________,________

MCDONNELL DOUGLAS MODEL MD-11 AIRCRAFT

REGISTRATION NUMBER: N_______; FUSELAGE OR LINE NUMBER ____;
MANUFACTURER'S SERIAL NUMBER ____________ AND NOSE NUMBER ___.

A. AIRFRAME:

TO FIRST
TOTAL SINCE TO NEXT INTERVAL TO SECOND INTERVAL
NEWDELIVERY C CHECK ITEMS ITEMS

FLIGHT HOURS __________ __________ _____________ ______________
FLIGHT CYCLES __________ __________ _____________ ______________
CALENDAR TIME __________ __________ _____________ ______________

B. GENERAL ELECTRIC COMPANY CF6-80C2D1F ENGINES:

TOTAL FLIGHT TOTAL CYCLES TOTAL CYCLES TOTAL CYCLES
ENGINE MANUFACTURER'S TOTAL FLIGHT HOURS SINCE SINCE LAST SINCE LAST SINCE LAST
POSITION SERIAL NUMBER CYCLES SINCE NEW NEW HSM HSC EHM

1 ____________ __________ __________ ___________ __________ ___________
2 ____________ __________ __________ ___________ __________ ___________
3 ____________ __________ __________ ___________ __________ ___________

The EGT margin of each of the Engines after (i) its last test cell run
accomplished immediately following the latest Engine Maintenance accomplished
on such Engine and (ii) the Power Assurance Run Test conducted pursuant to
Section 3.02(a) of the Agreement was as follows:

B-4
<PAGE> 72

EGT MARGIN FOLLOWING EGT MARGIN FOLLOWING
ENGINE POSITION LAST TEST CELL RUN POWER ASSURANCE RUN TEST
- --------------- ------------------ ------------------------

No. 1 _______ degrees Celsius _______ degrees Celsius
No. 2 _______ degrees Celsius _______ degrees Celsius
No. 3 _______ degrees Celsius _______ degrees Celsius

The flight cycles or flight hours remaining to the limitation on each
life limited part in each Engine are as set forth in Annex 1 to this Attachment
1 to the Aircraft Delivery Certificate.

C. LANDING GEAR

TOTAL
MANUFACTURER'S FLIGHT CYCLES TOTAL DAYS TOTAL CYCLES TO TOTAL DAYS TO
POSITION SERIAL NUMBER SINCE NEW SINCE NEW NEXT OVERHAUL NEXT OVERHAUL
-------- ------------- --------- --------- ------------- -------------

Nose _______________ __________ ___________ ____________ _________
Left Main _______________ __________ ___________ ____________ _________
Center Main _______________ __________ ___________ ____________ _________
Right Main _______________ __________ ___________ ____________ _________

D. AUXILIARY POWER UNIT

APU INSTALLED IN THE DELIVERED AIRCRAFT:

MANUFACTURER'S SERIAL NUMBER _____________________
NUMBER OF FLIGHT CYCLES SINCE NEW _____________________
NUMBER OF FLIGHT HOURS SINCE NEW _____________________

B-5
<PAGE> 73
LIFE LIMITED PARTS CONTAINED IN SUCH APU:

MANUFACTURER'S TOTAL FLIGHT TOTAL FLIGHT NUMBER OF CYCLES OR
SERIAL CYCLES SINCE HOURS SINCE HOURS TO FIRST LIFE
PART DESCRIPTION NUMBER NEW NEW LIMITED PART LIMITATION
- ---------------------------------------- -------------- ----------- ------------ -----------------------

First Stage Low Pressure Compressor ______________ ___________ ____________ _______________________
Second Stage Low Pressure Compressor ______________ ___________ ____________ _______________________
Third Stage Low Pressure Compressor ______________ ___________ ____________ _______________________
High Pressure Turbine ______________ ___________ ____________ _______________________
First Stage Low Pressure Turbine ______________ ___________ ____________ _______________________
Second Stage Low Pressure Turbine ______________ ___________ ____________ _______________________

Dated:__________________________, _________.

AMERICAN AIRLINES, INC.

By: ________________________________
Name: ______________________________
Title: _____________________________

B-6
<PAGE> 74
ANNEX 1 TO ATTACHMENT 1 TO AIRCRAFT
DELIVERY CERTIFICATE

FLIGHT CYCLES AND FLIGHT HOURS
REMAINING ON LIFE LIMITED PARTS ON
ENGINES

ENGINE NO. 1 ENGINE NO. 2 ENGINE NO. 3
FLIGHT HOURS FLIGHT HOURS FLIGHT HOURS
PART DESCRIPTION OR CYCLES OR CYCLES OR CYCLES

HIGH PRESSURE
COMPRESSOR ROTOR PARTS
- ----------------------
Disk, Stage 1 ___________ ___________ ____________
Disk, Stage 2 ___________ ___________ ____________
Disk, Stage 3-9 ___________ ___________ ____________
Disk, Stage 10 ___________ ___________ ____________
Spool/Shaft ___________ ___________ ____________
CDP Seal Disk ___________ ___________ ____________

HIGH PRESSURE
TURBINE ROTOR PARTS
- -------------------
Disk, Stage 1 ___________ ___________ ____________
Disk, Stage 2 ___________ ___________ ____________
Spacer/Impeller ___________ ___________ ____________
Vane, -Ring Diffuser ___________ ___________ ____________

LOW PRESSURE
TURBINE ROTOR PARTS
- -------------------
Disk, Stage 1 ___________ ___________ ____________
Disk, Stage 2 ___________ ___________ ____________
Disk, Stage 3 ___________ ___________ ____________
Disk, Stage 4 ___________ ___________ ____________
Disk, Stage 5 ___________ ___________ ____________
Shaft, LPTR ___________ ___________ ____________

B-7
<PAGE> 75
ATTACHMENT 2 TO AIRCRAFT DELIVERY CERTIFICATE

AIRCRAFT RECORDS AND ENGINE RECORDS
DELIVERED WITH DELIVERED
AIRCRAFT

The following Aircraft Records (as defined in the Agreement) were
delivered with the Delivered Aircraft:

DRAWINGS/CHARTS:

1. Fuel Distribution Chart, Compass Correction Card, Major Avionic List,
Drawings: FDM1062 or FDM1058, DDM1079 or DDM1080, FDM1063 or FDM1072

RECORDS:

1. Aircraft Flight Log (includes Aircraft, Engines, Components) with
required certification
2. Heavy Maintenance Checks - History Log
3. Deferred Items List (Damage Log and FMR)
4. Last Bill-of-Work Prior to Delivery
5. Report 182Y (with required certification):
- Time-Control Components with 3500 Hrs. or less to go and
calendar
6. Report 188Y (with required certification):
- Time Control Components by Cycles to go
7. Report 190Y (with required certification):
- Airframe Time Control Components by Aircraft and Position
- Engine Item Time Control Components by Aircraft and Position
- Airframe Calendar Control Components by Aircraft and
Position
8. Report ET026 (with required certification):
- Component Time Control Status by S/N of Parts
9. Report ET049 (with required certification):
- Component Time - Special Item by RSPAM
10. AD Summary Report with certification per attached Appendix 1,
including accomplishment documents for the last
action taken and stating specific method of compliance and any
alternate means of compliance, if any, including
FAA approval
11. Report EC014:
- Modification History by AD/FAR Number
12. Report EC014:
- Modification History by AA Job Number and cross reference
13. Report EC015:
- Modification History by Service Bulletin Number - Limited to
AD/FAR
14. Report EC015:
- Modification History by Service Bulletin Number
15. Report D065:
- Engine Life Limited Parts/Life Limited Parts
16. Report D066 (with required certification):
- Engine Time Monitored Parts (including tags and tear-down
reports)
17. Report CML011:
- Engine Condition Monitoring - Last Run Before Delivery
18. Weight and Balance Report
19. Landing Gear Records

B-8
<PAGE> 76
20. Component Shop Records (including tags and tear-down reports)
21. APU Records
22. Engine Records
23. Aircraft Airframe Records
24. Accident Report or Accident-Free Certification Letter

ENGINE RECORDS:

1. Aircraft Flight Log (includes Aircraft, Engines, Components) with
certification per attached Appendix 1
2. Report 190Y (with required certification):
- Engine Item Time Control Components by Aircraft and Position
3. Report D065 (with required certification):
- Engine Life Limited Parts/Life Limited Parts
4. Airworthiness Directive Summary Report (with required certification)

B-9
<PAGE> 77
ATTACHMENT 3 TO AIRCRAFT DELIVERY CERTIFICATE

DISCREPANCIES OF DELIVERED AIRCRAFT FROM DELIVERY CONDITION

Any capitalized term used herein and not expressly defined herein
shall have the meaning ascribed to it in the Agreement.

The following remaining discrepancy or discrepancies from Delivery
Condition exist with respect to the Delivered Aircraft (as defined in the
Aircraft Delivery Certificate of which this Attachment 3 is a part):

B-10
<PAGE> 78
American and FedEx have agreed that the foregoing discrepancy or
discrepancies will be corrected in the following manner and by the following
date or dates:

Dated: __________________________, _______.

AMERICAN AIRLINES, INC.

By:_______________________________
Name:_____________________________
Title:____________________________

FEDERAL EXPRESS CORPORATION

By:_______________________________
Name:_____________________________
Title:____________________________

<PAGE> 79
EXHIBIT C
TO THE AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX") AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

WARRANTY BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS:

THAT the undersigned, [INSERT TRANSFEROR'S CORPORATE NAME], a Delaware
Corporation ("Transferor"), has the power and right to convey the legal and
beneficial title to that:

[NOTE: INSERT THE FOLLOWING LANGUAGE IF THE WARRANTY BILL OF SALE RELATES TO
AN AIRCRAFT:] [certain McDonnell Douglas MD-11 aircraft bearing Federal
Aviation Administration Registration Number N_________ and Manufacturer's
Serial Number _______________, together with three (3) General Electric Company
CF6-80C2D1F turbofan jet engines [installed thereon], bearing Manufacturer's
Serial Numbers ____________________, _____________________, and
__________________________, together with all fixed equipment, parts,
components and accessories installed on said aircraft and engines.]

[NOTE: INSERT THE FOLLOWING LANGUAGE IF THE WARRANTY BILL OF SALE RELATES TO A
SPARE ENGINE, [* ], A REPLACEMENT ENGINE OR A DELAYED DELIVERY
ENGINE:] [certain General Electric Company CF6-80C2D1F turbofan jet engine,
bearing Manufacturer's Serial Number ____________________, together with all
fixed equipment, parts, components and accessories installed on said engine.]

THAT for and in consideration of the sum of Ten Dollars ($10) and
other valuable consideration, Transferee does, this ____ day of
________________, _________, grant, convey, transfer, bargain, sell, deliver
and set over all of its rights, title and interests to and in the above
described [aircraft, engines], [NOTE: INSERT THE FOREGOING WORD IF THE WARRANTY
BILL OF SALE RELATES TO AN AIRCRAFT] [engine] [NOTE: INSERT THE FOREGOING IF
THE WARRANTY BILL OF SALE RELATES TO AN ENGINE ALONE.], fixed equipment, parts,
components and accessories unto [INSERT TRANSFEREE'S CORPORATE NAME], a
Delaware corporation ("Transferee").

Transferor hereby warrants to Transferee, its successors and assigns,
that there is hereby conveyed to Transferee title to the aforesaid [aircraft,
engines]] [NOTE: INSERT THE FOREGOING WORD IF THE WARRANTY BILL OF SALE RELATES
TO AN AIRCRAFT], [engine,] [NOTE: INSERT THE FOREGOING IF THE WARRANTY BILL OF
SALE RELATES TO AN ENGINE ALONE.] fixed equipment, parts, components and
accessories free and clear of all liens, encumbrances and rights of others
arising by, through or under Transferor and that it shall warrant and defend
such title forever against all claims and demands whatsoever; and that this
bill of sale is made and delivered pursuant to the provisions of the Aircraft
Sales Agreement between Transferor and Transferee, dated April 7, 1995.

_______________________
*Blank space contained information which has been filed separately with the
Securities and Exchange Commission pursuant to rule 24b-2 under the Securities
Exchange Act of 1934.

C-1
<PAGE> 80
IN WITNESS WHEREOF, Transferor has executed this Warranty Bill of Sale
on the _____ day of __________________________, __________.

[INSERT TRANSFEROR'S CORPORATE NAME]

By: ___________________________
Name: _________________________
Title: ________________________

C-2
<PAGE> 81
EXHIBIT D
TO THE AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

DATA RELATING TO THE AIRCRAFT AND
ENGINES TO BE DELIVERED BY AMERICAN
TO FEDEX PURSUANT TO ARTICLE 6 OF THE
AGREEMENT

Originals or copies of the following items of Data will be supplied in
accordance with Section 6.02(d) on the specified medium or on microfiche,
microfilm, paper, disk or any then current medium or a combination of these
media, with revision updates revised as of the applicable Delivery Dates. The
required certifications for Aircraft time and cycles, life-limited parts,
Airworthiness Directives and hard-time components for Airframes and Engines
shall be signed by a manager or higher management personnel in the
Airworthiness, Quality Assurance, Quality Control or Aircraft/Powerplant
Records department of American. Any required certification of any item of Data
shall be in the form attached as Appendix 1 to this Exhibit D.

MANUALS:

1. FAA Approved Aircraft Flight Manual
2. Aircraft Maintenance Manual (Microfilm)
3. Aircraft Overhaul Manual (Microfilm)
4. Aircraft Wiring Manual (Microfilm)
5. Aircraft Structure Repair Manual (Microfilm)
6. Aircraft Illustrated Parts Catalog (Microfilm)
7. Aircraft Weight and Balance Manual, Loading Manual, Basic & Supplement
8. McDonnell Douglas Procedure for Actual Weighing/Balancing of MD-11
Series Aircraft
9. Aircraft Minimum Equipment List & Configuration
10. McDonnell Douglas Aircraft Readiness Log
11. McDonnell Douglas Aircraft Detail Specification
12. CF6 Maintenance Manual (Microfilm-See Aircraft MM)
13. CF6 Overhaul Manual (Microfilm)
14. CF6 Illustrated Parts Catalog (Microfilm)
15. CF6 Service Bulletin (Microfilm)
16. Maintenance Check Manual (Microfilm)
17. Engineering Specification Maintenance Manual
18. AA Part Number versus Mfgr's Part Number (Fiche)

D-1
<PAGE> 82
DOCUMENTS:

1. Certificate of Airworthiness (on Aircraft)
2. Certificate of Registration (on Aircraft)
3. Sanitary Certificate (on Aircraft)
4. [Radio Station License (on Aircraft)]

DRAWINGS/CHARTS:

1. Fuel Distribution Chart, Compass Correction Card, Major Avionic List,
Drawings: FDM1062 or FDM1058, DDM1079 or DDM1080, FDM1063 or FDM1072

RECORDS:

1. Aircraft Flight Log (includes Aircraft, Engines, Components) with
certification per attached Appendix 1
2. Heavy Maintenance Checks - History Log
3. Deferred Items List (Damage Log and FMR)
4. Last Bill-of-Work Prior to Delivery
5. Report 182Y (with certification per attached Appendix 1):
- Time-Control Components with 3500 Hrs. or less to go and
calendar
6. Report 188Y (with certification per attached Appendix 1):
- Time Control Components by Cycles to go
7. Report 190Y (with certification per attached Appendix 1):
- Airframe Time Control Components by Aircraft and Position
- Engine Item Time Control Components by Aircraft and Position
- Airframe Calendar Control Components by Aircraft and
Position
8. Report ET026 (with certification per attached Appendix 1):
- Component Time Control Status by S/N of Parts
9. Report ET049 (with certification per attached Appendix 1):
- Component Time - Special Item by RSPAM
10. AD Summary Report with certification per attached Appendix 1,
including accomplishment documents for the last action taken and
stating specific method of compliance and any alternate means of
compliance, if any, including FAA approval
11. Report EC014:
- Modification History by AD/FAR Number
12. Report EC014:
- Modification History by AA Job Number and cross reference
13. Report EC015:
- Modification History by Service Bulletin Number - Limited to
AD/FAR
14. Report EC015:
- Modification History by Service Bulletin Number
15. Report D065:
- Engine Life Limited Parts/Life Limited Parts
16. Report D066 (with certification per attached Appendix 1):
- Engine Time Monitored Parts (including tags and tear-down
reports)
17. Report CML011:
- Engine Condition Monitoring - Last Run Before Delivery
18. Weight and Balance Report
19. Landing Gear Records
20. Component Shop Records (including tags and tear-down reports)

D-2
<PAGE> 83
21. APU Records
22. Engine Records
23. Aircraft Airframe Records
24. Accident Report or Accident-Free Certification Letter

ENGINE RECORDS:

1. Aircraft Flight Log (includes Aircraft, Engines, Components) with
certification per attached Appendix 1
2. Report 190Y (with certification per attached Appendix 1):
- Engine Item Time Control Components by Aircraft and Position
3. Report D065 (with certification per attached Appendix 1):
- Engine Life Limited Parts/Life Limited Parts
4. Airworthiness Directive Summary Report (with the certification per
attached Appendix 1)

D-3
<PAGE> 84
APPENDIX 1 TO EXHIBIT D

AIRCRAFT REGISTRATION NO. ____________
MANUFACTURER'S SERIAL NO. __________
DATE:__________________, ________

[TITLE]

I HEREBY CERTIFY THAT THIS IS A TRUE AND ACCURATE RECORD TO THE BEST OF MY
KNOWLEDGE.

_________________________________ ___________________________________
SIGNATURE DATE

_________________________________ ___________________________________
PRINTED NAME TITLE

AIR CARRIER
_________________________________ ___________________________________
COMPANY NAME COMPANY CERTIFICATE TYPE

AA4A025A
_________________________________
COMPANY CERTIFICATE NUMBER

D-4
<PAGE> 85
EXHIBIT E
TO THE AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

DESIGNATION OF AN AIRFRAME FOR DELIVERY
ON SCHEDULED DELIVERY DATE

Any capitalized term used herein shall have the meaning ascribed to it
in the Agreement.

1. The Scheduled Delivery Date for which the Designated Airframe
(as defined below) is being designated is ________________________________.

2. The following are the identification numbers of the Airframe
designated for delivery on the Scheduled Delivery Date set forth in Paragraph
1. above (the "Designated Airframe"):

FAA Registration Number: N_____________________
Manufacturer's Serial Number: _________________________________
Nose Number: _______________________
Fuselage or Line Number: ______________________________

3. The total flight hours and flight cycles on the Designated
Airframe since delivery of the Designated Airframe by the Manufacturer to
American and the number of flight hours and flight cycles remaining on the
Designated Airframe to certain C Checks as of the date and time of this
Designation are as follows:

TOTAL SINCE TO NEXT TO FIRST INTERVAL TO SECOND INTERVAL
NEW C CHECK ITEMS ITEMS

FLIGHT HOURS ___________ ___________ ___________ ___________
FLIGHT CYCLES ___________ ___________ ___________ ___________
CALENDAR TIME ___________ ___________ ___________ ___________

4. The total flight hours and flight cycles remaining to the next
major overhaul of each of the Gears that are installed on the Designated
Airframe at the date and time of this Designation are as follows:

E-1
<PAGE> 86

Nose ____________ __________ ___________ ____________ ___________
Left Main ____________ __________ ___________ ____________ ___________
Center Main _____________ __________ ___________ ____________ ___________
Right Main _____________ __________ ___________ ____________ ___________

5. The total flight hours or flight cycles since new for (x) the
APU installed on the Designated Airframe and (y) the Life Limited Parts
contained in such APU and the flight cycles or flight hours remaining to the
first limit of the Life Limited Parts contained in the APU installed on the
Designated Airframe at the date and time of this Designation are as follows:

APU INSTALLED ON THE DESIGNATED AIRFRAME:

MANUFACTURER'S SERIAL NUMBER _____________________
NUMBER OF FLIGHT CYCLES SINCE NEW _____________________
NUMBER OF FLIGHT HOURS SINCE NEW _____________________

LIFE LIMITED PARTS CONTAINED IN SUCH APU:

MANUFACTURER'S TOTAL FLIGHT TOTAL FLIGHT NUMBER OF CYCLES OR
SERIAL CYCLES SINCE HOURS SINCE HOURS TO FIRST LIFE
PART DESCRIPTION NUMBER NEW NEW LIMITED PART LIMITATION
- ---------------------------------- -------------- ------------ ----------- -----------------------

First Stage Low Pressure Compressor ______________ ____________ ___________ _______________________
Second Stage Low Pressure Compressor ______________ ____________ ___________ _______________________
Third Stage Low Pressure Compressor ______________ ____________ ___________ _______________________
High Pressure Turbine ______________ ____________ ___________ _______________________
First Stage Low Pressure Turbine ______________ ____________ ___________ _______________________
Second Stage Low Pressure Turbine ______________ ____________ ___________ _______________________

6. The estimated usage of the Aircraft from the date of this
Designation until the Scheduled Delivery Date is __________________ flight
cycles and _____________ flight hours.

This Designation is made by American on the ____ day of _____________,
_____ at _________, [a.m.] [p.m.], _______________________ time.

E-2
<PAGE> 87
AMERICAN AIRLINES, INC.

By: ________________________
Name: ______________________
Title: _____________________

E-3
<PAGE> 88
EXHIBIT F
TO THE AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

DESIGNATION OF A SUBSTITUTE AIRFRAME FOR
DELIVERY ON SCHEDULED DELIVERY
DATE

1. This Designation of a Substitute Airframe for delivery on a
Scheduled Delivery Date (this "Change Designation") is being provided by
American to FedEx in order to designate an Airframe for delivery on the
Scheduled Delivery Date indicated below in substitution for an Airframe
previously designated by American for delivery to FedEx on such Scheduled
Delivery Date (the "Previously Designated Airframe"). Any capitalized term
used herein and not expressly defined herein shall have the meaning ascribed to
it in the Agreement.

2. The Scheduled Delivery Date for which the Previously
Designated Airframe was to be delivered and for which the Substitute Airframe
(as defined below) is now being designated for delivery and sale to FedEx is
________________________________.

3. The following are the identification numbers of the Previously
Designated Airframe:

FAA Registration Number: N_________________________
Manufacturer's Serial Number: _______________________________
Nose Number: __________________________
Fuselage or Line Number: ___________________________

4. The following are the identification numbers of the Airframe
being substituted for the Previously Designated Airframe which is hereby
designated for delivery on the Scheduled Delivery Date set forth in Paragraph
2. above in the stead of the Previously Designated Airframe (the "Substitute
Airframe"):

F-1
<PAGE> 89
FAA Registration Number: N__________________________
Manufacturer's Serial Number: _________________________________
Nose Number: ________________________
Fuselage or Line Number: _________________________

5. The total flight hours and flight cycles on the Substitute
Airframe since delivery of the Substitute Airframe by the Manufacturer to
American and the number of flight hours and flight cycles remaining on the
Substitute Airframe to the certain C Checks as of the date and time of this
Change Designation are as follows:

TOTAL SINCE TO NEXT TO FIRST INTERVAL TO SECOND INSPECTION
NEW C CHECK ITEMS ITEMS

FLIGHT HOURS ___________ ___________ ___________ ___________
FLIGHT CYCLES ___________ ___________ ___________ ___________
CALENDAR TIME ___________ ___________ ___________ ___________

6. The total flight hours and flight cycles remaining to the next
major overhaul of each of the Gears that are installed on the Substitute
Airframe at the date and time of this Designation are as follows:

Nose ______________ _________ ___________ ___________ _________
Left Main ______________ _________ ___________ ___________ _________
Center Main ______________ _________ ___________ ___________ _________
Right Main ______________ _________ ___________ ___________ _________

7. The total flight hours or flight cycles since new for (x) the
APU installed on the Substitute Airframe and (y) the Life Limited Parts
contained in such APU and the flight cycles or flight hours remaining to the
first limit of the Life Limited Parts contained in the APU installed on the
Substitute Airframe at the date and time of this Change Designation are as
follows:

F-2
<PAGE> 90
APU INSTALLED ON THE SUBSTITUTE AIRFRAME:

MANUFACTURER'S SERIAL NUMBER _____________________
NUMBER OF FLIGHT CYCLES SINCE NEW _____________________
NUMBER OF FLIGHT HOURS SINCE NEW _____________________

LIFE LIMITED PARTS CONTAINED IN SUCH APU:

MANUFACTURER'S TOTAL FLIGHT TOTAL FLIGHT NUMBER OF CYCLES OR
SERIAL CYCLES SINCE HOURS SINCE HOURS TO FIRST LIFE
PART DESCRIPTION NUMBER NEW NEW LIMITED PART LIMITATION
- ---------------------------------- -------------- ------------ ----------- -----------------------

First Stage Low Pressure Compressor ______________ ____________ ___________ _______________________
Second Stage Low Pressure Compressor ______________ ____________ ___________ _______________________
Third Stage Low Pressure Compressor ______________ ____________ ___________ _______________________
High Pressure Turbine ______________ ____________ ___________ _______________________
First Stage Low Pressure Turbine ______________ ____________ ___________ _______________________
Second Stage Low Pressure Turbine ______________ ____________ ___________ _______________________

This Change Designation is made by American on the ____ day of
_____________, _____ at _________, [a.m.] [p.m.], _______________________ time.

AMERICAN AIRLINES, INC.

By: ________________________
Name: ______________________
Title: _____________________

F-3
<PAGE> 91
EXHIBIT G
TO THE AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

FORM OF
ASSIGNMENT OF ASSIGNABLE MANUFACTURER'S WARRANTIES

In connection with delivery of the Aircraft described in Annex A
hereto, including the Engines conveyed therewith (the "Aircraft") by American
Airlines, Inc. ("American") to Federal Express Corporation ("FedEx"), American
hereby assigns and conveys to FedEx, its successors, assigns and legal
representatives, all of American's right, title and interest in and to any and
all of the manufacturer's, vendor's and other warranties relating to the
Aircraft, including the Engines conveyed therewith (but not with respect to any
Non-Conforming Engine) to the extent, but only to the extent, that such
warranties are assignable without consent of the grantor of any such warranty
or the payment of consideration to the grantor of any such warranty (the
"Warranties") and all rights to enforce, exercise any rights with respect to or
retain any recovery or benefit with respect to the Warranties, except to the
extent that such rights and recoveries relate to work completed or to be
completed by American or any of its affiliates in connection with its
performance of its obligations under the Aircraft Sales Agreement between FedEx
and American dated April 7, 1995 (the "Agreement") prior to or in connection
with the Delivery (as defined in the Agreement) of the Aircraft.
Notwithstanding the foregoing, American does not assign or convey to FedEx any
outstanding claims or rights, whether liquidated or contingent, or know or
unknown, that it may have against the grantor of any of the Warranties arising
prior to the tender of the Aircraft by American for Delivery pursuant to the
Agreement.

Dated : ______________, _________.

AMERICAN AIRLINES, INC.

By: ___________________________
Name:__________________________
Title:_________________________

G-1
<PAGE> 92
ANNEX A TO ASSIGNMENT OF ASSIGNABLE
MANUFACTURER'S WARRANTIES

One McDonnell Douglas Model MD-11 Aircraft described below:

Registration Number: N__________________________
Manufacturer's Serial Number: __________________________
American Fuselage or Line Number: ______________________________
American Nose Number: ___________________________________,

along with three (3) General Electric Company CF6-80C2D1F engines, bearing
Manufacturer's Serial Numbers:

Position (1) ____________________

Position (2) ____________________

Position (3) ____________________

G-2
<PAGE> 93
EXHIBIT H
TO THE AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

DESIGNATION OF ENGINES FOR CONVEYANCE ON SCHEDULED DELIVERY DATE

Any capitalized term used in this Designation of Engines for
conveyance on a Scheduled Delivery Date shall have the meaning ascribed to it
in the Agreement unless expressly defined herein.

1. The Scheduled Delivery Date for which the Designated Airframe
(as defined below) is being designated is ________________________________.

2. The following are the identification numbers of the Airframe
designated for delivery on the Scheduled Delivery Date set forth in Paragraph
1. above (the "Designated Airframe"):

FAA Registration Number: N________ Nose Number: _____
Manufacturer's Serial No.: ________________ Fuselage or Line Number: ________

3. The following are the Engines to be conveyed with the Designated
Airframe on the Scheduled Delivery Date set forth in Paragraph 1. above (the
"Designated Engines"):

GENERAL ELECTRIC COMPANY CF6-80C2D1F ENGINES:

TOTAL FLIGHT TOTAL FLIGHT TOTAL CYCLES TOTAL CYCLES TOTAL CYCLES
ENGINE MANUFACTURER'S CYCLES HOURS SINCE SINCE LAST SINCE LAST SINCE LAST
POSITION SERIAL NUMBER SINCE NEW NEW HSM HSC EHM

1 ____________ __________ ___________ __________ ___________ ___________
2 ____________ __________ ___________ __________ ___________ ___________
3 ____________ __________ ___________ __________ ___________ ___________

H-1
<PAGE> 94
4. The flight cycles or flight hours remaining to the limitation
on each life limited part in each Engine are as set forth in Annex 1 to this
Designation of Engines for Delivery on Scheduled Delivery Date.

5. The EGT margin of each of the Designated Engines after (i) its
last test cell run accomplished immediately following the latest Engine
Maintenance accomplished on each such Designated Engine and (ii) the Power
Assurance Run Test conducted pursuant to Section 3.02(a) of the Agreement was
as follows:

EGT MARGIN FOLLOWING EGT MARGIN FOLLOWING
ENGINE POSITION LAST TEST CELL RUN POWER ASSURANCE RUN TEST
- --------------- --------------------------- ------------------------

No. 1 _______ degrees Celsius _______ degrees Celsius
No. 2 _______ degrees Celsius _______ degrees Celsius
No. 3 _______ degrees Celsius _______ degrees Celsius

6. As of the date of this Engine Designation, (i) the highest
flight cycle Airframe not yet delivered by American to FedEx is the Airframe
bearing U.S. Registration No. __________________ and Manufacturer's Serial No.
_________________ and (ii) such Airframe had ________________ flight cycles
since it was new.

This Engine Designation is made by American on the ____ day of
_____________, _____ at _________, [a.m.] [p.m.], _______________________ time.

AMERICAN AIRLINES, INC.

By: _____________________________
Name: ___________________________
Title: __________________________

H-2
<PAGE> 95
ANNEX 1 TO
DESIGNATION OF ENGINES FOR DELIVERY ON SCHEDULED DELIVERY DATE

REMAINING FLIGHT CYCLES AND FLIGHT
HOURS REMAINING ON LIFE LIMITED PARTS
ON ENGINES

ENGINE NO. 1 ENGINE NO. 2 ENGINE NO. 3
FLIGHT HOURS FLIGHT HOURS FLIGHT HOURS
PART DESCRIPTION OR CYCLES OR CYCLES OR CYCLES

H-3
<PAGE> 96
EXHIBIT I
TO THE AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

PUT OPTION EXERCISE

1. This Put Option Exercise is provided by American to FedEx
pursuant to Section 2.02(b) of the Agreement. Any capitalized term used in
this Put Option Exercise shall have the meaning ascribed to it in the
Agreement.

2. American hereby exercises a Put Option granted by FedEx as set
forth in Section 2.02 of the Agreement for the sale of a Put Option Aircraft to
FedEx with respect to the following Scheduled Delivery Date:
_______________________________, ______. A Designation and an Engine
Designation will be provided by American to FedEx in accordance with Section
2.04 of the Agreement designating the Airframe and the Engines that will be
tendered by American to FedEx on such Scheduled Delivery Date.

This Put Option Exercise is made by American on the ____ day of
_____________, _____.

AMERICAN AIRLINES, INC.

By: ____________________________
Name: __________________________
Title: _________________________

I-1
<PAGE> 97
EXHIBIT J
TO THE AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

PURCHASE OPTION NOTICE

1. Pursuant to Section 2.03(a) of the Agreement, American hereby
notifies FedEx that American intends to offer for sale _________________
[specify number of Put Option Aircraft] of the Put Option Aircraft. Any
capitalized term used in this Purchase Option Notice shall have the meaning
ascribed to it in the Agreement.

2. The Scheduled Delivery Dates for the Put Option Aircraft that
American will be marketing are as follows:

1. _____________________________________, ________
2. _____________________________________, ________
3. _____________________________________, ________
4. _____________________________________, ________
5. _____________________________________, ________
6. _____________________________________, ________
7. _____________________________________, ________

Please be advised that pursuant to Section 2.03(a) of the Agreement,
FedEx has a period of fourteen (14) days after its receipt of this Purchase
Option Notice in which to exercise its Purchase Option under the terms of the
Agreement.

This Purchase Option Notice is given by American on the ____ day of
_____________, _____.

AMERICAN AIRLINES, INC.

By: _________________________
Name: _______________________
Title: ______________________

J-1
<PAGE> 98
EXHIBIT K
TO THAT CERTAIN
AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND AMERICAN AIRLINES, INC.
("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

PURCHASE OPTION EXERCISE

1. This Purchase Option Exercise is provided by FedEx to American
pursuant to Section 2.03(a) of the Agreement. Any capitalized term used in this
Purchase Option Exercise shall have the meaning ascribed to it in the
Agreement.

2. FedEx hereby exercises the Purchase Options granted by
American as set forth in Section 2.03 of the Agreement for the purchase of
_______________[specify number] Put Option Aircraft from American on the
following Scheduled Delivery Date(s) as specified in American's Purchase Option
Notice, dated _________________________, __________:

3. A Deposit of [* ] as required by Section 2.06 of the
Agreement is hereby tendered with this Purchase Option Exercise with respect to
each Purchase Option Aircraft.

4. FedEx hereby restates and confirms its representation and
warranty to American in Section 5.03(v) of the Agreement.

K-1
<PAGE> 99

This Purchase Option Exercise is given by FedEx on the ____ day of
_____________, _____.

FEDERAL EXPRESS CORPORATION

By: ______________________________
Name: ____________________________
Title: ___________________________

K-2
<PAGE> 100
EXHIBIT L
TO THAT CERTAIN
AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND AMERICAN AIRLINES, INC.
("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

PURCHASE PRICE ADJUSTMENT FORMULA -- AIRFRAME

Any capitalized term used herein and not expressly defined herein
shall have the meaning ascribed to it in the Agreement.

[* ]

L-1
<PAGE> 101

]

L-2
<PAGE> 102
TABLE A TO EXHIBIT L

AMERICAN AIRLINES, INC.
AIRFRAME MAINTENANCE

The following table sets forth the estimated maintenance cost for
accomplishment of a C Check, First Interval Items and Second Interval Items in
twelve-month periods noted below.

TWELVE-MONTH
PERIOD ENDED C CHECK FIRST INTERVAL SECOND INTERVAL
MAY 31 COST ITEMS COST ITEMS COST

* * * *

L-3
<PAGE> 103
EXHIBIT M
TO THAT CERTAIN
AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND AMERICAN AIRLINES, INC.
("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

PURCHASE PRICE ADJUSTMENT FORMULA -- ENGINES

Any capitalized term used herein and not expressly defined herein
shall have the meaning ascribed to it in the Agreement.

[*
]

M-1
<PAGE> 104

]

M-2
<PAGE> 105
TABLE A TO EXHIBIT M

AMERICAN AIRLINES, INC.
ENGINE HEAVY MAINTENANCE

The following table sets forth the estimated maintenance cost for an
HSM, HSC and EHM in the calendar years noted below.

CALENDAR
YEAR EHM HSC HSM

* * * *

M-3
<PAGE> 106
EXHIBIT N
TO THAT CERTAIN
AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND AMERICAN AIRLINES, INC.
("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

PURCHASE PRICE ADJUSTMENT FORMULA -- GEAR

Any capitalized term used herein and not expressly defined herein
shall have the meaning ascribed to it in the Agreement.

]

N-1
<PAGE> 107

]

N-2
<PAGE> 108
EXHIBIT O
TO THAT CERTAIN
AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX")
AND AMERICAN AIRLINES, INC.
("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

PURCHASE PRICE ADJUSTMENT FORMULA -- APU

Any capitalized term used herein and not expressly defined herein
shall have the meaning ascribed to it in the Agreement.

[*
]

]

O-1
<PAGE> 109
EXHIBIT P
to that certain
Aircraft Sales Agreement between
Federal Express Corporation ("FedEx") and
American Airlines, Inc. ("American")
Dated April 7, 1995 (the "Agreement")

ENGINE
DELIVERY CERTIFICATE

This Engine Delivery Certificate is given by American Airlines, Inc.
("American") and Federal Express Corporation ("FedEx") pursuant to the
Agreement. Any capitalized term used herein and not expressly defined herein
shall have the meaning ascribed to it in the Agreement.

TENDER OF EACH ENGINE.

____________________ ("Tenderor") hereby tenders to ______________
("Recipient") for delivery pursuant to the terms and subject to the conditions
of the Agreement, ______ [specify number of engines] General Electric Company
CF6-80C2D1F engines, bearing Manufacturer's Serial Number(s):

________________________

(each a "Delivered Engine" and collectively, if applicable, the "Delivered
Engines") with (i) if American is the Tenderor, the operating times and cycles
as accumulated on each Engine up to the time of Delivery as described on
Attachment 1A hereto and made a part hereof or (ii) if FedEx is the Tenderor,
the operating times and cycles as accumulated on each Engine from the time
FedEx took delivery of the Delivered Engine or Delivered Engines, as the case
may be, from American up to the time of delivery of such Delivered Engine or
Delivered Engines, as the case may be, pursuant to this Engine Delivery
Certificate described on Attachment 1B hereto and made a part hereof, at
_______/a.m./p.m. ____________ time, on ____________________, _________,
together with any Data, listed on Attachment 2 hereto and made a part hereof.
Tenderor hereby restates and confirms each of its representations and
warranties set forth in Article 5 of the Agreement.

P-1
<PAGE> 110
Tender of each Engine is made by _________________ this ____ day of
_____________________, _____.

[AMERICAN AIRLINES, INC.]
[FEDERAL EXPRESS CORPORATION]

By:____________________________________
Title:_________________________________

ACCEPTANCE OF EACH ENGINE.

Recipient hereby accepts and acknowledges receipt of each Delivered
Engine from Tenderor in accordance with the terms and conditions of the
Agreement, which Delivered Engine or Delivered Engines has or have, as the case
may be, the operating times and flight cycles as accumulated on the Aircraft up
to the time of delivery as described on Attachment 1 hereto and made a part
hereof, at ___________________, at _________/a.m./p.m. ____________ time, on
___________________, __________, together with the Data listed in Attachment 2
hereto and made a part hereof. Recipient hereby restates and confirms each of
its representations set forth in Article 5 of the Agreement.

If it is FedEx which is executing the Acceptance portion of this
Engine Delivery Certificate and accepting a Delayed Delivery Engine or
Replacement Engine, by its execution and delivery of this Certificate, FedEx
hereby acknowledges and agrees that upon delivery by American to FedEx, except
as to those discrepancies expressly set forth in Attachment 1 to this
certificate, the Delivered Engine met the requirements for the condition of the
Engines upon delivery as set forth in the Agreement.

Acceptance of each Delivered Engine is made by _____________________
this _____ day of ______________________, ______.

[FEDERAL EXPRESS CORPORATION]
[AMERICAN AIRLINES, INC.]

By:____________________________________
Name:__________________________________
Title:_________________________________

HIGHEST FLIGHT CYCLE AIRFRAME CERTIFICATION.

As of the date of this Certificate, (i) the highest flight cycle
Airframe not yet delivered by American to FedEx is the Airframe bearing U.S.
Registration No. __________________ and Manufacturer's Serial No.
_________________ and (ii) such Airframe has _______________ flight cycles
since it was new.

AMERICAN AIRLINES, INC.

By:____________________________________
Name:__________________________________
Title: ________________________________

P-2
<PAGE> 111
ATTACHMENT 1A TO ENGINE DELIVERY CERTIFICATE

ENGINE INFORMATION
AS OF ___________________, ______

GENERAL ELECTRIC COMPANY CF6-80C2D1F ENGINES:

TOTAL FLIGHT TOTAL FLIGHT TOTAL CYCLES TOTAL CYCLES TOTAL CYCLES
ENGINE MANUFACTURER'S CYCLES HOURS SINCE SINCE LAST SINCE LAST SINCE LAST
POSITION SERIAL NUMBER SINCE NEW NEW HSM HSC EHM

The EGT margin of each of the Delivered Engines after (i) its last
test cell run accomplished immediately following the latest Engine Maintenance
accomplished with respect to each such Delivered Engine and (ii) the Power
Assurance Run Test conducted pursuant to Section 3.02(a) of the Agreement was
as follows:

EGT MARGIN FOLLOWING EGT MARGIN FOLLOWING
ENGINE POSITION LAST TEST CELL RUN POWER ASSURANCE RUN TEST
- --------------- -------------------------- ------------------------

No. 1 _______ degrees Celsius _______ degrees Celsius
No. 2 _______ degrees Celsius _______ degrees Celsius
No. 3 _______ degrees Celsius _______ degrees Celsius

The flight cycles or flight hours remaining to the limitation on each
life limited part in each Engine are as set forth in Annex 1 to this Attachment
1 to the Engine Aircraft Delivery Certificate.

P-3
<PAGE> 112
Dated:__________________________, _________.

AMERICAN AIRLINES, INC.

By: _______________________________
Name: _____________________________
Title: ____________________________

P-4
<PAGE> 113
ANNEX 1 TO ATTACHMENT 1A TO
ENGINE DELIVERY CERTIFICATE

REMAINING FLIGHT CYCLES AND FLIGHT
HOURS REMAINING ON LIFE LIMITED PARTS ON ENGINES

ENGINE NO. 1 ENGINE NO. 2 ENGINE NO. 3
FLIGHT HOURS FLIGHT HOURS FLIGHT HOURS
PART DESCRIPTION OR CYCLES OR CYCLES OR CYCLES

FAN ROTOR PARTS
- ---------------
Disk, Fan Rotor Stage 1 ___________ ____________ ___________
Spool, Fan Rotor Stages 2-5 ___________ ___________ ___________
Fan, Forward Shaft ___________ ___________ ___________
Fan, Mid-Shaft ___________ ___________ ___________
HIGH PRESSURE
COMPRESSOR ROTOR PARTS
- ----------------------
Disk, Stage 1 ___________ ___________ ____________
Disk, Stage 2 ___________ ___________ ____________
Disk, Stage 3-9 ___________ ___________ ____________
Disk, Stage 10 ___________ ___________ ____________
Spool/Shaft ___________ ___________ ____________
CDP Seal Disk ___________ ___________ ____________

P-5
<PAGE> 114
ATTACHMENT 1B TO ENGINE DELIVERY CERTIFICATE

ENGINE FLIGHT CYCLES AND FLIGHT HOURS
AS OF ___________________, ______

GENERAL ELECTRIC COMPANY CF6-80C2D1F ENGINES:

TOTAL FLIGHT CYCLES TOTAL FLIGHT HOURS
ENGINE MANUFACTURER' ACCUMULATED WHILE IN FEDEX'S ACCUMULATED WHILE IN FEDEX'S
POSITION SERIAL NUMBER CONTROL CONTROL

1 __________________ ________________ _______________
2 __________________ ________________ _______________
3 __________________ ________________ _______________

Dated:__________________________, _________.

FEDERAL EXPRESS CORPORATION

By: ________________________________
Name: ______________________________
Title: _____________________________

P-6
<PAGE> 115
ATTACHMENT 2 TO ENGINE DELIVERY CERTIFICATE

ENGINE RECORDS DELIVERED
WITH DELIVERED ENGINE

1. Aircraft Flight Log (includes Aircraft, Engines, Components) with
required certification
2. Report 190Y (with required certification ):
- Engine Item Time Control Components by Aircraft and Position
3. Report D065 (with required certification):
- Engine Life Limited Parts/Life Limited Parts
4. Airworthiness Directive Summary Report (with required certification)

P-7
<PAGE> 116
EXHIBIT Q TO AIRCRAFT SALES AGREEMENT BETWEEN
AMERICAN AIRLINES, INC. ("AMERICAN:) AND
FEDERAL EXPRESS CORPORATION ("FEDEX")
DATED APRIL 7, 1995 (THE "AGREEMENT")

SECTION 1--MD -11 SPARE PARTS PURCHASE DATES,
PURCHASE OBLIGATIONS, AND DELIVERY OBLIGATIONS TO BE
PURCHASED IN CONJUNCTION WITH DELIVERIES
OF FIRM AIRCRAFT AND PUT OPTION AIRCRAFT SOLD PURSUANT TO THE PUT OPTIONS

SPARES
PURCHASE
SPARES PRICE OF
SPARES PURCHASE A PAIR OF
PURCHASE PRICE OF SPARE
SCHEDULED AVERAGE PRICE TO BE NUMBER OF A SPARE SPARE THRUST
DATE OR UNIT PRICE PAID FOR SPARE APU THRUST REVERSERS
YEAR FOR THE MD-11 OF MD-11 MD-11 APU'S PURCHASED REVERSERS PURCHASED
PURCHASE OF SPARE SPARE PARTS SPARE SCHEDULED ON SCHEDULE ON THE
THE MD-11 PARTS TO BE PARTS TO BE TO BE THE DATE TO BE DATE
SPARE PARTS PERCENTAGE PURCHASED PURCHASED PURCHASED SHOWN* PURCHASED SHOWN*
----------- ---------- --------- --------- --------- ------ --------- ------

* * * * * * * *

]

Q-1
<PAGE> 117
EXHIBIT Q TO AIRCRAFT SALES AGREEMENT BETWEEN
AMERICAN AIRLINES, INC. ("AMERICAN:) AND
FEDERAL EXPRESS CORPORATION ("FEDEX")
DATED APRIL 7, 1995 (THE "AGREEMENT")

SECTION 2--MD -11 SPARE PARTS PURCHASE DATES, PURCHASE OBLIGATIONS, AND
DELIVERY OBLIGATIONS TO BE PURCHASED IN CONJUNCTION WITH DELIVERIES OF
PURCHASE OPTION AIRCRAFT SOLD PURSUANT TO THE PURCHASE OPTIONS

Any capitalized term used herein shall have the meaning ascribed to it
in the Agreement unless expressly defined herein.

]

MD-11 MD-11
SPARE SPARE MD-11
MONTH PARTS MONTH PARTS MONTH SPARE PARTS
AND YEAR PERCENTAGE AND YEAR PERCENTAGE AND YEAR PERCENTAGE
- -------- ---------- -------- ---------- -------- ----------

* * * * * *

Q-2
<PAGE> 118
EXHIBIT Q TO AIRCRAFT SALES AGREEMENT BETWEEN
AMERICAN AIRLINES, INC. ("AMERICAN:) AND
FEDERAL EXPRESS CORPORATION ("FEDEX")
DATED APRIL 7, 1995 (THE "AGREEMENT")

SECTION 3-- SPARE ENGINE PURCHASE DATES AND PURCHASE PRICES

Any capitalized term used herein shall have the meaning ascribed to it
in the Agreement unless expressly defined herein.

The dates on which FedEx shall purchase from American and American
shall sell the Spare Engines to FedEx in conjunction with the sale of the Firm
Aircraft and the Spares Purchase Price for each such Spare Engine are as
follows:

SPARE PURCHASE PRICE
SPARE ENGINE PURCHASE DATE FOR SPARE ENGINE
-------------------------- --------------------
* *

In the event that all the Put Option Aircraft are purchased pursuant
to an exercise of the Put Options by American or the Purchase Options by FedEx,
FedEx will purchase from American and American will sell to FedEx on the
following Spare Engines on the following dates:

SPARE PURCHASE PRICE
ORIGINAL SALE DATE FOR SPARE ENGINE
-------------------------- --------------------

* *

]

Q-3
<PAGE> 119
EXHIBIT R
TO THAT CERTAIN
AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX") AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

PROCEDURES FOR ENGINE BORESCOPE INSPECTIONS CONDUCTED PURSUANT TO
SECTION 3.02(A) OF THE AGREEMENT

The borescope inspections of Engines to be conducted by FedEx pursuant
to Section 3.02(a) of the Agreement shall be conducted in accordance with the
procedures set forth in the following Maintenance Work Cards that are set forth
in Section 7 (Maintenance Visits, Power Plant Inspect) of the American MD-11
Maintenance Check Manual, copies of which have been previously provided to
FedEx by American (the "Work Cards"). Any capitalized term used herein and not
expressly defined herein shall have the meaning ascribed to it in the
Agreement.

CARD NO 4419 CARD NO. 4429 CARD NO. 4439
ENGINE #1 ENGINE #2 ENGINE #3
- ---------------------------------------------------------------------------------------------------------------
CARD CARD PAGE CARD
PAGE NO. REVISION DATE NO. REVISION DATE. PAGE NO. REVISION DATE.
- ---------------------------------------------------------------------------------------------------------------

1 February 8, 1995 1 February 8, 1995 1 February 8, 1995
- ---------------------------------------------------------------------------------------------------------------
2 April 21, 1993 2 April 21, 1993 2 April 21, 1993
- ---------------------------------------------------------------------------------------------------------------
3 May 4, 1994 3 May 4, 1994 3 May 4, 1994
- ---------------------------------------------------------------------------------------------------------------
4 January 19, 1994 4 April 21, 1993 4 April 21. 1993
- ---------------------------------------------------------------------------------------------------------------
5 January 19, 1994 5 January 19, 1994 5 January 19, 1994
- ---------------------------------------------------------------------------------------------------------------
6 August 19, 1992 6 Sept. 30, 1992 6 Sept. 30, 1992
- ---------------------------------------------------------------------------------------------------------------
7 January 19, 1994 7 January 19, 1994 7 January 19, 1994
- ---------------------------------------------------------------------------------------------------------------
8 August 19, 1992 8 August 19, 1992 8 August 19, 1992
- ---------------------------------------------------------------------------------------------------------------
9 October 6, 1993 9 August 19, 1992 9 Sept. 1, 1994
- ---------------------------------------------------------------------------------------------------------------
10 January 19, 1994 10 August 19, 1992 10 August 19, 1992
- ---------------------------------------------------------------------------------------------------------------
11 April 10, 1991 11 January 19, 1994 11 January 19, 1994
- ---------------------------------------------------------------------------------------------------------------
12 April 10, 1991 12 April 10, 1991 12 April 10, 1991
- ---------------------------------------------------------------------------------------------------------------
13 January 19, 1994 13 April 10, 1991 13 April 10, 1991
- ---------------------------------------------------------------------------------------------------------------
14 March 25, 1992 14 January 19, 1994 14 January 19, 1994
- ---------------------------------------------------------------------------------------------------------------
15 January 19, 1994 15 March 25, 1992 15 March 25, 1992
- ---------------------------------------------------------------------------------------------------------------
16 April 10, 1991 16 January 19, 1994 16 January 19, 1994
- ---------------------------------------------------------------------------------------------------------------
17 April 10, 1991 17 April 10, 1994
- ---------------------------------------------------------------------------------------------------------------

The procedures set forth in the Work Cards shall not be revised for
purposes of determining the procedures to be followed by FedEx in conducting
borescope inspections pursuant to Section 3.02(a) of the Agreement with respect
to any Engine even if the Work Cards are subsequently revised by American.

R-1
<PAGE> 120
EXHIBIT S
TO THAT CERTAIN
AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX") AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

FORM OF [* ] AGREEMENT

S-1
<PAGE> 121

S-2
<PAGE> 122

S-3
<PAGE> 123

S-4
<PAGE> 124

S-5
<PAGE> 125
EXHIBIT T
TO THAT CERTAIN
AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX") AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

Any capitalized term used herein and not expressly defined herein
shall have the meaning ascribed to it in the Agreement.

[* ]

T-1
<PAGE> 126

]

T-2
<PAGE> 127
TABLE A TO EXHIBIT T

AMERICAN AIRLINES, INC.
ENGINE HEAVY MAINTENANCE

The following table sets forth the estimated maintenance cost for an
HSM, HSC and EHM in the years noted below.

YEAR EHM HSC HSM
---- --- --- ---

* * * *

T-3
<PAGE> 128
EXHIBIT U
TO THAT CERTAIN
AIRCRAFT SALES AGREEMENT BETWEEN
FEDERAL EXPRESS CORPORATION ("FEDEX") AND
AMERICAN AIRLINES, INC. ("AMERICAN")
DATED APRIL 7, 1995 (THE "AGREEMENT")

CERTIFICATE OF HIGH-HOUR AND HIGH-CYCLE AIRFRAME

This Certificate of High-Hour and High-Cycle Airframe is given by
Federal Express Corporation ("FedEx") pursuant to the Agreement. Any
capitalized term used herein and not expressly defined herein shall have the
meaning ascribed to it in the Agreement.

FedEx hereby certifies that as of the date of this Certificate, (i)
the highest flight cycle Airframe delivered to FedEx by American and accepted
by FedEx pursuant to the Agreement was the Airframe bearing U.S. Registration
No. ________________ and Manufacturer's Serial No. ______________ and (ii)
such Airframe had _______________ flight cycles since it was new. In making
the determination and certification of the number of flight hours and flight
cycles on such Airframe, FedEx is relying, without investigation, on the
information concerning the number of flight hours and flight cycles on the
Airframe on its Delivery Date contained in the Aircraft Delivery Certificate
that American delivered to FedEx in connection with the Delivery of the
Aircraft of which the Airframe identified above is a part.

Dated: _______________________________________

FEDERAL EXPRESS CORPORATION

By: _________________________________
Name: ________________________________
Title: _______________________________

U-1