Supplemental
Agreement No. 32





to





Purchase
Agreement No. 1977





between





The
Boeing Company





and





American
Airlines, Inc.





Relating
to Boeing Model 737-800 Aircraft








THIS SUPPLEMENTAL AGREEMENT, entered
into as of June ____, 2009, (Supplemental Agreement Number 32) by and between
THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington,
(Boeing) and AMERICAN AIRLINES, INC., a Delaware corporation with offices in
Fort Worth, Texas, together with its successors and permitted
assigns (Customer);





WHEREAS,
Boeing and Customer entered into Purchase Agreement No. 1977 dated October 31,
1997, relating to Boeing Model 737-823 aircraft, as amended and
supplemented (the Purchase Agreement).  Capitalized terms used herein
without definitions shall have the meanings specified therefore in such Purchase
Agreement;





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





WHEREAS,
pursuant to Purchase Agreement No. 1977 Supplement Agreement No. 19 (“SA 19”),
Boeing and Customer have agreed to, among other things, [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT];





WHEREAS,
pursuant to Letter Agreement No. 6-1162-LAJ-936 titled Special Matters for Model
737, 757, 767 and 777 Aircraft (“Special Matters Letter”), Boeing and Customer
have agreed to, among other things, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT];





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





WHEREAS,
by taking delivery of up to and including [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT];





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





WHEREAS,
Customer desires to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];





WHEREAS,
Customer and Boeing desire to amend the Purchase Agreement to reflect the
following:





1)
            [CONFIDENTIAL
      PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
      REQUEST FOR CONFIDENTIAL TREATMENT]





2)
            [CONFIDENTIAL
      PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
      REQUEST FOR CONFIDENTIAL TREATMENT]





3)
            [CONFIDENTIAL
      PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
      REQUEST FOR CONFIDENTIAL
TREATMENT].





WHEREAS,
Customer and Boeing agree upon the delivery schedules set forth in Letter No.
6-1162-CLO-1059 dated February 26, 2009, C. Odegard to T. Horton, [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT];





WHEREAS,
Customer and Boeing Capital Corporation have agreed to [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT];





WHEREAS,
at the time of execution of Supplemental Agreement Number 30, the aircraft
serial numbers were not included in Table 1C [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT];





NOW
THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree to amend the Purchase Agreement as follows:








1.           Table of Contents, Articles,
Tables, Exhibits, and Letter Agreements:





1.1          The
Table of Contents is removed in its entirety and replaced with a revised Table
of Contents, attached hereto, which sets for the appropriate SA-32 references
and adds [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].  The Table of
Contents is hereby made part of the Purchase Agreement.





1.2           Table
1C [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is deleted in its entirety and
replaced with a revised Table 1C, attached hereto, which adds [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]. Revised Table 1C is hereby made part of the
Purchase Agreement.





1.3           Supplemental
Exhibit BFE1 entitled “Buyer Furnished Equipment Variables” is deleted in its
entirety and replaced with a revised BFE1, attached hereto, which sets forth the
preliminary on-dock dates for the Aircraft scheduled for delivery in
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].





1.4           Letter
Agreement No. 6-1162-CLO-1082 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].  Letter Agreement No. 6-1162-CLO-1082 entitled “Advance
Payments and Permitted Transactions 2” is hereby made part of the Purchase
Agreement.





2.           Leased Aircraft
Consent.





Except as
set forth in Section 3, below, no further consent shall be required from Boeing
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].  The agreement set forth in
the previous sentence of this Section 2 shall remain in effect whether or not
any Aircraft scheduled for delivery from Boeing to Customer [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].  Except as set forth in this Letter
Agreement, Customer’s obligations as set forth in Letter Agreement No.
6-1162-AKP-071R1 entitled “Purchase Obligations” shall remain in full force and
effect.





3.           Leased Aircraft
Configuration.





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





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





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





5.           Excusable Delay
Schedule.





Customer
and Boeing agree upon the delivery schedules set forth in Letter No.
6-1162-CLO-1059 dated February 26, 2009, C. Odegard to T. Horton, [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT], copy attached.





6.           Advance Payment for
Aircraft.





Customer
and Boeing agree that as of the date of this Supplemental Agreement,
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].





The
Purchase Agreement will be deemed to be amended to the extent provided herein
and as so amended will continue in full force and effect.  In the
event of any inconsistency between the above provisions and the provisions
contained in the referenced exhibits to this Supplemental Agreement, the terms
of the exhibits will control.





EXECUTED
IN DUPLICATE as of the day and year first above written.





THE
BOEING
COMPANY                                                                                     AMERICAN
AIRLINES, INC.











By:                       By:








Its:
Attorney-In-Fact                                                                           Its:





P.A.
No. 1977                                                         
SA-32
 AAL
 BOEING
PROPRIETARY