exv4w8






Exhibit 4.8

EXECUTION VERSION




 

 





NOTE PURCHASE AGREEMENT




Dated as of October 4, 2011



among



AMERICAN AIRLINES, INC.,



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Class A Pass Through Trustee



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
	 	 	7	 
	 
	 	 	 	 
	Section 4. Covenants
	 	 	12	 
	 
	 	 	 	 
	Section 5. Depositary Downgrade and Replacement of Depositary
	 	 	15	 
	 
	 	 	 	 
	Section 6. Notices
	 	 	16	 
	 
	 	 	 	 
	Section 7. Expenses
	 	 	16	 
	 
	 	 	 	 
	Section 8. Further Assurances
	 	 	17	 
	 
	 	 	 	 
	Section 9. Miscellaneous
	 	 	17	 
	 
	 	 	 	 
	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 October 4, 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 Class A Pass Through Trust
Agreement (as defined below), the “Class A Pass Through Trustee”) under the Class A Pass
Through Trust Agreement, (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 the Escrow and Paying Agent Agreement (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 the Escrow and Paying Agent
Agreement.



W I T N E S S E T H:




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



          WHEREAS, the Company owns the 27 Boeing aircraft described in Part Two of Schedule I hereto
(each, a “2001-2 Aircraft” and, collectively, the “2001-2 Aircraft” and, together
with the Mortgaged Aircraft, each, an “Encumbered Aircraft” and, collectively, the
“Encumbered Aircraft”), which 2001-2 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 “2001-2 EETC” and, together with the Mortgage Financings, each
such financing, an “Existing Financing” and, collectively, the “Existing
Financings”);



          WHEREAS, the Company owns the four Boeing aircraft described in Part Three 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 the Trust Supplement described
in Schedule II hereto, and concurrently with the execution and delivery of this Note Purchase
Agreement, one grantor trust (the “Class A Pass Through Trust”; and the Basic Pass Through
Trust Agreement, together with such Trust Supplement, as amended,



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supplemented or otherwise modified from time to time in accordance with their terms, the
“Class A Pass Through Trust Agreement”) has 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 “Class A Certificates”)
to provide financing, among other things, for the purchase by the Class A Pass Through Trust of the
Series A 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 September 27,
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 Class A Pass Through Trustee
to issue and sell the Class A Certificates to the Underwriters on the Issuance Date;



          WHEREAS, the Company may in the future enter into Trust Supplements with respect to the Class
B Pass Through Trust or Additional Series Pass Through Trust, as applicable, further to facilitate
certain of the transactions contemplated hereby, including, without limitation, the issuance of the
Class B Certificates or Additional Series Pass Through Certificates, as applicable, to provide
financing for the purchase by the Class B Pass Through Trustee or Additional Series Pass Through
Trustee, as applicable, of the Series B Equipment Notes or Additional Series Equipment Notes,
respectively, in each case, if issued in respect of, and secured by a security interest in, the
Aircraft;



          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 (as amended,
supplemented or otherwise modified from time to time in accordance with its terms, the “Deposit
Agreement”) whereby the Escrow Agent has agreed to direct the Underwriters to make certain
deposits referred to therein on the Issuance Date (the “Initial Deposits”) and to permit
the Class A Pass Through Trustee 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 Class A Pass Through Trustee, 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 (as amended,
supplemented or otherwise modified from time to time in accordance with its terms, the “Escrow
and Paying Agent Agreement”), whereby, among other things, (a) the Underwriters have
agreed to deliver an amount equal to the amount of the Initial Deposits to the Depositary on behalf
of the Escrow Agent and (b) the Escrow Agent, upon the Depositary receiving such Initial
Deposits, has agreed to deliver escrow receipts to be affixed to each Class A Certificate;



          WHEREAS, subject to the terms and conditions of this Note Purchase Agreement, the Pass Through
Trustee of each Pass Through Trust then in existence and each of



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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, the Class A Pass Through Trustee will fund its
purchase of the Series A Equipment Notes in respect of such Aircraft with the proceeds of a Deposit
withdrawn by the Escrow Agent under the Deposit Agreement; 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 Class A Certificates with the Subordination Agent, as agent for the
Class A Pass Through Trustee on behalf of the Class A Pass Through Trust and (ii) the Class
A Pass Through Trustee, the Class A Liquidity Provider 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 Encumbered 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; and




     (ii) 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 the Deposit Agreement has been waived by the Depositary pursuant
to the last sentence of Section 2.3(a) of the Deposit Agreement and not reinstated
pursuant to the last sentence of Section 2.3(a) of the Deposit Agreement) scheduled
for the financing as contemplated hereby in respect of such Aircraft (the “Funding
Date”), which notice shall:



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




     (ii) instruct the Pass Through Trustee of each Pass Through Trust then in
existence 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 the Class A Pass Through Trustee to deliver to the Escrow Agent
the “Withdrawal Certificate” and the related “Applicable Notice of Purchase
Withdrawal” contemplated by Section 1.02(c) of the Escrow and Paying Agent
Agreement with respect to the Equipment Notes to be issued to the Class A 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 such 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,
the Pass Through Trustee of each Pass Through Trust then in existence 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:




     (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 issued under such
Indenture 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 Pass Through Trustee of each Pass Through Trust then in existence 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



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delivered such Rating Agency Confirmation to the Pass Through Trustee of each
Pass Through Trust then in existence 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 or the successive redemption and issuance, as applicable, of Series B
Equipment Notes or Additional Series Equipment Notes, as the case may be, 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 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 the Pass Through Trustee of each Pass
Through Trust then in existence 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.



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     (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, the
Pass Through Trustee of each Pass Through Trust then in existence 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 in respect of the Aircraft
to the Class A Pass Through Trustee in an aggregate principal amount in excess of the amount
of the Deposits then available for withdrawal by the Escrow Agent under and in accordance
with the provisions of the 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 the Class A Pass Through Trustee and the Subordination
Agent and instruct the Class A Pass Through Trustee, and the Class A 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 Agreement) together with a



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relevant Notice of Event of Loss Withdrawal (as defined in the Escrow and Paying Agent
Agreement).



          SECTION 2. Conditions Precedent. The obligation of the Pass Through Trustee of
each Pass Through Trust then in existence 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 the Pass Through Trustee of each
Pass Through Trust then in existence and the Class A 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 each
outstanding Class of Certificates or the Class A 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




     (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 the Pass Through Trustee of each
Pass Through Trust then in existence 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:



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     (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
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,
Class A 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, Class A 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, Class A 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, Class A Pass Through Trustee or Paying Agent, as the



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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, Class A 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 Class A Pass Through Trustee.
The Class A 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
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



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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 the Class A Liquidity Facility), 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 services rendered in
connection with the transactions contemplated by the Intercreditor Agreement or the
Class A Liquidity Facility); 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



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banking, trust and fiduciary powers to execute and deliver this Note Purchase
Agreement, the Deposit Agreement and the 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 the Escrow 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.



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11









 








          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 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) Issuance and Refinancing of Equipment Notes; Series B Equipment Notes;
Additional Series Equipment Notes. The Company shall have the option to
(A) (I) issue Series B Equipment Notes under any Indenture, or
(II) if Series B Equipment Notes shall have been issued under any Indenture,
redeem such Series B Equipment Notes and issue new Series B Equipment Notes under
such Indenture, or (B) (I) issue Additional Series Equipment Notes
under any Indenture concurrently with, or at any time after, the initial issuance of
any Series B Equipment Notes under such Indenture, and (II) if Additional
Series Equipment Notes shall have been issued under any Indenture, redeem such
Additional Series Equipment Notes and issue new Additional Series Equipment Notes
under such



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12









 









Indenture, provided that (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 Series B 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
Class B Pass Through Trust Agreement or the related Additional Series Pass Through
Trust Agreement, as applicable, to the “Obligations” under the Parent Guarantee; and
provided further that 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 Series
B Equipment Notes or Additional Series Equipment Notes are to be so issued, the
Class B Pass Through Trustee or the Additional Series Pass Through Trustee, as
applicable, shall execute and deliver an instrument (including, without limitation,
a joinder agreement) by which such Class B 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 (or any
amendment and restatement of) 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 such
Series B 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 Series B 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 Series B 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
(including, without limitation, to specify any such credit support as a “Liquidity
Facility” and the provider of any such credit support as a “Liquidity Provider” and
if such Liquidity Facility is to be comprised of more than one instrument, to
incorporate appropriate mechanics for multiple Liquidity Facilities for a single
Pass Through Trust)).




     (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



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13









 









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 Class A Pass Through Trustee. On or prior to the
Issuance Date, the Class A Pass Through Trustee shall have provided a completed and
executed copy of IRS Form W-9 to each of the Company, the Subordination Agent, the
Class A Liquidity Provider, the Escrow Agent, the Paying Agent and the Depositary.




     (ii) Tax Forms of the Pass Through Trustee of Class B or Additional Series
Pass Through Trust. If any Series B 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 Series B Equipment Notes or Additional



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14









 









Series Equipment Notes, as applicable, shall have been so issued, the Class B
Pass Through Trustee 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 the Class B Pass Through Trust or the Additional Series
Pass Through Trust, to the provider of such liquidity facility and, if such Series B
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 parties hereto (including, without limitation, all amounts payable to the
Rating Agencies) incurred in connection with such replacement.




     (iii) Replacement Deposit Agreement; Opinions and Other Closing
Requirements. The Company shall cause the Replacement Depositary to enter into
a Replacement Deposit Agreement for the Class A Certificates with the Escrow Agent
(and the Escrow Agent agrees to enter into any such Replacement



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15









 









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
the Class A Pass Through Trustee, and the Class A 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 Agreement) together with a Notice of Replacement Withdrawal (as
defined in the Escrow and Paying Agent Agreement).




     (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 Agreement 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 Agreement with the Replacement Deposit
Agreement.




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



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16









 









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




     (b) Under the Class A Liquidity Facility. 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 the Class A Liquidity Facility
minus Investment Earnings while such Downgrade Advance shall be outstanding and (ii)
any other amounts owed to the Class A Liquidity Provider by the Subordination Agent as
borrower under the Class A Liquidity Facility (other than amounts due as repayment of
advances thereunder or as interest on such advances, except to the extent payable pursuant
to clause (i) of this sentence);




     (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 in respect of each Pass Through Trust then in existence;




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



          SECTION 9. Miscellaneous.



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17









 









     (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 Agreement, the Paying Agent and its successors as Paying
Agent under the Escrow and Paying Agent Agreement 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 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.



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18









 








          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:


Address:  	Vice President — Corporate

Development and Treasurer

4333 Amon Carter Boulevard

Mail Drop 5662

Fort Worth, Texas 76155

Ref.: American Airlines 2011-2 EETC

Attention: Treasurer

Telephone: (817) 963-1234

Facsimile: (817) 967-4318
 	 
	 



Signature Page




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American Airlines 2011-2 Aircraft EETC






 









 








	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity, except as otherwise

provided herein, but solely as Class A Pass Through Trustee

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

 300 Delaware Avenue, 9th Floor 
Mail Code EX-DE-WDAW 
Wilmington, Delaware
19801 
Attention: Corporate Trust Services

Ref.: American Airlines 2011-2 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:
Address:  	Vice President

One Federal Street, 3rd Floor

Mail Code EX-MA-FED

Boston, Massachusetts 02110

Attention: Corporate Trust Services 

Ref.: American Airlines 2011-2 EETC

Telephone: (617) 603-6553 

Facsimile: (617) 603-6683
 	 
	 



Signature Page




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American Airlines 2011-2 Aircraft EETC








 









 








	 	 	 	 	 
	 	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:
Address:  	Vice President

 One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services 

Ref.: American Airlines 2011-2 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:
Address:  	Vice President

 One Federal Street, 3rd
Floor 
Mail Code EX-MA-FED 

Boston, Massachusetts 02110 

Attention: Corporate Trust Services

Ref.: American Airlines 2011-2 EETC

Telephone: (617) 603-6553 

Facsimile: (617) 603-6683 	 
	 



Signature Page




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American Airlines 2011-2 Aircraft EETC





 











 





SCHEDULE I to

NOTE PURCHASE AGREEMENT




AIRCRAFT



Part One — Mortgaged Aircraft and Existing Financings




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	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)	 	Existing Financing
	1.

	 	N907AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29509	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing1
	2.

	 	N913AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29514	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing2
	3.

	 	N920AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29521	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing3
	4.

	 	N921AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29522	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing4
	5.

	 	N922AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29523	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing5








 




			
	1	 	Loan Agreement (AA 2002-SF1), dated as of January 30, 2002,
between the Company, the original lenders named therein and the security
trustee named therein, and Aircraft Security Agreement (AA 2002-SF1), dated as
of January 30, 2002, between the Company and the security trustee named
therein, as amended, supplemented and modified by Security Agreement Supplement
No. 1 (AA 2002-SF1) dated January 30, 2002.
	 
	2	 	Loan Agreement (AA 1999-SF15), dated as of
October 12, 1999, between the Company, the original lenders named therein and
the security trustee named therein, and Aircraft Security Agreement (AA
1999-SF15), dated as of October 12, 1999, between the Company and the security
trustee named therein, as amended, supplemented and modified by Security
Agreement Supplement No. 1 (AA 1999-SF15) dated October 12, 1999.
	 
	3	 	Loan Agreement (AA 2002-SF2), dated as of
January 30, 2002, between the Company, the original lenders named therein and
the security trustee named therein, and Aircraft Security Agreement (AA
2002-SF2), dated as of January 30, 2002, between the Company and the security
trustee named therein, as amended, supplemented and modified by Security
Agreement Supplement No. 1 (AA 2002-SF2) dated January 30, 2002.
	 
	4	 	Loan Agreement (AA 2002-SF3), dated as of
January 30, 2002, between the Company, the original lenders named therein and
the security trustee named therein, and Aircraft Security Agreement (AA
2002-SF3), dated as of January 30, 2002, between the Company and the security
trustee named therein, as amended, supplemented and modified by Security
Agreement Supplement No. 1 (AA 2002-SF3) dated January 30, 2002.
	 
	5	 	Loan Agreement (AA 2002-SF4), dated as of
January 30, 2002, between the Company, the original lenders named therein and
the security trustee named therein, and Aircraft Security Agreement (AA
2002-SF4), dated as of January 30, 2002, between the Company and the security
trustee named therein, as amended, supplemented and modified by Security
Agreement Supplement No. 1 (AA 2002-SF4) dated January 30, 2002.





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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)	 	Existing Financing
	6.

	 	N923AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29524	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing6
	7.

	 	N926AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29527	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing7
	8.

	 	N968AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	30095	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	Mortgage

Financing8
	9.

	 	N981AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29569	 	 	CFM International,
Inc.
	 	CFM56-7B26/3

(CFM CFM56-7)
	 	Mortgage

Financing9
	10.

	 	N983AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29570	 	 	CFM International,
Inc.
	 	CFM56-7B26/3

(CFM CFM56-7)
	 	Mortgage

Financing10








 




			
	6	 	Loan Agreement (AA 2002-SF5), dated as of
January 30, 2002, between the Company, the original lenders named therein and
the security trustee named therein, and Aircraft Security Agreement (AA
2002-SF5), dated as of January 30, 2002, between the Company and the security
trustee named therein, as amended, supplemented and modified by Security
Agreement Supplement No. 1 (AA 2002-SF5) dated January 30, 2002.
	 
	7	 	Loan Agreement (AA 2002-SF6), dated as of
January 30, 2002, between the Company, the original lenders named therein and
the security trustee named therein, and Aircraft Security Agreement (AA
2002-SF6), dated as of January 30, 2002, between the Company and the security
trustee named therein, as amended, supplemented and modified by Security
Agreement Supplement No. 1 (AA 2002-SF6) dated January 30, 2002.
	 
	8	 	Loan Agreement (AA 2002-SF7), dated as of
January 30, 2002, between the Company, the original lenders named therein and
the security trustee named therein, and Aircraft Security Agreement (AA
2002-SF7), dated as of January 30, 2002, between the Company and the security
trustee named therein, as amended, supplemented and modified by Security
Agreement Supplement No. 1 (AA 2002-SF7) dated January 30, 2002.
	 
	9	 	Loan Agreement (AA 2009-SF2), dated as of
April 3, 2009, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA 2009-SF2),
dated as of April 3, 2009, between the Company and the security trustee named
therein, as amended, supplemented and modified by Security Agreement Supplement
No. 1 (AA 2009-SF2) dated April 20, 2009, and as amended, supplemented and
modified by Security Agreement Supplement No. 2 (AA 2009-SF2) dated May 19,
2009.
	 
	10	 	Loan Agreement (AA 2009-SF2), dated as of
April 3, 2009, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA 2009-SF2),
dated as of April 3, 2009, between the Company and the security trustee named
therein, as amended, supplemented and modified by Security Agreement Supplement
No. 1 (AA 2009-SF2) dated April 20, 2009, and as amended, supplemented and
modified by Security Agreement Supplement No. 2 (AA 2009-SF2) dated May 19,
2009.





Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. I - 2 









 








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)	 	Existing Financing
	11.

	 	N183AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	29593	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	Mortgage

Financing11
	12.

	 	N184AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	29594	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	Mortgage

Financing12





Part Two — 2001-2 Aircraft and Existing Financing




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	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)	 	Existing Financing
	1.

	 	N965AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29544	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-2 EETC
	2.

	 	N966AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	30094	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	 	2001-2 EETC
	3.

	 	N175AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32394	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

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

	 	N189AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32383	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC








 




			
	11	 	Loan Agreement (AA 2002-SF8), dated as of
March 28, 2002, between the Company, the original lenders named therein and the
security trustee named therein, and Aircraft Security Agreement (AA 2002-SF8),
dated as of March 28, 2002, between the Company and the security trustee named
therein, as amended, supplemented and modified by Security Agreement Supplement
No. 1 (AA 2002-SF8) dated March 28, 2002.
	 
	12	 	Loan Agreement (AA 1999-SF13), dated as of
September 9, 1999, between the Company, the original lenders named therein and
the security trustee named therein, and Aircraft Security Agreement (AA
1999-SF13), dated as of September 9, 1999, between the Company and the security
trustee named therein, as amended, supplemented and modified by Security
Agreement Supplement No. 1 (AA 1999-SF13) dated September 9, 1999.




Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC



Sch. I - 3 









 










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)	 	Existing Financing
	5.

	 	N190AA
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32384	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	6.

	 	N191AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32385	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	7.

	 	N192AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32386	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	8.

	 	N193AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32387	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	9.

	 	N194AA
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32388	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	10.

	 	N195AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32389	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	11.

	 	N196AA
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32390	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	12.

	 	N197AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32391	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	13.

	 	N198AA
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32392	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	14.

	 	N199AN
	 	Boeing
	 	757-223

(BOEING 757-200)
	 	 	32393	 	 	Rolls Royce Ltd.
	 	RB211-535E4B

(Rolls Royce RB211 535)
	 	2001-2 EETC
	15.

	 	N797AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30012	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	16.

	 	N798AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30797	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	17.

	 	N799AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30258	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	18.

	 	N750AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30259	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	19.

	 	N751AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30798	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC





Sch. I - 4 









 








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)	 	Existing Financing
	20.

	 	N752AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30260	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	21.

	 	N753AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30261	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	22.

	 	N754AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30262	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	23.

	 	N755AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30263	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	24.

	 	N756AM
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	30264	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	25.

	 	N757AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	32636	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	26.

	 	N758AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	32637	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC
	27.

	 	N759AN
	 	Boeing
	 	777-223ER

(BOEING 777-200)
	 	 	32638	 	 	Rolls Royce Ltd.
	 	RB211-TRENT-892-17

(Rolls Royce TRENT800)
	 	2001-2 EETC





Part Three — Unencumbered Aircraft




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	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.

	 	N901AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29503	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	2.

	 	N905AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29507	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	3.

	 	N906AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29508	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)
	4.

	 	N957AN
	 	Boeing
	 	737-823

(BOEING 737-800)
	 	 	29541	 	 	CFM International,
Inc.
	 	CFM56-7B26

(CFM CFM56-7)






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC









Sch. I - 5 









 








SCHEDULE II to

NOTE PURCHASE AGREEMENT




TRUST SUPPLEMENTS



Trust Supplement No. 2011-2A, 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 2011-2A.




Note Purchase Agreement

American Airlines 2011-2 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 issued with
respect to an Aircraft shall be as set forth in the following tables:




PRINCIPAL AMOUNTS OF SERIES A EQUIPMENT NOTES




	 	 	 	 	 
	Aircraft	 	Principal Amount
	N901AN
	 	$	9,758,000	 
	N905AN
	 	 	9,959,000	 
	N906AN
	 	 	9,930,000	 
	N907AN
	 	 	9,827,000	 
	N913AN
	 	 	9,916,000	 
	N920AN
	 	 	9,964,000	 
	N921AN
	 	 	10,025,000	 
	N922AN
	 	 	10,370,000	 
	N923AN
	 	 	10,236,000	 
	N926AN
	 	 	10,573,000	 
	N957AN
	 	 	11,070,000	 
	N965AN
	 	 	11,326,000	 
	N966AN
	 	 	11,257,000	 
	N968AN
	 	 	11,780,000	 
	N981AN
	 	 	21,701,000	 
	N983AN
	 	 	21,880,000	 
	N183AN
	 	 	8,864,000	 
	N184AN
	 	 	10,057,000	 
	N189AN
	 	 	8,934,000	 
	N190AA
	 	 	8,446,000	 
	N191AN
	 	 	9,138,000	 
	N192AN
	 	 	9,219,000	 
	N193AN
	 	 	9,264,000	 
	N194AA
	 	 	9,462,000	 
	N195AN
	 	 	9,861,000	 
	N196AA
	 	 	9,231,000	 
	N197AN
	 	 	10,125,000	 
	N198AA
	 	 	9,933,000	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




 









 





	 	 	 	 	 
	Aircraft	 	Principal Amount
	N199AN
	 	 	9,767,000	 
	N175AN
	 	 	8,968,000	 
	N797AN
	 	 	29,633,000	 
	N798AN
	 	 	31,945,000	 
	N799AN
	 	 	30,785,000	 
	N750AN
	 	 	31,692,000	 
	N751AN
	 	 	31,659,000	 
	N752AN
	 	 	29,976,000	 
	N753AN
	 	 	32,115,000	 
	N754AN
	 	 	31,143,000	 
	N755AN
	 	 	30,994,000	 
	N756AM
	 	 	30,959,000	 
	N757AN
	 	 	30,296,000	 
	N758AN
	 	 	31,328,000	 
	N759AN
	 	 	32,328,000	 
	Total
	 	$	725,694,000	 
	 
	 	 	 	 








AMORTIZATION SCHEDULES




Series A Equipment Notes

Boeing 737-823

N901AN



	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.21959254	%
	October 15, 2012
	 	 	3.21765628	 
	April 15, 2013
	 	 	3.21328377	 
	October 15, 2013
	 	 	3.20859971	 
	April 15, 2014
	 	 	3.20357420	 
	October 15, 2014
	 	 	3.95683152	 
	April 15, 2015
	 	 	3.93735673	 
	October 15, 2015
	 	 	3.91502398	 
	April 15, 2016
	 	 	3.89013835	 
	October 15, 2016
	 	 	3.89078397	 
	April 15, 2017
	 	 	3.89963671	 
	October 15, 2017
	 	 	3.88193267	 
	April 15, 2018
	 	 	3.86202419	 
	October 15, 2018
	 	 	3.83952941	 
	April 15, 2019
	 	 	3.81398012	 
	October 15, 2019
	 	 	45.05005585	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC







Sch. III-2









 








Series A Equipment Notes

Boeing 737-823

N905AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.21720514	%
	October 15, 2012
	 	 	3.21773572	 
	April 15, 2013
	 	 	3.21336299	 
	October 15, 2013
	 	 	3.20867888	 
	April 15, 2014
	 	 	3.20365318	 
	October 15, 2014
	 	 	3.95692911	 
	April 15, 2015
	 	 	3.93745386	 
	October 15, 2015
	 	 	3.91512059	 
	April 15, 2016
	 	 	3.89023436	 
	October 15, 2016
	 	 	3.89087991	 
	April 15, 2017
	 	 	3.89973290	 
	October 15, 2017
	 	 	3.88202852	 
	April 15, 2018
	 	 	3.86211939	 
	October 15, 2018
	 	 	3.83962416	 
	April 15, 2019
	 	 	3.81407410	 
	October 15, 2019
	 	 	45.05116719	 






Series A Equipment Notes

Boeing 737-823

N906AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.21699718	%
	October 15, 2012
	 	 	3.21774260	 
	April 15, 2013
	 	 	3.21336989	 
	October 15, 2013
	 	 	3.20868580	 
	April 15, 2014
	 	 	3.20366012	 
	October 15, 2014
	 	 	3.95693756	 
	April 15, 2015
	 	 	3.93746234	 
	October 15, 2015
	 	 	3.91512900	 
	April 15, 2016
	 	 	3.89024270	 
	October 15, 2016
	 	 	3.89088832	 
	April 15, 2017
	 	 	3.89974129	 
	October 15, 2017
	 	 	3.88203676	 
	April 15, 2018
	 	 	3.86212779	 
	October 15, 2018
	 	 	3.83963233	 
	April 15, 2019
	 	 	3.81408238	 
	October 15, 2019
	 	 	45.05126395	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC







Sch. III-3









 








Series A Equipment Notes

Boeing 737-823

N907AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.21734202	%
	October 15, 2012
	 	 	3.21773115	 
	April 15, 2013
	 	 	3.21335850	 
	October 15, 2013
	 	 	3.20867437	 
	April 15, 2014
	 	 	3.20364862	 
	October 15, 2014
	 	 	3.95692348	 
	April 15, 2015
	 	 	3.93744836	 
	October 15, 2015
	 	 	3.91511499	 
	April 15, 2016
	 	 	3.89022886	 
	October 15, 2016
	 	 	3.89087443	 
	April 15, 2017
	 	 	3.89972738	 
	October 15, 2017
	 	 	3.88202300	 
	April 15, 2018
	 	 	3.86211397	 
	October 15, 2018
	 	 	3.83961870	 
	April 15, 2019
	 	 	3.81406879	 
	October 15, 2019
	 	 	45.05110339	 






Series A Equipment Notes

Boeing 737-823

N913AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.22177279	%
	October 15, 2012
	 	 	3.21758390	 
	April 15, 2013
	 	 	3.21321127	 
	October 15, 2013
	 	 	3.20852753	 
	April 15, 2014
	 	 	3.20350202	 
	October 15, 2014
	 	 	3.95674234	 
	April 15, 2015
	 	 	3.93726805	 
	October 15, 2015
	 	 	3.91493576	 
	April 15, 2016
	 	 	3.89005073	 
	October 15, 2016
	 	 	3.89069635	 
	April 15, 2017
	 	 	3.89954891	 
	October 15, 2017
	 	 	3.88184520	 
	April 15, 2018
	 	 	3.86193717	 
	October 15, 2018
	 	 	3.83944292	 
	April 15, 2019
	 	 	3.81389411	 
	October 15, 2019
	 	 	45.04904094	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC







Sch. III-4









 








Series A Equipment Notes

Boeing 737-823

N920AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.16308049	%
	October 15, 2012
	 	 	3.16289271	 
	April 15, 2013
	 	 	3.15957898	 
	October 15, 2013
	 	 	3.15602941	 
	April 15, 2014
	 	 	3.15222079	 
	October 15, 2014
	 	 	3.15226977	 
	April 15, 2015
	 	 	3.88030761	 
	October 15, 2015
	 	 	3.86048163	 
	April 15, 2016
	 	 	3.83830982	 
	October 15, 2016
	 	 	3.84246327	 
	April 15, 2017
	 	 	3.85549578	 
	October 15, 2017
	 	 	3.84197079	 
	April 15, 2018
	 	 	3.82676174	 
	October 15, 2018
	 	 	3.80957688	 
	April 15, 2019
	 	 	3.79005841	 
	October 15, 2019
	 	 	46.50850191	 






Series A Equipment Notes

Boeing 737-823

N921AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.16135890	%
	October 15, 2012
	 	 	3.16294903	 
	April 15, 2013
	 	 	3.15963521	 
	October 15, 2013
	 	 	3.15608549	 
	April 15, 2014
	 	 	3.15227681	 
	October 15, 2014
	 	 	3.15232579	 
	April 15, 2015
	 	 	3.88037656	 
	October 15, 2015
	 	 	3.86055032	 
	April 15, 2016
	 	 	3.83837805	 
	October 15, 2016
	 	 	3.84253147	 
	April 15, 2017
	 	 	3.85556439	 
	October 15, 2017
	 	 	3.84203910	 
	April 15, 2018
	 	 	3.82682983	 
	October 15, 2018
	 	 	3.80964459	 
	April 15, 2019
	 	 	3.79012579	 
	October 15, 2019
	 	 	46.50932868	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC







Sch. III-5









 








Series A Equipment Notes

Boeing 737-823

N922AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.16580540	%
	October 15, 2012
	 	 	3.16280376	 
	April 15, 2013
	 	 	3.15949007	 
	October 15, 2013
	 	 	3.15594060	 
	April 15, 2014
	 	 	3.15213211	 
	October 15, 2014
	 	 	3.15218100	 
	April 15, 2015
	 	 	3.88019846	 
	October 15, 2015
	 	 	3.86037300	 
	April 15, 2016
	 	 	3.83820183	 
	October 15, 2016
	 	 	3.84235506	 
	April 15, 2017
	 	 	3.85538737	 
	October 15, 2017
	 	 	3.84186268	 
	April 15, 2018
	 	 	3.82665410	 
	October 15, 2018
	 	 	3.80946962	 
	April 15, 2019
	 	 	3.78995178	 
	October 15, 2019
	 	 	46.50719315	 






Series A Equipment Notes

Boeing 737-823

N923AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.16230393	%
	October 15, 2012
	 	 	3.16291813	 
	April 15, 2013
	 	 	3.15960434	 
	October 15, 2013
	 	 	3.15605471	 
	April 15, 2014
	 	 	3.15224609	 
	October 15, 2014
	 	 	3.15229504	 
	April 15, 2015
	 	 	3.88033871	 
	October 15, 2015
	 	 	3.86051260	 
	April 15, 2016
	 	 	3.83834056	 
	October 15, 2016
	 	 	3.84249404	 
	April 15, 2017
	 	 	3.85552677	 
	October 15, 2017
	 	 	3.84200156	 
	April 15, 2018
	 	 	3.82679250	 
	October 15, 2018
	 	 	3.80960737	 
	April 15, 2019
	 	 	3.79008880	 
	October 15, 2019
	 	 	46.50887485	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC







Sch. III-6









 








Series A Equipment Notes

Boeing 737-823

N926AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.11386825	%
	October 15, 2012
	 	 	3.11048539	 
	April 15, 2013
	 	 	3.10818216	 
	October 15, 2013
	 	 	3.10571493	 
	April 15, 2014
	 	 	3.10306791	 
	October 15, 2014
	 	 	3.10438031	 
	April 15, 2015
	 	 	3.10573499	 
	October 15, 2015
	 	 	3.80825140	 
	April 15, 2016
	 	 	3.78867010	 
	October 15, 2016
	 	 	3.79617034	 
	April 15, 2017
	 	 	3.81319049	 
	October 15, 2017
	 	 	3.80365374	 
	April 15, 2018
	 	 	3.79292944	 
	October 15, 2018
	 	 	3.78081178	 
	April 15, 2019
	 	 	3.76704890	 
	October 15, 2019
	 	 	47.89783988	 






Series A Equipment Notes

Boeing 737-823

N957AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.01007200	%
	October 15, 2012
	 	 	3.01293586	 
	April 15, 2013
	 	 	3.01252078	 
	October 15, 2013
	 	 	3.01207597	 
	April 15, 2014
	 	 	3.01159874	 
	October 15, 2014
	 	 	3.01527272	 
	April 15, 2015
	 	 	3.01918690	 
	October 15, 2015
	 	 	3.02220524	 
	April 15, 2016
	 	 	3.02483415	 
	October 15, 2016
	 	 	3.71013026	 
	April 15, 2017
	 	 	3.73460407	 
	October 15, 2017
	 	 	3.73251834	 
	April 15, 2018
	 	 	3.73017299	 
	October 15, 2018
	 	 	3.72752294	 
	April 15, 2019
	 	 	3.72451301	 
	October 15, 2019
	 	 	3.73708383	 
	April 15, 2020
	 	 	3.74686170	 
	October 15, 2020
	 	 	3.75175998	 
	April 15, 2021
	 	 	3.75482909	 
	October 15, 2021
	 	 	35.50930145	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-7









 








Series A Equipment Notes

Boeing 737-823

N965AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.01022894	%
	October 15, 2012
	 	 	3.01293096	 
	April 15, 2013
	 	 	3.01251589	 
	October 15, 2013
	 	 	3.01207108	 
	April 15, 2014
	 	 	3.01159394	 
	October 15, 2014
	 	 	3.01526779	 
	April 15, 2015
	 	 	3.01918197	 
	October 15, 2015
	 	 	3.02220034	 
	April 15, 2016
	 	 	3.02482933	 
	October 15, 2016
	 	 	3.71012432	 
	April 15, 2017
	 	 	3.73459792	 
	October 15, 2017
	 	 	3.73251236	 
	April 15, 2018
	 	 	3.73016696	 
	October 15, 2018
	 	 	3.72751686	 
	April 15, 2019
	 	 	3.72450706	 
	October 15, 2019
	 	 	3.73707770	 
	April 15, 2020
	 	 	3.74685564	 
	October 15, 2020
	 	 	3.75175393	 
	April 15, 2021
	 	 	3.75482297	 
	October 15, 2021
	 	 	35.50924404	 






Series A Equipment Notes

Boeing 737-823

N966AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.01219215	%
	October 15, 2012
	 	 	3.01287004	 
	April 15, 2013
	 	 	3.01245483	 
	October 15, 2013
	 	 	3.01201013	 
	April 15, 2014
	 	 	3.01153300	 
	October 15, 2014
	 	 	3.01520680	 
	April 15, 2015
	 	 	3.01912081	 
	October 15, 2015
	 	 	3.02213920	 
	April 15, 2016
	 	 	3.02476806	 
	October 15, 2016
	 	 	3.71004921	 
	April 15, 2017
	 	 	3.73452234	 
	October 15, 2017
	 	 	3.73243679	 
	April 15, 2018
	 	 	3.73009141	 
	October 15, 2018
	 	 	3.72744150	 
	April 15, 2019
	 	 	3.72443164	 
	October 15, 2019
	 	 	3.73700204	 
	April 15, 2020
	 	 	3.74677987	 
	October 15, 2020
	 	 	3.75167798	 
	April 15, 2021
	 	 	3.75474691	 
	October 15, 2021
	 	 	35.50852527	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-8









 








Series A Equipment Notes

Boeing 737-823

N968AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	2.96364949	%
	October 15, 2012
	 	 	2.96722810	 
	April 15, 2013
	 	 	2.96769635	 
	October 15, 2013
	 	 	2.96819788	 
	April 15, 2014
	 	 	2.96873599	 
	October 15, 2014
	 	 	2.97351469	 
	April 15, 2015
	 	 	2.97862623	 
	October 15, 2015
	 	 	2.98294024	 
	April 15, 2016
	 	 	2.98697377	 
	October 15, 2016
	 	 	3.02162903	 
	April 15, 2017
	 	 	3.69775272	 
	October 15, 2017
	 	 	3.69915323	 
	April 15, 2018
	 	 	3.70072835	 
	October 15, 2018
	 	 	3.70250798	 
	April 15, 2019
	 	 	3.70452920	 
	October 15, 2019
	 	 	3.72326791	 
	April 15, 2020
	 	 	3.74012368	 
	October 15, 2020
	 	 	3.75312810	 
	April 15, 2021
	 	 	3.76564788	 
	October 15, 2021
	 	 	36.73396919	 






Series A Equipment Notes

Boeing 737-823

N981AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	2.44899581	%
	October 15, 2012
	 	 	2.45948320	 
	April 15, 2013
	 	 	2.46976374	 
	October 15, 2013
	 	 	2.48077623	 
	April 15, 2014
	 	 	2.49259195	 
	October 15, 2014
	 	 	2.50964191	 
	April 15, 2015
	 	 	2.52805516	 
	October 15, 2015
	 	 	2.54675895	 
	April 15, 2016
	 	 	2.56639606	 
	October 15, 2016
	 	 	2.62004212	 
	April 15, 2017
	 	 	2.69092913	 
	October 15, 2017
	 	 	2.73892853	 
	April 15, 2018
	 	 	2.79290475	 
	October 15, 2018
	 	 	2.85389295	 
	April 15, 2019
	 	 	2.92316276	 
	October 15, 2019
	 	 	3.02209078	 
	April 15, 2020
	 	 	3.13161149	 
	October 15, 2020
	 	 	3.25161476	 
	April 15, 2021
	 	 	3.38924676	 
	October 15, 2021
	 	 	48.08311294	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-9









 








Series A Equipment Notes

Boeing 737-823

N983AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	2.45029570	%
	October 15, 2012
	 	 	2.45945050	 
	April 15, 2013
	 	 	2.46973080	 
	October 15, 2013
	 	 	2.48074314	 
	April 15, 2014
	 	 	2.49255873	 
	October 15, 2014
	 	 	2.50960846	 
	April 15, 2015
	 	 	2.52802148	 
	October 15, 2015
	 	 	2.54672505	 
	April 15, 2016
	 	 	2.56636184	 
	October 15, 2016
	 	 	2.62000722	 
	April 15, 2017
	 	 	2.69089328	 
	October 15, 2017
	 	 	2.73889205	 
	April 15, 2018
	 	 	2.79286750	 
	October 15, 2018
	 	 	2.85385494	 
	April 15, 2019
	 	 	2.92312377	 
	October 15, 2019
	 	 	3.02205050	 
	April 15, 2020
	 	 	3.13156979	 
	October 15, 2020
	 	 	3.25157144	 
	April 15, 2021
	 	 	3.38920160	 
	October 15, 2021
	 	 	48.08247221	 






Series A Equipment Notes

Boeing 757-223

N183AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012

	 	 	3.32857310	%
	October 15, 2012

	 	 	3.32260582	 
	April 15, 2013

	 	 	3.31767159	 
	October 15, 2013

	 	 	3.31238583	 
	April 15, 2014

	 	 	3.30671469	 
	October 15, 2014

	 	 	4.05393682	 
	April 15, 2015

	 	 	4.03196040	 
	October 15, 2015

	 	 	4.00675857	 
	April 15, 2016

	 	 	3.97867599	 
	October 15, 2016

	 	 	3.97940456	 
	April 15, 2017

	 	 	3.98939463	 
	October 15, 2017

	 	 	59.37191798	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC







Sch. III-10









 








Series A Equipment Notes

Boeing 757-223

N184AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.33136572	%
	October 15, 2012
	 	 	3.32250989	 
	April 15, 2013
	 	 	3.31757572	 
	October 15, 2013
	 	 	3.31229015	 
	April 15, 2014
	 	 	3.30661917	 
	October 15, 2014
	 	 	4.05381963	 
	April 15, 2015
	 	 	4.03184389	 
	October 15, 2015
	 	 	4.00664294	 
	April 15, 2016
	 	 	3.97856100	 
	October 15, 2016
	 	 	3.97928965	 
	April 15, 2017
	 	 	3.98927941	 
	October 15, 2017
	 	 	59.37020284	 






Series A Equipment Notes

Boeing 757-223

N189AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07487900	%
	October 15, 2012
	 	 	3.07298511	 
	April 15, 2013
	 	 	3.07351343	 
	October 15, 2013
	 	 	3.07407947	 
	April 15, 2014
	 	 	3.07468659	 
	October 15, 2014
	 	 	3.08007914	 
	April 15, 2015
	 	 	3.08584721	 
	October 15, 2015
	 	 	3.09071525	 
	April 15, 2016
	 	 	3.09526696	 
	October 15, 2016
	 	 	3.13437340	 
	April 15, 2017
	 	 	3.80555306	 
	October 15, 2017
	 	 	3.80713353	 
	April 15, 2018
	 	 	3.80891079	 
	October 15, 2018
	 	 	3.81091907	 
	April 15, 2019
	 	 	3.81320002	 
	October 15, 2019
	 	 	3.83434553	 
	April 15, 2020
	 	 	3.85336624	 
	October 15, 2020
	 	 	3.86804097	 
	April 15, 2021
	 	 	3.88216891	 
	October 15, 2021
	 	 	34.65993631	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC







Sch. III-11









 








Series A Equipment Notes

Boeing 757-223

N190AA




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07409472	%
	October 15, 2012
	 	 	3.07300995	 
	April 15, 2013
	 	 	3.07353824	 
	October 15, 2013
	 	 	3.07410431	 
	April 15, 2014
	 	 	3.07471158	 
	October 15, 2014
	 	 	3.08010407	 
	April 15, 2015
	 	 	3.08587213	 
	October 15, 2015
	 	 	3.09074023	 
	April 15, 2016
	 	 	3.09529209	 
	October 15, 2016
	 	 	3.13439865	 
	April 15, 2017
	 	 	3.80558383	 
	October 15, 2017
	 	 	3.80716446	 
	April 15, 2018
	 	 	3.80894163	 
	October 15, 2018
	 	 	3.81094992	 
	April 15, 2019
	 	 	3.81323088	 
	October 15, 2019
	 	 	3.83437639	 
	April 15, 2020
	 	 	3.85339758	 
	October 15, 2020
	 	 	3.86807222	 
	April 15, 2021
	 	 	3.88220021	 
	October 15, 2021
	 	 	34.66021691	 






Series A Equipment Notes

Boeing 757-223

N191AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07468593	%
	October 15, 2012
	 	 	3.07299125	 
	April 15, 2013
	 	 	3.07351959	 
	October 15, 2013
	 	 	3.07408558	 
	April 15, 2014
	 	 	3.07469271	 
	October 15, 2014
	 	 	3.08008514	 
	April 15, 2015
	 	 	3.08585347	 
	October 15, 2015
	 	 	3.09072138	 
	April 15, 2016
	 	 	3.09527315	 
	October 15, 2016
	 	 	3.13437962	 
	April 15, 2017
	 	 	3.80556063	 
	October 15, 2017
	 	 	3.80714106	 
	April 15, 2018
	 	 	3.80891847	 
	October 15, 2018
	 	 	3.81092668	 
	April 15, 2019
	 	 	3.81320759	 
	October 15, 2019
	 	 	3.83435314	 
	April 15, 2020
	 	 	3.85337393	 
	October 15, 2020
	 	 	3.86804870	 
	April 15, 2021
	 	 	3.88217652	 
	October 15, 2021
	 	 	34.66000547	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-12









 









Series A Equipment Notes

Boeing 757-223

N192AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07130285	%
	October 15, 2012
	 	 	3.07309849	 
	April 15, 2013
	 	 	3.07362686	 
	October 15, 2013
	 	 	3.07419286	 
	April 15, 2014
	 	 	3.07480009	 
	October 15, 2014
	 	 	3.08019265	 
	April 15, 2015
	 	 	3.08596117	 
	October 15, 2015
	 	 	3.09082927	 
	April 15, 2016
	 	 	3.09538117	 
	October 15, 2016
	 	 	3.13448888	 
	April 15, 2017
	 	 	3.80569357	 
	October 15, 2017
	 	 	65.34043215	 






Series A Equipment Notes

Boeing 757-223

N193AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07940026	%
	October 15, 2012
	 	 	3.07284165	 
	April 15, 2013
	 	 	3.07337014	 
	October 15, 2013
	 	 	3.07393610	 
	April 15, 2014
	 	 	3.07454318	 
	October 15, 2014
	 	 	3.07993534	 
	April 15, 2015
	 	 	3.08570337	 
	October 15, 2015
	 	 	3.09057103	 
	April 15, 2016
	 	 	3.09512263	 
	October 15, 2016
	 	 	3.13422712	 
	April 15, 2017
	 	 	3.80537554	 
	October 15, 2017
	 	 	65.33497366	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC







Sch. III-13









 








Series A Equipment Notes

Boeing 757-223

N194AA




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07611573	%
	October 15, 2012
	 	 	3.07294599	 
	April 15, 2013
	 	 	3.07347411	 
	October 15, 2013
	 	 	3.07404016	 
	April 15, 2014
	 	 	3.07464754	 
	October 15, 2014
	 	 	3.08003963	 
	April 15, 2015
	 	 	3.08580797	 
	October 15, 2015
	 	 	3.09067576	 
	April 15, 2016
	 	 	3.09522754	 
	October 15, 2016
	 	 	3.13433333	 
	April 15, 2017
	 	 	3.80550444	 
	October 15, 2017
	 	 	65.33718780	 






Series A Equipment Notes

Boeing 757-223

N195AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07138495	%
	October 15, 2012
	 	 	3.07309593	 
	April 15, 2013
	 	 	3.07362428	 
	October 15, 2013
	 	 	3.07419024	 
	April 15, 2014
	 	 	3.07479738	 
	October 15, 2014
	 	 	3.08019014	 
	April 15, 2015
	 	 	3.08595852	 
	October 15, 2015
	 	 	3.09082659	 
	April 15, 2016
	 	 	3.09537866	 
	October 15, 2016
	 	 	3.13448626	 
	April 15, 2017
	 	 	3.80569030	 
	October 15, 2017
	 	 	3.80727066	 
	April 15, 2018
	 	 	3.80904827	 
	October 15, 2018
	 	 	3.81105649	 
	April 15, 2019
	 	 	3.81333739	 
	October 15, 2019
	 	 	3.83448372	 
	April 15, 2020
	 	 	3.85350512	 
	October 15, 2020
	 	 	3.86818051	 
	April 15, 2021
	 	 	3.88230869	 
	October 15, 2021
	 	 	34.66118588	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC







Sch. III-14









 








Series A Equipment Notes

Boeing 757-223

N196AA




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07746463	%
	October 15, 2012
	 	 	3.07290315	 
	April 15, 2013
	 	 	3.07343148	 
	October 15, 2013
	 	 	3.07399740	 
	April 15, 2014
	 	 	3.07460459	 
	October 15, 2014
	 	 	3.07999686	 
	April 15, 2015
	 	 	3.08576503	 
	October 15, 2015
	 	 	3.09063276	 
	April 15, 2016
	 	 	3.09518438	 
	October 15, 2016
	 	 	3.13428978	 
	April 15, 2017
	 	 	3.80545141	 
	October 15, 2017
	 	 	3.80703196	 
	April 15, 2018
	 	 	3.80880934	 
	October 15, 2018
	 	 	3.81081746	 
	April 15, 2019
	 	 	3.81309815	 
	October 15, 2019
	 	 	3.83424331	 
	April 15, 2020
	 	 	3.85326346	 
	October 15, 2020
	 	 	3.86793793	 
	April 15, 2021
	 	 	3.88206511	 
	October 15, 2021
	 	 	34.65901181	 






Series A Equipment Notes

Boeing 757-223

N197AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07205402	%
	October 15, 2012
	 	 	3.07307457	 
	April 15, 2013
	 	 	3.07360306	 
	October 15, 2013
	 	 	3.07416899	 
	April 15, 2014
	 	 	3.07477630	 
	October 15, 2014
	 	 	3.08016889	 
	April 15, 2015
	 	 	3.08593719	 
	October 15, 2015
	 	 	3.09080533	 
	April 15, 2016
	 	 	3.09535714	 
	October 15, 2016
	 	 	3.13446469	 
	April 15, 2017
	 	 	3.80566400	 
	October 15, 2017
	 	 	3.80724454	 
	April 15, 2018
	 	 	3.80902193	 
	October 15, 2018
	 	 	3.81103002	 
	April 15, 2019
	 	 	3.81331121	 
	October 15, 2019
	 	 	3.83445719	 
	April 15, 2020
	 	 	3.85347862	 
	October 15, 2020
	 	 	3.86815378	 
	April 15, 2021
	 	 	3.88228198	 
	October 15, 2021
	 	 	34.66094657	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-15









 








Series A Equipment Notes

Boeing 757-223

N198AA




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07789892	%
	October 15, 2012
	 	 	3.07288946	 
	April 15, 2013
	 	 	3.07341760	 
	October 15, 2013
	 	 	3.07398369	 
	April 15, 2014
	 	 	3.07459086	 
	October 15, 2014
	 	 	3.07998309	 
	April 15, 2015
	 	 	3.08575113	 
	October 15, 2015
	 	 	3.09061885	 
	April 15, 2016
	 	 	3.09517064	 
	October 15, 2016
	 	 	3.13427555	 
	April 15, 2017
	 	 	3.80543451	 
	October 15, 2017
	 	 	3.80701500	 
	April 15, 2018
	 	 	3.80879221	 
	October 15, 2018
	 	 	3.81080036	 
	April 15, 2019
	 	 	3.81308114	 
	October 15, 2019
	 	 	3.83422591	 
	April 15, 2020
	 	 	3.85324625	 
	October 15, 2020
	 	 	3.86792047	 
	April 15, 2021
	 	 	3.88204782	 
	October 15, 2021
	 	 	34.65885654	 






Series A Equipment Notes

Boeing 757-223

N199AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07296150	%
	October 15, 2012
	 	 	3.07304587	 
	April 15, 2013
	 	 	3.07357428	 
	October 15, 2013
	 	 	3.07414027	 
	April 15, 2014
	 	 	3.07474741	 
	October 15, 2014
	 	 	3.08013996	 
	April 15, 2015
	 	 	3.08590836	 
	October 15, 2015
	 	 	3.09077639	 
	April 15, 2016
	 	 	3.09532825	 
	October 15, 2016
	 	 	3.13443534	 
	April 15, 2017
	 	 	3.80562824	 
	October 15, 2017
	 	 	3.80720887	 
	April 15, 2018
	 	 	3.80898628	 
	October 15, 2018
	 	 	3.81099447	 
	April 15, 2019
	 	 	3.81327542	 
	October 15, 2019
	 	 	3.83442132	 
	April 15, 2020
	 	 	3.85344251	 
	October 15, 2020
	 	 	3.86811754	 
	April 15, 2021
	 	 	3.88224562	 
	October 15, 2021
	 	 	34.66062209	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-16









 








Series A Equipment Notes

Boeing 757-223

N175AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07227632	%
	October 15, 2012
	 	 	3.07306757	 
	April 15, 2013
	 	 	3.07359601	 
	October 15, 2013
	 	 	3.07416191	 
	April 15, 2014
	 	 	3.07476929	 
	October 15, 2014
	 	 	3.08016169	 
	April 15, 2015
	 	 	3.08593020	 
	October 15, 2015
	 	 	3.09079817	 
	April 15, 2016
	 	 	3.09535013	 
	October 15, 2016
	 	 	3.13445752	 
	April 15, 2017
	 	 	3.80565533	 
	October 15, 2017
	 	 	3.80723573	 
	April 15, 2018
	 	 	3.80901305	 
	October 15, 2018
	 	 	3.81102152	 
	April 15, 2019
	 	 	3.81330241	 
	October 15, 2019
	 	 	3.83444826	 
	April 15, 2020
	 	 	3.85346989	 
	October 15, 2020
	 	 	3.86814485	 
	April 15, 2021
	 	 	3.88227308	 
	October 15, 2021
	 	 	34.66086708	 






Series A Equipment Notes

Boeing 777-223ER

N797AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.05288702	%
	October 15, 2012
	 	 	3.05307043	 
	April 15, 2013
	 	 	3.05263497	 
	October 15, 2013
	 	 	3.05216853	 
	April 15, 2014
	 	 	3.05166811	 
	October 15, 2014
	 	 	3.05552134	 
	April 15, 2015
	 	 	3.05962667	 
	October 15, 2015
	 	 	3.06279243	 
	April 15, 2016
	 	 	3.06554979	 
	October 15, 2016
	 	 	3.74864583	 
	April 15, 2017
	 	 	3.77431472	 
	October 15, 2017
	 	 	3.77212716	 
	April 15, 2018
	 	 	3.76966730	 
	October 15, 2018
	 	 	3.76688783	 
	April 15, 2019
	 	 	3.76373098	 
	October 15, 2019
	 	 	3.77691550	 
	April 15, 2020
	 	 	3.78717099	 
	October 15, 2020
	 	 	3.79230844	 
	April 15, 2021
	 	 	3.79552735	 
	October 15, 2021
	 	 	34.74678463	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-17









 








Series A Equipment Notes

Boeing 777-223ER

N798AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.05380851	%
	October 15, 2012
	 	 	3.05304141	 
	April 15, 2013
	 	 	3.05260598	 
	October 15, 2013
	 	 	3.05213952	 
	April 15, 2014
	 	 	3.05163907	 
	October 15, 2014
	 	 	3.05549231	 
	April 15, 2015
	 	 	3.05959759	 
	October 15, 2015
	 	 	3.06276331	 
	April 15, 2016
	 	 	3.06552064	 
	October 15, 2016
	 	 	3.74861021	 
	April 15, 2017
	 	 	3.77427882	 
	October 15, 2017
	 	 	3.77209131	 
	April 15, 2018
	 	 	3.76963146	 
	October 15, 2018
	 	 	3.76685203	 
	April 15, 2019
	 	 	3.76369519	 
	October 15, 2019
	 	 	3.77687961	 
	April 15, 2020
	 	 	3.78713498	 
	October 15, 2020
	 	 	3.79227241	 
	April 15, 2021
	 	 	3.79549125	 
	October 15, 2021
	 	 	34.74645437	 






Series A Equipment Notes

Boeing 777-223ER

N799AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.05527029	%
	October 15, 2012
	 	 	3.05299535	 
	April 15, 2013
	 	 	3.05255995	 
	October 15, 2013
	 	 	3.05209352	 
	April 15, 2014
	 	 	3.05159305	 
	October 15, 2014
	 	 	3.05544626	 
	April 15, 2015
	 	 	3.05955144	 
	October 15, 2015
	 	 	3.06271713	 
	April 15, 2016
	 	 	3.06547445	 
	October 15, 2016
	 	 	3.74855368	 
	April 15, 2017
	 	 	3.77422189	 
	October 15, 2017
	 	 	3.77203446	 
	April 15, 2018
	 	 	3.76957460	 
	October 15, 2018
	 	 	3.76679522	 
	April 15, 2019
	 	 	3.76363843	 
	October 15, 2019
	 	 	3.77682271	 
	April 15, 2020
	 	 	3.78707786	 
	October 15, 2020
	 	 	3.79221520	 
	April 15, 2021
	 	 	3.79543404	 
	October 15, 2021
	 	 	34.74593045	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-18









 








Series A Equipment Notes

Boeing 777-223ER

N750AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.05465256	%
	October 15, 2012
	 	 	3.05301480	 
	April 15, 2013
	 	 	3.05257942	 
	October 15, 2013
	 	 	3.05211293	 
	April 15, 2014
	 	 	3.05161252	 
	October 15, 2014
	 	 	3.05546570	 
	April 15, 2015
	 	 	3.05957093	 
	October 15, 2015
	 	 	3.06273668	 
	April 15, 2016
	 	 	3.06549394	 
	October 15, 2016
	 	 	3.74857756	 
	April 15, 2017
	 	 	3.77424596	 
	October 15, 2017
	 	 	3.77205847	 
	April 15, 2018
	 	 	3.76959867	 
	October 15, 2018
	 	 	3.76681923	 
	April 15, 2019
	 	 	3.76366241	 
	October 15, 2019
	 	 	3.77684674	 
	April 15, 2020
	 	 	3.78710201	 
	October 15, 2020
	 	 	3.79223937	 
	April 15, 2021
	 	 	3.79545825	 
	October 15, 2021
	 	 	34.74615184	 






Series A Equipment Notes

Boeing 777-223ER

N751AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.05231119	%
	October 15, 2012
	 	 	3.05308857	 
	April 15, 2013
	 	 	3.05265312	 
	October 15, 2013
	 	 	3.05218668	 
	April 15, 2014
	 	 	3.05168619	 
	October 15, 2014
	 	 	3.05553953	 
	April 15, 2015
	 	 	3.05964481	 
	October 15, 2015
	 	 	3.06281064	 
	April 15, 2016
	 	 	3.06556799	 
	October 15, 2016
	 	 	3.74866809	 
	April 15, 2017
	 	 	3.77433712	 
	October 15, 2017
	 	 	3.77214959	 
	April 15, 2018
	 	 	3.76968966	 
	October 15, 2018
	 	 	3.76691023	 
	April 15, 2019
	 	 	3.76375328	 
	October 15, 2019
	 	 	3.77693800	 
	April 15, 2020
	 	 	3.78719344	 
	October 15, 2020
	 	 	3.79233096	 
	April 15, 2021
	 	 	3.79554992	 
	October 15, 2021
	 	 	34.74699100	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-19









 








Series A Equipment Notes

Boeing 777-223ER

N752AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07175804	%
	October 15, 2012
	 	 	3.07224259	 
	April 15, 2013
	 	 	3.07179747	 
	October 15, 2013
	 	 	3.07132066	 
	April 15, 2014
	 	 	3.07080911	 
	October 15, 2014
	 	 	3.07474793	 
	April 15, 2015
	 	 	3.07894436	 
	October 15, 2015
	 	 	3.08218044	 
	April 15, 2016
	 	 	3.08499900	 
	October 15, 2016
	 	 	3.76705755	 
	April 15, 2017
	 	 	3.79329624	 
	October 15, 2017
	 	 	3.79106021	 
	April 15, 2018
	 	 	3.78854567	 
	October 15, 2018
	 	 	3.78570450	 
	April 15, 2019
	 	 	3.78247755	 
	October 15, 2019
	 	 	3.79595483	 
	April 15, 2020
	 	 	3.80643798	 
	October 15, 2020
	 	 	3.81168945	 
	April 15, 2021
	 	 	3.81497985	 
	October 15, 2021
	 	 	34.38399656	 






Series A Equipment Notes

Boeing 777-223ER

N753AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.05264447	%
	October 15, 2012
	 	 	3.05307806	 
	April 15, 2013
	 	 	3.05264263	 
	October 15, 2013
	 	 	3.05217618	 
	April 15, 2014
	 	 	3.05167573	 
	October 15, 2014
	 	 	3.05552901	 
	April 15, 2015
	 	 	3.05963431	 
	October 15, 2015
	 	 	3.06280009	 
	April 15, 2016
	 	 	3.06555743	 
	October 15, 2016
	 	 	3.74865521	 
	April 15, 2017
	 	 	3.77432415	 
	October 15, 2017
	 	 	3.77213660	 
	April 15, 2018
	 	 	3.76967676	 
	October 15, 2018
	 	 	3.76689724	 
	April 15, 2019
	 	 	3.76374037	 
	October 15, 2019
	 	 	3.77692499	 
	April 15, 2020
	 	 	3.78718041	 
	October 15, 2020
	 	 	3.79231795	 
	April 15, 2021
	 	 	3.79553682	 
	October 15, 2021
	 	 	34.74687159	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-20









 








Series A Equipment Notes

Boeing 777-223ER

N754AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.07242876	%
	October 15, 2012
	 	 	3.07222133	 
	April 15, 2013
	 	 	3.07177626	 
	October 15, 2013
	 	 	3.07129939	 
	April 15, 2014
	 	 	3.07078785	 
	October 15, 2014
	 	 	3.07472665	 
	April 15, 2015
	 	 	3.07892310	 
	October 15, 2015
	 	 	3.08215910	 
	April 15, 2016
	 	 	3.08497762	 
	October 15, 2016
	 	 	3.76703147	 
	April 15, 2017
	 	 	3.79327001	 
	October 15, 2017
	 	 	3.79103394	 
	April 15, 2018
	 	 	3.78851947	 
	October 15, 2018
	 	 	3.78567829	 
	April 15, 2019
	 	 	3.78245140	 
	October 15, 2019
	 	 	3.79592856	 
	April 15, 2020
	 	 	3.80641162	 
	October 15, 2020
	 	 	3.81166310	 
	April 15, 2021
	 	 	3.81495347	 
	October 15, 2021
	 	 	34.38375860	 






Series A Equipment Notes

Boeing 777-223ER

N755AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.02487920	%
	October 15, 2012
	 	 	3.02663912	 
	April 15, 2013
	 	 	3.02714109	 
	October 15, 2013
	 	 	3.02767881	 
	April 15, 2014
	 	 	3.02825569	 
	October 15, 2014
	 	 	3.03337901	 
	April 15, 2015
	 	 	3.03885930	 
	October 15, 2015
	 	 	3.04348429	 
	April 15, 2016
	 	 	3.04780893	 
	October 15, 2016
	 	 	3.08496348	 
	April 15, 2017
	 	 	3.75832000	 
	October 15, 2017
	 	 	3.75982161	 
	April 15, 2018
	 	 	3.76151026	 
	October 15, 2018
	 	 	3.76341824	 
	April 15, 2019
	 	 	3.76558527	 
	October 15, 2019
	 	 	3.78567539	 
	April 15, 2020
	 	 	3.80374692	 
	October 15, 2020
	 	 	3.81768926	 
	April 15, 2021
	 	 	3.83111186	 
	October 15, 2021
	 	 	35.57003226	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-21









 








Series A Equipment Notes

Boeing 777-223ER

N756AM




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.02813544	%
	October 15, 2012
	 	 	3.02653749	 
	April 15, 2013
	 	 	3.02703944	 
	October 15, 2013
	 	 	3.02757712	 
	April 15, 2014
	 	 	3.02815401	 
	October 15, 2014
	 	 	3.03327714	 
	April 15, 2015
	 	 	3.03875729	 
	October 15, 2015
	 	 	3.04338212	 
	April 15, 2016
	 	 	3.04770658	 
	October 15, 2016
	 	 	3.08485988	 
	April 15, 2017
	 	 	3.75819380	 
	October 15, 2017
	 	 	3.75969540	 
	April 15, 2018
	 	 	3.76138393	 
	October 15, 2018
	 	 	3.76329187	 
	April 15, 2019
	 	 	3.76545883	 
	October 15, 2019
	 	 	3.78554827	 
	April 15, 2020
	 	 	3.80361924	 
	October 15, 2020
	 	 	3.81756103	 
	April 15, 2021
	 	 	3.83098324	 
	October 15, 2021
	 	 	35.56883788	 






Series A Equipment Notes

Boeing 777-223ER

N757AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.02573062	%
	October 15, 2012
	 	 	3.02661256	 
	April 15, 2013
	 	 	3.02711450	 
	October 15, 2013
	 	 	3.02765220	 
	April 15, 2014
	 	 	3.02822911	 
	October 15, 2014
	 	 	3.03335236	 
	April 15, 2015
	 	 	3.03883265	 
	October 15, 2015
	 	 	3.04345762	 
	April 15, 2016
	 	 	3.04778215	 
	October 15, 2016
	 	 	3.08493639	 
	April 15, 2017
	 	 	3.75828697	 
	October 15, 2017
	 	 	3.75978862	 
	April 15, 2018
	 	 	3.76147722	 
	October 15, 2018
	 	 	3.76338520	 
	April 15, 2019
	 	 	3.76555222	 
	October 15, 2019
	 	 	3.78564213	 
	April 15, 2020
	 	 	3.80371356	 
	October 15, 2020
	 	 	3.81765573	 
	April 15, 2021
	 	 	3.83107826	 
	October 15, 2021
	 	 	35.56971993	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




Sch. III-22









 








Series A Equipment Notes

Boeing 777-223ER

N758AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.02684270	%
	October 15, 2012
	 	 	3.02657782	 
	April 15, 2013
	 	 	3.02707980	 
	October 15, 2013
	 	 	3.02761750	 
	April 15, 2014
	 	 	3.02819439	 
	October 15, 2014
	 	 	3.03331754	 
	April 15, 2015
	 	 	3.03879782	 
	October 15, 2015
	 	 	3.04342269	 
	April 15, 2016
	 	 	3.04774719	 
	October 15, 2016
	 	 	3.08490102	 
	April 15, 2017
	 	 	3.75824387	 
	October 15, 2017
	 	 	3.75974553	 
	April 15, 2018
	 	 	3.76143408	 
	October 15, 2018
	 	 	3.76334203	 
	April 15, 2019
	 	 	3.76550907	 
	October 15, 2019
	 	 	3.78559873	 
	April 15, 2020
	 	 	3.80366991	 
	October 15, 2020
	 	 	3.81761191	 
	April 15, 2021
	 	 	3.83103435	 
	October 15, 2021
	 	 	35.56931205	 






Series A Equipment Notes

Boeing 777-223ER

N759AN




	 	 	 	 	 
	 	 	Percentage of Original
	Payment Date	 	Principal Amount to be Paid
	April 15, 2012
	 	 	3.02649072	%
	October 15, 2012
	 	 	3.02658881	 
	April 15, 2013
	 	 	3.02709079	 
	October 15, 2013
	 	 	3.02762846	 
	April 15, 2014
	 	 	3.02820539	 
	October 15, 2014
	 	 	3.03332857	 
	April 15, 2015
	 	 	3.03880883	 
	October 15, 2015
	 	 	3.04343374	 
	April 15, 2016
	 	 	3.04775826	 
	October 15, 2016
	 	 	3.08491221	 
	April 15, 2017
	 	 	3.75825752	 
	October 15, 2017
	 	 	3.75975919	 
	April 15, 2018
	 	 	3.76144772	 
	October 15, 2018
	 	 	3.76335567	 
	April 15, 2019
	 	 	3.76552274	 
	October 15, 2019
	 	 	3.78561247	 
	April 15, 2020
	 	 	3.80368374	 
	October 15, 2020
	 	 	3.81762577	 
	April 15, 2021
	 	 	3.83104826	 
	October 15, 2021
	 	 	35.56944113	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC





Sch. III-23











 




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 the terms
of the Note Purchase Agreement, the “Indenture Form”)) for Series A (computed on the basis
of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears): 8.625%.




	 	 	 

	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:

	 	April 15 and October 15 commencing with April 15,
2012.
	 
	 	 
	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
the terms of the Note Purchase Agreement, the “Participation Agreement Form”).




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American Airlines 2011-2 Aircraft EETC




Sch.III-24









 




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 Class A Liquidity Provider 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 Class A Liquidity Provider 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 Class A Liquidity Provider 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) (i) the
issuance of any Series B Equipment Notes, or (ii) if any Series B Equipment Notes shall have
been issued, the redemption of such Series B Equipment Notes and issuance of new Series B
Equipment Notes, (b) (i) the issuance of any Additional Series Equipment Notes, or
(ii) if any Additional Series Equipment Notes shall have been issued, the redemption of such
Additional Series Equipment Notes and issuance of new Additional Series Equipment Notes, or
(c) to provide for any credit support for any pass through certificates relating to
any such Series B Equipment Notes or Additional Series Equipment Notes, as applicable, in each
case, as provided in Section 4(a)(v) of the Note Purchase Agreement.





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Sch.III-25









 











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.



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




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




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          “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 amounts 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, if
any, issued by any Additional Series Pass Through Trust (including, without limitation, any
“Refinancing Certificates” (as such term is defined in the Intercreditor Agreement) issued by a
“Refinancing Trust” described in clause (ii) of the definition of “Additional Series Pass Through
Trust”).




          “Additional Series Pass Through Trust” means (i) initially, a grantor trust,
if any, created pursuant to the applicable Pass Through Trust Agreement to facilitate the issuance
and sale of pass through certificates in connection with the initial issuance of any Additional
Series Equipment Notes and (ii) any “Refinancing Trust” (as such term is defined in the
Intercreditor Agreement) created in connection with any subsequent redemption of such Additional
Series Equipment Notes and issuance of new 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 fourth 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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          “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” means the pass through certificates issued by any Pass Through Trust
(and any other pass through certificates for which such pass through certificates may be
exchanged).




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




          “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 fifth recital to the
Note Purchase Agreement.




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




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




          “Class B Certificates” means the pass through certificates, if any, issued by any
Class B Pass Through Trust (including, without limitation, any “Refinancing Certificates” (as such
term is defined in the Intercreditor Agreement) issued by a “Refinancing Trust” described in clause
(ii) of the definition of “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” means (i) initially, a grantor trust, if any, created
pursuant to the applicable Pass Through Trust Agreement to facilitate the issuance and sale of




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pass
through certificates in connection with the initial issuance of any Series B Equipment Notes and
(ii) any “Refinancing Trust” (as such term is defined in the Intercreditor Agreement)
created in connection with any subsequent redemption of such Series B Equipment Notes and issuance
of new Series B Equipment Notes.




          “Class B Pass Through Trust Agreement” means a Trust Supplement entered into in
connection with the creation of a Class B 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.




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




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




          “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)	 	December 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.



          “Deposit Agreement” has the meaning set forth in the seventh 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.




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




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          “Encumbered Aircraft” has the meaning set forth in the third 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.




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




          “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.




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




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




          “Existing Financing” has the meaning set forth in the third 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.




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          “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 seventh recital to the Note
Purchase Agreement.




          “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the
Issuance Date, among the Class A Pass Through Trustee, the Class A Liquidity Provider and the
Subordination Agent, as the same may be amended, supplemented or otherwise modified from 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 Class A Certificates.




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




          “Liquidity Providers” means, collectively, the Class A Liquidity Provider and, if any
Class B Liquidity Facility shall have been provided, 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, as such agreement may be amended, supplemented or otherwise modified from time to time.




          “Notice of Purchase Withdrawal” has the meaning set forth in Section 2.3(a) of
the Deposit Agreement.




          “Operative Agreements” means, collectively, each Pass Through Trust Agreement, the
Note Purchase Agreement, the Escrow and Paying Agent Agreement, the 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.




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




          “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, 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.




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




          “Pass Through Trust” means each of the separate grantor trusts that have been or will
be created pursuant to the Pass Through Trust Agreements to facilitate certain of the transactions
contemplated by the Operative Agreements.




          “Pass Through Trust Agreement” means each of the separate Trust Supplements relating
to the Pass Through Trusts, 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
its terms thereof.




          “Pass Through Trustee” means the trustee under each Pass Through Trust Agreement,
together with any successor in interest and any successor or other trustee appointed as provided in
such Pass Through Trust 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 will be Moody’s and Standard & Poor’s.




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          “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 the register maintained pursuant to Sections 3.04 and
7.12 of the Basic Pass Through Trust Agreement with respect to each Pass Through Trust.




          “Replacement Deposit Agreement” means a deposit agreement substantially in the form of
the replaced Deposit Agreement as shall permit the Rating Agencies to issue 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 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 of one series issued under an
Indenture and designated as “Series B” thereunder (and not as “Series A” or “Additional Series”
issued thereunder, if any), in the principal amounts and maturities and bearing interest as
specified in Schedule I to such Indenture amended at the time of original issuance of such Series B
Equipment Notes under the heading for such series.




          “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.




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          “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.




          “Trust Supplements” means (i) that certain agreement supplemental to the Basic
Pass Through Trust Agreement referred to in Schedule II to the Note Purchase Agreement,
(ii) in the case of any Class B Certificates, if issued whether in connection with the
initial issuance of any Series B Equipment Notes or in connection with any subsequent redemption of
such Series B Equipment Notes and issuance of new Series B Equipment Notes, 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 such Class B Certificates, (b) the
issuance of such Class B Certificates representing fractional undivided interests in the Class B
Pass Through Trust is authorized and (c) the terms of such Class B Certificates are
established and (iii) in the case of any Additional Series Pass Through Certificates, if
issued whether in connection with the initial issuance of any Additional Series Equipment Notes or
in connection with any subsequent redemption of such Additional Series Equipment Notes and issuance
of new Additional Series Equipment Notes, 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 such Additional Series Pass Through Certificates, (b) the issuance of such
Additional Series Pass Through Certificates representing fractional undivided interests in the
Additional Series Pass Through Trust is authorized and (c) the terms of such Additional
Series Pass Through Certificates are established.




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




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




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




          “United States” means the United States of America.




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




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     EXHIBIT A to

NOTE PURCHASE AGREEMENT



FORM OF FUNDING NOTICE13




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 October 4, 2011, among American
Airlines, Inc. (the “Company”), U.S Bank Trust National Association, as Class A Pass
Through Trustee (as defined therein) (the “Class A 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 [Class A Pass Through Trustee][respective Pass Through Trustees referred to below
(each, a “Pass Through Trustee”)], 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







 




			
	13	 	To be modified as appropriate to provide for
Additional Series Equipment Notes, if any.





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American Airlines 2011-2 Aircraft EETC





 









 









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





     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.



     [If applicable, to include an instruction from the Company to the Class B Pass Through Trustee
with respect to obtaining funds necessary to purchase the Series B Equipment Notes.]



     The Company hereby instructs the Class A Pass Through Trustee to (i) purchase the
Series A Equipment Notes and in an amount set forth opposite the Class A 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 the Class B Pass Through Trustee to purchase the Series B
Equipment Notes and in an amount set forth opposite the Class B Pass Through Trustee in clause (2)
above with the amounts [describe the source of funds].]



     The Company hereby instructs [each][the Class A] 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 the Pass Through Trustee of
each Pass Through Trust in existence as of the date thereof, substantially in the form previously
provided, (b) perform its obligations thereunder and (c) deliver such certificates,
documents and legal opinions relating to such [Class A] Pass Through Trustee as are required
thereby.


Yours faithfully,



American Airlines, Inc.




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



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-2-









 





Schedule A to

Funding Notice




U.S. Bank Trust National Association, as

     [Class A] Pass Through Trustee

300 Delaware Avenue, 9th Floor

Mail Code EX-DE-WDAW

Wilmington, Delaware 19801

Attention: Corporate Trust Services

Reference: American Airlines 2011-2 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 2011-2 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 2011-2 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 2011-2 EETC

Telephone: (212) 815-4812

Facsimile: (212) 815-5704




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Standard & Poor’s Ratings Services

55 Water Street, 35th Floor

New York, New York 10004

Attention: Betsy Snyder

Reference: American Airlines 2011-2 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 2011-2 EETC

Telephone: (212) 553-1672

Facsimile: (212) 298-6481




Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC






 









 








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 _____.




Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC





 









 








Schedule C to



Funding Notice




Equipment Notes




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Series of Equipment	 	 	 	 	 	 	Original Principal	 
	Relevant Pass Through Trustee	 	Notes	 	 	Equipment Note No.	 	 	Amount	 
	Class A Pass
Through Trustee
	 	Series 2011-2A- ____	 	No. A- _____ - ___	 	 	$__________ 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[Class B Pass
Through Trustee]
	 	[Series 2011-2B- ____ ]	 	[No. B- _____   - _____ ]	 	 	[$__________ ]	 






Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC




 









 






Annex A to

Funding Notice



WITHDRAWAL CERTIFICATE

(Class A)




U.S. Bank National Association,

as Escrow Agent

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Services

Reference: American Airlines 2011-2 EETC

Telephone: (617) 603-6553

Facsimile: (617) 603-6683



Ladies and Gentlemen:



Reference is made to the Escrow and Paying Agent Agreement (Class A), dated as of October 4, 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 2011-2
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 2011-2 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 2011-2A EETC

Telephone: (212) 815-4812

Telecopier: (212) 815-5704



Ladies and Gentlemen:





     Reference is made to the Deposit Agreement (Class A) dated as of October 4, 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 Chase Manhattan Bank (ABA No. [______]), Account Number [______],
Reference: American Airlines, Inc.] [the Pass Through Trustee at U.S. Bank Trust National
Association, Wilmington, Delaware, ABA#[______], Corporate Trust, Account No. [______], Reference:
American Airlines 2011-2A EETC]14 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___]






 




			
	14	 	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 Class A Pass Through Trustee. If
there are no such excess amounts, the account number to be specified here
should be that of American.





Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC





 









 








EXHIBIT B to

NOTE PURCHASE AGREEMENT




FORM OF PARTICIPATION AGREEMENT




[See Exhibit 4.9]



Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC





 









 








EXHIBIT C to

NOTE PURCHASE AGREEMENT




FORM OF INDENTURE




[See Exhibit 4.10]



Note Purchase Agreement

American Airlines 2011-2 Aircraft EETC