exv10w32wc






Exhibit 10.32C




Purchase Agreement No. 1980




between



The Boeing Company



and



American Airlines, Inc.



____________________



          This Purchase Agreement No. 1980 dated as of October 31, 1997 between The Boeing Company and
American Airlines, Inc. relating to the purchase and sale of Model 777 Aircraft hereby expressly
incorporates by reference all of the terms and conditions of the AGTA.



Article 1. Quantity, Model and Description.




          Boeing will manufacture and sell to Customer, and Customer will purchase, the Aircraft
conforming to the Detail Specification, all in accordance with the terms of this Purchase
Agreement. The quantity of Aircraft is specified in the applicable Table 1, 2, or 3 attached
hereto and made a part hereof for all purposes.



Article 2. Delivery Schedule.




          The Scheduled Delivery Months of the Aircraft are as listed in the attached
Tables 1, 2, or 3.



Article 3. Price.




          3.1 Basic Price. The Aircraft Basic Price (subject to escalation in accordance with
the applicable provisions of the Purchase Agreement) for each Aircraft is listed in the applicable
Table 1, 2, or 3.




          3.2 Advance Payment Base Price. The Advance Payment Base Price for each Aircraft is
listed in the applicable Table 1, 2, or 3.




          3.3 Aircraft and Advance Payment Price Components. The components of the Aircraft
Basic Price and the calculation of the Advance Payment Base Prices for the Aircraft are listed in
the applicable Table 1, 2, or 3.




P.A. No. 1980

SA 20




1









 




Article 4. Payment.




          4.1 Deposit. Boeing acknowledges receipt of a Deposit or Proposal Deposit as
applicable for each Aircraft.




          4.2 Advance Payments. Customer will make Advance Payments to Boeing in the amount of
35% of the Advance Payment Base Price of each Aircraft in accordance with the payment schedule set
forth in the attached applicable Table 1, 2, or 3, beginning with a payment of 1%, less the
Deposit, on the date of full execution of this Purchase Agreement. Additional Advance Payments for
each Aircraft are due on the first business day of the months and in the amounts listed in the
attached applicable Table 1, 2, or 3.




          4.3 Advance Payments Due. For any Aircraft whose Scheduled Delivery Month is less
than 24 months from the date of this Purchase Agreement, the total amount of Advance Payments due
upon the date of full execution of this Purchase Agreement will include all Advance Payments which
are or were due on or before that date in accordance with the Advance Payment schedule set forth in
the attached applicable Table 1, 2, or 3.




          4.4 Payment of Balance. Customer will pay the balance of the Aircraft Price of each
Aircraft, less the total amount of Advance Payments and Deposits received by Boeing for such
Aircraft, at delivery in accordance with the terms and conditions of the Purchase Agreement.



Article 5. Miscellaneous.




          5.1 Aircraft Information Table. Tables 1, 2, and 3 contain and consolidate
information contained in Articles 1, 2 and 3 of this Purchase Agreement with respect to (i)
quantity of Aircraft, (ii) applicable Detail Specification, (iii) Scheduled Delivery Months, (iv)
Aircraft Basic Price, (v) applicable escalation factors, (vi) Advance Payment Base Prices, and
(vii) Advance Payments and their schedules.




          5.2 Aircraft Configuration. The applicable Exhibit A to this Purchase Agreement
contains the configuration information for the Aircraft including the Detail Specification and
Optional Features.




          5.3 Aircraft Delivery Requirements and Responsibilities. Exhibit B to this Purchase
Agreement contains certain documentation and approval responsibilities of Customer and Boeing.




          5.4 Defined Terms. Exhibit C to this Purchase Agreement contains certain defined
terms used in the AGTA or elsewhere in this Purchase Agreement. All capitalized terms used in this
Purchase Agreement but not otherwise defined shall have the meaning set forth in Exhibit C to this
Purchase Agreement or elsewhere in this Purchase Agreement.




P.A. No. 1980

SA 20




2









 





          5.5 BFE Variables. The applicable Supplemental Exhibit BFE1 to this Purchase
Agreement contains vendor selection dates, on-dock dates and other variables applicable to the
Aircraft pursuant to the BFE Provisions Document.




          5.6 Customer Support Variables. The applicable Supplemental Exhibit CS1 to this
Purchase Agreement contains the variable information applicable to goods and services furnished by
Boeing in support of the Aircraft pursuant to the Customer Support Document.




          5.7 SLP Components. Supplemental Exhibit SLP1 to this Purchase Agreement lists the
airframe, landing gear and other components covered by the Service Life Policy for the Aircraft as
defined in Part 3 of the Product Assurance Document.




          5.8 Engine Escalation Variables. The applicable Supplemental Exhibits EE1 to this
Purchase Agreement contain the applicable escalation formula, warranty, and patent indemnity for
the Engines.




          5.9 Negotiated Agreement; Entire Agreement. This Purchase Agreement including,
without limitation, the provisions of Article 8 of the AGTA relating to indemnification and
insurance, and Section 11 of Part 2 of the Product Assurance Document 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 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 THE DATE FIRST ABOVE WRITTEN




	 	 	 	 	 	 	 	 	 	 	 

	AMERICAN AIRLINES, INC.	 	 	 	THE BOEING COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By

	 	 

	 	 	 	By
	 	 

	 	 
	Its

	 	 

	 	 	 	Its
	 	 

	 	 






P.A. No. 1980

SA 20




3