exv10w32ww






Exhibit 10.32W



AAL-PA-1980-LA-1003536




American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616




	 	 	 	 	 

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

	 	a)
	 	Customer Services General Terms
Agreement No. 23-1 (the CSGTA)
between The Boeing Company (Boeing)
and American Airlines, Inc.
(Customer)
	 
	 	 	 	 
	 

	 	b)
	 	Purchase Agreement No. 1980 (Purchase Agreement), dated
as of October 31, 1997, as amended and supplemented, between Boeing and
Customer
	 
	 	 	 	 
	 

	 	c)
	 	Aircraft General Terms Agreement AGTA-AAL (AGTA), dated
as of October 31, 1997, as amended and supplemented, between Boeing and
Customer





This Order incorporates the terms and conditions of the CSGTA. All terms used but not defined in
this Order have the same meaning as in the CSGTA. In this Order, the term “Aircraft” means the
Model 777-323ER aircraft that are listed in Attachment B1.



1. Description of Agreement



This Order represents the agreement of the parties to the terms and conditions under which Boeing
will provide, for the Aircraft, a “Service” as defined in Article 2.30 of Part 1 of the CSGTA.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].





			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 








American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 2



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



Customer has selected [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].



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



3. Flight Manuals




     3.1 Delivery of Airplane Flight Manuals


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




     3.2 Flight Manual Revisions


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






			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 






American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 3





4. Administrative Fees




     4.1. New Sub-Fleet Program Initialization


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




     4.2 Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]Sub-Fleets


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




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


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




     4.4 [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].



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




      5.1 New Aircraft


The configuration of the Aircraft (set forth in Exhibit A-1 to the Purchase Agreement) for Aircraft
to be delivered by Boeing to Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].







			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 






American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 4





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




     5.2 [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].




     5.3 Other Aircraft


[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].




     5.4 Aircraft on Operating Lease


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



6. Projected TOW and Actual TOW



[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].



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







			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 





American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 5






[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].



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




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



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



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


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




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



     8.2 Boeing will provide an invoice for any payments due to Boeing and such payments will be
made under the terms of this Order and the CSGTA.


9. Protection of Asset Value



As long as the Aircraft are in the legal possession of Customer [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].







			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 






American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 6





[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].



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



10. Default



[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].



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



11. Term of [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].



12. [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].










			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 






American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 7





13. Notices



The ATOW reported annually and the notices related to the sale, lease or other disposition of
Aircraft subject to this Program will be addressed as follows:




	 	 	 	 	 

	 	 	Boeing Commercial Airplanes

P.O. Box 3707

Seattle, Washington 98124-2207

U.S.A.
	 
	 	 	 	 
	 

	 	Attention:
	 	Director
	 

	 	 	 	Aircraft Contracts
	 

	 	 	 	MC 21-43
	 
	 	 	 	 
	 

	 	Attention:
	 	Director
	 

	 	 	 	Airline Analysis Marketing
	 

	 	 	 	MC 21-46






			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 






American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 8




All notices to Customer required by this [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be sent in the manner
required by the CSGTA and with a copy to:




	 	 	 	 	 

	 	 	American Airlines, Inc.
	 	 	4333 Amon Carter Boulevard
	 	 	MD 5423 HDQ
	 	 	Fort Worth, Texas 76155
	 
	 	 	 	 
	 

	 	Attention:
	 	Managing Director
	 

	 	 	 	Operations Engineering
	 
	 	 	 	 
	and
	 	 	 	 
	 
	 	 	 	 
	 	 	American Airlines, Inc.
	 	 	4333 Amon Carter Boulevard
	 	 	MD 5569 HDQ
	 	 	Fort Worth, Texas 76155
	 
	 	 	 	 
	 

	 	Attention:
	 	Vice President, Corporate Development and Treasurer





14. Performance Guarantees



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



15. [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].



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




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





			
	 	 	 
	P.A. No. 1980
	 	SA-20






 









 






American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 9




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



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


17. Confidentiality



The terms and conditions of this Order and the reports required hereunder shall be considered to be
confidential and shall not be disclosed by either party (except as reasonably necessary to its
respective employees, insurers, auditors or professional advisors) without the prior written
consent of the other party.



Please indicate your acceptance of this Order by returning one (1) executed copy to the attention
of the undersigned.



THE BOEING COMPANY




By                                                             




Its Attorney-In-Fact




ACCEPTED AND AGREED TO this




Date:                                         , 2011




AMERICAN AIRLINES, INC.




By                                                             




Its                                                             




Customer’s Purchase Order Number:




                                                            






			
	 	 	 
	P.A. No. 1980
	 	SA-20






 









 





American Airlines, Inc.

AAL-PA-1980-LA-1003536 Page 1




TABLE 1 — 777 AIRCRAFT

[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]*



Months
Before Aircraft Enters [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]



([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]








			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 






American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 1






Definitions



[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].



[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].



[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]:





	 	1.	 	The configuration of the Aircraft in Exhibit A-1 to the Purchase Agreement;
	 
	 	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]
	 
	 	4.	 	The certified weight of the Aircraft at Delivery.




Data Requirements for the Calculation of [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].








			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 







American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 2




Data Requirements for the Calculation of [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].



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



Step 1:



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







			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 






American Airlines, Inc.

Attachment A to AAL-PA-1980-LA-1003536

Page 3





Step 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]




                                                            




Where:




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


P1 =



P2 =



P3 =



F1 =



F2 = .



F3 =





			
	 	 	 
	P.A. No. 1980
	 	SA-20







 









 








American Airlines, Inc.

Attachment B to AAL-PA-1980-LA-1003536



CSGTA Order [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]



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






			
	 	 	 
	P.A. No. 1980
	 	SA-20






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