exv10w32wu






Exhibit 10.32U




6-1162-AKP-118R2




American Airlines, Inc.

P. O. Box 619616

Dallas/Ft. Worth Airport, Texas 75261-9616




	 	 	 

	Subject:

	 	Confidentiality
	 
	 	 
	Reference:

	 	Purchase Agreement No. 1980 between The Boeing Company and
American Airlines, Inc. relating to Model 777-223IGW Aircraft





This letter agreement (“Letter Agreement”) is entered into on the date below and amends and
supplements the Purchase Agreement referenced above. All capitalized terms used herein but not
otherwise defined in this Letter Agreement shall have the same meanings assigned thereto in Exhibit
C to the Purchase Agreement or elsewhere in such Purchase Agreement. This Letter Agreement
supersedes and replaces in its entirety any and all previous versions of Letter Agreement
6-1162-AKP-118 dated as of October 31, 1997.



1. Confidentiality Obligation.




          1.1 Except as otherwise provided in this Letter Agreement, each party shall, and shall ensure
that its directors, officers, employees, Affiliates, agents, suppliers, subcontractors and
professional advisors (collectively, Representatives), at all times, maintain strict confidence and
secrecy in respect of all Confidential Information (as defined below). Each party agrees to
disclose Confidential Information only to such of its Representatives as is required for the
purpose of implementing and administering the Purchase Agreement, and shall inform such
Representatives of the confidential nature of the Confidential Information and instruct (and use
best reasonable efforts to cause) such Representatives to treat such Confidential Information in a
manner consistent with this Section 1.




          1.2 Neither party shall use the Confidential Information for any purpose (including any
competitive or commercial purpose) other than in connection with the Purchase Agreement and for
purposes of consummating the transactions contemplated thereby.




					
	 	 	 	 	 
	PA No. 1980
	 	SA No. 20
	 	 






 









 





American Airlines, Inc.

6-1162-AKP-118R2 Page 2



2. Definition of Confidential Information.




          2.1 Subject to the provisions of Section 2.2, “Confidential Information” means:




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



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




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


a)

b)

c)

d)

e)

f)

g)

h)

i)

j)

k)                    .




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




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


a)

b)

c)

d)

e)

f)

g)

h)

i)

j)




					
	 	 	 	 	 
	PA No. 1980
	 	SA No. 20
	 	 






 









 






American Airlines, Inc.

6-1162-AKP-118R2 Page 3




          2.2 The following shall not constitute “Confidential Information” for purposes of this Letter
Agreement:




                    2.2.1 Information (other than the terms and conditions of the Pre-Closing Letters and the
Business Letters) already in a party’s possession prior to its disclosure by the other party as
evidenced by the written or electronic records of such party;



                    2.2.2 Information obtained from a third person or entity that is not prohibited from
disclosing such information to the receiving party as a result of a contractual, legal or fiduciary
obligation to the party whose information is being disclosed;



                    2.2.3 Information that is or becomes generally available to the public, other than as a result
of disclosure by a party in violation of this Letter Agreement; or



                    2.2.4 Information that has been or is independently developed by a party or its Affiliates,
without violating such party’s obligations under this Letter Agreement.



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



3. Disclosure.




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





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




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




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



					
	 	 	 	 	 
	PA No. 1980
	 	SA No. 20
	 	 






 









 





American Airlines, Inc.

6-1162-AKP-118R2 Page 4





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




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




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



                    3.1.3 Either party may disclose Confidential Information without the consent of the other
party when and to the extent required by any law applicable to such party or by a Governmental
Authority. If a party (the “Disclosing Party”) is requested to disclose any Confidential
Information of the other party (the “Affected Party”) under the terms of a subpoena or order issued
by a Governmental Authority, it shall (i) notify the Affected Party immediately of the existence,
terms and circumstances surrounding such request, (ii) consult with the Affected Party on the
advisability of taking legally available steps to resist or narrow such request, and (iii) if any
disclosure of Confidential Information is required to prevent the Disclosing Party from being held
in contempt or subject to other legal penalty, furnish only such portion of the Confidential
Information as it is legally compelled to disclose and, at the request of the Affected Party, use
commercially reasonable efforts to assist the Affected Party in obtaining an order or other
reliable assurance that confidential treatment shall be accorded to the disclosed Confidential
Information; and



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




          3.3 In addition to disclosures of Confidential Information permitted by this Letter Agreement,
either party may disclose Confidential Information as and to the extent explicitly provided for in
the Purchase Agreement.



4. Remedies.




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



5. Conflicts.




					
	 	 	 	 	 
	PA No. 1980
	 	SA No. 20
	 	 






 









 






American Airlines, Inc.

6-1162-AKP-118R2 Page 5




          Subject to Section 2.3, to the extent of any conflict or inconsistency between the provisions
of this Letter Agreement and any provisions regarding confidentiality of information set forth in
the Purchase Agreements, the provisions of this Letter Agreement shall, to the extent of such
conflict or inconsistency, control.




					
	 	 	 	 	 
	PA No. 1980
	 	SA No. 20
	 	 






 









 






American Airlines, Inc.

6-1162-AKP-118R2 Page 6



6. Confidential Treatment.




          Customer and Boeing understand that certain commercial and financial information contained in
this Letter Agreement are considered by Boeing and Customer as confidential. Customer and Boeing
agree that each will treat this Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of the other, disclose this Letter
Agreement or any information contained herein to any other person or entity, except as provided in
this Letter Agreement or in the applicable Purchase Agreement.




	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	THE BOEING COMPANY	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its

	 	Attorney-In-Fact	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO this	 	 
	 
	 	 	 	 
	Date:                                         , 2011	 	 
	 
	 	 	 	 
	AMERICAN AIRLINES, INC.	 	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Its
	 	 	 	 
	 

	 	 	 	 





					
	 	 	 	 	 
	PA No. 1980
	 	SA No. 20