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 Letter Agreement No. 6-1162-CLO-1082 entitled “Advance Payments and Permitted Transactions 2”.
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 entitled “Advance Payments and Permitted Transactions 2”, attached hereto, [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