Common use of Negotiated Agreement; Entire Agreement Clause in Contracts

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. * * * * * * * * * * * * * * * * DATED AS OF JUNE 6, 1997 ATLAS AIR, INC. THE BOEING COMPANY By /s/ M.A. Chowxxx By /s/ Dawn X. Xxxxxx ------------------------- ------------------------ Its CEO Its Attorney-In-Fact ------------------------- ------------------------ -3- P.A. No. 2021 7 Table 1GE to Purchase Agreement 2021 Aircraft Delivery, Description, Price and Advance Payments

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. * * * * * * * * * * * * * * * ****************** DATED AS OF JUNE 6, 1997 ATLAS AIR, INC. 15 - September 2000 LAN CHILE S.A. THE BOEING COMPANY By /s/ M.A. Chowxxx \s\ Carlos Prado C. By /s/ Dawn X. Xxxxxx ------------------------- ------------------------ \s\ Lyn A. Johnson ------------------------------------------------ ------------------- Its CEO Senior Vice President Corporate Investments Its Attorney-In-Fact ------------------------- ------------------------ -3- P.A. No. 2021 7 Table 1GE to Purchase Agreement 2021 Aircraft Delivery, Description, Price and Advance Payments------------------------------------------- --------------------

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. * * * * * * * * * * * * * * * * DATED AS OF JUNE 6June 30 , 1997 ATLAS AIR2000 ------------------------------ American Trans Air, INC. Inc. THE BOEING COMPANY By /s/ M.A. Chowxxx Xxxxxxx X. Xxxxx By /s/ Dawn X. X.X. Xxxxxx ---------------------------------------- ------------------------- ------------------------ Its CEO Executive Vice President & CFO Its AttorneyATTORNEY-InIN-Fact ------------------------- ------------------------ -3- P.A. No. 2021 7 Table 1GE to Purchase Agreement 2021 Aircraft Delivery, Description, Price and Advance PaymentsFACT --------------------------------------- -------------------------

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 11.2 of the AGTA relating to insurance, and Article 11 12 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. * * * * * * * * * * * * * * * * DATED AS OF JUNE 6October 21, 1997 ATLAS AIR---------------- DELTA AIR LINES, INC. THE BOEING COMPANY By /s/ M.A. Chowxxx Leo X. Xxxxxx By /s/ Dawn X. Xxxxxx R.B. Xxxxxxx ------------------------- ------------------------ -------------------- Its President and CEO Its Attorney-In-Fact President ------------------------- ------------------------ -3- P.A. No. 2021 7 Table 1GE to Purchase Agreement 2021 Aircraft Delivery, Description, Price and Advance Payments--------------------

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 11.2 of the AGTA relating to insurance, and Article 11 12 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. * * * * * * * * * * * * * * * * DATED AS OF JUNE 6October 21, 1997 ATLAS AIRDELTA AIR LINES, INC. THE BOEING COMPANY By /s/ M.A. Chowxxx Leo X. Xxxxxx By /s/ Dawn X. Xxxxxx ------------------------- ------------------------ R.B. Xxxxxxx ------------------ ---------------- Its President and CEO Its Attorney-In-Fact ------------------------- ------------------------ -3- P.A. No. 2021 7 Table 1GE to Purchase Agreement 2021 Aircraft Delivery, Description, Price and Advance PaymentsPresident

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price Price, and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. * * * * * * * * * * * * * * * * DATED AS OF JUNE 6XXXXXX 0, 1997 ATLAS AIR0000 XXXXX EASTERN AIRLINES CORPORATION, INC. THE BOEING COMPANY LTD. By /s/ M.A. Chowxxx Xxxx Xx By /s/ Dawn X. X.X. Xxxxxx ------------------------- ------------------------ ---------------------------------- ------------------------------------- Its CEO Its AttorneyATTORNEY-InIN-Fact ------------------------- ------------------------ -3- P.A. NoFACT --------------------------------- CHINA EASTERN AVIATION IMPORT, CHINA AVIATION SUPPLIES IMPORT AND & EXPORT CORPORATION. 2021 7 Table 1GE to Purchase Agreement 2021 Aircraft Delivery, Description, Price and Advance PaymentsEXPORT CORPORATI0N By /s/ Fan Erning By /s/ Xxx Xxxxxxx ---------------------------------- ------------------------------------- Its Its --------------------------------- ------------------------------------

Negotiated Agreement; Entire Agreement. This Purchase AgreementAgreement including, including without limitation, the provisions of Article 8.2 8 of the AGTA relating to indemnification and insurance, and Article Section 11 of Part 2 of Exhibit C of the AGTA Product Assurance Document relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, DAMAGES has been the subject of discussion and negotiation and is understood by the parties; the . The Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, Agreement contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. * * * * * * * * * * * * * * * * DATED AS OF JUNE 6, 1997 ATLAS AIRTHE DATE FIRST ABOVE WRITTEN AMERICAN AIRLINES, INC. THE BOEING COMPANY By /s/ M.A. Chowxxx By /s/ Dawn X. Xxxxxx ------------------------- ------------------------ -------------------------- ---------------------------- Its CEO Its Attorney-In-Fact ------------------------- ------------------------ -3- P.A. No. 2021 7 Table 1GE to Purchase Agreement 2021 Aircraft Delivery, Description, Price and Advance Payments-------------------------- ----------------------------

Negotiated Agreement; Entire Agreement. This Purchase AgreementAgreement including, including without limitation, the provisions of Article 8.2 8 of the AGTA relating to indemnification and insurance, and Article Section 11 of Part 2 of Exhibit C of the AGTA Product Assurance Document relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, DAMAGES has been the subject of discussion and negotiation and is understood by the parties; the . The Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, Agreement contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. * * * * * * * * * * * * * * * * DATED AS OF JUNE 6, 1997 ATLAS AIRTHE DATE FIRST ABOVE WRITTEN AMERICAN AIRLINES, INC. THE BOEING COMPANY By /s/ M.A. Chowxxx By /s/ Dawn X. Xxxxxx ------------------------- ------------------------ ------------------------------- ------------------------------- Its CEO Its Attorney-In-Fact ------------------------- ------------------------ -3- P.A. No. 2021 7 Table 1GE to Purchase Agreement 2021 Aircraft Delivery, Description, Price and Advance Payments------------------------------ ------------------------------

Negotiated Agreement; Entire Agreement. This Purchase AgreementAgreement including, including without limitation, the provisions of Article 8.2 8 of the AGTA relating to indemnification and insurance, and Article Section 11 of Part 2 of Exhibit C of the AGTA Product Assurance Document relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, DAMAGES has been the subject of discussion and negotiation and is understood by the parties; the . The Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, Agreement contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. * * * * * * * * * * * * * * * * DATED AS OF JUNE 6, 1997 ATLAS AIRTHE DATE FIRST ABOVE WRITTEN AMERICAN AIRLINES, INC. THE BOEING COMPANY By /s/ M.A. Chowxxx By /s/ Dawn X. Xxxxxx ------------------------- ------------------------ -------------------------- -------------------------- Its CEO Its Attorney-In-Fact ------------------------- ------------------------ -3- P.A. No. 2021 7 Table 1GE to Purchase Agreement 2021 Aircraft Delivery, Description, Price and Advance Payments-------------------------- --------------------------

Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA AGTA-ILF relating to Buyer's indemnification of Boeing and insurance, and Article 11 12 of Part 2 of Exhibit C of the AGTA to AGTA-ILF relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA-ILF, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. * * * * * * * * * * * * * * * * DATED AS OF JUNE 6JULY 30, 1997 ATLAS AIR, INC. 1999 INTERNATIONAL LEASE FINANCE CORPORATION THE BOEING COMPANY By /s/ M.A. Chowxxx Martx Xxxxx By /s/ Dawn X. Xxxxxx ------------------------- ------------------------ A. P. Xxxxxxxxx -------------------------------- --------------------------------- Its CEO Asst. Vice President Its Attorney-Inin-Fact ------------------------- ------------------------ -3- P.A. No. 2021 7 Table 1GE to Purchase Agreement 2021 Aircraft Delivery, Description, Price and Advance Payments-------------------------------- ---------------------------------