Supplemental Agreement No. 32 to Purchase Agreement No. 1980 between The Boeing Company and American airlines, inc Relating to Boeing Model 777 Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into this _30th__ day of     September        , 2012, (SA‑32) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (Boeing) and American Airlines, Inc. (Customer);

RECITALS:

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 1980 dated as of October 31, 1997, as amended and supplemented relating to Boeing Model 777 aircraft (the Purchase Agreement) (capitalized terms used herein without definition shall have the meanings specified therefore in such Purchase Agreement);

WHEREAS, Customer desires to exercise its QADP rights of one 777‑323ER Aircraft scheduled for delivery during the [*CTR] quarter of [*CTR] Delivery Aircraft);

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

The “Table of Contents” to the Purchase Agreement is deleted in its entirety and a revised “Table of Contents,” attached hereto and identified with an “SA‑32” legend is substituted in lieu thereof to reflect the changes made by this SA‑32.

Table 1‑8 entitled “777‑323ER Aircraft Delivery, Description, Price and Advance Payments” is deleted in its entirety and a revised Table 1‑8, attached hereto and identified with an “SA‑32” legend is substituted in lieu thereof to add the exercised [*CTR] Delivery Aircraft.

Attachment C entitled “Information Regarding QADP Rights to Letter Agreement No. 6‑1162‑AKP‑110R3” is deleted in its entirety and a revised Attachment C

(Revised Attachment C) is substituted in lieu thereof to reflect the exercised [*CTR] Delivery Aircraft.

Boeing acknowledges that Customer is a debtor in possession under chapter 11 of title 11 of the United States Code (the Bankruptcy Code) in the cases styled “In re AMR Corporation, et al.” pending in the United States Bankruptcy Court for the Southern District of New York, case no. 11‑15643 (SHL) (Jointly Administered). Customer believes that it has all requisite authority to enter into this Supplemental Agreement No. 32. The parties agree that this Supplemental Agreement No. 32 does not constitute an assumption, rejection, or assumption and assignment of the Purchase Agreement or cause the Purchase Agreement as a whole to become a new post‑petition agreement and that entry into this Supplemental Agreement No. 32 shall not affect any rights of Customer or Boeing under the Bankruptcy Code.