exv4w12






Exhibit 4.12




EXECUTION VERSION




 

 






NOTE PURCHASE AGREEMENT




Dated as of January 25, 2011



among



AMERICAN AIRLINES, INC.,



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Pass Through Trustee under each of the Pass Through Trust Agreements



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent



U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent



and



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Paying Agent



 

 




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Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 1.

	 	Financing of Aircraft
	 	 	3	 
	 
	 	 	 	 	 	 
	Section 2.

	 	Conditions Precedent
	 	 	7	 
	 
	 	 	 	 	 	 
	Section 3.

	 	Representations and Warranties
	 	 	8	 
	 
	 	 	 	 	 	 
	Section 4.

	 	Covenants
	 	 	12	 
	 
	 	 	 	 	 	 
	Section 5.

	 	Depositary Downgrade and Replacement of Depositary
	 	 	15	 
	 
	 	 	 	 	 	 
	Section 6.

	 	Notices
	 	 	16	 
	 
	 	 	 	 	 	 
	Section 7.

	 	Expenses
	 	 	17	 
	 
	 	 	 	 	 	 
	Section 8.

	 	Further Assurances
	 	 	17	 
	 
	 	 	 	 	 	 
	Section 9.

	 	Miscellaneous
	 	 	18	 
	 
	 	 	 	 	 	 
	Section 10.

	 	Governing Law
	 	 	19	 
	 
	 	 	 	 	 	 
	Schedule I

	 	Aircraft and Existing Financings	 	 	 	 
	Schedule II

	 	Trust Supplements	 	 	 	 
	Schedule III

	 	Required Terms	 	 	 	 
	 
	 	 	 	 	 	 
	Annex A

	 	Definitions	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A

	 	Form of Funding Notice	 	 	 	 
	Exhibit B

	 	Form of Participation Agreement	 	 	 	 
	Exhibit C

	 	Form of Indenture and Security Agreement	 	 	 	 









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NOTE PURCHASE AGREEMENT




          This NOTE PURCHASE AGREEMENT, dated as of January 25, 2011, is made by and among (i)
AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted
assigns, the “Company”), (ii) U.S. BANK TRUST NATIONAL ASSOCIATION (“U.S.
Bank”), a national banking association, not in its individual capacity except as otherwise
expressly provided herein, but solely as trustee (in such capacity, together with any successor in
interest and any successor or other trustee appointed as provided in the applicable Pass Through
Trust Agreement (as defined below), the “Pass Through Trustee”) under each of the two
separate Pass Through Trust Agreements, (iii) U.S. BANK TRUST NATIONAL ASSOCIATION, a
national banking association, as subordination agent and trustee (in such capacity together with
its successors in such capacity, the “Subordination Agent”) under the Intercreditor
Agreement (as defined below), (iv) U.S. BANK NATIONAL ASSOCIATION, a national banking
association, as Escrow Agent (in such capacity together with its successors in such capacity, the
“Escrow Agent”), under each of the Escrow and Paying Agent Agreements (as defined below),
and (v) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Paying
Agent (in such capacity together with its successors in such capacity, the “Paying Agent”)
under each of the Escrow and Paying Agent Agreements.




WITNESSETH:




          WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in Annex A hereto;




          WHEREAS, the Company owns the seven Boeing aircraft described in Part One of Schedule I hereto
(each, an “Earlier Maturing Mortgaged Aircraft”, and collectively, the “Earlier
Maturing Mortgaged Aircraft”), which Earlier Maturing Mortgaged Aircraft are subject to certain
mortgage financings described under the heading “Existing Financing” in Part One of Schedule I
hereto (each such financing, an “Earlier Maturing Mortgage Financing”);




          WHEREAS, the Company owns the 13 Boeing aircraft described in Part Two of Schedule I hereto
(each, a “2001-1 Aircraft”, and collectively, the “2001-1 Aircraft”), which 2001-1
Aircraft are subject to the enhanced equipment trust certificate financing described under the
heading “Existing Financing” in Part Two of Schedule I hereto (such financing, the “2001-1
EETC”);




          WHEREAS, the Company owns the three Boeing aircraft described in Part Three of Schedule I
hereto (each, a “Later Maturing Mortgaged Aircraft”, and collectively, the “Later
Maturing Mortgaged Aircraft”), which Later Maturing Mortgaged Aircraft are subject to certain
mortgage financings described under the heading “Existing Financing” in Part Three of Schedule I
hereto (each such financing, a “Later Maturing Mortgage Financing”);




          WHEREAS, the Company owns the four Boeing aircraft described in Part Four of Schedule I hereto
(each, a “2001-2 Aircraft”, and collectively, the “2001-2 Aircraft”, and, together
with the Earlier Maturing Mortgaged Aircraft, the 2001-1 Aircraft and the Later Maturing Mortgaged
Aircraft, each, an “Encumbered Aircraft”, and collectively, the “Encumbered
Aircraft”), which 2001-2 Aircraft are subject to the enhanced equipment trust





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certificate financing described under the heading “Existing Financing” in Part Four of
Schedule I hereto (such financing, the “2001-2 EETC”, and together with the Earlier
Maturing Mortgage Financings, the 2001-1 EETC, the Later Maturing Mortgage Financings, each such
financing, an “Existing Financing”, and collectively, the “Existing Financings”);




          WHEREAS, the Company owns the three Boeing aircraft described in Part Five of Schedule I
hereto (each, an “Unencumbered Aircraft” and, collectively, the “Unencumbered
Aircraft”, and together with the Encumbered Aircraft, each, an “Aircraft”, and
collectively, the “Aircraft”), and such Unencumbered Aircraft are not subject to
financings;




          WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the Trust Supplements
described in Schedule II hereto, and concurrently with the execution and delivery of this Note
Purchase Agreement, two separate grantor trusts (the “Class A Pass Through Trust” and the
“Class B Pass Through Trust”, respectively, and collectively, the “Pass Through
Trusts” and, individually, each a “Pass Through Trust”) have been created to facilitate
certain of the transactions contemplated hereby, including, without limitation, the issuance and
sale of pass through certificates pursuant thereto (together with any other pass through
certificates for which such pass through certificates may be exchanged, collectively, the
“Certificates”) to provide financing, among other things, for the purchase by such Pass
Through Trusts of the Equipment Notes to be issued in respect of, and secured by a security
interest in, each of the Aircraft;




          WHEREAS, the Company has entered into the Underwriting Agreement, dated as of January 20, 2011
(as amended, supplemented or otherwise modified from time to time in accordance with its terms, the
“Underwriting Agreement”) with the Underwriters named therein (the “Underwriters”)
which provides that the Company will cause the Pass Through Trustee under the Class A Pass Through
Trust (the “Class A Pass Through Trustee”), and the Pass Through Trustee under the Class B
Pass Through Trust (the “Class B Pass Through Trustee”) to issue and sell the Class A
Certificates and the Class B Certificates, respectively, to the Underwriters on the Issuance Date;




          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement,
(i) the Escrow Agent and the Depositary have entered into that certain Deposit Agreement
(Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust and that
certain Deposit Agreement (Class B), dated as of the Issuance Date, relating to the Class B Pass
Through Trust (each such agreement, as amended, supplemented or otherwise modified from time to
time in accordance with its terms, a “Deposit Agreement” and collectively, the “Deposit
Agreements”) whereby the Escrow Agent agreed to direct the Underwriters to make certain
deposits referred to therein on the Issuance Date (the “Initial Deposits”) and to permit
the applicable Pass Through Trustees to make additional deposits from time to time thereafter (the
Initial Deposits together with such additional deposits are collectively referred to as the
“Deposits”), and (ii) the Underwriters, the applicable Pass Through Trustees, the
Paying Agent and the Escrow Agent have entered into that certain Escrow and Paying Agent Agreement
(Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust and that
certain Escrow and Paying Agent Agreement (Class B), dated as of the Issuance Date, relating to the






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Class B Pass Through Trust (each such agreement, as amended, supplemented or otherwise
modified from time to time in accordance with its terms, an “Escrow and Paying Agent
Agreement”, and collectively, the “Escrow and Paying Agent Agreements”), whereby, among
other things, (a) the Underwriters agreed to deliver an amount equal to the amount of the
Initial Deposits to the Depositary on behalf of the applicable Escrow Agent and (b) the
applicable Escrow Agent, upon the Depositary receiving such Initial Deposits, agreed to deliver
escrow receipts to be affixed to each Certificate;




          WHEREAS, subject to the terms and conditions of this Note Purchase Agreement, each Pass
Through Trustee and each of the Subordination Agent, U.S. Bank and the Company will enter into the
applicable Financing Agreements to which it is intended to be a party relating to each Aircraft;




          WHEREAS, upon the financing of each Aircraft, each Pass Through Trustee will fund its purchase
of the related series of Equipment Notes in respect of such Aircraft with the proceeds of one or
more Deposits withdrawn by the applicable Escrow Agent under the related Deposit Agreement bearing
the same interest rate as the Certificates issued by the applicable Pass Through Trust; and




          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement,
(i) the Class A Liquidity Provider has entered into the Class A Liquidity Facility for the
benefit of the holders of the Certificates issued by the Class A Pass Through Trust and the Class B
Liquidity Provider has entered into the Class B Liquidity Facility for the benefit of the holders
of the Certificates issued by the Class B Pass Through Trust, in each case with the Subordination
Agent, as agent for the Pass Through Trustee on behalf of each such Pass Through Trust and
(ii) the Pass Through Trustees, the Liquidity Providers and the Subordination Agent have
entered into the Intercreditor Agreement.




          NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein
contained and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:




          SECTION 1. Financing of Aircraft.




          (a) Agreement to Finance. The Company agrees:





     (i) to finance the Later Maturing Mortgaged Aircraft and the 2001-2 Aircraft
in the manner provided herein, all on and subject to the terms and conditions hereof
and of the applicable Financing Agreements, by the date referred to in clause (a) of
the definition of Delivery Period Termination Date;




     (ii) to finance the Earlier Maturing Mortgaged Aircraft and the 2001-1
Aircraft in the manner provided herein, all on and subject to the terms and
conditions hereof and of the applicable Financing Agreements, by July 25, 2011; and




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     (iii) to finance the Unencumbered Aircraft in the manner provided herein, all
on and subject to the terms and conditions hereof and of the applicable Financing
Agreements, within 90 days after the date hereof.




     (b) Funding Notice. In furtherance of the foregoing, and in respect of each
Aircraft, the Company agrees to give the parties hereto, the Depositary and each of the
Rating Agencies not less than two Business Days’ prior notice (or, in the case of a
substitute Funding Notice under Section 1(f), one Business Day’s prior notice),
substantially in the form of Exhibit A hereto (each, a “Funding Notice”), of the
date (which date shall not be earlier than the seventh day after the date of establishment
of the relevant Deposit unless the seven-day requirement set forth in the first sentence of
Section 2.3(a) of each Deposit Agreement has been waived by the applicable
Depositary pursuant to the last sentence of Section 2.3(a) of such Deposit Agreement
and not reinstated pursuant to the last sentence of Section 2.3(a) of such Deposit
Agreement) scheduled for the financing as contemplated hereby in respect of such Aircraft
(the “Funding Date”), which notice shall:




     (i) specify the Funding Date of such Aircraft (which shall be a Business Day
on or prior to the Cut-Off Date);




     (ii) instruct each Pass Through Trustee to enter into the Participation
Agreement included in the Financing Agreements with respect to such Aircraft in such
form and at such a time on or before the Funding Date as specified in such Funding
Notice and to perform its obligations thereunder;




     (iii) instruct each Pass Through Trustee to deliver to the applicable Escrow
Agent the “Withdrawal Certificate” and the related “Applicable Notice of Purchase
Withdrawal” contemplated by Section 1.02(c) of the applicable Escrow and
Paying Agent Agreement with respect to the Equipment Notes to be issued to such Pass
Through Trustee in connection with the financing of such Aircraft; and




     (iv) specify the aggregate principal amount of each series of Equipment Notes
to be issued, and purchased by each Pass Through Trustee, in connection with the
financing of such Aircraft scheduled to be consummated on such Funding Date (which
aggregate principal amount shall be as specified in, or as adjusted in accordance
with, as the case may be, the Required Terms).



          (c) [Reserved].





     (d) Entering into Financing Agreements. Upon receipt of a Funding Notice, each
Pass Through Trustee shall, and shall cause the Subordination Agent to, enter into and
perform their obligations under each applicable Participation Agreement and follow the other
instructions specified in such Funding Notice; provided that, with respect to each
Aircraft to be financed:




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     (i) subject to clauses (ii)-(iv) immediately below, the applicable
Participation Agreement and the applicable Indenture, as executed and delivered,
shall be substantially in the respective forms thereof annexed hereto and
(x) the amortization schedule for each Equipment Note shall be as set forth
in the relevant table attached as part of Schedule III hereto and (y) the
relevant Financing Agreements shall provide for the purchase by the applicable Pass
Through Trustee of Equipment Notes of the related series in the principal amounts
specified in Schedule III hereto;




     (ii) subject to clauses (iii) and (iv) immediately below, if (x) the
Company shall have obtained from each Rating Agency a Rating Agency Confirmation
with respect to each Class of Certificates then rated by such Rating Agency in
connection with any material modifications of the applicable Financing Agreements
from the forms of Financing Agreements annexed hereto (including the form of
Equipment Note included in the form Indenture annexed hereto) and delivered such
Rating Agency Confirmation to each Pass Through Trustee on or before the applicable
Funding Date or (y) such Rating Agency Confirmation shall have been obtained
with respect to material modifications of the Financing Agreements relating to
another or any Aircraft or with respect to material modifications of the forms of
the Financing Agreements annexed hereto and the applicable Financing Agreements
incorporate such material modifications without additional material modifications,
the applicable Financing Agreements, as executed and delivered, may incorporate such
material modifications, if any;




     (iii) the applicable Financing Agreements, as executed and delivered, shall
comply with the Required Terms; and




     (iv) the Company is not required to obtain or deliver a Rating Agency
Confirmation or a certification pursuant to Section 2(b)(ii) of this Note
Purchase Agreement in connection with any modifications to the applicable Financing
Agreements that are expressly permitted by the Required Terms or by Section
5(e) of this Note Purchase Agreement.



          Notwithstanding the foregoing, (x) the Financing Agreements with respect to any
Aircraft and the forms of Financing Agreements annexed hereto may be modified to the extent
required for the issuance of Equipment Notes pursuant to Section 4(a)(v) of this Note
Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or
8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall
pay the reasonable costs and expenses of the Rating Agencies in connection with obtaining any
Rating Agency Confirmation in connection therewith, and (y) the Company is not required to
deliver a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in
connection with any modifications of the Financing Agreements contemplated by this sentence. With
respect to each Aircraft, the Company shall cause U.S. Bank (or such other Person that meets the
eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the
applicable Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan
Trustee is






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intended to be a party, and shall concurrently therewith execute such Financing Agreements to
which the Company is intended to be a party and perform its respective obligations thereunder.
Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered
to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement
relating to the financing of each Aircraft, together with a true and complete set of the closing
documentation (including legal opinions) delivered to the applicable Loan Trustee, the
Subordination Agent and each Pass Through Trustee under the applicable Participation Agreement.





     (e) Registration of Equipment Notes. The Company agrees that all Equipment
Notes issued pursuant to any Indenture to which an Aircraft shall have been subjected shall
initially be registered in the name of the Subordination Agent on behalf of the applicable
Pass Through Trustee (or, in the case of any Additional Series Equipment Notes, on behalf of
the Additional Series Pass Through Trustee with respect to the corresponding Additional
Series Pass Through Certificates).




     (f) Postponement of Delivery and Funding. If, on the Funding Date for any
Aircraft, the financing of such Aircraft as contemplated hereunder shall not be consummated
for whatever reason, the Company shall give the parties hereto and the Depositary prompt
notice thereof. Promptly after the Company has identified a new Funding Date on which such
Aircraft may be subjected to the financing as provided herein (all on and subject to the
terms and conditions hereof and of the applicable Financing Agreements), the Company shall
give the parties hereto and the Depositary a substitute Funding Notice specifying such new
Funding Date for such Aircraft. Upon receipt of any such substitute Funding Notice, each
Pass Through Trustee shall comply with its obligations under Section 7.01 of the
applicable Trust Supplement and thereafter the financing of such Aircraft, as specified in
such substitute Funding Notice, shall take place on the re-scheduled Funding Date therefor
(all on and subject to the terms and conditions hereof and of the applicable Financing
Agreements) unless further postponed as provided herein.




     (g) [Reserved].




     (h) [Reserved].




     (i) No Liability for Failure to Purchase Equipment Notes. The Company shall
have no liability for the failure of any Pass Through Trustee to purchase Equipment Notes
with respect to any Aircraft.




     (j) Withdrawals Limited to Available Deposits. Anything herein to the contrary
notwithstanding, the Company shall not have the right, and shall not be entitled, at any
time to request the issuance of Series A Equipment Notes or Series B Equipment Notes in
respect of the Aircraft to the Class A Pass Through Trustee or the Class B Pass Through
Trustee, respectively, in an aggregate principal amount in excess of the amount




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of the Deposits then available for withdrawal by the Escrow Agent under and in
accordance with the provisions of the applicable Deposit Agreement.




     (k) Notice of Event of Loss. In the case of any Aircraft, if, prior to the
date on which such Aircraft is subjected to a financing in the manner provided herein, an
event has occurred and is continuing that constitutes an Event of Loss (as defined in
(i) if at the time of the occurrence of such event such Aircraft was subject to an
Existing Financing, the security agreement to which such Aircraft was then subject in
connection with such Existing Financing or (ii) if at the time of the occurrence of
such event such Aircraft was not subject to an Existing Financing, the form of the Indenture
annexed hereto, as such form is modified from time to time in accordance with the terms
hereof) with respect to such Aircraft or that would constitute such an Event of Loss but for
the requirement that notice be given or time elapse or both, the Company will as promptly as
practicable (and, in any event, within 15 days after the occurrence of the relevant Event of
Loss) give notice of such event to each Pass Through Trustee and the Subordination Agent and
instruct each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and
deliver to the applicable Escrow Agent a duly completed Withdrawal Certificate (as defined
in the applicable Escrow and Paying Agent Agreement) together with a relevant Notice of
Event of Loss Withdrawal (as defined in the applicable Escrow and Paying Agent Agreement).



          SECTION 2. Conditions Precedent. The obligation of each of the Pass Through Trustees
to enter into, and to cause the Subordination Agent to enter into, a Participation Agreement
relating to any Aircraft as directed pursuant to a Funding Notice and to perform its obligations
thereunder is subject to satisfaction of the following conditions:





     (a) no Triggering Event shall have occurred;




     (b) subject to Section 1(d)(iv) and the last paragraph of Section 1(d),
the Company shall have delivered a certificate to each Pass Through Trustee and each
Liquidity Provider stating that (i) such Participation Agreement and the other
Financing Agreements to be entered into pursuant to such Participation Agreement comply with
the Required Terms and (ii) if any substantive modifications of such Financing
Agreements from the forms of Financing Agreements attached to this Note Purchase Agreement
have been made, (x) such substantive modifications do not materially and adversely
affect the holders of the Class A Certificates, the holders of the Class B Certificates, or
any Liquidity Provider and (y) if required pursuant to Section 1(d)(ii), the
Company has obtained from each Rating Agency a Rating Agency Confirmation with respect to
each Class of Certificates then rated by such Rating Agency with respect to such
modifications, and such certification shall be true and correct;




     (c) such Pass Through Trustee shall not have received any notice pursuant to
Section 1(k) of a relevant event with respect to such Aircraft; and




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     (d) with respect to each Encumbered Aircraft, such Pass Through Trustee shall have
received evidence that the lien of the applicable Existing Financing has been terminated
with respect to such Encumbered Aircraft and the filing of a release with the FAA and the
filing of Uniform Commercial Code termination statements, and, if applicable, the
registration of a discharge of any International Interest (as defined in the Indenture Form)
registered on the International Registry (as defined in the Indenture Form), in each case
with respect to such lien.


Anything herein to the contrary notwithstanding, the obligation of each Pass Through Trustee to
purchase Equipment Notes hereunder shall terminate on the Cut-Off Date.




          SECTION 3. Representations and Warranties.





     (a) Representations and Warranties of the Company. The Company represents and
warrants that:




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The
Company is duly incorporated, validly existing and in good standing under the laws
of the State of Delaware and is a Citizen of the United States and has the full
corporate power, authority and legal right under the laws of the State of Delaware
to execute and deliver this Note Purchase Agreement and each Financing Agreement to
which it will be a party and to carry out the obligations of the Company under this
Note Purchase Agreement and each Financing Agreement to which it will be a party;




     (ii) Authorization; No Conflicts. The execution and delivery by the
Company of this Note Purchase Agreement and the performance by the Company of its
obligations under this Note Purchase Agreement have been duly authorized by the
Company and will not violate its Certificate of Incorporation or by-laws or the
provisions of any indenture, mortgage, contract or other agreement to which it is a
party or by which it is bound; and




     (iii) Enforceability. This Note Purchase Agreement constitutes the
legal, valid and binding obligation of the Company, enforceable against it in
accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity, whether
considered in a proceeding at law or in equity.




     (b) Representations and Warranties of U.S. Bank. U.S. Bank represents and
warrants that:




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. U.S.
Bank is a national banking association duly organized and validly existing in good
standing under the laws of the United States and is a Citizen of the United States




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and has the full corporate power, authority and legal right under the laws of
the United States and of the state of the United States in which it is located and
pertaining to its banking, trust and fiduciary powers to execute and deliver this
Note Purchase Agreement and each Financing Agreement to which it will be a party and
to carry out the obligations of U.S. Bank, in its capacity as Subordination Agent,
Pass Through Trustee or Paying Agent, as the case may be, under this Note Purchase
Agreement and each Financing Agreement to which it will be a party;




     (ii) Due Authorization; No Conflicts. The execution and delivery by
U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying
Agent, as the case may be, of this Note Purchase Agreement and the performance by
U.S. Bank, in its capacity as Subordination Agent, Pass Through Trustee or Paying
Agent, as the case may be, of its obligations under this Note Purchase Agreement
have been duly authorized by U.S. Bank, in its capacity as Subordination Agent, Pass
Through Trustee or Paying Agent, as the case may be, and will not violate its
articles of association or by-laws or the provisions of any indenture, mortgage,
contract or other agreement to which it is a party or by which it is bound; and




     (iii) Enforceability. This Note Purchase Agreement constitutes the
legal, valid and binding obligations of U.S. Bank, in its capacity as Subordination
Agent, Pass Through Trustee or Paying Agent, as the case may be, enforceable against
it in accordance with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity, whether
considered in a proceeding at law or in equity.




     (c) Representations and Warranties of the Pass Through Trustee. Each Pass
Through Trustee hereby confirms to each of the other parties hereto that its representations
and warranties set forth in Section 7.15 of the Basic Pass Through Trust Agreement
and Section 7.04 of the applicable Trust Supplement are true and correct as of the
date hereof.




     (d) Representations and Warranties of the Subordination Agent. The
Subordination Agent represents and warrants that:




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The
Subordination Agent is a national banking association duly organized and validly
existing in good standing under the laws of the United States, and has the full
corporate power, authority and legal right under the laws of the United States and
of the state of the United States in which it is located and pertaining to its
banking, trust and fiduciary powers to execute and deliver this Note Purchase
Agreement and each Financing Agreement to which it is or will be a party and to




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perform its obligations under this Note Purchase Agreement and each Financing
Agreement to which it is or will be a party;




     (ii) Due Authorization; Enforceability. This Note Purchase Agreement
has been duly authorized, executed and delivered by the Subordination Agent; this
Note Purchase Agreement constitutes the legal, valid and binding obligations of the
Subordination Agent enforceable against it in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and by
general principles of equity, whether considered in a proceeding at law or in
equity;




     (iii) Compliance with Laws; No Conflicts. None of the execution,
delivery and performance by the Subordination Agent of this Note Purchase Agreement
contravenes any law, rule or regulation of the state of the United States in which
it is located or any United States governmental authority or agency regulating the
Subordination Agent’s banking, trust or fiduciary powers or any judgment or order
applicable to or binding on the Subordination Agent or contravenes the Subordination
Agent’s articles of association or by-laws or results in any breach of, or
constitute a default under, any agreement or instrument to which the Subordination
Agent is a party or by which it or any of its properties may be bound;




     (iv) No Governmental Consents. Neither the execution and delivery by
the Subordination Agent of this Note Purchase Agreement nor the consummation by the
Subordination Agent of any of the transactions contemplated hereby requires the
consent or approval of, the giving of notice to, the registration with, or the
taking of any other action with respect to, any governmental authority or agency of
the state of the United States in which it is located or any federal governmental
authority or agency regulating the Subordination Agent’s banking, trust or fiduciary
powers;




     (v) Certain Tax Matters. There are no Taxes payable by the
Subordination Agent imposed by any state of the United States in which it is located
or any political subdivision or taxing authority thereof in connection with the
execution, delivery and performance by the Subordination Agent of this Note Purchase
Agreement or the Intercreditor Agreement (other than franchise or other taxes based
on or measured by any fees or compensation received by the Subordination Agent for
services rendered in connection with the transactions contemplated by the
Intercreditor Agreement or any of the Liquidity Facilities), and there are no Taxes
payable by the Subordination Agent imposed by any state of the United States in
which it is located or any political subdivision thereof in connection with the
acquisition, possession or ownership by the Subordination Agent of any of the
Equipment Notes (other than franchise or other taxes based on or measured by any
fees or compensation received by the Subordination Agent for




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services rendered in connection with the transactions contemplated by the
Intercreditor Agreement or any of the Liquidity Facilities); and




     (vi) No Proceedings. There are no pending or threatened actions or
proceedings against the Subordination Agent before any court or administrative
agency which individually or in the aggregate, if determined adversely to it, would
materially adversely affect the ability of the Subordination Agent to perform its
obligations under this Note Purchase Agreement.




     (e) Representations and Warranties of the Escrow Agent. The Escrow Agent
represents and warrants that:




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The
Escrow Agent is a national banking association duly incorporated, validly existing
and in good standing under the laws of the United States and has the full corporate
power, authority and legal right under the laws of the United States and of the
state of the United States in which it is located and pertaining to its banking,
trust and fiduciary powers to execute and deliver this Note Purchase Agreement, each
Deposit Agreement and each Escrow and Paying Agent Agreement (collectively, the
“Escrow Agent Agreements”) and to carry out the obligations of the Escrow
Agent under each of the Escrow Agent Agreements;




     (ii) Due Authorization; No Conflicts. The execution and delivery by
the Escrow Agent of each of the Escrow Agent Agreements and the performance by the
Escrow Agent of its obligations hereunder and thereunder have been duly authorized
by the Escrow Agent and will not violate its articles of association or by-laws or
the provisions of any indenture, mortgage, contract or other agreement to which it
is a party or by which it is bound; and




     (iii) Enforceability. Each of the Escrow Agent Agreements
constitutes the legal, valid and binding obligations of the Escrow Agent enforceable
against it in accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general principles of equity,
whether considered in a proceeding at law or in equity.




     (f) Representations and Warranties of the Paying Agent. The Paying Agent
represents and warrants that:




     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The
Paying Agent is a national banking association duly organized and validly existing
in good standing under the laws of the United States, and has the full corporate
power, authority and legal right under the laws of the United States and of the
state in which it is located and pertaining to its banking, trust and fiduciary
powers to execute and deliver this Note Purchase Agreement and each Escrow




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and Paying Agent Agreement (collectively, the “Paying Agent
Agreements”) and to carry out the obligations of the Paying Agent under each of
the Paying Agent Agreements;




     (ii) Due Authorization; No Conflicts. The execution and delivery by
the Paying Agent of each of the Paying Agent Agreements and the performance by the
Paying Agent of its obligations hereunder and thereunder have been duly authorized
by the Paying Agent and will not violate its articles of association or by-laws or
the provisions of any indenture, mortgage, contract or other agreement to which it
is a party or by which it is bound; and




     (iii) Enforceability. Each of the Paying Agent Agreements
constitutes the legal, valid and binding obligations of the Paying Agent enforceable
against it in accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general principles of equity,
whether considered in a proceeding at law or in equity.



          SECTION 4. Covenants.




          (a) Covenants of the Company.





     (i) Maintenance of Corporate Existence. Subject to, and except as
contemplated by, Section 4(a)(iii) of this Note Purchase Agreement, the
Company shall at all times maintain its corporate existence.




     (ii) Maintenance of Status as Certificated Air Carrier; Section 1110.
The Company shall, for as long as and to the extent required under Section 1110 in
order that the Loan Trustee shall be entitled to any of the benefits of Section 1110
with respect to the Aircraft, remain a Certificated Air Carrier.




     (iii) Merger, Consolidation, Acquisition of the Company. The Company
shall not consolidate with or merge into any other Person or convey, transfer or
lease substantially all of its assets as an entirety to any Person, unless the
Person formed by such consolidation or into which the Company is merged or the
Person that acquires by conveyance, transfer or lease substantially all of the
assets of the Company as an entirety shall execute and deliver to the Pass Through
Trustees, the Subordination Agent, the Escrow Agent and the Paying Agent an
agreement containing the express assumption by such successor Person of the due and
punctual performance and observance of each covenant and condition of this Note
Purchase Agreement to be performed or observed by the Company. Upon any such
consolidation or merger, or any conveyance, transfer or lease of substantially all
of the assets of the Company as an entirety, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and




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may exercise every right and power of, the Company under this Note Purchase
Agreement with the same effect as if such successor Person had been named as the
Company herein.




     (iv) Notice of Occurrence of Cut-Off Date. The Company agrees to
provide written notice to each of the parties hereto of the occurrence of the
Cut-Off Date no later than one Business Day after the date thereof.




     (v) Refinancing of Equipment Notes; Additional Series Equipment Notes.
The Company shall not (A) redeem any Series B Equipment Notes (or any
Additional Series Equipment Notes) and issue new Equipment Notes with the same
Series designation as that of the redeemed Equipment Notes, or (B) issue any
Additional Series Equipment Notes, in each case, under any Indenture, unless
(x) the Company shall have obtained a Rating Agency Confirmation with
respect to any Class of Certificates then rated by such Rating Agency that will
remain outstanding in connection with such issuance or such redemption and issuance,
as applicable and (y) the Parent Guarantee shall have been amended,
supplemented or otherwise modified to add the Company’s payment obligations under
such new Equipment Notes or Additional Series Equipment Notes, as applicable, and
related payment obligations under this Note Purchase Agreement, the Participation
Agreements, the Indentures and the related Pass Through Trust Agreement or
Additional Series Pass Through Trust Agreement to the “Obligations” under the Parent
Guarantee; and any such issuance or redemption and issuance, as applicable, shall be
subject to the terms of Section 8.01(c) or 8.01(d), as applicable,
of the Intercreditor Agreement. If any such new Equipment Notes or Additional
Series Equipment Notes are to be so issued, the pass through trustee of the pass
through trust that acquires such new Equipment Notes or the Additional Series Pass
Through Trustee, as applicable, shall execute and deliver an instrument by which
such pass through trustee or Additional Series Pass Through Trustee, as applicable,
becomes a party hereto, and each of the parties hereto agrees, at the Company’s
request, to enter into any amendments to this Note Purchase Agreement (including,
without limitation, any modifications of the Indenture Form and the Participation
Agreement Form), the Parent Guarantee and any other Operative Agreements as may be
necessary or desirable to give effect to such issuance or redemption and issuance of
any such new Equipment Notes or Additional Series Equipment Notes, as applicable,
and the issuance of pass through certificates by any pass through trust that
acquires any such new Equipment Notes or Additional Series Equipment Notes, as
applicable, and to make changes relating to any of the foregoing (including, without
limitation, to provide for any prefunding mechanism in connection therewith) and to
provide for any credit support for any pass through certificates relating to any
such new Equipment Notes or Additional Series Equipment Notes (including, without
limitation, to provide for payment of fees, interest, expenses, reimbursement of
advances and other obligations arising from such credit support).




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     (vi) Certain Reports to Subordination Agent. Promptly after the
occurrence of a Triggering Event or an Indenture Event of Default resulting from the
failure of the Company to make payments on any Equipment Note and on every Regular
Distribution Date while the Triggering Event or such Indenture Event of Default
shall be continuing, the Company shall, at the Subordination Agent’s request from
time to time but in any event no more frequently than once every three months,
provide to the Subordination Agent a statement setting forth the following
information with respect to each Aircraft then subject to the lien of an Indenture:
(A) whether the Aircraft are currently in service or parked in storage,
(B) the maintenance status of the Aircraft, and (C) the location of
the Engines (as defined in the respective Indentures to which such Aircraft are
subject). As used in this Section 4(a)(vi), the terms “Triggering Event”,
“Indenture Event of Default” and “Regular Distribution Date” have the respective
meanings set forth in the Intercreditor Agreement.



          (b) Covenants by U.S. Bank.





     (i) Status as Citizen of the United States. U.S. Bank, in its
individual capacity, covenants with each of the other parties to this Note Purchase
Agreement that it will, immediately upon obtaining knowledge of any facts that would
cast doubt upon its continuing status as a Citizen of the United States and promptly
upon public disclosure of negotiations in respect of any transaction which would or
might adversely affect such status, notify in writing all parties hereto of all
relevant matters in connection therewith. Upon U.S. Bank giving any such notice,
U.S. Bank shall, subject to Section 8.01 of any Indenture then entered into,
resign as Loan Trustee in respect of such Indenture.




     (ii) Situs of Activity. Except with the consent of the Company, which
shall not be unreasonably withheld: (A) U.S. Bank will act as Pass Through
Trustee solely through its offices within the State of Delaware, except for such
services as may be performed for it by independent agents in the ordinary course of
business, but not directly by it, in other states; and (B) U.S. Bank will
act as Subordination Agent solely through its offices within the Commonwealth of
Massachusetts, except for such services as may be performed by it by independent
agents acting in the ordinary course of business, but not directly by it, in other
states.



          (c) [Reserved].




          (d) Covenants by the Pass Through Trustees.





     (i) Tax Forms of the Pass Through Trustees. On or prior to the date
this Note Purchase Agreement is executed, each Pass Through Trustee shall have
provided a completed and executed copy of IRS Form W-9 to each of the




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Company, the Subordination Agent, the Liquidity Providers, the Escrow Agent,
the Paying Agent and the Depositary.




     (ii) Tax Forms of Pass Through Trustee of New or Additional Series Pass
Through Trust. If any new Equipment Notes or Additional Series Equipment Notes
shall be issued under any Indenture as provided in Section 4(a)(v), on or
prior to the date such new Equipment Notes or Additional Series Equipment Notes, as
applicable, shall have been so issued, the pass through trustee of the pass through
trust that acquires such new Equipment Notes or the Additional Series Pass Through
Trustee, as applicable, shall have provided a completed and executed copy of IRS
Form W-9 to each of the Company and the Subordination Agent and, if a liquidity
facility shall have been provided with respect to such new pass through trust or the
Additional Series Pass Through Trust, to the provider of such liquidity facility
and, if such new Equipment Notes or Additional Series Equipment Notes shall be
issued on or prior to the Delivery Period Termination Date, to the Escrow Agent, the
Paying Agent and the Depositary.



          SECTION 5. Depositary Downgrade and Replacement of Depositary.





     (a) Depositary Downgrade and Option to Replace. If (1) the
Depositary’s Short-Term Rating issued by a Rating Agency is downgraded below P-1 by Moody’s
or A-1+ by Standard & Poor’s, as applicable (each such minimum rating, a “Depositary
Threshold Rating”), or (2) the Company, in its sole discretion, gives written
notice to the Depositary of the Company’s election that the Depositary be replaced, the
Company shall, within 30 days after such event occurring, cause the Depositary to be
replaced with a depositary bank meeting the terms and on the conditions set forth in
Section 5(c) (a “Replacement Depositary”).



          (b) [Reserved].




          (c) Terms and Preconditions for Replacement of Depositary.





     (i) Minimum Credit Ratings; Confirmation from Ratings Agency. Any
Replacement Depositary may either be (x) one that meets the Depositary
Threshold Ratings or (y) one that does not meet the Depositary Threshold
Ratings, so long as, in the case of either of the immediately preceding clauses (x)
and (y), the Company shall have obtained a Rating Agency Confirmation with respect
to each Class of Certificates then rated by such Rating Agency in connection with
the replacement of the Depositary with such Replacement Depositary.




     (ii) Certain Fees and Expenses. The Company shall pay all fees,
expenses and other amounts then owing to the replaced Depositary. The Company shall
also pay (x) any up-front fee of the Replacement Depositary and (y)
all out-of-pocket expenses (including reasonable fees and expenses of legal counsel)
of the




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parties hereto (including, without limitation, all amounts payable to the
Rating Agencies) incurred in connection with such replacement.




     (iii) Replacement Deposit Agreements; Opinions and Other Closing
Requirements. The Company shall cause the Replacement Depositary to enter into
a Replacement Deposit Agreement for each of the Class A Certificates and the Class B
Certificates with the Escrow Agent (and the Escrow Agent agrees to enter into any
such Replacement Deposit Agreement upon request of the Company) and shall cause the
Replacement Depositary to deliver to the Company and each Rating Agency legal
opinions and other closing documentation substantially similar in scope and
substance as those that were delivered by the Depositary being replaced in
connection with the execution and delivery of the Deposit Agreement being replaced.




     (d) Withdrawal Certificate and Notice of Replacement Withdrawal. Upon
satisfaction of the conditions set forth in Section 5(c), the Company shall instruct
each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to
the Escrow Agent a duly completed Withdrawal Certificate (as defined in the Escrow and
Paying Agent Agreements) together with a Notice of Replacement Withdrawal (as defined in the
Escrow and Paying Agent Agreements).




     (e) Amendments to Documents. Each of the parties hereto agrees, at the
Company’s request, to enter into any amendments to this Note Purchase Agreement, the Escrow
and Paying Agent Agreements and any other Operative Agreements as may be necessary or
desirable to give effect to the replacement of the Depositary with the Replacement
Depositary and the replacement of the Deposit Agreements with the Replacement Deposit
Agreements.




     (f) Effect of Replacement. Until the execution and delivery of the Replacement
Deposit Agreements, the Deposit Agreements with the Depositary being replaced shall remain
in full force and effect. Upon the execution and delivery of the Replacement Deposit
Agreements, the Replacement Depositary shall be deemed to be the Depositary under the
Deposit Agreements with all of the rights and obligations of the Depositary hereunder and
under the other Operative Agreements and the Replacement Deposit Agreements shall be deemed
to be the Deposit Agreements hereunder and under the other Operative Agreements.



          SECTION 6. Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices, requests, demands, authorizations, directions, consents or waivers required or
permitted by the terms and provisions of this Note Purchase Agreement shall be in English and in
writing, and given by United States registered or certified mail, return receipt requested,
overnight courier service or facsimile, and any such notice shall be effective when received (or,
if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a
telephone call to a representative of the recipient or by machine confirmation) that such
transmission was received) to the relevant party hereto at the address or facsimile number






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set forth below the signature of such party at the foot of this Note Purchase Agreement or to
such other address or facsimile number as such party may hereafter specify by notice to the other
parties.




          SECTION 7. Expenses. So long as no Equipment Notes have been issued in respect of any
Aircraft, the Company agrees to pay:





     (a) Certain Liquidity Provider Fees. To the Subordination Agent when due an
amount or amounts equal to the fees payable to the applicable Liquidity Provider under
Section 2.03 of each Liquidity Facility and under the related Fee Letter (as defined in the
Intercreditor Agreement);




     (b) Under the Liquidity Facilities. To the Subordination Agent when due
(i) the amount equal to interest on any Downgrade Advance (other than any Applied
Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus Investment
Earnings while such Downgrade Advance shall be outstanding and (ii) any other
amounts owed to the applicable Liquidity Provider by the Subordination Agent as borrower
under each Liquidity Facility (other than amounts due as repayment of advances thereunder or
as interest on such advances);




     (c) Under the Pass Through Trust Agreements. All compensation and
reimbursement of expenses, disbursements and advances payable by the Company under the Pass
Through Trust Agreements;




     (d) Under the Intercreditor Agreement. All compensation and reimbursement of
expenses and disbursements payable to the Subordination Agent under the Intercreditor
Agreement except with respect to any income or franchise taxes incurred by the Subordination
Agent in connection with the transactions contemplated by the Intercreditor Agreement; and




     (e) Escrow Agent and Paying Agent. In the event the Company requests any
amendment to any Operative Agreement, all reasonable fees and expenses (including, without
limitation, fees and disbursements of counsel) of the Escrow Agent and/or the Paying Agent
in connection therewith.


For purposes of this Section 7, the terms “Applied Downgrade Advance”, “Downgrade Advance” and
“Investment Earnings” shall have the meanings specified in each Liquidity Facility.




          SECTION 8. Further Assurances. Each party hereto shall duly execute, acknowledge and
deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements,
instruments, certificates or documents, and shall do and cause to be done such further acts and
things, in any case, as any other party hereto shall reasonably request in connection with its
administration of, or to carry out more effectually the purposes of, or to better






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17









 







assure and confirm unto it the rights and benefits to be provided under, this Note Purchase
Agreement.




          SECTION 9. Miscellaneous.





     (a) Survival of Representations and Covenants. Provided that the transactions
contemplated hereby have been consummated, and except as otherwise provided for herein, the
representations, warranties and agreements herein of the Company, the Subordination Agent,
the Escrow Agent, the Paying Agent and each Pass Through Trustee, and the Company’s, the
Subordination Agent’s, the Escrow Agent’s, the Paying Agent’s and each Pass Through
Trustee’s obligations under any and all thereof, shall survive the expiration or other
termination of this Note Purchase Agreement and the other agreements referred to herein.




     (b) Counterparts; Amendments; Effect of Headings; Successors and Assigns. This
Note Purchase Agreement may be executed in any number of counterparts (and each of the
parties hereto shall not be required to execute the same counterpart). Each counterpart of
this Note Purchase Agreement, including a signature page executed by each of the parties
hereto, shall be an original counterpart of this Note Purchase Agreement, but all of such
counterparts together shall constitute one instrument. Neither this Note Purchase Agreement
nor any of the terms hereof may be terminated, amended, supplemented, waived or modified
orally, but only by an instrument in writing signed by the party against which the
enforcement of the termination, amendment, supplement, waiver or modification is sought.
The Table of Contents to this Note Purchase Agreement and the headings of the various
Sections and Subsections of this Note Purchase Agreement are for convenience of reference
only and shall not modify, define, expand or limit any of the terms or provisions hereof.
The terms of this Note Purchase Agreement shall be binding upon, and shall inure to the
benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee
and its successors as Pass Through Trustee (and any additional trustee appointed) under any
of the Pass Through Trust Agreements, the Escrow Agent and its successors as Escrow Agent
under the Escrow and Paying Agent Agreements, the Paying Agent and its successors as Paying
Agent under the Escrow and Paying Agent Agreements and the Subordination Agent and its
successors as Subordination Agent under the Intercreditor Agreement.




     (c) Benefits of Agreement. This Note Purchase Agreement is not intended to,
and shall not, provide any Person not a party hereto (other than the Underwriters, each of
the beneficiaries of Section 7 hereof, and the Depositary as a beneficiary of Section
5(c)(ii) hereof) with any rights of any nature whatsoever against any of the parties
hereto, and no Person not a party hereto (other than the Underwriters, each of the
beneficiaries of Section 7 hereof, and the Depositary as a beneficiary of Section
5(c)(ii) hereof) shall have any right, power or privilege in respect of, or have any
benefit or interest arising out of, this Note Purchase Agreement. To the extent that this
Note Purchase Agreement expressly confers upon, gives or grants any right, power, privilege,
benefit, interest, remedy or claim to any of the beneficiaries of Section 7 hereof
(including, but not limited




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to, rights, powers, privileges, benefits, interests, remedies and claims under Section
7) or to the Depositary with respect to Section 5(c)(ii) hereof, each such party is
hereby recognized as a third party beneficiary hereunder and may enforce any such right,
power, privilege, benefit, interest, remedy or claim.



          SECTION 10. Governing Law. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS NOTE PURCHASE AGREEMENT IS BEING DELIVERED IN THE
STATE OF NEW YORK.




[Signature Pages Follow.]




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19









 







          IN WITNESS WHEREOF, the parties hereto have caused this Note Purchase Agreement to be duly
executed by their respective officers thereunto duly authorized as of the day and year first above
written.




	 	 	 	 	 
	 	AMERICAN AIRLINES, INC.

 	 
	 	By:  	/s/ Beverly K. Goulet
 	 
	 	 	Name:  	Beverly K. Goulet 	 
	 	 	Title:  	Vice President — Corporate Department 

and Treasurer	 
	 	 	Address:  	
4333 Amon Carter Boulevard

Mail Drop 5662

Fort Worth, Texas 76155

Ref.: American Airlines 2011-1 EETC

Attention:       Treasurer

Telephone: (817) 963-1234

Facsimile: (817) 967-4318 
 	 
	 



Signature Page





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





 








 





	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity, except as otherwise

provided herein, but solely as Pass Through Trustee



 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President	 
	 	 	Address:  	
300 Delaware Avenue, 9th
Floor 
Mail Code EX-DE-WDAW 
Wilmington, Delaware
19801 
Attention:  Corporate Trust Services

Ref.: American Airlines 2011-1 EETC

Telephone:  (302) 576-3703 
Facsimile:
(302) 576-3717 	 
	 



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity, except as otherwise

provided herein, but solely as Subordination Agent

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President	 
	 	 	Address:  	

One Federal Street, 3rd Floor

Mail Code EX-MA-FED 
Boston, Massachusetts 02110

Attention:  Corporate Trust Services 
Ref.:
American Airlines 2011-1 EETC



Telephone:  (617) 603-6553 
Facsimile:
(617) 603-6683 	 
	 



Signature Page




	 	 	 	 	 




Note Purchase Agreement

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	 	U.S. BANK NATIONAL ASSOCIATION, not in 
its individual
capacity, except as otherwise provided 
herein, but
solely as Escrow Agent

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President	 
	 	 	Address:  	

One Federal Street, 3rd Floor

Boston, Massachusetts 02110 
Attention:  Corporate
Trust Services 
Ref.: American Airlines
2011-1 EETC

Telephone:  (617) 603-6553 




Facsimile:
(617) 603-6683 	 
	 



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, 
not in its
individual capacity, except as otherwise 
provided
herein, but solely as Paying Agent

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President	 
	 	 	Address:  	
 One Federal Street, 3rd
Floor 
Mail Code EX-MA-FED 
Boston, Massachusetts
02110 
Attention:  Corporate Trust Services

Ref.: American Airlines 2011-1 EETC

Telephone:  (617) 603-6553 
Facsimile:
(617) 603-6683 	 
	 



Signature Page




	 	 	 	 	 




Note Purchase Agreement

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SCHEDULE I to

NOTE PURCHASE AGREEMENT




AIRCRAFT



Part One — Earlier Maturing Mortgaged Aircraft and Existing Financings




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 
	 	 	U.S.	 	 	 	Airframe Model	 	 	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	(including generic	 	Airframe	 	Engine	 	(including generic manufacturer 	 	Existing
	No.	 	No.	 	Manufacturer	 	manufacturer and model)	 	MSN	 	Manufacturer	 	and model)	 	Financing
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.

	 	N902AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29504	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing1
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	N903AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29505	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing2
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	N904AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29506	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing3
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	N396AN
	 	Boeing
	 	767-323ER

(BOEING 767-300)
	 	 	29603	 	 	General Electric
	 	CF6-80C2B6

(GE CF6-80C2)
	 	Mortgage

Financing4








 




			
	1	 	Loan Agreement (AA 1999 — SF4), dated as of
April 30, 1999, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA
1999 —
SF4), dated as of April 30, 1999, between the Company and the security trustee
named therein, as amended, supplemented and modified by Security Agreement
Supplement No. 1 (AA 1999 — SF4) dated April 30, 1999.
	 
	2	 	Loan Agreement (AA 1999 — SF5), dated as of
April 30, 1999, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA
1999 —
SF5), dated as of April 30, 1999, between the Company and the security trustee
named therein, as amended, supplemented and modified by Security Agreement
Supplement No. 1 (AA 1999 — SF5) dated April 30, 1999.
	 
	3	 	Loan Agreement (AA 1999 — SF6), dated as of
April 30, 1999, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA
1999 —
SF6), dated as of April 30, 1999, between the Company and the security trustee
named therein, as amended, supplemented and modified by Security Agreement
Supplement No. 1 (AA 1999 — SF6) dated April 30, 1999.
	 
	4	 	Loan Agreement (AA 1999 — SF7), dated as of
May 17, 1999, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA
1999 —
SF7), dated as of May 17, 1999, between the Company and the security trustee
named therein, as amended, supplemented and modified by Security Agreement
Supplement No. 1 (AA 1999 — SF7) dated May 17, 1999.





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SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 
	 	 	U.S.	 	 	 	Airframe Model	 	 	 	 	 	 	 	Engine Model 	 	 
	 	 	Registration	 	Airframe	 	(including generic	 	Airframe	 	Engine	 	(including generic manufacturer	 	Existing
	No.	 	No.	 	Manufacturer	 	manufacturer and model)	 	MSN	 	Manufacturer	 	 and model)	 	Financing
	5.

	 	N397AN
	 	Boeing
	 	767-323ER

(BOEING 767-300)
	 	 	29604	 	 	General Electric
	 	CF6-80C2B6

(GE CF6-80C2)
	 	Mortgage

Financing5
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.

	 	N770AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	29578	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	Mortgage

Financing6
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.

	 	N772AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	29580	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	Mortgage

Financing7






Part Two — 2001-1 Aircraft and Existing Financing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 
	 	 	U.S.	 	 	 	Airframe Model	 	 	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	(including generic	 	Airframe	 	Engine	 	(including generic manufacturer 	 	Existing
	No.	 	No.	 	Manufacturer	 	manufacturer and model)	 	MSN	 	Manufacturer	 	and model)	 	Financing
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.

	 	N937AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	30082	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-1 EETC








 




			
	5	 	Loan Agreement (AA 1999 — SF2), dated as of
May 6, 1999, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA
1999 —
SF2), dated as of May 6, 1999, between the Company and the security trustee
named therein, as amended, supplemented and modified by Security Agreement
Supplement No. 1 (AA 1999 — SF2) dated May 6, 1999.
	 
	6	 	Loan Agreement (AA 1999 — SF1), dated as of
April 21, 1999, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA
1999 —
SF1), dated as of April 21, 1999, between the Company and the security trustee
named therein, as amended, supplemented and modified by Security Agreement
Supplement No. 1 (AA 1999 — SF1) dated April 21, 1999.
	 
	7	 	Loan Agreement (AA 1999 — SF10), dated as of
June 3, 1999, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA
1999 —
SF10), dated as of June 3, 1999, between the Company and the security trustee
named therein, as amended, supplemented and modified by Security Agreement
Supplement No. 1 (AA 1999 — SF10) dated June 3, 1999.





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. I-2









 










SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 
	 	 	U.S.	 	 	 	Airframe Model	 	 	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	(including generic	 	Airframe	 	Engine	 	(including generic manufacturer 	 	Existing
	No.	 	No.	 	Manufacturer	 	manufacturer and model)	 	MSN	 	Manufacturer	 	and model)	 	Financing
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	N944AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29535	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-1 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	N945AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	30085	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-1 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	N946AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	30600	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-1 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.

	 	N952AA
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	30088	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-1 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.

	 	N953AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29539	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-1 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7.

	 	N954AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	30089	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-1 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8.

	 	N955AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29540	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-1 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9.

	 	N956AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	30090	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-1 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10.

	 	N788AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30011	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-1 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	11.

	 	N789AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30252	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-1 EETC







Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. I-3









 





SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 
	 	 	U.S.	 	 	 	Airframe Model	 	 	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	(including generic	 	Airframe	 	Engine	 	(including generic manufacturer	 	Existing
	No.	 	No.	 	Manufacturer	 	manufacturer and model)	 	MSN	 	Manufacturer	 	 and model)	 	Financing
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12.

	 	N790AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30251	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-1 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	13.

	 	N791AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30254	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-1 EETC





Part Three — Later Maturing Mortgaged Aircraft and Existing Financings




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 
	 	 	U.S.	 	 	 	Airframe Model	 	 	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	(including generic	 	Airframe	 	Engine	 	(including generic manufacturer 	 	Existing
	No.	 	No.	 	Manufacturer	 	manufacturer and model)	 	MSN	 	Manufacturer	 	and model)	 	Financing
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.

	 	N181AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	29591	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	Mortgage

Financing8
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	N182AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	29592	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	Mortgage

Financing9








 




			
	8	 	Loan Agreement (AA 1999 — SF11), dated as of
June 24, 1999, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA
1999 —
SF11), dated as of June 24, 1999, between the Company and the security trustee
named therein, as amended, supplemented and modified by Security Agreement
Supplement No. 1 (AA 1999 — SF11) dated June 24, 1999.
	 
	9	 	Loan Agreement (AA 1999 — SF12), dated as of
June 24, 1999, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA
1999 —
SF12), dated as of June 24, 1999, between the Company and the security trustee
named therein, as amended, supplemented and modified by Security Agreement
Supplement No. 1 (AA 1999 — SF12) dated June 24, 1999.





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. I-4









 








SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 
	 	 	U.S.	 	 	 	Airframe Model	 	 	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	(including generic	 	Airframe	 	Engine	 	(including generic manufacturer 	 	Existing
	No.	 	No.	 	Manufacturer	 	manufacturer and model)	 	MSN	 	Manufacturer	 	and model)	 	Financing
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	N777AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	29585	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	Mortgage

Financing10






Part Four — 2001-2 Aircraft and Existing Financing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	 
	 	 	U.S.	 	 	 	Airframe Model	 	 	 	 	 	 	 	Engine Model	 	 
	 	 	Registration	 	Airframe	 	(including generic	 	Airframe	 	Engine	 	(including generic manufacturer	 	Existing
	No.	 	No.	 	Manufacturer	 	manufacturer and model)	 	MSN	 	Manufacturer	 	 and model)	 	Financing
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.

	 	N185AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32379	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	N186AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32380	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	N187AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32381	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4.

	 	N188AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32382	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC






Part Five — Unencumbered Aircraft






 




			
	10	 	Loan Agreement (AA 1999 — SF14), dated as of
September 16, 1999, between the Company, the original lenders named therein and
the security trustee named therein, and Aircraft Security Agreement
(AA 1999 —
SF14), dated as of September 16, 1999, between the Company and the security
trustee named therein, as amended, supplemented and modified by Security
Agreement Supplement No. 1 (AA 1999 — SF14) dated September 16, 1999.





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. I-5









 










SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Airframe Model	 	 	 	 	 	 	 	Engine Model
	 	 	U.S.	 	 	 	(including generic	 	 	 	 	 	 	 	(including generic
	 	 	Registration	 	Airframe	 	manufacturer and	 	Airframe	 	 	 	manufacturer and
	No.	 	No.	 	Manufacturer	 	model)	 	MSN	 	Engine Manufacturer	 	model)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1.

	 	N961AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	30092	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.

	 	N963AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29543	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3.

	 	N967AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29545	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)







Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. I-6










 





SCHEDULE II to

NOTE PURCHASE AGREEMENT




TRUST SUPPLEMENTS



Trust Supplement No. 2011-1A, dated as of the Issuance Date, among the Company, the Parent and the
Pass Through Trustee in respect of the American Airlines Pass Through Trust, Series 2011-1A.



Trust Supplement No. 2011-1B, dated as of the Issuance Date, among the Company, the Parent and the
Pass Through Trustee in respect of the American Airlines Pass Through Trust, Series 2011-1B.




Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC















 





SCHEDULE III to

NOTE PURCHASE AGREEMENT




REQUIRED TERMS




Equipment Notes




Obligor:     The Company



Maximum Principal Amount:



The original principal amount and amortization schedule of the Series A Equipment Notes and the
Series B Equipment Notes issued with respect to an Aircraft shall be as set forth in the following
tables:




PRINCIPAL AMOUNTS OF EQUIPMENT NOTES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft	 	Series A	 	 	Series B	 	 	Total	 
	N902AN
	 	$	10,918,000	 	 	$	3,341,000	 	 	$	14,259,000	 
	N903AN
	 	 	10,857,000	 	 	 	3,323,000	 	 	 	14,180,000	 
	N904AN
	 	 	11,564,000	 	 	 	3,539,000	 	 	 	15,103,000	 
	N937AN
	 	 	10,982,000	 	 	 	3,362,000	 	 	 	14,344,000	 
	N944AN
	 	 	11,092,000	 	 	 	3,395,000	 	 	 	14,487,000	 
	N945AN
	 	 	11,060,000	 	 	 	3,385,000	 	 	 	14,445,000	 
	N946AN
	 	 	11,095,000	 	 	 	3,396,000	 	 	 	14,491,000	 
	N952AA
	 	 	12,040,000	 	 	 	3,686,000	 	 	 	15,726,000	 
	N953AN
	 	 	11,920,000	 	 	 	3,648,000	 	 	 	15,568,000	 
	N954AN
	 	 	11,762,000	 	 	 	3,600,000	 	 	 	15,362,000	 
	N955AN
	 	 	12,327,000	 	 	 	3,773,000	 	 	 	16,100,000	 
	N956AN
	 	 	12,289,000	 	 	 	3,761,000	 	 	 	16,050,000	 
	N961AN
	 	 	12,096,000	 	 	 	3,702,000	 	 	 	15,798,000	 
	N963AN
	 	 	11,904,000	 	 	 	3,644,000	 	 	 	15,548,000	 
	N967AN
	 	 	12,119,000	 	 	 	3,710,000	 	 	 	15,829,000	 
	N181AN
	 	 	8,459,000	 	 	 	2,573,000	 	 	 	11,032,000	 
	N182AN
	 	 	9,979,000	 	 	 	3,035,000	 	 	 	13,014,000	 
	N185AN
	 	 	11,690,000	 	 	 	3,555,000	 	 	 	15,245,000	 
	N186AN
	 	 	11,535,000	 	 	 	3,508,000	 	 	 	15,043,000	 
	N187AN
	 	 	10,595,000	 	 	 	3,222,000	 	 	 	13,817,000	 
	N188AN
	 	 	11,609,000	 	 	 	3,531,000	 	 	 	15,140,000	 
	N396AN
	 	 	16,082,000	 	 	 	4,922,000	 	 	 	21,004,000	 
	N397AN
	 	 	16,158,000	 	 	 	4,945,000	 	 	 	21,103,000	 
	N770AN
	 	 	30,151,000	 	 	 	9,228,000	 	 	 	39,379,000	 
	N772AN
	 	 	31,525,000	 	 	 	9,649,000	 	 	 	41,174,000	 
	N777AN
	 	 	33,541,000	 	 	 	10,200,000	 	 	 	43,741,000	 





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft	 	Series A	 	 	Series B	 	 	Total	 
	N788AN
	 	 	32,943,000	 	 	 	10,082,000	 	 	 	43,025,000	 
	N789AN
	 	 	35,855,000	 	 	 	10,974,000	 	 	 	46,829,000	 
	N790AN
	 	 	34,800,000	 	 	 	10,652,000	 	 	 	45,452,000	 
	N791AN
	 	 	34,259,000	 	 	 	10,485,000	 	 	 	44,744,000	 
	Total
	 	$	503,206,000	 	 	$	153,826,000	 	 	$	657,032,000	 
	 
	 	 	 	 	 	 	 	 	 






AMORTIZATION SCHEDULES




Series A Equipment Notes

Boeing 737-823

N902AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.31066102	%
	January 31, 2012
	 	 	2.89407401	%
	July 31, 2012
	 	 	2.47805083	%
	January 31, 2013
	 	 	4.66669436	%
	July 31, 2013
	 	 	4.64120672	%
	January 31, 2014
	 	 	4.51787974	%
	July 31, 2014
	 	 	5.10573851	%
	January 31, 2015
	 	 	4.94130253	%
	July 31, 2015
	 	 	4.77686646	%
	January 31, 2016
	 	 	4.61243048	%
	July 31, 2016
	 	 	4.44799441	%
	January 31, 2017
	 	 	4.28355834	%
	July 31, 2017
	 	 	4.11912246	%
	January 31, 2018
	 	 	3.95468630	%
	July 31, 2018
	 	 	3.79025032	%
	January 31, 2019
	 	 	3.62581434	%
	July 31, 2019
	 	 	3.96701905	%
	January 31, 2020
	 	 	3.76147399	%
	July 31, 2020
	 	 	3.55592902	%
	January 31, 2021
	 	 	25.54924711	%







Series B Equipment Notes

Boeing 737-823

N902AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.92465070	%
	January 31, 2012
	 	 	6.63905597	%




Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-2









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2012
	 	 	3.87166327	%
	January 31, 2013
	 	 	4.10272673	%
	July 31, 2013
	 	 	3.70239569	%
	January 31, 2014
	 	 	3.62179168	%
	July 31, 2014
	 	 	4.22900599	%
	January 31, 2015
	 	 	4.12153457	%
	July 31, 2015
	 	 	4.01406286	%
	January 31, 2016
	 	 	3.90659144	%
	July 31, 2016
	 	 	3.79911972	%
	January 31, 2017
	 	 	3.69164861	%
	July 31, 2017
	 	 	3.58417629	%
	January 31, 2018
	 	 	49.79157647	%






Series A Equipment Notes

Boeing 737-823

N903AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.30313586	%
	January 31, 2012
	 	 	2.89429244	%
	July 31, 2012
	 	 	2.47823791	%
	January 31, 2013
	 	 	4.66704661	%
	July 31, 2013
	 	 	4.64155715	%
	January 31, 2014
	 	 	4.51822078	%
	July 31, 2014
	 	 	5.10612388	%
	January 31, 2015
	 	 	4.94167551	%
	July 31, 2015
	 	 	4.77722704	%
	January 31, 2016
	 	 	4.61277867	%
	July 31, 2016
	 	 	4.44833011	%
	January 31, 2017
	 	 	4.28388183	%
	July 31, 2017
	 	 	4.11943327	%
	January 31, 2018
	 	 	3.95498489	%
	July 31, 2018
	 	 	3.79053643	%
	January 31, 2019
	 	 	3.62608805	%
	July 31, 2019
	 	 	3.96731850	%
	January 31, 2020
	 	 	3.76175794	%
	July 31, 2020
	 	 	3.55619738	%
	January 31, 2021
	 	 	25.55117574	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-3









 






Series B Equipment Notes

Boeing 737-823

N903AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.93704544	%
	January 31, 2012
	 	 	6.63822540	%
	July 31, 2012
	 	 	3.87117906	%
	January 31, 2013
	 	 	4.10221366	%
	July 31, 2013
	 	 	3.70193199	%
	January 31, 2014
	 	 	3.62133855	%
	July 31, 2014
	 	 	4.22847728	%
	January 31, 2015
	 	 	4.12101866	%
	July 31, 2015
	 	 	4.01356094	%
	January 31, 2016
	 	 	3.90610262	%
	July 31, 2016
	 	 	3.79864460	%
	January 31, 2017
	 	 	3.69118628	%
	July 31, 2017
	 	 	3.58372856	%
	January 31, 2018
	 	 	49.78534698	%






Series A Equipment Notes

Boeing 737-823

N904AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.30938551	%
	January 31, 2012
	 	 	2.89411103	%
	July 31, 2012
	 	 	2.47808258	%
	January 31, 2013
	 	 	4.66675406	%
	July 31, 2013
	 	 	4.64126617	%
	January 31, 2014
	 	 	4.51793748	%
	July 31, 2014
	 	 	5.10580387	%
	January 31, 2015
	 	 	4.94136570	%
	July 31, 2015
	 	 	4.77692762	%
	January 31, 2016
	 	 	4.61248945	%
	July 31, 2016
	 	 	4.44805128	%
	January 31, 2017
	 	 	4.28361320	%
	July 31, 2017
	 	 	4.11917511	%
	January 31, 2018
	 	 	3.95473694	%
	July 31, 2018
	 	 	3.79029886	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-4









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2019
	 	 	3.62586069	%
	July 31, 2019
	 	 	3.96706979	%
	January 31, 2020
	 	 	3.76152214	%
	July 31, 2020
	 	 	3.55597458	%
	January 31, 2021
	 	 	25.54957394	%






Series B Equipment Notes

Boeing 737-823

N904AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.93230122	%
	January 31, 2012
	 	 	6.63854337	%
	July 31, 2012
	 	 	3.87136423	%
	January 31, 2013
	 	 	4.10241000	%
	July 31, 2013
	 	 	3.70210935	%
	January 31, 2014
	 	 	3.62151229	%
	July 31, 2014
	 	 	4.22867957	%
	January 31, 2015
	 	 	4.12121616	%
	July 31, 2015
	 	 	4.01375304	%
	January 31, 2016
	 	 	3.90628963	%
	July 31, 2016
	 	 	3.79882679	%
	January 31, 2017
	 	 	3.69136310	%
	July 31, 2017
	 	 	3.58389997	%
	January 31, 2018
	 	 	49.78773128	%






Series A Equipment Notes

Boeing 737-823

N937AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.14501721	%
	January 31, 2012
	 	 	2.73875223	%
	July 31, 2012
	 	 	2.32236970	%
	January 31, 2013
	 	 	4.52643143	%
	July 31, 2013
	 	 	4.50953032	%
	January 31, 2014
	 	 	4.39429530	%
	July 31, 2014
	 	 	4.27906028	%
	January 31, 2015
	 	 	4.16382526	%
	July 31, 2015
	 	 	4.04859024	%
	January 31, 2016
	 	 	4.54025961	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-5









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2016
	 	 	4.38661291	%
	January 31, 2017
	 	 	4.23296631	%
	July 31, 2017
	 	 	4.07931952	%
	January 31, 2018
	 	 	3.92567292	%
	July 31, 2018
	 	 	3.77202622	%
	January 31, 2019
	 	 	3.61837953	%
	July 31, 2019
	 	 	3.46473274	%
	January 31, 2020
	 	 	3.31108614	%
	July 31, 2020
	 	 	3.15743954	%
	January 31, 2021
	 	 	30.38363258	%






Series B Equipment Notes

Boeing 737-823

N937AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.80180874	%
	January 31, 2012
	 	 	6.49443248	%
	July 31, 2012
	 	 	3.72902885	%
	January 31, 2013
	 	 	3.96742594	%
	July 31, 2013
	 	 	3.57093397	%
	January 31, 2014
	 	 	3.49565110	%
	July 31, 2014
	 	 	3.42036764	%
	January 31, 2015
	 	 	3.34508447	%
	July 31, 2015
	 	 	3.26980101	%
	January 31, 2016
	 	 	3.79929328	%
	July 31, 2016
	 	 	3.69891582	%
	January 31, 2017
	 	 	3.59853807	%
	July 31, 2017
	 	 	3.49816032	%
	January 31, 2018
	 	 	53.31055830	%






Series A Equipment Notes

Boeing 737-823

N944AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.15162721	%
	January 31, 2012
	 	 	2.73857095	%
	July 31, 2012
	 	 	2.32221592	%
	January 31, 2013
	 	 	4.52613181	%
	July 31, 2013
	 	 	4.50923179	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-6









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2014
	 	 	4.39400442	%
	July 31, 2014
	 	 	4.27877705	%
	January 31, 2015
	 	 	4.16354959	%
	July 31, 2015
	 	 	4.04832221	%
	January 31, 2016
	 	 	4.53995916	%
	July 31, 2016
	 	 	4.38632257	%
	January 31, 2017
	 	 	4.23268608	%
	July 31, 2017
	 	 	4.07904950	%
	January 31, 2018
	 	 	3.92541300	%
	July 31, 2018
	 	 	3.77177651	%
	January 31, 2019
	 	 	3.61814001	%
	July 31, 2019
	 	 	3.46450352	%
	January 31, 2020
	 	 	3.31086693	%
	July 31, 2020
	 	 	3.15723044	%
	January 31, 2021
	 	 	30.38162135	%






Series B Equipment Notes

Boeing 737-823

N944AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.78865096	%
	January 31, 2012
	 	 	6.49529367	%
	July 31, 2012
	 	 	3.72952371	%
	January 31, 2013
	 	 	3.96795199	%
	July 31, 2013
	 	 	3.57140795	%
	January 31, 2014
	 	 	3.49611458	%
	July 31, 2014
	 	 	3.42082121	%
	January 31, 2015
	 	 	3.34552842	%
	July 31, 2015
	 	 	3.27023476	%
	January 31, 2016
	 	 	3.79979705	%
	July 31, 2016
	 	 	3.69940648	%
	January 31, 2017
	 	 	3.59901502	%
	July 31, 2017
	 	 	3.49862445	%
	January 31, 2018
	 	 	53.31762975	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-7









 






Series A Equipment Notes

Boeing 737-823

N945AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.14867803	%
	January 31, 2012
	 	 	2.73865181	%
	July 31, 2012
	 	 	2.32228463	%
	January 31, 2013
	 	 	4.52626546	%
	July 31, 2013
	 	 	4.50936501	%
	January 31, 2014
	 	 	4.39413418	%
	July 31, 2014
	 	 	4.27890335	%
	January 31, 2015
	 	 	4.16367269	%
	July 31, 2015
	 	 	4.04844177	%
	January 31, 2016
	 	 	4.54009322	%
	July 31, 2016
	 	 	4.38645208	%
	January 31, 2017
	 	 	4.23281103	%
	July 31, 2017
	 	 	4.07917007	%
	January 31, 2018
	 	 	3.92552893	%
	July 31, 2018
	 	 	3.77188797	%
	January 31, 2019
	 	 	3.61824684	%
	July 31, 2019
	 	 	3.46460579	%
	January 31, 2020
	 	 	3.31096474	%
	July 31, 2020
	 	 	3.15732369	%
	January 31, 2021
	 	 	30.38251872	%






Series B Equipment Notes

Boeing 737-823

N945AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.77969601	%
	January 31, 2012
	 	 	6.49588006	%
	July 31, 2012
	 	 	3.72985997	%
	January 31, 2013
	 	 	3.96831049	%
	July 31, 2013
	 	 	3.57172999	%
	January 31, 2014
	 	 	3.49643013	%
	July 31, 2014
	 	 	3.42113028	%
	January 31, 2015
	 	 	3.34582984	%
	July 31, 2015
	 	 	3.27053028	%
	January 31, 2016
	 	 	3.80014003	%
	July 31, 2016
	 	 	3.69974032	%




Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-8









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2017
	 	 	3.59934032	%
	July 31, 2017
	 	 	3.49894003	%
	January 31, 2018
	 	 	53.32244225	%






Series A Equipment Notes

Boeing 737-823

N946AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.15012132	%
	January 31, 2012
	 	 	2.73861226	%
	July 31, 2012
	 	 	2.32225092	%
	January 31, 2013
	 	 	4.52620009	%
	July 31, 2013
	 	 	4.50929986	%
	January 31, 2014
	 	 	4.39407066	%
	July 31, 2014
	 	 	4.27884155	%
	January 31, 2015
	 	 	4.16361244	%
	July 31, 2015
	 	 	4.04838324	%
	January 31, 2016
	 	 	4.54002758	%
	July 31, 2016
	 	 	4.38638873	%
	January 31, 2017
	 	 	4.23274989	%
	July 31, 2017
	 	 	4.07911104	%
	January 31, 2018
	 	 	3.92547228	%
	July 31, 2018
	 	 	3.77183335	%
	January 31, 2019
	 	 	3.61819459	%
	July 31, 2019
	 	 	3.46455575	%
	January 31, 2020
	 	 	3.31091681	%
	July 31, 2020
	 	 	3.15727805	%
	January 31, 2021
	 	 	30.38207959	%






Series B Equipment Notes

Boeing 737-823

N946AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.78954358	%
	January 31, 2012
	 	 	6.49523528	%
	July 31, 2012
	 	 	3.72949028	%
	January 31, 2013
	 	 	3.96791608	%
	July 31, 2013
	 	 	3.57137574	%
	January 31, 2014
	 	 	3.49608304	%




Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-9









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2014
	 	 	3.42079064	%
	January 31, 2015
	 	 	3.34549794	%
	July 31, 2015
	 	 	3.27020583	%
	January 31, 2016
	 	 	3.79976296	%
	July 31, 2016
	 	 	3.69937279	%
	January 31, 2017
	 	 	3.59898292	%
	July 31, 2017
	 	 	3.49859305	%
	January 31, 2018
	 	 	53.31714988	%






Series A Equipment Notes

Boeing 737-823

N952AA




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.09861279	%
	January 31, 2012
	 	 	2.69130083	%
	July 31, 2012
	 	 	2.27482575	%
	January 31, 2013
	 	 	4.48349668	%
	July 31, 2013
	 	 	4.46921321	%
	January 31, 2014
	 	 	4.35644925	%
	July 31, 2014
	 	 	4.24368522	%
	January 31, 2015
	 	 	4.13092126	%
	July 31, 2015
	 	 	4.01815723	%
	January 31, 2016
	 	 	3.90539327	%
	July 31, 2016
	 	 	4.36772558	%
	January 31, 2017
	 	 	4.21737367	%
	July 31, 2017
	 	 	4.06702159	%
	January 31, 2018
	 	 	3.91666968	%
	July 31, 2018
	 	 	3.76631761	%
	January 31, 2019
	 	 	3.61596561	%
	July 31, 2019
	 	 	3.46561362	%
	January 31, 2020
	 	 	3.31526163	%
	July 31, 2020
	 	 	3.16490963	%
	January 31, 2021
	 	 	31.43108588	%






Series B Equipment Notes

Boeing 737-823

N952AA




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.75858302	%




Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-10









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	6.45075339	%
	July 31, 2012
	 	 	3.68579436	%
	January 31, 2013
	 	 	3.92643869	%
	July 31, 2013
	 	 	3.53109387	%
	January 31, 2014
	 	 	3.45742702	%
	July 31, 2014
	 	 	3.38376044	%
	January 31, 2015
	 	 	3.31009333	%
	July 31, 2015
	 	 	3.23642702	%
	January 31, 2016
	 	 	3.16275963	%
	July 31, 2016
	 	 	3.66860526	%
	January 31, 2017
	 	 	3.57038280	%
	July 31, 2017
	 	 	3.47216061	%
	January 31, 2018
	 	 	54.38572056	%






Series A Equipment Notes

Boeing 737-823

N953AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.10156703	%
	January 31, 2012
	 	 	2.69122122	%
	July 31, 2012
	 	 	2.27475847	%
	January 31, 2013
	 	 	4.48336409	%
	July 31, 2013
	 	 	4.46908112	%
	January 31, 2014
	 	 	4.35632039	%
	July 31, 2014
	 	 	4.24355973	%
	January 31, 2015
	 	 	4.13079908	%
	July 31, 2015
	 	 	4.01803842	%
	January 31, 2016
	 	 	3.90527777	%
	July 31, 2016
	 	 	4.36759639	%
	January 31, 2017
	 	 	4.21724899	%
	July 31, 2017
	 	 	4.06690134	%
	January 31, 2018
	 	 	3.91655378	%
	July 31, 2018
	 	 	3.76620629	%
	January 31, 2019
	 	 	3.61585872	%
	July 31, 2019
	 	 	3.46551116	%
	January 31, 2020
	 	 	3.31516351	%
	July 31, 2020
	 	 	3.16481611	%
	January 31, 2021
	 	 	31.43015638	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-11











 





Series B Equipment Notes

Boeing 737-823

N953AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.72717434	%
	January 31, 2012
	 	 	6.45279496	%
	July 31, 2012
	 	 	3.68696080	%
	January 31, 2013
	 	 	3.92768147	%
	July 31, 2013
	 	 	3.53221135	%
	January 31, 2014
	 	 	3.45852111	%
	July 31, 2014
	 	 	3.38483141	%
	January 31, 2015
	 	 	3.31114117	%
	July 31, 2015
	 	 	3.23745093	%
	January 31, 2016
	 	 	3.16376096	%
	July 31, 2016
	 	 	3.66976645	%
	January 31, 2017
	 	 	3.57151261	%
	July 31, 2017
	 	 	3.47325932	%
	January 31, 2018
	 	 	54.40293311	%






Series A Equipment Notes

Boeing 737-823

N954AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.10465201	%
	January 31, 2012
	 	 	2.69113807	%
	July 31, 2012
	 	 	2.27468832	%
	January 31, 2013
	 	 	4.48322564	%
	July 31, 2013
	 	 	4.46894304	%
	January 31, 2014
	 	 	4.35618585	%
	July 31, 2014
	 	 	4.24342875	%
	January 31, 2015
	 	 	4.13067148	%
	July 31, 2015
	 	 	4.01791430	%
	January 31, 2016
	 	 	3.90515720	%
	July 31, 2016
	 	 	4.36746157	%
	January 31, 2017
	 	 	4.21711869	%
	July 31, 2017
	 	 	4.06677580	%
	January 31, 2018
	 	 	3.91643283	%
	July 31, 2018
	 	 	3.76608995	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC


Sch. III-12









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2019
	 	 	3.61574707	%
	July 31, 2019
	 	 	3.46540410	%
	January 31, 2020
	 	 	3.31506121	%
	July 31, 2020
	 	 	3.16471833	%
	January 31, 2021
	 	 	31.42918577	%






Series B Equipment Notes

Boeing 737-823

N954AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.74001139	%
	January 31, 2012
	 	 	6.45196083	%
	July 31, 2012
	 	 	3.68648361	%
	January 31, 2013
	 	 	3.92717361	%
	July 31, 2013
	 	 	3.53175472	%
	January 31, 2014
	 	 	3.45807417	%
	July 31, 2014
	 	 	3.38439333	%
	January 31, 2015
	 	 	3.31071306	%
	July 31, 2015
	 	 	3.23703250	%
	January 31, 2016
	 	 	3.16335167	%
	July 31, 2016
	 	 	3.66929167	%
	January 31, 2017
	 	 	3.57105111	%
	July 31, 2017
	 	 	3.47281000	%
	January 31, 2018
	 	 	54.39589833	%






Series A Equipment Notes

Boeing 737-823

N955AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.10161978	%
	January 31, 2012
	 	 	2.69121976	%
	July 31, 2012
	 	 	2.27475736	%
	January 31, 2013
	 	 	4.48336173	%
	July 31, 2013
	 	 	4.46907869	%
	January 31, 2014
	 	 	4.35631808	%
	July 31, 2014
	 	 	4.24355756	%
	January 31, 2015
	 	 	4.13079687	%
	July 31, 2015
	 	 	4.01803626	%
	January 31, 2016
	 	 	3.90527574	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-13









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2016
	 	 	4.36759414	%
	January 31, 2017
	 	 	4.21724669	%
	July 31, 2017
	 	 	4.06689925	%
	January 31, 2018
	 	 	3.91655172	%
	July 31, 2018
	 	 	3.76620427	%
	January 31, 2019
	 	 	3.61585682	%
	July 31, 2019
	 	 	3.46550929	%
	January 31, 2020
	 	 	3.31516184	%
	July 31, 2020
	 	 	3.16481439	%
	January 31, 2021
	 	 	31.43013977	%






Series B Equipment Notes

Boeing 737-823

N955AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.73884601	%
	January 31, 2012
	 	 	6.45203658	%
	July 31, 2012
	 	 	3.68652690	%
	January 31, 2013
	 	 	3.92721972	%
	July 31, 2013
	 	 	3.53179618	%
	January 31, 2014
	 	 	3.45811476	%
	July 31, 2014
	 	 	3.38443308	%
	January 31, 2015
	 	 	3.31075192	%
	July 31, 2015
	 	 	3.23707050	%
	January 31, 2016
	 	 	3.16338882	%
	July 31, 2016
	 	 	3.66933475	%
	January 31, 2017
	 	 	3.57109303	%
	July 31, 2017
	 	 	3.47285078	%
	January 31, 2018
	 	 	54.39653697	%






Series A Equipment Notes

Boeing 737-823

N956AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.10167817	%
	January 31, 2012
	 	 	2.69121833	%
	July 31, 2012
	 	 	2.27475596	%
	January 31, 2013
	 	 	4.48335910	%
	July 31, 2013
	 	 	4.46907608	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-14









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2014
	 	 	4.35631557	%
	July 31, 2014
	 	 	4.24355505	%
	January 31, 2015
	 	 	4.13079445	%
	July 31, 2015
	 	 	4.01803393	%
	January 31, 2016
	 	 	3.90527342	%
	July 31, 2016
	 	 	4.36759159	%
	January 31, 2017
	 	 	4.21724420	%
	July 31, 2017
	 	 	4.06689690	%
	January 31, 2018
	 	 	3.91654943	%
	July 31, 2018
	 	 	3.76620205	%
	January 31, 2019
	 	 	3.61585467	%
	July 31, 2019
	 	 	3.46550728	%
	January 31, 2020
	 	 	3.31515990	%
	July 31, 2020
	 	 	3.16481252	%
	January 31, 2021
	 	 	31.43012141	%






Series B Equipment Notes

Boeing 737-823

N956AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.72916272	%
	January 31, 2012
	 	 	6.45266578	%
	July 31, 2012
	 	 	3.68688673	%
	January 31, 2013
	 	 	3.92760277	%
	July 31, 2013
	 	 	3.53214065	%
	January 31, 2014
	 	 	3.45845227	%
	July 31, 2014
	 	 	3.38476309	%
	January 31, 2015
	 	 	3.31107498	%
	July 31, 2015
	 	 	3.23738633	%
	January 31, 2016
	 	 	3.16369742	%
	July 31, 2016
	 	 	3.66969263	%
	January 31, 2017
	 	 	3.57144137	%
	July 31, 2017
	 	 	3.47318958	%
	January 31, 2018
	 	 	54.40184366	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-15









 






Series A Equipment Notes

Boeing 737-823

N961AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.05746569	%
	January 31, 2012
	 	 	2.64575413	%
	July 31, 2012
	 	 	2.22920420	%
	January 31, 2013
	 	 	4.44221751	%
	July 31, 2013
	 	 	4.43044229	%
	January 31, 2014
	 	 	4.32004911	%
	July 31, 2014
	 	 	4.20965608	%
	January 31, 2015
	 	 	4.09926306	%
	July 31, 2015
	 	 	3.98886987	%
	January 31, 2016
	 	 	3.87847685	%
	July 31, 2016
	 	 	3.76808383	%
	January 31, 2017
	 	 	4.20229654	%
	July 31, 2017
	 	 	4.05510574	%
	January 31, 2018
	 	 	3.90791501	%
	July 31, 2018
	 	 	3.76072421	%
	January 31, 2019
	 	 	3.61353348	%
	July 31, 2019
	 	 	3.46634268	%
	January 31, 2020
	 	 	3.31915187	%
	July 31, 2020
	 	 	3.17196114	%
	January 31, 2021
	 	 	32.43348669	%






Series B Equipment Notes

Boeing 737-823

N961AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.68702215	%
	January 31, 2012
	 	 	6.41085737	%
	July 31, 2012
	 	 	3.64548352	%
	January 31, 2013
	 	 	3.88835575	%
	July 31, 2013
	 	 	3.49398892	%
	January 31, 2014
	 	 	3.42184927	%
	July 31, 2014
	 	 	3.34970908	%
	January 31, 2015
	 	 	3.27756834	%
	July 31, 2015
	 	 	3.20542896	%
	January 31, 2016
	 	 	3.13328822	%
	July 31, 2016
	 	 	3.06114803	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-16









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2017
	 	 	3.54448730	%
	July 31, 2017
	 	 	3.44830065	%
	January 31, 2018
	 	 	55.43251243	%






Series A Equipment Notes

Boeing 737-823

N963AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.05429998	%
	January 31, 2012
	 	 	2.64583787	%
	July 31, 2012
	 	 	2.22927495	%
	January 31, 2013
	 	 	4.44235811	%
	July 31, 2013
	 	 	4.43058266	%
	January 31, 2014
	 	 	4.32018599	%
	July 31, 2014
	 	 	4.20978940	%
	January 31, 2015
	 	 	4.09939289	%
	July 31, 2015
	 	 	3.98899622	%
	January 31, 2016
	 	 	3.87859971	%
	July 31, 2016
	 	 	3.76820313	%
	January 31, 2017
	 	 	4.20242969	%
	July 31, 2017
	 	 	4.05523421	%
	January 31, 2018
	 	 	3.90803881	%
	July 31, 2018
	 	 	3.76084333	%
	January 31, 2019
	 	 	3.61364793	%
	July 31, 2019
	 	 	3.46645245	%
	January 31, 2020
	 	 	3.31925706	%
	July 31, 2020
	 	 	3.17206158	%
	January 31, 2021
	 	 	32.43451403	%






Series B Equipment Notes

Boeing 737-823

N963AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.70464215	%
	January 31, 2012
	 	 	6.40971981	%
	July 31, 2012
	 	 	3.64483644	%
	January 31, 2013
	 	 	3.88766603	%
	July 31, 2013
	 	 	3.49336910	%
	January 31, 2014
	 	 	3.42124204	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-17









 







	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2014
	 	 	3.34911471	%
	January 31, 2015
	 	 	3.27698710	%
	July 31, 2015
	 	 	3.20486004	%
	January 31, 2016
	 	 	3.13273244	%
	July 31, 2016
	 	 	3.06060510	%
	January 31, 2017
	 	 	3.54385840	%
	July 31, 2017
	 	 	3.44768880	%
	January 31, 2018 
	 	 	55.42267783	%






Series A Equipment Notes

Boeing 737-823

N967AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.05124012	%
	January 31, 2012
	 	 	2.64591897	%
	July 31, 2012
	 	 	2.22934310	%
	January 31, 2013
	 	 	4.44249418	%
	July 31, 2013
	 	 	4.43071821	%
	January 31, 2014
	 	 	4.32031826	%
	July 31, 2014
	 	 	4.20991831	%
	January 31, 2015
	 	 	4.09951836	%
	July 31, 2015
	 	 	3.98911841	%
	January 31, 2016
	 	 	3.87871846	%
	July 31, 2016
	 	 	3.76831851	%
	January 31, 2017
	 	 	4.20255830	%
	July 31, 2017
	 	 	4.05535836	%
	January 31, 2018
	 	 	3.90815843	%
	July 31, 2018
	 	 	3.76095849	%
	January 31, 2019
	 	 	3.61375856	%
	July 31, 2019
	 	 	3.46655863	%
	January 31, 2020
	 	 	3.31935861	%
	July 31, 2020
	 	 	3.17215876	%
	January 31, 2021
	 	 	32.43550697	%






Series B Equipment Notes

Boeing 737-823

N967AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.70655768	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-18









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	6.40959596	%
	July 31, 2012
	 	 	3.64476658	%
	January 31, 2013
	 	 	3.88759084	%
	July 31, 2013
	 	 	3.49330189	%
	January 31, 2014
	 	 	3.42117601	%
	July 31, 2014
	 	 	3.34905013	%
	January 31, 2015
	 	 	3.27692399	%
	July 31, 2015
	 	 	3.20479784	%
	January 31, 2016
	 	 	3.13267197	%
	July 31, 2016
	 	 	3.06054609	%
	January 31, 2017
	 	 	3.54379030	%
	July 31, 2017
	 	 	3.44762210	%
	January 31, 2018
	 	 	55.42160863	%






Series A Equipment Notes

Boeing 757-223

N181AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	2.90215120	%
	July 31, 2012
	 	 	2.48579726	%
	January 31, 2013
	 	 	4.68128254	%
	July 31, 2013
	 	 	4.65571521	%
	January 31, 2014
	 	 	4.53200272	%
	July 31, 2014
	 	 	5.12169914	%
	January 31, 2015
	 	 	4.95674914	%
	July 31, 2015
	 	 	4.79179903	%
	January 31, 2016
	 	 	4.62684904	%
	July 31, 2016
	 	 	4.46189892	%
	January 31, 2017
	 	 	4.29694881	%
	July 31, 2017
	 	 	4.13199894	%
	January 31, 2018
	 	 	3.96704871	%
	July 31, 2018
	 	 	3.80209871	%
	January 31, 2019
	 	 	3.63714872	%
	July 31, 2019
	 	 	3.97942003	%
	January 31, 2020
	 	 	3.77323242	%
	July 31, 2020
	 	 	3.56704492	%
	January 31, 2021
	 	 	25.62911455	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-19









 






Series B Equipment Notes

Boeing 757-223

N181AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	6.71525223	%
	July 31, 2012
	 	 	3.90720054	%
	January 31, 2013
	 	 	4.14038476	%
	July 31, 2013
	 	 	3.73637932	%
	January 31, 2014
	 	 	3.65503537	%
	July 31, 2014
	 	 	4.26782316	%
	January 31, 2015
	 	 	4.15936533	%
	July 31, 2015
	 	 	4.05090711	%
	January 31, 2016
	 	 	3.94244928	%
	July 31, 2016
	 	 	3.83399106	%
	January 31, 2017
	 	 	3.72553362	%
	July 31, 2017
	 	 	3.61707462	%
	January 31, 2018
	 	 	50.24860358	%






Series A Equipment Notes

Boeing 757-223

N182AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	2.89877884	%
	July 31, 2012
	 	 	2.48588366	%
	January 31, 2013
	 	 	4.68144503	%
	July 31, 2013
	 	 	4.65587694	%
	January 31, 2014
	 	 	4.53216014	%
	July 31, 2014
	 	 	5.12187704	%
	January 31, 2015
	 	 	4.95692123	%
	July 31, 2015
	 	 	4.79196553	%
	January 31, 2016
	 	 	4.62700972	%
	July 31, 2016
	 	 	4.46205391	%
	January 31, 2017
	 	 	4.29709811	%
	July 31, 2017
	 	 	4.13214230	%
	January 31, 2018
	 	 	3.96718659	%
	July 31, 2018
	 	 	3.80223078	%
	January 31, 2019
	 	 	3.63727498	%
	July 31, 2019
	 	 	3.97955827	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-20









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2020
	 	 	3.77336346	%
	July 31, 2020
	 	 	3.56716885	%
	January 31, 2021
	 	 	25.63000461	%






Series B Equipment Notes

Boeing 757-223

N182AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	6.70146722	%
	July 31, 2012
	 	 	3.90777759	%
	January 31, 2013
	 	 	4.14099736	%
	July 31, 2013
	 	 	3.73693114	%
	January 31, 2014
	 	 	3.65557562	%
	July 31, 2014
	 	 	4.26845371	%
	January 31, 2015
	 	 	4.15998023	%
	July 31, 2015
	 	 	4.05150544	%
	January 31, 2016
	 	 	3.94303196	%
	July 31, 2016
	 	 	3.83455750	%
	January 31, 2017
	 	 	3.72608402	%
	July 31, 2017
	 	 	3.61760956	%
	January 31, 2018
	 	 	50.25602867	%






Series A Equipment Notes

Boeing 757-223

N185AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	2.64564474	%
	July 31, 2012
	 	 	2.23052344	%
	January 31, 2013
	 	 	4.44484619	%
	July 31, 2013
	 	 	4.43306390	%
	January 31, 2014
	 	 	4.32260556	%
	July 31, 2014
	 	 	4.21214713	%
	January 31, 2015
	 	 	4.10168871	%
	July 31, 2015
	 	 	3.99123028	%
	January 31, 2016
	 	 	3.88077194	%
	July 31, 2016
	 	 	3.77031352	%
	January 31, 2017
	 	 	4.20478323	%
	July 31, 2017
	 	 	4.05750539	%
	January 31, 2018
	 	 	3.91022754	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-21









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2018
	 	 	3.76294962	%
	January 31, 2019
	 	 	3.61567169	%
	July 31, 2019
	 	 	3.46839393	%
	January 31, 2020
	 	 	3.32111600	%
	July 31, 2020
	 	 	3.17383815	%
	January 31, 2021
	 	 	32.45267904	%






Series B Equipment Notes

Boeing 757-223

N185AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	6.44821350	%
	July 31, 2012
	 	 	3.67097637	%
	January 31, 2013
	 	 	3.91554684	%
	July 31, 2013
	 	 	3.51842278	%
	January 31, 2014
	 	 	3.44577806	%
	July 31, 2014
	 	 	3.37313361	%
	January 31, 2015
	 	 	3.30048889	%
	July 31, 2015
	 	 	3.22784416	%
	January 31, 2016
	 	 	3.15519972	%
	July 31, 2016
	 	 	3.08255471	%
	January 31, 2017
	 	 	3.56927398	%
	July 31, 2017
	 	 	3.47241463	%
	January 31, 2018
	 	 	55.82015274	%






Series A Equipment Notes

Boeing 757-223

N186AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	2.64654755	%
	July 31, 2012
	 	 	2.23050264	%
	January 31, 2013
	 	 	4.44480494	%
	July 31, 2013
	 	 	4.43302289	%
	January 31, 2014
	 	 	4.32256541	%
	July 31, 2014
	 	 	4.21210811	%
	January 31, 2015
	 	 	4.10165072	%
	July 31, 2015
	 	 	3.99119332	%
	January 31, 2016
	 	 	3.88073593	%
	July 31, 2016
	 	 	3.77027854	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-22









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2017
	 	 	4.20474417	%
	July 31, 2017
	 	 	4.05746779	%
	January 31, 2018
	 	 	3.91019124	%
	July 31, 2018
	 	 	3.76291469	%
	January 31, 2019
	 	 	3.61563823	%
	July 31, 2019
	 	 	3.46836177	%
	January 31, 2020
	 	 	3.32108522	%
	July 31, 2020
	 	 	3.17380867	%
	January 31, 2021
	 	 	32.45237815	%






Series B Equipment Notes

Boeing 757-223

N186AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	6.45271950	%
	July 31, 2012
	 	 	3.67079989	%
	January 31, 2013
	 	 	3.91535832	%
	July 31, 2013
	 	 	3.51825314	%
	January 31, 2014
	 	 	3.44561231	%
	July 31, 2014
	 	 	3.37297092	%
	January 31, 2015
	 	 	3.30032982	%
	July 31, 2015
	 	 	3.22768843	%
	January 31, 2016
	 	 	3.15504761	%
	July 31, 2016
	 	 	3.08240650	%
	January 31, 2017
	 	 	3.56910234	%
	July 31, 2017
	 	 	3.47224715	%
	January 31, 2018
	 	 	55.81746408	%






Series A Equipment Notes

Boeing 757-223

N187AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	2.64789655	%
	July 31, 2012
	 	 	2.23047173	%
	January 31, 2013
	 	 	4.44474337	%
	July 31, 2013
	 	 	4.43296149	%
	January 31, 2014
	 	 	4.32250552	%
	July 31, 2014
	 	 	4.21204974	%
	January 31, 2015
	 	 	4.10159377	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-23









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2015
	 	 	3.99113808	%
	January 31, 2016
	 	 	3.88068211	%
	July 31, 2016
	 	 	3.77022633	%
	January 31, 2017
	 	 	4.20468598	%
	July 31, 2017
	 	 	4.05741151	%
	January 31, 2018
	 	 	3.91013705	%
	July 31, 2018
	 	 	3.76286258	%
	January 31, 2019
	 	 	3.61558820	%
	July 31, 2019
	 	 	3.46831364	%
	January 31, 2020
	 	 	3.32103917	%
	July 31, 2020
	 	 	3.17376470	%
	January 31, 2021
	 	 	32.45192846	%






Series B Equipment Notes

Boeing 757-223

N187AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	6.45026567	%
	July 31, 2012
	 	 	3.67089603	%
	January 31, 2013
	 	 	3.91546089	%
	July 31, 2013
	 	 	3.51834544	%
	January 31, 2014
	 	 	3.44570267	%
	July 31, 2014
	 	 	3.37305928	%
	January 31, 2015
	 	 	3.30041682	%
	July 31, 2015
	 	 	3.22777312	%
	January 31, 2016
	 	 	3.15513035	%
	July 31, 2016
	 	 	3.08248727	%
	January 31, 2017
	 	 	3.56919553	%
	July 31, 2017
	 	 	3.47233861	%
	January 31, 2018
	 	 	55.81892831	%






Series A Equipment Notes

Boeing 757-223

N188AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	2.64328771	%
	July 31, 2012
	 	 	2.23057731	%
	January 31, 2013
	 	 	4.44495383	%
	July 31, 2013
	 	 	4.43317125	%
	January 31, 2014
	 	 	4.32271022	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-24









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2014
	 	 	4.21224912	%
	January 31, 2015
	 	 	4.10178801	%
	July 31, 2015
	 	 	3.99132699	%
	January 31, 2016
	 	 	3.88086588	%
	July 31, 2016
	 	 	3.77040477	%
	January 31, 2017
	 	 	4.20488509	%
	July 31, 2017
	 	 	4.05760358	%
	January 31, 2018
	 	 	3.91032216	%
	July 31, 2018
	 	 	3.76304074	%
	January 31, 2019
	 	 	3.61575932	%
	July 31, 2019
	 	 	3.46847782	%
	January 31, 2020
	 	 	3.32119640	%
	July 31, 2020
	 	 	3.17391498	%
	January 31, 2021
	 	 	32.45346481	%






Series B Equipment Notes

Boeing 757-223

N188AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	6.46270886	%
	July 31, 2012
	 	 	3.67040782	%
	January 31, 2013
	 	 	3.91494024	%
	July 31, 2013
	 	 	3.51787766	%
	January 31, 2014
	 	 	3.44524412	%
	July 31, 2014
	 	 	3.37261088	%
	January 31, 2015
	 	 	3.29997734	%
	July 31, 2015
	 	 	3.22734410	%
	January 31, 2016
	 	 	3.15471056	%
	July 31, 2016
	 	 	3.08207732	%
	January 31, 2017
	 	 	3.56872104	%
	July 31, 2017
	 	 	3.47187624	%
	January 31, 2018
	 	 	55.81150382	%






Series A Equipment Notes

Boeing 767-323ER

N396AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.30797967	%
	January 31, 2012
	 	 	2.89415191	%





Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC



Sch. III-25









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2012
	 	 	2.47811746	%
	January 31, 2013
	 	 	4.66681986	%
	July 31, 2013
	 	 	4.64133161	%
	January 31, 2014
	 	 	4.51800124	%
	July 31, 2014
	 	 	5.10587582	%
	January 31, 2015
	 	 	4.94143539	%
	July 31, 2015
	 	 	4.77699496	%
	January 31, 2016
	 	 	4.61255453	%
	July 31, 2016
	 	 	4.44811404	%
	January 31, 2017
	 	 	4.28367361	%
	July 31, 2017
	 	 	4.11923318	%
	January 31, 2018
	 	 	3.95479275	%
	July 31, 2018
	 	 	3.79035226	%
	January 31, 2019
	 	 	3.62591183	%
	July 31, 2019
	 	 	3.96712573	%
	January 31, 2020
	 	 	3.76157524	%
	July 31, 2020
	 	 	3.55602462	%
	January 31, 2021
	 	 	25.54993427	%






Series B Equipment Notes

Boeing 767-323ER

N396AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.93753576	%
	January 31, 2012
	 	 	6.63819240	%
	July 31, 2012
	 	 	3.87115969	%
	January 31, 2013
	 	 	4.10219362	%
	July 31, 2013
	 	 	3.70191365	%
	January 31, 2014
	 	 	3.62132080	%
	July 31, 2014
	 	 	4.22845612	%
	January 31, 2015
	 	 	4.12099858	%
	July 31, 2015
	 	 	4.01354084	%
	January 31, 2016
	 	 	3.90608330	%
	July 31, 2016
	 	 	3.79862576	%
	January 31, 2017
	 	 	3.69116822	%
	July 31, 2017
	 	 	3.58371048	%
	January 31, 2018
	 	 	49.78510077	%






Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC


Sch. III-26













 





Series A Equipment Notes

Boeing 767-323ER

N397AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.30788489	%
	January 31, 2012
	 	 	2.89415466	%
	July 31, 2012
	 	 	2.47811982	%
	January 31, 2013
	 	 	4.66682430	%
	July 31, 2013
	 	 	4.64133599	%
	January 31, 2014
	 	 	4.51800557	%
	July 31, 2014
	 	 	5.10588068	%
	January 31, 2015
	 	 	4.94144009	%
	July 31, 2015
	 	 	4.77699950	%
	January 31, 2016
	 	 	4.61255892	%
	July 31, 2016
	 	 	4.44811827	%
	January 31, 2017
	 	 	4.28367768	%
	July 31, 2017
	 	 	4.11923710	%
	January 31, 2018
	 	 	3.95479651	%
	July 31, 2018
	 	 	3.79035586	%
	January 31, 2019
	 	 	3.62591527	%
	July 31, 2019
	 	 	3.96712953	%
	January 31, 2020
	 	 	3.76157878	%
	July 31, 2020
	 	 	3.55602797	%
	January 31, 2021
	 	 	25.54995860	%






Series B Equipment Notes

Boeing 767-323ER

N397AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.93222730	%
	January 31, 2012
	 	 	6.63854803	%
	July 31, 2012
	 	 	3.87136724	%
	January 31, 2013
	 	 	4.10241335	%
	July 31, 2013
	 	 	3.70211223	%
	January 31, 2014
	 	 	3.62151466	%
	July 31, 2014
	 	 	4.22868271	%
	January 31, 2015
	 	 	4.12121941	%
	July 31, 2015
	 	 	4.01375592	%
	January 31, 2016
	 	 	3.90629262	%
	July 31, 2016
	 	 	3.79882932	%






Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-27









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2017
	 	 	3.69136603	%
	July 31, 2017
	 	 	3.58390253	%
	January 31, 2018
	 	 	49.78776866	%






Series A Equipment Notes

Boeing 777-223ER

N770AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.30739591	%
	January 31, 2012
	 	 	2.89416882	%
	July 31, 2012
	 	 	2.47813200	%
	January 31, 2013
	 	 	4.66684720	%
	July 31, 2013
	 	 	4.64135876	%
	January 31, 2014
	 	 	4.51802769	%
	July 31, 2014
	 	 	5.10590577	%
	January 31, 2015
	 	 	4.94146430	%
	July 31, 2015
	 	 	4.77702295	%
	January 31, 2016
	 	 	4.61258151	%
	July 31, 2016
	 	 	4.44814009	%
	January 31, 2017
	 	 	4.28369872	%
	July 31, 2017
	 	 	4.11925730	%
	January 31, 2018
	 	 	3.95481586	%
	July 31, 2018
	 	 	3.79037448	%
	January 31, 2019
	 	 	3.62593307	%
	July 31, 2019
	 	 	3.96714898	%
	January 31, 2020
	 	 	3.76159723	%
	July 31, 2020
	 	 	3.55604547	%
	January 31, 2021
	 	 	25.55008388	%






Series B Equipment Notes

Boeing 777-223ER

N770AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.93793953	%
	January 31, 2012
	 	 	6.63816547	%
	July 31, 2012
	 	 	3.87114391	%
	January 31, 2013
	 	 	4.10217664	%
	July 31, 2013
	 	 	3.70189879	%
	January 31, 2014
	 	 	3.62130603	%







Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-28









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2014
	 	 	4.22843877	%
	January 31, 2015
	 	 	4.12098179	%
	July 31, 2015
	 	 	4.01352460	%
	January 31, 2016
	 	 	3.90606740	%
	July 31, 2016
	 	 	3.79861032	%
	January 31, 2017
	 	 	3.69115301	%
	July 31, 2017
	 	 	3.58369593	%
	January 31, 2018
	 	 	49.78489781	%






Series A Equipment Notes

Boeing 777-223ER

N772AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.30548879	%
	January 31, 2012
	 	 	2.89422414	%
	July 31, 2012
	 	 	2.47817944	%
	January 31, 2013
	 	 	4.66693646	%
	July 31, 2013
	 	 	4.64144755	%
	January 31, 2014
	 	 	4.51811413	%
	July 31, 2014
	 	 	5.10600343	%
	January 31, 2015
	 	 	4.94155886	%
	July 31, 2015
	 	 	4.77711432	%
	January 31, 2016
	 	 	4.61266975	%
	July 31, 2016
	 	 	4.44822522	%
	January 31, 2017
	 	 	4.28378062	%
	July 31, 2017
	 	 	4.11933611	%
	January 31, 2018
	 	 	3.95489155	%
	July 31, 2018
	 	 	3.79044698	%
	January 31, 2019
	 	 	3.62600241	%
	July 31, 2019
	 	 	3.96722490	%
	January 31, 2020
	 	 	3.76166918	%
	July 31, 2020
	 	 	3.55611350	%
	January 31, 2021
	 	 	25.55057266	%






Series B Equipment Notes

Boeing 777-223ER

N772AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.94091346	%






Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-29









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	6.63796621	%
	July 31, 2012
	 	 	3.87102757	%
	January 31, 2013
	 	 	4.10205358	%
	July 31, 2013
	 	 	3.70178775	%
	January 31, 2014
	 	 	3.62119722	%
	July 31, 2014
	 	 	4.22831185	%
	January 31, 2015
	 	 	4.12085812	%
	July 31, 2015
	 	 	4.01340398	%
	January 31, 2016
	 	 	3.90595015	%
	July 31, 2016
	 	 	3.79849622	%
	January 31, 2017
	 	 	3.69104239	%
	July 31, 2017
	 	 	3.58358825	%
	January 31, 2018
	 	 	49.78340325	%






Series A Equipment Notes

Boeing 777-223ER

N777AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	2.84836063	%
	July 31, 2012
	 	 	2.42989839	%
	January 31, 2013
	 	 	4.62945181	%
	July 31, 2013
	 	 	4.60690054	%
	January 31, 2014
	 	 	4.48609022	%
	July 31, 2014
	 	 	4.36527987	%
	January 31, 2015
	 	 	4.92100739	%
	July 31, 2015
	 	 	4.75992696	%
	January 31, 2016
	 	 	4.59884652	%
	July 31, 2016
	 	 	4.43776608	%
	January 31, 2017
	 	 	4.27668564	%
	July 31, 2017
	 	 	4.11560520	%
	January 31, 2018
	 	 	3.95452476	%
	July 31, 2018
	 	 	3.79344432	%
	January 31, 2019
	 	 	3.63236388	%
	July 31, 2019
	 	 	3.47128344	%
	January 31, 2020
	 	 	3.78539030	%
	July 31, 2020
	 	 	3.58403977	%
	January 31, 2021
	 	 	27.30313428	%






Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-30









 






Series B Equipment Notes

Boeing 777-223ER

N777AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	6.64281167	%
	July 31, 2012
	 	 	3.85611539	%
	January 31, 2013
	 	 	4.09182569	%
	July 31, 2013
	 	 	3.68926422	%
	January 31, 2014
	 	 	3.60981127	%
	July 31, 2014
	 	 	3.53035833	%
	January 31, 2015
	 	 	4.11566167	%
	July 31, 2015
	 	 	4.00972431	%
	January 31, 2016
	 	 	3.90378706	%
	July 31, 2016
	 	 	3.79784990	%
	January 31, 2017
	 	 	3.69191265	%
	July 31, 2017
	 	 	3.58597539	%
	January 31, 2018
	 	 	51.47490245	%






Series A Equipment Notes

Boeing 777-223ER

N788AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.15032380	%
	January 31, 2012
	 	 	2.73860665	%
	July 31, 2012
	 	 	2.32224630	%
	January 31, 2013
	 	 	4.52619088	%
	July 31, 2013
	 	 	4.50929065	%
	January 31, 2014
	 	 	4.39406177	%
	July 31, 2014
	 	 	4.27883286	%
	January 31, 2015
	 	 	4.16360398	%
	July 31, 2015
	 	 	4.04837510	%
	January 31, 2016
	 	 	4.54001833	%
	July 31, 2016
	 	 	4.38637984	%
	January 31, 2017
	 	 	4.23274131	%
	July 31, 2017
	 	 	4.07910281	%
	January 31, 2018
	 	 	3.92546426	%
	July 31, 2018
	 	 	3.77182573	%
	January 31, 2019
	 	 	3.61818723	%






Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-31









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2019
	 	 	3.46454867	%
	January 31, 2020
	 	 	3.31091018	%
	July 31, 2020
	 	 	3.15727165	%
	January 31, 2021
	 	 	30.38201797	%






Series B Equipment Notes

Boeing 777-223ER

N788AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.77676195	%
	January 31, 2012
	 	 	6.49607241	%
	July 31, 2012
	 	 	3.72997034	%
	January 31, 2013
	 	 	3.96842759	%
	July 31, 2013
	 	 	3.57183575	%
	January 31, 2014
	 	 	3.49653343	%
	July 31, 2014
	 	 	3.42123140	%
	January 31, 2015
	 	 	3.34592898	%
	July 31, 2015
	 	 	3.27062686	%
	January 31, 2016
	 	 	3.80025263	%
	July 31, 2016
	 	 	3.69984953	%
	January 31, 2017
	 	 	3.59944664	%
	July 31, 2017
	 	 	3.49904354	%
	January 31, 2018
	 	 	53.32401894	%






Series A Equipment Notes

Boeing 777-223ER

N789AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.14941975	%
	January 31, 2012
	 	 	2.73863146	%
	July 31, 2012
	 	 	2.32226733	%
	January 31, 2013
	 	 	4.52623188	%
	July 31, 2013
	 	 	4.50933147	%
	January 31, 2014
	 	 	4.39410155	%
	July 31, 2014
	 	 	4.27887159	%
	January 31, 2015
	 	 	4.16364170	%
	July 31, 2015
	 	 	4.04841174	%
	January 31, 2016
	 	 	4.54005946	%
	July 31, 2016
	 	 	4.38641955	%







Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-32









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2017
	 	 	4.23277961	%
	July 31, 2017
	 	 	4.07913973	%
	January 31, 2018
	 	 	3.92549982	%
	July 31, 2018
	 	 	3.77185988	%
	January 31, 2019
	 	 	3.61822000	%
	July 31, 2019
	 	 	3.46458006	%
	January 31, 2020
	 	 	3.31094015	%
	July 31, 2020
	 	 	3.15730024	%
	January 31, 2021
	 	 	30.38229304	%






Series B Equipment Notes

Boeing 777-223ER

N789AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.78310188	%
	January 31, 2012
	 	 	6.49565728	%
	July 31, 2012
	 	 	3.72973200	%
	January 31, 2013
	 	 	3.96817396	%
	July 31, 2013
	 	 	3.57160762	%
	January 31, 2014
	 	 	3.49631001	%
	July 31, 2014
	 	 	3.42101285	%
	January 31, 2015
	 	 	3.34571524	%
	July 31, 2015
	 	 	3.27041781	%
	January 31, 2016
	 	 	3.80000975	%
	July 31, 2016
	 	 	3.69961309	%
	January 31, 2017
	 	 	3.59921669	%
	July 31, 2017
	 	 	3.49882003	%
	January 31, 2018
	 	 	53.32061181	%






Series A Equipment Notes

Boeing 777-223ER

N790AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.14855483	%
	January 31, 2012
	 	 	2.73865520	%
	July 31, 2012
	 	 	2.32228741	%
	January 31, 2013
	 	 	4.52627106	%
	July 31, 2013
	 	 	4.50937055	%
	January 31, 2014
	 	 	4.39413963	%






Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-33









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2014
	 	 	4.27890868	%
	January 31, 2015
	 	 	4.16367773	%
	July 31, 2015
	 	 	4.04844681	%
	January 31, 2016
	 	 	4.54009879	%
	July 31, 2016
	 	 	4.38645756	%
	January 31, 2017
	 	 	4.23281629	%
	July 31, 2017
	 	 	4.07917506	%
	January 31, 2018
	 	 	3.92553379	%
	July 31, 2018
	 	 	3.77189259	%
	January 31, 2019
	 	 	3.61825132	%
	July 31, 2019
	 	 	3.46461009	%
	January 31, 2020
	 	 	3.31096882	%
	July 31, 2020
	 	 	3.15732759	%
	January 31, 2021
	 	 	30.38255621	%






Series B Equipment Notes

Boeing 777-223ER

N790AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.79062289	%
	January 31, 2012
	 	 	6.49516495	%
	July 31, 2012
	 	 	3.72944940	%
	January 31, 2013
	 	 	3.96787317	%
	July 31, 2013
	 	 	3.57133674	%
	January 31, 2014
	 	 	3.49604506	%
	July 31, 2014
	 	 	3.42075338	%
	January 31, 2015
	 	 	3.34546170	%
	July 31, 2015
	 	 	3.27016992	%
	January 31, 2016
	 	 	3.79972165	%
	July 31, 2016
	 	 	3.69933271	%
	January 31, 2017
	 	 	3.59894377	%
	July 31, 2017
	 	 	3.49855483	%
	January 31, 2018
	 	 	53.31656985	%






Series A Equipment Notes

Boeing 777-223ER

N791AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.15029563	%







Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-34









 






	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	January 31, 2012
	 	 	2.73860746	%
	July 31, 2012
	 	 	2.32224691	%
	January 31, 2013
	 	 	4.52619218	%
	July 31, 2013
	 	 	4.50929192	%
	January 31, 2014
	 	 	4.39406299	%
	July 31, 2014
	 	 	4.27883409	%
	January 31, 2015
	 	 	4.16360515	%
	July 31, 2015
	 	 	4.04837622	%
	January 31, 2016
	 	 	4.54001964	%
	July 31, 2016
	 	 	4.38638107	%
	January 31, 2017
	 	 	4.23274252	%
	July 31, 2017
	 	 	4.07910391	%
	January 31, 2018
	 	 	3.92546540	%
	July 31, 2018
	 	 	3.77182679	%
	January 31, 2019
	 	 	3.61818824	%
	July 31, 2019
	 	 	3.46454969	%
	January 31, 2020
	 	 	3.31091109	%
	July 31, 2020
	 	 	3.15727254	%
	January 31, 2021
	 	 	30.38202653	%






Series B Equipment Notes

Boeing 777-223ER

N791AN




	 	 	 	 	 
	 	 	Percentage of Original
	 	 	Principal Amount to be
	Payment Date	 	Paid
	 
	July 31, 2011
	 	 	0.77906562	%
	January 31, 2012
	 	 	6.49592160	%
	July 31, 2012
	 	 	3.72988383	%
	January 31, 2013
	 	 	3.96833534	%
	July 31, 2013
	 	 	3.57175289	%
	January 31, 2014
	 	 	3.49645236	%
	July 31, 2014
	 	 	3.42115184	%
	January 31, 2015
	 	 	3.34585141	%
	July 31, 2015
	 	 	3.27055088	%
	January 31, 2016
	 	 	3.80016433	%
	July 31, 2016
	 	 	3.69976366	%
	January 31, 2017
	 	 	3.59936290	%
	July 31, 2017
	 	 	3.49896252	%
	January 31, 2018
	 	 	53.32278083	%







Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-35









 





Indenture for Each Aircraft



Debt Rate (as such term is defined in clause (i) of the definition of “Debt Rate” in the form of
Indenture and Security Agreement included as Exhibit C to the Note Purchase Agreement (as such form
may be amended, supplemented or otherwise modified from time to time in accordance with terms of
the Note Purchase Agreement, the “Indenture Form”)) (x) for Series A (computed on
the basis of a 360-day year consisting of twelve 30-day months, payable semi-
annually in arrears): 5.25% and (y) for Series B (computed on the basis of a 360-day year
consisting of twelve 30-day months, payable semi-annually in arrears): 7.00%.




	 	 	 
	Past Due Rate:

	 	The lesser of (a) with respect to (i) any payment
made to a Noteholder (as such term is defined in
the Indenture Form) under any Series of Equipment
Notes relating to such Aircraft, the Debt Rate
then applicable to such Series plus 1% and (ii)
any other payment made under any Operative
Document (as such term is defined in the
Indenture Form) to any other Person, the Debt
Rate (as such term is defined in clause (ii) of
the definition of “Debt Rate” in the Indenture
Form) plus 1% (computed on the basis of a year of
360 days comprised of twelve 30-day months) and
(b) the maximum rate permitted by applicable law.
	 
	 	 
	Payment Dates:

	 	January 31 and July 31 commencing with the first
such date to occur after the issuance of the
Equipment Notes with respect to such Aircraft.
	 
	 	 
	Make-Whole Amount:

	 	As provided in
Article II
 of the Indenture Form.
	 
	 	 
	Redemption:

	 	As provided in
Article II of the Indenture Form.
	 
	 	 
	All-risk hull insurance:

	 	Not less than 110% of the unpaid principal amount
of the Equipment Notes relating to such Aircraft,
subject to the Company’s right to self-insure on
terms no more favorable to the Company in any
material respect than those set forth in Section 7.06  of the Indenture Form.






Participation Agreement for Each Aircraft



The applicable Loan Trustee, the Subordination Agent, the Liquidity Providers, the Pass Through
Trustees and the Escrow Agent shall be indemnified against Claims (as such term is defined in the
Participation Agreement Form referred to below) to the extent set forth in Section 4.02 of
the form of the Participation Agreement included as Exhibit B to the Note Purchase Agreement (as
such form may be amended, supplemented or otherwise modified from time to time in accordance with
terms of the Note Purchase Agreement, the “Participation Agreement Form”).




Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





Sch. III-36









 







Prohibited Modifications





	1.	 	The parties may not modify in any material adverse respect the Granting Clause of the
Indenture Form so as to deprive the Noteholders or the Related Noteholders (as defined in the
Indenture Form) of a first priority security interest in and mortgage lien on the Aircraft (as
defined in the Indenture Form) or, to the extent assigned thereunder, the Warranty Rights (as
defined in the Indenture Form) or to eliminate any of the obligations
intended to be secured thereby, or otherwise modify in any material adverse respect as
regards the interests of the Noteholders, the Subordination Agent, the Liquidity Providers
or the Loan Trustee (as defined in the Indenture Form) the provisions of Article II
or Article III, or Sections 7.05(a) or 7.05(b) (insofar as such
Sections relate to conditions to “Airframe” and “Engine” replacements), or Sections
4.01, 4.02, 5.02, 9.02, 10.04, 10.11,
10.12 or 10.15 of the Indenture Form or the provisions of the proviso to the
second full sentence of Section 7.02(e) of the Indenture Form as regards the rights
of the Loan Trustee (as defined in the Indenture Form) thereunder or the definition of
“Make-Whole Amount” in Annex A to the Indenture Form.
	 
	2.	 	The parties may not modify in any material adverse respect as regards the interests of the
Noteholders, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined
in the Participation Agreement Form) the provisions of Sections 3.01(d),
3.01(f)(i), 3.01(r), 4.01(g), 4.01(h), 6.01(e),
6.01(f), 6.02(b), 6.02(c), 6.02(f), 7.03, 7.08
or 7.12 of the Participation Agreement Form, or the first sentence of Section
6.02(c) of the Participation Agreement Form, or the provisions of Sections
3.01(g), (h) or (i) of the Participation Agreement Form so as to eliminate
the requirement to deliver to the Noteholders or the Loan Trustee (as defined in the
Participation Agreement Form), as the case may be, the legal opinions to be provided to such
Persons thereunder (recognizing that the lawyers rendering such opinions may be changed) or
otherwise modify the terms of the Participation Agreement Form to deprive the Pass Through
Trustees, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in
the Participation Agreement Form) of any indemnity, or right of reimbursement, for Claims in
its favor.
	 
	3.	 	Nothing in the two immediately preceding paragraphs shall prohibit any modification of the
Indenture Form or the Participation Agreement Form to give effect to (a) the
redemption of any Series B Equipment Notes (or any Additional Series Equipment Notes) and
issuance of new Equipment Notes with the same series designation as that of the redeemed
Equipment Notes or (b) the issuance of any Additional Series Equipment Notes or the
issuance of pass through certificates by any pass through trust that acquires any such new
Equipment Notes or Additional Series Equipment Notes, as applicable, or to provide for any
credit support for any pass through certificates relating to any such new Equipment Notes or
Additional Series Equipment Notes, as applicable, in each case, as provided in Section
4(a)(v) of the Note Purchase Agreement.







Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC




Sch. III-37











 





ANNEX A to




NOTE PURCHASE AGREEMENT




DEFINITIONS





     (a) Certain Rules of Construction. Unless the context otherwise requires, the
following rules of construction shall apply for all purposes of the Note Purchase Agreement
(including this Annex A).




     (i) Singular and Plural. The definitions stated in this Annex A apply
equally to both the singular and the plural forms of the terms defined.




     (ii) References to Parts. All references in the Note Purchase
Agreement to designated “Sections”, “Subsections”, “Schedules”, “Exhibits”,
“Annexes” and other subdivisions are to the designated Section, Subsection,
Schedule, Exhibit, Annex or other subdivision of the Note Purchase Agreement, unless
otherwise specifically stated.




     (iii) Reference to the Whole. The words “herein”, “hereof” and
“hereunder” and other words of similar import refer to the Note Purchase Agreement
as a whole and not to any particular Section, Subsection, Schedule, Exhibit, Annex
or other subdivision.




     (iv) Reference to Government. All references in the Note Purchase
Agreement to a “government” are to such government and any instrumentality or agency
thereof.




     (v) Including Without Limitation. Unless the context otherwise
requires, whenever the words “including”, “include” or “includes” are used herein,
they shall be deemed to be followed by the phrase “without limitation”.




     (vi) Notice and Notify. Whenever the words “notice” or “notify” or
similar words are used herein, they mean the provision of formal notice as set forth
in Section 6 of the Note Purchase Agreement.




     (vii) Reference to Persons. All references in the Note Purchase
Agreement to a Person shall include successors and permitted assigns of such Person.



          (b) Definitions.




          “2001-1 Aircraft” has the meaning set forth set forth in the third recital to the Note
Purchase Agreement.




          “2001-1 EETC” has the meaning set forth in the third recital to the Note Purchase
Agreement.





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American Airlines 2011-1 Aircraft EETC





 









 








          “2001-2 Aircraft” has the meaning set forth set forth in the fifth recital to the Note
Purchase Agreement.




          “2001-2 EETC” has the meaning set forth in the fifth recital to the Note Purchase
Agreement.




          “Additional Series Equipment Notes” means Equipment Notes of one (and not more than
one at any time) series issued under an Indenture and designated other than as “Series A” or
“Series B” issued thereunder, if any, in the principal amount and maturities and bearing interest
as specified in Schedule I to such Indenture amended at the time of original issuance of such
Additional Series Equipment Notes under the heading for such series.




          “Additional Series Pass Through Certificates” means the pass through certificates
issued pursuant to any Additional Series Pass Through Trust Agreement.




          “Additional Series Pass Through Trust” means a grantor trust created to facilitate the
issuance and sale of pass through certificates in connection with the issuance of any Additional
Series Equipment Notes.




          “Additional Series Pass Through Trust Agreement” means a Trust Supplement entered into
in connection with the creation of an Additional Series Pass Through Trust, together with the Basic
Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms.




          “Additional Series Pass Through Trustee” means, with respect to any Additional Series
Pass Through Trust, the trustee under the Additional Series Pass Through Trust Agreement for such
Additional Series Pass Through Trust, in its capacity as pass through trustee thereunder.




          “Aircraft” has the meaning set forth in the sixth recital to the Note Purchase
Agreement.




          “Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code §§101
et seq., as amended from time to time, or any successor statutes thereto.




          “Basic Pass Through Trust Agreement” means that certain Pass Through Trust Agreement,
dated as of March 21, 2002, between the Company and U.S. Bank (as successor in interest to State
Street Bank and Trust Company of Connecticut, National Association), as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms (but does not
include any Trust Supplement).




          “Business Day” means any day other than a Saturday, a Sunday or a day on which
commercial banks are required or authorized to close in New York, New York, Fort Worth, Texas,
Boston, Massachusetts, Wilmington, Delaware or, if different from the foregoing, the city and state
in which any Loan Trustee, any Pass Through Trustee or the Subordination Agent maintains its
Corporate Trust Office or receives and disburses funds.








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A-2









 








          “Certificated Air Carrier” means an air carrier holding an air carrier operating
certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the
United States Code for aircraft capable of carrying ten or more individuals or 6,000 pounds or more
of cargo or that otherwise is certified or registered to the extent required to fall within the
purview of Section 1110.




          “Certificates” has the meaning set forth in the seventh recital to the Note Purchase
Agreement.




          “Citizen of the United States” has the meaning specified for such term in Section
40102(a)(15) of Title 49 of the United States Code or any similar legislation of the United States
enacted in substitution or replacement therefor.




          “Class” means the class of Certificates issued by a Pass Through Trust.




          “Class A Certificates” means the Certificates issued by the Class A Pass Through
Trust.




          “Class A Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.




          “Class A Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.




          “Class A Pass Through Trust” has the meaning set forth in the seventh recital to the
Note Purchase Agreement.




          “Class A Pass Through Trustee” has the meaning set forth in the eighth recital to the
Note Purchase Agreement.




          “Class B Certificates” means the Certificates issued by the Class B Pass Through
Trust.




          “Class B Liquidity Facility” has the meaning set forth in the Intercreditor Agreement.




          “Class B Liquidity Provider” has the meaning set forth in the Intercreditor Agreement.




          “Class B Pass Through Trust” has the meaning set forth in the seventh recital to the
Note Purchase Agreement.




          “Class B Pass Through Trustee” has the meaning set forth in the eighth recital to the
Note Purchase Agreement.




          “Company” has the meaning set forth in the first paragraph of the Note Purchase
Agreement.








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A-3









 








          “Corporate Trust Office” has the meaning set forth in Section 1.01 of the
Intercreditor Agreement.




          “Cut-Off Date” means the earlier of:





     (a) the day after the Delivery Period Termination Date; and




     (b) the date on which a Triggering Event occurs.




     “Delivery Period Termination Date” means the earlier of:




     (a) October 31, 2011; and




     (b) the date on which Equipment Notes issued with respect to all of the Aircraft have
been purchased by the Pass Through Trustees in accordance with the Note Purchase Agreement.



          “Deposits” has the meaning set forth in the ninth recital to the Note Purchase
Agreement.




          “Deposit Agreements” has the meaning set forth in the ninth recital to the Note
Purchase Agreement, subject to Section 5(f) of the Note Purchase Agreement.




          “Depositary” means, subject to Section 5(f) of the Note Purchase Agreement,
The Bank of New York Mellon, a New York banking corporation.




          “Depositary Threshold Rating” has the meaning set forth in Section 5(a) of the
Note Purchase Agreement.




          “Encumbered Aircraft” has the meaning set forth in the fifth recital to the Note
Purchase Agreement.




          “Equipment Notes” means and includes any equipment notes issued under any Indenture in
the form specified in Section 2.01 thereof (as such form may be varied pursuant to the
terms of the Note Purchase Agreement and of such Indenture) and any Equipment Note issued under any
such Indenture in exchange for or replacement of any other Equipment Note.




          “Earlier Maturing Mortgaged Aircraft” has the meaning set forth in the second recital
to the Note Purchase Agreement.




          “Earlier Maturing Mortgage Financing” has the meaning set forth in the second recital
to the Note Purchase Agreement.




          “Escrow Agent” has the meaning set forth in the first paragraph of the Note Purchase
Agreement.








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A-4









 








          “Escrow Agent Agreements” has the meaning set forth in Section 3(e)(i) of the
Note Purchase Agreement.




          “Escrow and Paying Agent Agreements” has the meaning set forth in the ninth recital to
the Note Purchase Agreement.




          “Existing Financing” has the meaning set forth in the fifth recital to the Note
Purchase Agreement.




          “FAA” means the United States Federal Aviation Administration and any agency or
instrumentality of the United States government succeeding to its functions.




          “Financing Agreements” means, collectively, with respect to any Aircraft, the
Participation Agreement, the Indenture and the Equipment Notes issued under such Indenture, in each
case relating to such Aircraft.




          “Funding Date” has the meaning set forth in Section 1(b) of the Note Purchase
Agreement.




          “Funding Notice” has the meaning set forth in Section 1(b) of the Note
Purchase Agreement.




          “Government Entity” means (a) any federal, state, provincial or similar
government, and any body, board, department, commission, court, tribunal, authority, agency or
other instrumentality of any such government or otherwise exercising any executive, legislative,
judicial, administrative or regulatory functions of such government or (b) any other
government entity having jurisdiction over any matter contemplated by the Operative Agreements or
relating to the observance or performance of the obligations of any of the parties to the Operative
Agreements.




          “holder”, with respect to any Certificate, means the Person in whose name such
Certificate is registered in the Register.




          “Indenture” means with respect to an Aircraft, an indenture and security agreement
substantially in the form of the Indenture Form to which such Aircraft shall have been subjected,
as such agreement may be amended, supplemented or otherwise modified from time to time.




          “Indenture Form” has the meaning set forth on Schedule III to the Note Purchase
Agreement.




          “Initial Deposits” has the meaning set forth in the ninth recital to the Note Purchase
Agreement.




          “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the
Issuance Date, among the Pass Through Trustees, the Liquidity Providers and the Subordination
Agent, as the same may be amended, supplemented or otherwise modified from







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A-5









 







time to time in accordance with its terms; provided that for purposes of any
obligations of the Company, no amendment, modification or supplement to, or substitution or
replacement of, such Intercreditor Agreement shall be effective unless consented to by the Company.




          “Issuance Date” means the date of the original issuance of the Certificates.




          “Later Maturing Mortgaged Aircraft” has the meaning set forth in the fourth recital to
the Note Purchase Agreement.




          “Later Maturing Mortgage Financing” has the meaning set forth in the fourth recital to
the Note Purchase Agreement.




          “Liquidity Facilities” means, collectively, the Class A Liquidity Facility and the
Class B Liquidity Facility.




          “Liquidity Providers” means, collectively, the Class A Liquidity Provider and the
Class B Liquidity Provider.




          “Loan Trustee” means, with respect to any Aircraft, the “Loan Trustee” as defined in
the Financing Agreements in respect of such Aircraft.




          “Moody’s” means Moody’s Investors Service, Inc.




          “Note Purchase Agreement” means the Note Purchase Agreement to which this Annex A is
attached.




          “Notice of Purchase Withdrawal” with respect to each Deposit Agreement, has the
meaning set forth in Section 2.3(a) of such Deposit Agreement.




          “Operative Agreements” means, collectively, each Pass Through Trust Agreement, the
Note Purchase Agreement, each Escrow and Paying Agent Agreement, each Deposit Agreement, each
Liquidity Facility, the Intercreditor Agreement, the Certificates and, with respect to each
Aircraft in respect of which Equipment Notes shall have been issued, the Financing Agreements.




          “Parent” means AMR Corporation, a Delaware corporation, together with any successor
in interest pursuant to Section 5.02 of the Pass Through Trust Agreements.




          “Parent Guarantee” means the Guarantee, dated as of the Issuance Date, from the Parent
to U.S. Bank, in its individual capacity and as Class A Pass Through Trustee, Class B Pass Through
Trustee, Subordination Agent and Loan Trustee, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.




          “Participation Agreement” means with respect to an Aircraft, a participation agreement
substantially in the form of the Participation Agreement Form relating to the financing of such
Aircraft, as such agreement may be amended, supplemented or otherwise modified from time to time.









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A-6









 








          “Participation Agreement Form” has the meaning set forth on Schedule III to the Note
Purchase Agreement.




          “Pass Through Trust” has the meaning set forth in the seventh recital to the Note
Purchase Agreement.




          “Pass Through Trust Agreement” means each of the two separate Trust Supplements
referred to in the seventh recital to the Note Purchase Agreement, each dated as of the Issuance
Date, by and between the Company and the Pass Through Trustee, together in each case with the Basic
Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with the terms thereof.




          “Pass Through Trustee” has the meaning set forth in the first paragraph of the Note
Purchase Agreement.




          “Paying Agent” has the meaning set forth in the first paragraph of the Note Purchase
Agreement.




          “Paying Agent Agreements” has the meaning set forth in Section 3(f)(i) of the
Note Purchase Agreement.




          “Person” means any individual, firm, partnership, joint venture, trust, trustee,
Government Entity, organization, association, corporation, limited liability company, government
agency, committee, department, authority and other body, corporate or incorporate, whether having
distinct legal status or not, or any member of any of the same.




          “Rating Agencies” means, with respect to any Class of Certificates, collectively, at
any time, each nationally recognized rating agency which shall have been requested to rate such
Class of Certificates and which shall then be rating such Class of Certificates. The initial
Rating Agencies with respect to the Class A Certificates and the Class B Certificates will be
Moody’s and Standard & Poor’s.




          “Rating Agency Confirmation” means, in the case of any action or event that, pursuant
to the express terms of the Note Purchase Agreement, requires a “Rating Agency Confirmation” with
respect to any Class of Certificates in connection therewith, a written confirmation from each of
the Rating Agencies then rating such Class of Certificates to the effect that such action or event
would not result in (i) a reduction of the rating for such Class of Certificates by such
Rating Agency below the then current rating for such Class of Certificates issued by such Rating
Agency (before the downgrading of such rating, if any, as a result of the downgrading of the
Depositary below the applicable Depositary Threshold Rating, if applicable) or (ii) a
withdrawal or suspension of the rating of such Class of Certificates by such Rating Agency.




          “Register” means, with respect to the Class A Certificates, the register maintained
pursuant to Sections 3.04 and 7.12 of the Basic Pass Through Trust Agreement with
respect to the Class A Pass Through Trust and, with respect to the Class B Certificates, the
register







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A-7









 







maintained pursuant to Section 7.12 of the Basic Pass Through Trust Agreement and
Section 9.03 of the Class B Trust Supplement with respect to the Class B Pass Through
Trust.




          “Replacement Deposit Agreement” means, for each Class of Certificates, a deposit
agreement substantially in the form of the replaced Deposit Agreement for such Class of
Certificates as shall permit the Rating Agencies to issue a Rating Agency Confirmation with respect
to such Class of Certificates in connection with the replacement of the Depositary with the
Replacement Depositary party to such deposit agreement.




          “Replacement Depositary” has the meaning set forth in Section 5(a) of the Note
Purchase Agreement.




          “Required Terms” means the provisions set forth on Schedule III to the Note Purchase
Agreement.




          “Section 1110” means Section 1110 of the Bankruptcy Code or any successor or analogous
Section of the federal bankruptcy law in effect from time to time.




          “Series A Equipment Notes” means Equipment Notes issued under an Indenture and
designated as “Series A” thereunder.




          “Series B Equipment Notes” means Equipment Notes issued under an Indenture and
designated as “Series B” thereunder.




          “Short-Term Rating” means, for any entity, (a) in the case of Moody’s, the
short-term unsecured debt rating of such entity, and (b) in the case of Standard & Poor’s,
the short-term issuer credit rating of such entity.




          “Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s
Financial Services LLC business.




          “Subordination Agent” has the meaning set forth in the first paragraph of the Note
Purchase Agreement.




          “Taxes” means all license, recording, documentary, registration and other similar fees
and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature
whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or
interest thereon or additions thereto.




          “Taxing Authority” means any federal, state or local government or other taxing
authority in the United States, any foreign government or any political subdivision or taxing
authority thereof, any international taxing authority or any territory or possession of the United
States or any taxing authority thereof.




          “Triggering Event” has the meaning assigned to such term in the Intercreditor
Agreement.









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A-8









 








          “Trust Supplement” means an agreement supplemental to the Basic Pass Through Trust
Agreement pursuant to which (a) a separate trust is created for the benefit of the holders
of the pass through certificates of a class, (b) the issuance of the pass through
certificates of such class representing fractional undivided interests in such trust is authorized
and (c) the terms of the pass through certificates of such class are established.




          “Underwriters” has the meaning set forth in the eighth recital to the Note Purchase
Agreement.




          “Underwriting Agreement” has the meaning set forth in the eighth recital to the Note
Purchase Agreement.




          “Unencumbered Aircraft” has the meaning set forth in the sixth recital to the Note
Purchase Agreement.




          “United States” means the United States of America.




          “U.S. Bank” has the meaning set forth in the first paragraph of the Note Purchase
Agreement.










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American Airlines 2011-1 Aircraft EETC






A-9









 








EXHIBIT A to




NOTE PURCHASE AGREEMENT




FORM OF FUNDING NOTICE




FUNDING NOTICE



Dated as of [__________]




To each of the addressees listed in Schedule A hereto





	 	Re:  	 	Funding Notice in accordance with Note Purchase
Agreement referred to below





Ladies and Gentlemen:




          Reference is made to the Note Purchase Agreement, dated as of January 25, 2011, among American
Airlines, Inc. (the “Company”), U.S Bank Trust National Association, as Pass Through
Trustee under each of the Pass Through Trust Agreements (as defined therein) (the “Pass Through
Trustee”), U.S. Bank Trust National Association, as Subordination Agent (the “Subordination
Agent”), U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”), and U.S.
Bank Trust National Association, as Paying Agent (the “Paying Agent”) (as in effect from
time to time, the “Note Purchase Agreement”). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings set forth in the Note Purchase Agreement or, to the
extent not defined therein, the Intercreditor Agreement.



          Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned hereby
notifies you, in respect of the aircraft described in Schedule B hereto (the “Aircraft”),
of the following:




	(1)	 	The Funding Date of the Aircraft shall be [_________];
	 
	(2)	 	The Equipment Notes to be issued in respect of the Aircraft are described in Schedule C
hereto, and the aggregate amount of each series of Equipment Notes to be issued, and purchased
by the respective Pass Through Trustees referred to below, on the Funding Date, in connection
with the financing of such Aircraft is as follows:






	 	(a)	 	the Class A Pass Through Trustee shall purchase Series A Equipment Notes in the
amount of $[__________]; and
	 
	 	(b)	 	the Class B Pass Through Trustee shall purchase Series B Equipment Notes in the
amount of $[__________].








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-2-






     The Company hereby instructs the Class A Pass Through Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated as of [__________] and attach thereto a
Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit A hereto and
(ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the
applicable Escrow Agent.



     The Company hereby instructs the Class B Pass Through Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated as of [__________] and attach thereto a
Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit B hereto and
(ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the
applicable Escrow Agent.



     The Company hereby instructs each Pass Through Trustee to (i) purchase Equipment Notes
of the related series and in an amount set forth opposite such Pass Through Trustee in clause (2)
above with a portion of the proceeds of the withdrawals of Deposits referred to in the applicable
Notice of Purchase Withdrawal referred to above and (ii) re-deposit with the Depositary the
excess, if any, of the amount so withdrawn over the purchase price of such Equipment Notes.



     The Company hereby instructs each Pass Through Trustee to (a) enter into the
Participation Agreement (N[____]) dated as of [__________] among the Company and U.S. Bank Trust
National Association, as Loan Trustee, Subordination Agent and each Pass Through Trustee,
substantially in the form previously provided, (b) perform its obligations thereunder and
(c) deliver such certificates, documents and legal opinions relating to such Pass Through
Trustee as are required thereby.



	 	 	 	 	 
	Yours faithfully,



American Airlines, Inc.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 







Note Purchase Agreement

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Schedule A to




Funding Notice




U.S. Bank Trust National Association, as Pass Through Trustee

300 Delaware Avenue, 9th Floor

Mail Code EX-DE-WDAW

Wilmington, Delaware 19801

Attention: Corporate Trust Services

Reference: American Airlines 2011-1 EETC

Telephone: (302) 576-3703

Facsimile: (302) 576-3717




U.S. Bank Trust National Association, as Subordination Agent and Paying Agent

One Federal Street, 3rd Floor

Mail Code EX-MA-FED

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: American Airlines 2011-1 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683




U.S. Bank National Association, as Escrow Agent

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: American Airlines 2011-1 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683




The Bank of New York Mellon, as Depositary

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: American Airlines 2011-1 EETC

Telephone: (212) 815-4812

Facsimile: (212) 815-5704




Standard & Poor’s Ratings Services

55 Water Street, 35th Floor

New York, New York 10004

Attention: Michael K. Vernier








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American Airlines 2011-1 Aircraft EETC





 









 





Reference: American Airlines 2011-1 EETC

Telephone: (212) 438-6629

Facsimile: (212) 438-6632




Moody’s Investors Service, Inc.

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

Attention: Jonathan Root, Vice President — Senior Analyst Airlines, Municipal Solid Waste, Shipping Sectors

Reference: American Airlines 2011-1 EETC

Telephone: (212) 553-1672

Facsimile: (212) 298-6481








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Schedule B to




Funding Notice




Aircraft



One Boeing [Model] aircraft bearing U.S. Registration Mark ________ and manufacturer’s serial
number ____ together with two [Engine Manufacturer and Model] engines bearing manufacturer’s serial
numbers _____ and ____.










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Schedule C to




Funding Notice




Equipment Notes




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Relevant Pass	 	Series of Equipment	 	 	 	 	 	 	Original Principal	 
	Through Trustee	 	Notes	 	 	Equipment Note No.	 	 	Amount	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Class A Pass
	 	Series 2011-1A-____	 	No. A-___-__	 	$	__________	 
	Through Trustee
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Class B Pass
	 	Series 2011-1B-____	 	No. B-___-__	 	$	__________	 
	Through Trustee
	 	 	 	 	 	 	 	 	 	 	 	 








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Annex A to




Funding Notice




WITHDRAWAL CERTIFICATE

(Class [A][B])




U.S. Bank National Association,

as Escrow Agent

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: American Airlines 2011-1 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683



Ladies and Gentlemen:



Reference is made to the Escrow and Paying Agent Agreement (Class [A][B]), dated as of January 25,
2011 (the “Agreement”). We hereby certify to you that the conditions to the obligations of
the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have
been satisfied. Pursuant to Section 1.02(c) of the Agreement, please execute the attached
Notice of Purchase Withdrawal and immediately transmit by facsimile to the Depositary, at The Bank
of New York Mellon, as Depositary, 101 Barclay Street, Floor 8W, New York, New York 10286,
attention: Corporate Finance, Mary Miselis, Vice President, Reference: American Airlines 2011-1
EETC, telephone: (212) 815-4812, facsimile: (212) 815-5704.




          Capitalized terms used herein but not defined herein shall have the meanings set forth in the
Agreement.




	 	 	 	 	 
	 	Very truly yours,



U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity but solely as Pass

Through Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [__________ __, 20__]







Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC






 









 








Exhibit A to




Funding Notice




NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon,

as Depositary

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: American Airlines 2011-1A EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704




Ladies and Gentlemen:




          Reference is made to the Deposit Agreement (Class A) dated as of January 25, 2011 (the
“Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank
of New York Mellon, as Depositary (the “Depositary”).




          In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby
requests the withdrawal of the entire amount of the Deposit, $[_______], Account No. [____].




          The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to
[American Airlines, Inc. at [__]] [the Pass Through Trustee at U.S. Bank National Association,
Wilmington, Delaware, [__]]11 on [_________], 20___, upon the telephonic request of a
representative of the Pass Through Trustee.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: As of [__________ __, 20___]






 




			
	11	 	If there are any excess amounts that would
need to be re-deposited pursuant to the applicable Funding Notice, the account
to be specified here should be that of the Pass Through Trustee. If there are
no such excess amounts, the account number to specified here should be that of
American.







Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





 









 










Exhibit B to




Funding Notice




NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon,

as Depositary

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: American Airlines 2011-1B EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704



Ladies and Gentlemen:




          Reference is made to the Deposit Agreement (Class B) dated as of January 25, 2011 (the
“Deposit Agreement”) between U.S. Bank National Association, as Escrow Agent, and The Bank
of New York Mellon, as Depositary (the “Depositary”).




          In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby
requests the withdrawal of the entire amount of the Deposit, $[_______], Account No. [____].




          The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to
[American Airlines, Inc. at [__]] [the Pass Through Trustee at U.S. Bank National Association,
Wilmington, Delaware, [__]]12 on [_________], 20___, upon the telephonic request of a
representative of the Pass Through Trustee.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [__________ __, 20___]






 




			
	12	 	If there are any excess amounts that would
need to be re-deposited pursuant to the applicable Funding Notice, the account
to be specified here should be that of the Pass Through Trustee. If there are
no such excess amounts, the account number to specified here should be that of
American.







Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC





 









 










EXHIBIT B to




NOTE PURCHASE AGREEMENT




FORM OF PARTICIPATION AGREEMENT




[Attached.]






Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC






 









 





EXHIBIT C to




NOTE PURCHASE AGREEMENT




FORM OF INDENTURE




[Attached.]






Note Purchase Agreement

American Airlines 2011-1 Aircraft EETC