exv4w9






Exhibit 4.9

Exhibit B to Note Purchase Agreement




      





PARTICIPATION AGREEMENT




([Reg. No.])



Dated as of _________ ___, 20__1



among



AMERICAN AIRLINES, INC.,



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Pass Through Trustee under each of the

Pass Through Trust Agreements in effect as of the date hereof,



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent,




U.S. BANK TRUST NATIONAL ASSOCIATION,

as Loan Trustee,



and



U.S. BANK TRUST NATIONAL ASSOCIATION,

in its individual capacity as set forth herein



*





One Boeing [Model]

(Generic Manufacturer and Model [Generic Manufacturer and Model]) Aircraft

U.S. Registration No. [Reg. No.]




      






 




			
	1	 	To insert the relevant Closing Date.





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Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Definitions

	 	 	2	 
	Section 1.02. Other Definitional Provisions

	 	 	2	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	THE LOANS
	 	 	 	 
	Section 2.01. The Loans

	 	 	2	 
	Section 2.02. Issuance of Equipment Notes

	 	 	3	 
	Section 2.03. The Closing

	 	 	3	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	CONDITIONS PRECEDENT
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Conditions Precedent to Obligations of the Pass Through Trustees

	 	 	4	 
	Section 3.02. Conditions Precedent to Obligations of the Company

	 	 	8	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF THE COMPANY
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Representations and Warranties of the Company

	 	 	10	 
	Section 4.02. General Indemnity

	 	 	12	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	REPRESENTATIONS, WARRANTIES AND COVENANTS OF U.S. BANK
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Representations, Warranties and Covenants of U.S. Bank

	 	 	18	 






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	 	 	Page
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	OTHER COVENANTS AND AGREEMENTS
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Other Agreements

	 	 	21	 
	Section 6.02. Certain Covenants of the Company

	 	 	23	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. Notices

	 	 	26	 
	Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements

	 	 	26	 
	Section 7.03. Governing Law

	 	 	27	 
	Section 7.04. Severability

	 	 	27	 
	Section 7.05. No Oral Modifications or Continuing Waivers; Consents

	 	 	27	 
	Section 7.06. Effect of Headings and Table of Contents

	 	 	27	 
	Section 7.07. Successors and Assigns

	 	 	27	 
	Section 7.08. Benefits of Agreement

	 	 	27	 
	Section 7.09. Counterparts

	 	 	28	 
	Section 7.10. Submission to Jurisdiction

	 	 	28	 
	Section 7.11. No Petition

	 	 	28	 
	Section 7.12. Section 1110

	 	 	29	 
	Section 7.13. No Waiver

	 	 	29	 
	Section 7.14. Further Assurances

	 	 	29	 






	 	 	 	 	 

	Schedule I

	 	 —
	 	Certain Terms
	Schedule II

	 	 —
	 	Equipment Notes, Purchasers and Original Principal Amounts
	Schedule III

	 	 —
	 	Trust Supplements
	 
	 	 	 	 
	Exhibit A

	 	 —
	 	Form of Opinion of Counsel for the Company
	Exhibit B

	 	 —
	 	Form of Opinion of Special Counsel for the Loan Trustee, the Pass Through Trustees,
the Subordination Agent and U.S. Bank
	Exhibit C

	 	 —
	 	Form of Opinion of Special FAA Counsel
	Exhibit D

	 	 —
	 	Form of Manufacturer’s Consent
	Exhibit E

	 	 —	 	Form of Opinion of Special Delaware Tax Counsel for the Pass Through Trustees
	 
	 	 	 	 
	Annex A

	 	 —
	 	Definitions






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PARTICIPATION AGREEMENT




([Reg. No.])



     This PARTICIPATION AGREEMENT ([Reg. No.]) (“Agreement”), dated as of _________ ___,
20__2, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together
with its successors and permitted assigns, the “Company”), U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association (in its individual capacity, together with its
successors and permitted assigns, “U.S. Bank”), not in its individual capacity except as
otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but
solely as Pass Through Trustee under each of the Pass Through Trust Agreements in effect as of the
date hereof (such term and other capitalized terms used herein without definition being defined as
provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as
subordination agent and trustee (in such capacity, together with any successor trustee in such
capacity, the “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK TRUST
NATIONAL ASSOCIATION, as loan trustee (in such capacity, together with any successor trustee in
such capacity, the “Loan Trustee”) under the Indenture.



W I T N E S S E T H:




     WHEREAS, the Company is the owner of that certain aircraft of the make and model set forth in
Schedule I hereto as more particularly described in the Indenture Supplement originally executed
and delivered under the Indenture;



     WHEREAS, concurrently with the execution and delivery of this Agreement, the Company and the
Loan Trustee are entering into the Indenture, pursuant to which, among other things, the Company
will issue one or more separate series of Equipment Notes, which Equipment Notes are to be secured
by a security interest in all right, title and interest of the Company in and to the Aircraft and
certain other property described in the Indenture;



     WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the Trust Supplements
set forth in Schedule III hereto, the Pass Through Trusts in existence as of the date hereof were
created and the Pass Through Certificates issued and sold;



     WHEREAS, pursuant to the Intercreditor Agreement, the Subordination Agent will hold the
Equipment Notes on behalf of the Pass Through Trusts;





 




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



ARTICLE I




DEFINITIONS



     Section 1.01. Definitions. For the purposes of this Agreement, unless the context
otherwise requires, capitalized terms used but not defined herein shall have the respective
meanings set forth or incorporated by reference in Annex A.



     Section 1.02. Other Definitional Provisions. (a) The definitions stated herein and in
Annex A apply equally to both the singular and the plural forms of the terms defined.



     (b) All references in this Agreement to designated “Articles”, “Sections”, “Subsections”,
“Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated Article, Section,
Subsection, Schedule, Exhibit, Annex or other subdivision of this Agreement, unless otherwise
specifically stated.



     (c) The words “herein”, “hereof” and “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular Article, Section, Subsection, Schedule,
Exhibit, Annex or other subdivision.



     (d) All references in this Agreement to a “government” are to such government and any
instrumentality or agency thereof.



     (e) 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”.



     (f) All references in this Agreement to a Person shall include successors and permitted
assigns of such Person.



ARTICLE II




THE LOANS



     Section 2.01. The Loans. Subject to the terms and conditions of this Agreement and
the Indenture, on the Closing Date, the Pass Through Trustee for each Pass Through Trust in
existence as of the Closing Date shall make a loan to the Company by paying to the Company the
aggregate original principal amounts of the Equipment Notes being issued to such Pass Through Trust
as set forth on Schedule II opposite the name of such Pass Through Trust. The Pass Through
Trustees, on behalf of the Pass Through Trusts in



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existence as of the Closing Date, shall make such loans to the Company no later than 10:00
a.m. (New York City time) on the Closing Date by transferring such amount in immediately available
funds to the Company at its account at JP Morgan Chase, ABA# [______], Account No. [______],
Reference: American Airlines 2011-2 EETC.




     Section 2.02. Issuance of Equipment Notes. Upon the occurrence of the above payments
by the Pass Through Trustee for each Pass Through Trust in existence as of the Closing Date to the
Company, the Company shall issue, pursuant to and in accordance with Article II of the Indenture,
to the Subordination Agent as agent and trustee for the Pass Through Trustee for each such Pass
Through Trust, one or more Equipment Notes of the maturity and aggregate principal amount and
bearing the interest rate set forth in Schedule II opposite the name of such Pass Through Trust.
Each such Equipment Note shall be duly authenticated by the Loan Trustee pursuant to the Indenture,
registered in the name of the Subordination Agent and dated the Closing Date and shall be delivered
by the Loan Trustee to the Subordination Agent. In addition, subject to Section 4(a)(v) of the
Note Purchase Agreement and Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, as
applicable, the Company shall have the option (a) (i) if no Series B Equipment
Notes were issued on the Closing Date, to issue Series B Equipment Notes after the Closing Date
under the Indenture, and (ii) after Series B Equipment Notes have been issued (whether on
or after the Closing Date), to redeem, from time to time, all but not less than all of such Series
B Equipment Notes and to issue under the Indenture new Series B Equipment Notes with terms that may
be the same as or different from those of the redeemed Series B Equipment Notes and (b)
(i) if no Additional Series Equipment Notes were issued on the Closing Date, to issue one
series (and only one outstanding series at any time) of Additional Series Equipment Notes under the
Indenture concurrently with, or at any time after, the initial issuance of Series B Equipment Notes
under the Indenture and (ii) after Additional Series Equipment Notes have been issued (whether on
or after the Closing Date), to redeem, from time to time, all but not less than all of such
Additional Series Equipment Notes and to issue under the Indenture new Additional Series Equipment
Notes with terms that may be the same as or different from those of the redeemed Additional Series
Equipment Notes. If the Series B Equipment Notes or Additional Series Equipment Notes are so
issued after the Closing Date, or new Series B Equipment Notes or new Additional Series Equipment
Notes are issued in connection with such redemption, each Noteholder of such Equipment Notes or
such new Equipment Notes, as applicable, shall be deemed to be a party hereto without further act,
and shall be entitled to execute, and at the request of the Company shall execute, a counterpart to
this Agreement.



     Section 2.03. The Closing. The closing (the “Closing”) of the transactions
contemplated hereby shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue,
New York, New York 10022 at 10:00 a.m. (New York City time) on _________ ___, 20__, or at such
other time or place as the parties shall agree.



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ARTICLE III




CONDITIONS PRECEDENT



     Section 3.01. Conditions Precedent to Obligations of the Pass Through Trustees. The
obligation of the Pass Through Trustee of each Pass Through Trust in existence as of the Closing
Date to make the loan contemplated by Article II is subject to the fulfillment (or the waiver by
such Pass Through Trustee) prior to or on the Closing Date of the following conditions precedent:




     (a) Authentication. The Company shall have tendered the Equipment Notes to
the Loan Trustee for authentication, and the Loan Trustee shall have authenticated such
Equipment Notes and shall have tendered the Equipment Notes to the Subordination Agent on
behalf of the applicable Pass Through Trustee, against receipt of the loan proceeds, in
accordance with Section 2.02.




     (b) No Changes in Law. No change shall have occurred after the date of this
Agreement in applicable law or regulations thereunder or interpretations thereof by
appropriate regulatory authorities or any court that would make it a violation of law or
governmental regulations for such Pass Through Trustee to make the loans contemplated by
Section 2.01 or to acquire the Equipment Notes or to realize the benefits of the security
afforded by the Indenture.




     (c) Documentation. This Agreement and the following documents shall have been
duly authorized, executed and delivered by the respective party or parties thereto (other
than such Pass Through Trustee or the Loan Trustee), shall be in full force and effect and
executed counterparts (or copies thereof where indicated) thereof shall have been delivered
to each relevant Pass Through Trustee:




     (i) the Intercreditor Agreement;




     (ii) the Liquidity Facilities in effect as of the Closing Date;




     (iii) the Pass Through Trust Agreements in effect as of the Closing Date;




     (iv) the Indenture and the Indenture Supplement covering the Aircraft and
dated the Closing Date;




     (v) the Manufacturer’s Consent;




     (vi) a copy of the FAA Bill of Sale; and



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     (vii) a copy of the Warranty Bill of Sale.




     (d) Financing Statement. A Uniform Commercial Code financing statement or
statements covering the security interest created by the Indenture naming the Company, as
debtor, and the Loan Trustee, as secured party, shall have been duly filed in all places
necessary or desirable within the State of Delaware.




     (e) Certain Closing Certificates. Each such Pass Through Trustee shall have
received the following:




     (i) a certificate dated the Closing Date of the Secretary or an Assistant
Secretary of the Company, certifying as to (A) a copy of the resolutions of
the Board of Directors of the Company or the executive committee thereof duly
authorizing the transactions contemplated hereby and the execution, delivery and
performance by the Company of this Agreement and the Indenture and each other
document required to be executed and delivered by the Company in accordance with
the provisions hereof or thereof and (B) a copy of the certificate of
incorporation and by-laws of the Company, as in effect on the Closing Date;




     (ii) a certificate or other evidence from the Secretary of State of the State
of Delaware, dated as of a date reasonably near the Closing Date, as to the due
incorporation and good standing of the Company in such state;




     (iii) an incumbency certificate of the Company as to the person or persons
authorized to execute and deliver this Agreement, the Indenture and each other
document to be executed by the Company in connection with the transactions
contemplated hereby and thereby, and the specimen signatures of such person or
persons; and




     (iv) one or more certificates of the Loan Trustee and the Subordination Agent
certifying to the reasonable satisfaction of such Pass Through Trustee as to the
due authorization, execution, delivery and performance by the Loan Trustee and the
Subordination Agent of each of the Operative Documents to which the Loan Trustee or
the Subordination Agent is or will be a party and any other documents to be
executed by or on behalf of the Loan Trustee or Subordination Agent in connection
with the transactions contemplated hereby or thereby.




     (f) Representations; No Event of Default or Event of Loss. On the Closing
Date, the following statements shall be correct: (i) the representations



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and warranties herein of the Company are correct in all material respects as though
made on and as of such date, except to the extent that such representations and warranties
relate solely to an earlier date (in which case such representations and warranties are
correct on and as of such earlier date) and (ii) no event has occurred and is
continuing that constitutes an Event of Default or an Event of Loss with respect to the
Aircraft or would constitute an Event of Default or such an Event of Loss but for the
requirement that notice be given or time elapse or both.




     (g) Opinion of Counsel to the Company. Each such Pass Through Trustee and the
Loan Trustee shall have received an opinion addressed to it from Gary F. Kennedy, Esq.,
Senior Vice President, General Counsel and Chief Compliance Officer of the Company (or such
other internal counsel to the Company as shall be reasonably satisfactory to such Pass
Through Trustee), substantially in the form set forth in Exhibit A.




     (h) Opinion of Counsel to U.S. Bank, the Loan Trustee, the Pass Through Trustees
and the Subordination Agent. Each such Pass Through Trustee and the Loan Trustee shall
have received an opinion addressed to it from Shipman & Goodwin LLP, special counsel for
U.S. Bank, the Loan Trustee, the Pass Through Trustees of the Pass Through Trusts in
existence as of the Closing Date and the Subordination Agent, substantially in the form set
forth in Exhibit B.




     (i) Opinion of FAA Counsel. Each such Pass Through Trustee and the Loan
Trustee shall have received an opinion addressed to it from Daugherty, Fowler, Peregrin,
Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City,
Oklahoma, substantially in the form set forth in Exhibit C.




     (j) Certification from the Company. Each such Pass Through Trustee and the
Loan Trustee shall have received a certificate or certificates signed by the chief
financial or accounting officer, any Senior Vice President, the Treasurer, any Vice
President or any Assistant Treasurer (or any other Responsible Officer) of the Company,
dated the Closing Date, certifying as to the correctness of each of the matters stated in
Section 3.01(f).




     (k) Certification from U.S. Bank, Loan Trustee and Subordination Agent. Each
such Pass Through Trustee shall have received a certificate from U.S. Bank in its
individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the
Closing Date, signed by an authorized officer of U.S. Bank in its individual capacity and
as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity
that no Loan Trustee Liens or



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Other Party Liens attributable to it, as applicable, exist, and further certifying as
to the correctness of each of the matters stated in Section 5.01.




     (l) [Intentionally Omitted.]




     (m) Insurance Matters. The Loan Trustee shall have received an insurance
report of an independent insurance broker and the related certificates of insurance, each
in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance
with the terms of Section 7.06 of the Indenture relating to insurance with respect to the
Aircraft.




     (n) No Proceedings. No action or proceeding shall have been instituted nor
shall governmental action be threatened before any court or governmental agency, nor shall
any order, judgment or decree have been issued or proposed to be issued by any court or
governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent
the completion and consummation of this Agreement or the transactions contemplated hereby.




     (o) Funding of Pass Through Trusts. Each such Pass Through Trustee shall have
received in immediately available funds an amount at least equal to the aggregate purchase
price of the Equipment Notes to be purchased from the Company by such Pass Through Trustee.




     (p) Manufacturer’s Consent. The Loan Trustee shall have received an executed
copy of the Manufacturer’s Consent substantially in the form set forth in Exhibit D.




     (q) Governmental Approvals. All appropriate action required to have been
taken prior to the Closing Date by the FAA or any governmental or political agency,
subdivision or instrumentality of the United States in connection with the transactions
contemplated by this Agreement has been taken, and all orders, permits, waivers,
authorizations, exemptions and approvals of such entities required to be in effect on the
Closing Date in connection with the transactions contemplated by this Agreement have been
issued.




     (r) Title. The Company shall have good title to the Aircraft, free and clear
of all Liens except Permitted Liens.




     (s) Satisfaction of Requirements under the Note Purchase Agreement. The
conditions precedent set forth in Section 2 of the Note Purchase Agreement, and the
requirements set forth in Section 1 of the Note Purchase Agreement relating to the Aircraft
and the Equipment Notes, shall have been satisfied.




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     Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant
to the Transportation Code and the receipt of appropriate and correct recording information from
the FAA, the Company will cause Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional
Corporation, special FAA counsel in Oklahoma City, Oklahoma to deliver to the Subordination Agent,
to the Pass Through Trustees, to the Loan Trustee and to the Company an opinion as to the due
recording of such instrument and the lack of filing of any intervening documents with respect to
the Aircraft.



     Section 3.02. Conditions Precedent to Obligations of the Company. The obligation of
the Company to issue and sell the Equipment Notes is subject to the fulfillment (or waiver by the
Company) prior to or on the Closing Date of the following conditions precedent:




     (a) No Changes in Law. No change shall have occurred after the date of this
Agreement in applicable law or regulations thereunder or interpretations thereof by
appropriate regulatory authorities or any court that would make it a violation of law or
governmental regulations for the Company to enter into any transaction contemplated by the
Operative Documents, the Note Purchase Agreement or the other Pass Through Documents.




     (b) Documentation. The documents referred to in Section 3.01(c) shall have
been duly authorized, executed and delivered by the respective party or parties thereto
(other than the Company), shall be in full force and effect and executed counterparts (or
copies thereof where indicated) thereof shall have been delivered to the Company, and the
Company shall have received such documents and evidence with respect to U.S. Bank, the
Liquidity Provider of each Liquidity Facility in effect as of the Closing Date, the Loan
Trustee, the Subordination Agent and the Pass Through Trustee of each Pass Through Trust in
existence as of the Closing Date as the Company may reasonably request in order to
establish the consummation of the transactions contemplated by this Agreement, the taking
of all corporate and other proceedings in connection therewith and compliance with the
conditions herein set forth.




     (c) FAA Filing. The Indenture (with the Indenture Supplement covering the
Aircraft attached) shall have been duly filed for recordation (or shall be in the process
of being so duly filed for recordation) with the FAA pursuant to the Transportation Code.
The registration of the International Interests (or Prospective International Interests)
created under the Indenture (as supplemented by the Indenture Supplement with respect to
the Aircraft) shall have been effected on the International Registry in accordance with the
Cape Town Treaty.




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     (d) Representations and Warranties. On the Closing Date, the representations
and warranties herein of U.S. Bank, the Loan Trustee, the Subordination Agent and the Pass
Through Trustees of the Pass Through Trusts in existence as of the Closing Date shall be
correct as though made on and as of such date, except to the extent that such
representations and warranties relate solely to an earlier date (in which case such
representations and warranties shall have been correct on and as of such earlier date),
and, insofar as such representations and warranties concern U.S. Bank, the Loan Trustee,
the Subordination Agent or any such Pass Through Trustee, such party shall have so
certified to the Company.




     (e) Certain Opinions and Certificates. The Company shall have received each
opinion referred to in Sections 3.01(h) and 3.01(i), each such opinion addressed to the
Company or accompanied by a letter from the counsel rendering such opinion authorizing the
Company to rely on such opinion as if it were addressed to the Company, and the
certificates referred to in Sections 3.01(e)(iv) and 3.01(k).




     (f) Certain Opinion of Tax Counsel. The Company shall have received an
opinion addressed to it from Richards, Layton & Finger, P.A., special Delaware counsel for
the Pass Through Trustees of the Pass Through Trusts in existence as of the Closing Date,
substantially in the form set forth in Exhibit E.




     (g) No Proceedings. No action or proceeding shall have been instituted nor
shall governmental action be threatened before any court or governmental agency, nor shall
any order, judgment or decree have been issued or proposed to be issued by any court or
governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent
the completion and consummation of this Agreement or the transactions contemplated hereby.




     (h) No Other Party Liens, etc. The Company shall have received a certificate
from U.S. Bank dated the Closing Date, signed by an authorized officer of U.S. Bank,
certifying for the Pass Through Trustee of each Pass Through Trust in existence as of the
Closing Date that no Other Party Liens attributable to it exist and further certifying as
to the correctness of each of the matters stated in Section 5.01.




     (i) Payment for Equipment Notes. The Company shall have been paid by the Pass
Through Trustee of each Pass Through Trust in existence as of the Closing Date the
aggregate original principal amount of the Equipment Notes being issued to such Pass
Through Trustee as set forth on Schedule II opposite the name of such Pass Through Trust.



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ARTICLE IV




REPRESENTATIONS, WARRANTIES AND INDEMNITIES

OF THE COMPANY



     Section 4.01. Representations and Warranties of the Company. The Company represents
and warrants that:




     (a) Organization; Authority; Qualification. The Company is a corporation duly
incorporated and validly existing in good standing under the laws of the State of Delaware,
is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power
and authority to own or hold under lease its properties and to enter into and perform its
obligations under the Operative Documents to which it is a party and is duly qualified to
do business as a foreign corporation in good standing in each other jurisdiction in which
the failure to so qualify would have a material adverse effect on the consolidated
financial condition of the Company and its subsidiaries, considered as a whole, and its
jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial
Code as in effect in the State of Delaware) is Delaware.




     (b) Corporate Action and Authorization; No Violations. The execution,
delivery and performance by the Company of this Agreement and the other Operative Documents
to which the Company is a party have been duly authorized by all necessary corporate action
on the part of the Company, do not require any stockholder approval or approval or consent
of any trustee or holder of any indebtedness or obligations of the Company, except such as
have been duly obtained and are in full force and effect, and do not contravene any law,
governmental rule, regulation, judgment or order binding on the Company or the certificate
of incorporation or by-laws of the Company or contravene or result in a breach of, or
constitute a default under, or result in the creation of any Lien (other than as permitted
under the Indenture) upon the property of the Company under, any material indenture,
mortgage, contract or other agreement to which the Company is a party or by which it or any
of its properties may be bound or affected.




     (c) Governmental Approvals. Neither the execution and delivery by the Company
of this Agreement and the other Operative Documents to which it is a party, nor the
consummation by the Company of any of the transactions contemplated hereby or thereby,
requires the authorization, consent or approval of, the giving of notice to, the filing or
registration with or the taking of any other action in respect of, the Department of
Transportation, the FAA or any other federal or state governmental authority or agency, or
the International Registry, except for (i) the registration of the issuance and
sale of the Pass Through



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Certificates under the Securities Act and under the securities laws of any state or
other jurisdiction in which the Pass Through Certificates may be offered for sale if the
laws of such state or other jurisdiction require such action, (ii) the
qualification of the Pass Through Trust Agreements under the Trust Indenture Act,
(iii) the orders, permits, waivers, exemptions, authorizations and approvals of the
regulatory authorities having jurisdiction over the Company’s ownership or use of the
Aircraft required to be obtained on or prior to the Closing Date, which orders, permits,
waivers, exemptions, authorizations and approvals have been duly obtained and are, or on
the Closing Date will be, in full force and effect, (iv) the filings and
registrations referred to in Section 4.01(e), (v) authorizations, consents,
approvals, notices and filings required to be obtained, taken, given or made under
securities or Blue Sky or similar laws of the various states and foreign jurisdictions, and
(vi) consents, approvals, notices, registrations and other actions required to be
obtained, given, made or taken only after the date hereof.




     (d) Valid and Binding Agreements. This Agreement and each other Operative
Document to which the Company is a party have been duly executed and delivered by the
Company and constitute the legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their terms, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
rights of creditors generally and by general principles of equity and except, in the case
of the Indenture, as limited by applicable laws that may affect the remedies provided in
the Indenture, which laws, however, do not make the remedies provided in the Indenture
inadequate for the practical realization of the rights and benefits intended to be provided
thereby.




     (e) Filings and Recordation. Except for (i) the filing for
recordation pursuant to the Transportation Code of the Indenture (with the Indenture
Supplement covering the Aircraft attached), (ii) with respect to the security
interests created by such documents, the filing of financing statements (and continuation
statements at periodic intervals) under the Uniform Commercial Code of Delaware, and
(iii) the registration on the International Registry of the International Interests
(or Prospective International Interests) created under the Indenture (as supplemented by
the Indenture Supplement covering the Aircraft), no further filing or recording of any
document is necessary or advisable under the laws of the United States or any state thereof
as of the Closing Date in order to establish and perfect the security interest in the
Aircraft created under the Indenture in favor of the Loan Trustee as against the Company
and any third parties in any applicable jurisdiction in the United States.



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     (f) Investment Company Act. The Company is not required to be registered as
an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.




     (g) Title. As of the Closing Date, (i) the Company has good title to
the Aircraft, free and clear of Liens other than Permitted Liens, (ii) the Aircraft
has been duly certified by the FAA as to type and airworthiness in accordance with the
terms of the Indenture, (iii) the Indenture (with the Indenture Supplement covering
the Aircraft attached) has been duly filed for recordation (or shall be in the process of
being so duly filed for recordation) with the FAA pursuant to the Transportation Code,
(iv) the Aircraft is duly registered with the FAA in the name of the Company and
(v) the registration of the International Interests (or Prospective International
Interests) created under the Indenture (as supplemented by the Indenture Supplement with
respect to the Aircraft) has been effected on the International Registry in accordance with
the Cape Town Treaty.




     (h) Section 1110. The Loan Trustee is entitled to the benefits of Section
1110 with respect to the Aircraft being subjected to the Lien of the Indenture on the
Closing Date.




     (i) Security Interest. The Indenture creates in favor of the Loan Trustee, for
the benefit of the Noteholders, the Indenture Indemnitees and the Related Indenture
Indemnitees, a valid and perfected Lien on the Aircraft purported to be subjected to the
Lien of the Indenture on the Closing Date, subject to no equal or prior Lien, except
Permitted Liens. There are no Liens of record with the FAA on the Aircraft being subjected
to the Lien of the Indenture on the Closing Date other than the Lien of the Indenture.
Other than (x) the International Interests (or Prospective International Interests)
created under the Indenture (as supplemented by the Indenture Supplement covering the
Aircraft) and (y) any International Interests (or Prospective International
Interests) that appear on the International Registry as having been discharged, no
International Interests with respect to the Aircraft have been registered on the
International Registry as of the Closing Date.



     Section 4.02. General Indemnity. (a) Claims Defined. For the purposes of
this Section 4.02, “Claims” shall mean any and all liabilities, obligations, losses,
damages, penalties, claims, actions, suits, costs or expenses of whatsoever kind and nature
(whether or not on the basis of negligence, strict or absolute liability or liability in tort) that
may be imposed on, incurred by, suffered by or asserted against an Indemnitee, as defined herein,
and, except as otherwise expressly provided in this Section 4.02, shall include all reasonable
out-of-pocket costs, disbursements and expenses (including reasonable out-of-pocket legal fees and
expenses) of an Indemnitee in connection therewith or related thereto.



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     (b) Indemnitee Defined. For the purposes of this Section 4.02, “Indemnitee”
means (i) U.S. Bank and the Loan Trustee, (ii) each separate or additional trustee
appointed pursuant to Section 8.02 of the Indenture, (iii) so long as it holds any
Equipment Notes as agent and trustee of any Pass Through Trustee, the Subordination Agent,
(iv) so long as it is the holder of any Equipment Notes, each Pass Through Trustee,
(v) each Liquidity Provider, (vi) any Related Noteholder, (vii) the Escrow
Agent, (viii) the Paying Agent and (ix) each of their respective successors and
permitted assigns in such capacities, agents, servants, officers, employees and directors (the
respective agents, servants, officers, employees and directors of each of the foregoing
Indemnitees, as applicable, together with such Indemnitee, being referred to herein collectively as
the “Related Indemnitee Group” of such Indemnitee); provided that such Persons
shall, to the extent they are not signatories to this Agreement, have expressly agreed in writing
to be bound by the terms of this Section 4.02 prior to, or concurrently with, the making of a Claim
hereunder. If an Indemnitee fails to comply with any duty or obligation under this Section 4.02
with respect to any Claim, such Indemnitee shall not, to the extent such failure was prejudicial to
the Company, be entitled to any indemnity with respect to such Claim under this Section 4.02. No
holder of a Pass Through Certificate in its capacity as such holder shall be an Indemnitee for
purposes hereof.




     (c) Claims Indemnified. Subject to the exclusions stated in Subsection 4.02(d), the
Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each
Indemnitee against Claims resulting from or arising out of the sale, purchase, acceptance,
non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership,
possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation,
registration, re-registration, condition, sale, lease, sublease, storage, modification, alteration,
return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part
(including, without limitation, latent or other defects, whether or not discoverable, and any claim
for patent, trademark or copyright infringement) by the Company, any Permitted Lessee or any other
Person. Without limiting the foregoing and subject to, and without duplication of, the provisions
of Section 6.01(a), the Company agrees to pay the reasonable ongoing fees, and the reasonable
out-of-pocket costs and expenses of the Loan Trustee and, so long as it is the holder of any
Equipment Notes, each Pass Through Trustee (including, without limitation, reasonable attorney’s
fees and disbursements and, to the extent payable as provided in the Indenture, reasonable
compensation and expenses of such Person’s agents) in connection with the transactions contemplated
hereby.




     (d) Claims Excluded. The following are excluded from the Company’s agreement to
indemnify an Indemnitee under this Section 4.02:




     (i) any Claim to the extent such Claim is attributable to acts or events occurring
after (A) the Lien of the Indenture has been discharged or (B) the transfer
of possession of the Aircraft pursuant to Article IV of the Indenture



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except to the extent that such Claim is attributable to acts occurring in connection
with the exercise of remedies pursuant to Section 4.02 of the Indenture following the
occurrence and continuance of an Event of Default; provided that nothing in this
clause (i) shall be deemed to release the Company from any of its obligations under the
Operative Documents that expressly provide for performance after the termination of the
Indenture;




     (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of
any Tax benefit), except with respect to paying any indemnity on an After-Tax Basis;




     (iii) any Claim to the extent such Claim is attributable to the negligence or willful
misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group;




     (iv) any Claim to the extent such Claim is attributable to the noncompliance by such
Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any
misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this
Agreement, any other Operative Document or any Pass Through Document to which such
Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating
hereto or thereto;




     (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to
such Indemnitee;




     (vi) any Claim to the extent such Claim is attributable to the offer, sale,
assignment, transfer, participation or other disposition of any Equipment Note or Pass
Through Certificate, all or any part of such Indemnitee’s interest in the Operative
Documents or the Pass Through Documents or any interest in the Collateral or any similar
security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its
Related Indemnitee Group other than during the occurrence and continuance of an Event of
Default (provided that any such offer, sale, assignment, transfer, participation or
other disposition during the occurrence and continuation of an Event of Default shall not
be subject to indemnification unless it is made in accordance with the Indenture and
applicable law);




     (vii) any Claim to the extent such Claim is attributable to (A) a failure on
the part of the Loan Trustee to distribute in accordance with this Agreement or any other
Operative Document any amounts received and distributable by it hereunder or thereunder,
(B) a failure on the part of the Subordination Agent to distribute in accordance
with the Intercreditor Agreement any amounts received and distributable by it thereunder,
(C) a failure on the part of any Pass Through




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Trustee to distribute in accordance with the Pass Through Trust Agreement to which it
is a party any amounts received and distributable by it thereunder, (D) a failure
on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any
amounts received and distributable by it thereunder, (E) a failure on the part of
the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received
and distributable by it thereunder or (F) a failure on the part of the Depositary
to pay funds payable by it in accordance with any Deposit Agreement;




     (viii) any Claim to the extent such Claim is attributable to the authorization or
giving or withholding of any future amendments, supplements, waivers or consents with
respect to any Operative Document or any Pass Through Document, other than such as have
been requested by the Company or that occur as the result of an Event of Default, or such
as are expressly required or contemplated by the provisions of the Operative Documents or
the Pass Through Documents;




     (ix) any Claim to the extent such Claim is (A) paid by the Company pursuant to
any indemnification, compensation or reimbursement provision of any other Operative
Document or any Pass Through Document (without duplication of any payment obligation of the
Company) or (B) payable or borne by a Person other than the Company pursuant to any
provision of any Operative Document or any Pass Through Document;




     (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead
expense;




     (xi) any Claim to the extent such Claim is incurred on account of or asserted as a
result of any “prohibited transaction” within the meaning of Section 406 of ERISA or
Section 4975 of the Code;




     (xii) any Claim to the extent such Claim is attributable to one or more of the other
aircraft financed through the offering of Pass Through Certificates (in the event of doubt,
any Claim shall be allocated between the Aircraft and such other aircraft in the same
proportion that the then outstanding Equipment Notes bear to the then outstanding equipment
notes issued with respect to the other aircraft and held by the Pass Through Trustees); and




     (xiii) any Claim to the extent such Claim is attributable to the offer or sale by an
Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in
the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest,
in violation of the Securities Act or other




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applicable federal, state or foreign securities laws (other than any thereof caused by
acts or omissions of the Company of any of its affiliates).




     (e) Insured Claims. In the case of any Claim indemnified by the Company hereunder
that is covered by a policy of insurance maintained by the Company, each Indemnitee agrees to
cooperate, at the Company’s expense, with the insurers in the exercise of their rights to
investigate, defend or compromise such Claim.




     (f) Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as
to which indemnification is sought; provided that the failure to provide such prompt notice
shall not release the Company from any of its obligations to indemnify hereunder, except to the
extent that the Company is prejudiced by such failure or the Company’s indemnification obligations
are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company
all additional information in such Indemnitee’s possession to substantiate such request for payment
to the Company as the Company shall reasonably request. Subject to the rights of insurers under
policies of insurance maintained by the Company, the Company shall have the right, at its sole cost
and expense, to investigate, and the right in its sole discretion to defend or compromise, any
Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense,
the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith.
Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim
without the prior written consent of the Company, which consent shall not be unreasonably withheld
or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim
under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained
by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal
fees or expenses of such Indemnitee in connection with the defense of such Claim shall be
indemnified hereunder unless such fees or expenses were incurred at the written request of the
Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee
may participate at its own expense in any judicial proceeding controlled by the Company pursuant to
the preceding provisions; provided that such party’s participation does not, in the opinion
of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with
such control; and such participation shall not constitute a waiver of the indemnification provided
in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall
not under any circumstances be liable for the fees and expenses of more than one counsel for all
Indemnitees.




     (g) Subrogation. To the extent that a Claim indemnified by the Company under this
Section 4.02 is in fact paid in full by the Company or an insurer under a policy of insurance
maintained by the Company, the Company or such insurer, as the case may be, shall, without any
further action, be subrogated to the rights and remedies of the Indemnitee on whose behalf such
Claim was paid with respect to the transaction or event



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giving rise to such Claim. Such Indemnitee shall give such further assurances or agreements
and shall cooperate with the Company or such insurer, as the case may be, to permit the Company or
such insurer to pursue such rights and remedies, if any, to the extent reasonably requested by the
Company. So long as no Event of Default shall have occurred and be continuing, if an Indemnitee
receives any payment from any party other than the Company or its insurers, in whole or in part,
with respect to any Claim paid by the Company or its insurers hereunder, it shall promptly pay over
to the Company the amount received (but not an amount in excess of the amount the Company or any of
its insurers has paid in respect of such Claim). Any amount referred to in the preceding sentence
that is payable to the Company shall not be paid to the Company, or, if it has been previously paid
directly to the Company, shall not be retained by the Company, if at the time of such payment an
Event of Default shall have occurred and be continuing, but shall be paid to and held by the Loan
Trustee as security for the obligations of the Company under this Agreement, the Indenture and the
other Operative Documents, and, if the Company agrees, shall be applied against the Company’s
obligations hereunder and thereunder when and as they become due and payable and, at such time as
there shall not be continuing any such Event of Default, such amount, to the extent not previously
so applied against the Company’s obligations, shall be paid to the Company.





     (h) No Guaranty. Nothing set forth in this Section 4.02 shall constitute a guarantee
by the Company that the Aircraft shall at any time have any particular value, useful life or
residual value.



     (i) Payments; Interest. Any amount payable to any Indemnitee pursuant to this Section
4.02 shall be paid within 30 days after receipt by the Company of a written demand therefor from
such Indemnitee accompanied by a written statement describing in reasonable detail the Claims that
are the subject of and basis for such indemnity and the computation of the amount payable. Any
payments made pursuant to this Section 4.02 directly to an Indemnitee or to the Company, as the
case may be, shall be made in immediately available funds at such bank or to such account as is
specified by the payee in written directions to the payor or, if no such directions shall have been
given, by check of the payor payable to the order of the payee and mailed to the payee by certified
mail, return receipt requested, postage prepaid to its address referred to in Section 7.01. To the
extent permitted by applicable law, interest at the Past Due Rate shall be paid, on demand, on any
amount or indemnity not paid when due pursuant to this Section 4.02 until the same shall be paid.
Such interest shall be paid in the same manner as the unpaid amount in respect of which such
interest is due.



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ARTICLE V




REPRESENTATIONS, WARRANTIES AND COVENANTS

OF U.S. BANK



     Section 5.01. Representations, Warranties and Covenants of U.S. Bank. U.S. Bank,
generally, and each of the Loan Trustee, the Subordination Agent and the Pass Through Trustee of
the Pass Through Trusts in existence as of the Closing Date as it relates to it, represents,
warrants and covenants that:




     (a) Organization; Authority. U.S. Bank is a national banking association duly
organized and validly existing in good standing under the laws of the United States, is
eligible to be the Loan Trustee under Section 8.01(a) of the Indenture, will promptly
comply with Section 8.01(a) of the Indenture and has full power, authority and legal right
to enter into and perform its obligations under each of the Operative Documents and the
Pass Through Documents to which U.S. Bank, the Loan Trustee, the Subordination Agent or
such Pass Through Trustee is a party and, in its capacity as Loan Trustee and Pass Through
Trustee, respectively, to authenticate the Equipment Notes and the Pass Through
Certificates, respectively. U.S. Bank is qualified to act as Loan Trustee under Section
8.01(c) of the Indenture. U.S. Bank is a Citizen of the United States (without the use of
a voting trust agreement), and will resign as the Loan Trustee under the Indenture promptly
after it obtains actual knowledge that it has ceased to be such a Citizen of the United
States.




     (b) Due Authorization; No Violations. The execution, delivery and performance
by U.S. Bank, individually or in its capacity as Loan Trustee, Subordination Agent or such
Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative
Documents and each of the Pass Through Documents to which U.S. Bank, the Loan Trustee, the
Subordination Agent or such Pass Through Trustee is a party, the performance by U.S. Bank,
individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through
Trustee, as the case may be, of its obligations thereunder and the consummation on the
Closing Date or the Issuance Date, as the case may be, of the transactions contemplated
thereby, and the authentication of the Equipment Notes and the Pass Through Certificates,
respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be:
(i) have been duly authorized by all necessary action on the part of U.S. Bank, the
Loan Trustee, the Subordination Agent and such Pass Through Trustee, as the case may be,
(ii) and do not violate any law or regulation of the United States or of the state
of the United States in which U.S. Bank is located and which governs the banking and trust
powers of U.S. Bank or any order, writ, judgment or decree of any court, arbitrator or
governmental authority applicable to U.S. Bank, the Loan Trustee, the Subordination Agent
or



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such Pass Through Trustee or any of their assets, (iii) will not violate any
provision of the articles of association or by-laws of U.S. Bank and (iv) will not
violate any provision of, or constitute a default under, any mortgage, indenture, contract,
agreement or undertaking to which any of U.S. Bank, the Loan Trustee, the Subordination
Agent or such Pass Through Trustee is a party or by which any of them or their respective
properties may be bound or affected.




     (c) Approvals. Neither the execution and delivery by U.S. Bank, individually
or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as
the case may be, of this Agreement, any other Operative Document or any Pass Through
Document to which U.S. Bank, the Loan Trustee, the Subordination Agent or such Pass Through
Trustee is a party, nor the consummation by U.S. Bank, the Loan Trustee, the Subordination
Agent or such Pass Through Trustee of any of the transactions contemplated hereby or
thereby, requires the authorization, consent or approval of, the giving of notice to, the
filing or registration with, or the taking of any other action in respect of, (i)
any governmental authority or agency of the United States or the state of the United States
where U.S. Bank is located and regulating the banking and trust powers of U.S. Bank, or
(ii) any trustee or other holder of any debt of U.S. Bank.




     (d) Valid and Binding Agreements. This Agreement, each other Operative
Document and each Pass Through Document to which U.S. Bank, the Loan Trustee, the
Subordination Agent or such Pass Through Trustee is a party have been duly executed and
delivered by U.S. Bank, individually and in its capacity as Loan Trustee, Subordination
Agent or such Pass Through Trustee, as the case may be, and constitute the legal, valid and
binding obligations of U.S. Bank, the Loan Trustee, the Subordination Agent and such Pass
Through Trustee, to the extent it is a party thereto, enforceable against it in accordance
with its terms, except as the same may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the rights of creditors
generally and by general principles of equity.




     (e) No Loan Trustee Liens or Other Party Liens. It unconditionally agrees
with and for the benefit of the parties to this Agreement that it will not directly or
indirectly create, incur, assume or suffer to exist any Loan Trustee Lien or Other Party
Lien attributable to it, and it agrees that it will, at its own cost and expense, promptly
take such action as may be necessary to discharge and satisfy in full any such Lien.




     (f) Intercreditor Agreement. The Equipment Notes to be issued to the
Subordination Agent pursuant hereto are being acquired by it to be held under the
Intercreditor Agreement.



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     (g) Funds Transfer Fees. Each of U.S. Bank, the Loan Trustee, the
Subordination Agent and such Pass Through Trustee agrees that it will not impose any
lifting charge, cable charge, remittance charge or any other charge or fee on any transfer
by the Company of funds to, through or by U.S. Bank, the Loan Trustee, the Subordination
Agent or such Pass Through Trustee pursuant to this Agreement, any other Operative Document
or any Pass Through Document, except as may be otherwise agreed to in writing by the
Company.




     (h) Confidentiality. Each of U.S. Bank, the Loan Trustee, the Subordination
Agent and such Pass Through Trustee agrees to be bound by the terms of Section 10.16 of the
Indenture.




     (i) Certain Tax Matters. There are no Taxes payable by (i) U.S. Bank,
the Loan Trustee or the Subordination Agent imposed by the Commonwealth of Massachusetts or
any political subdivision or taxing authority thereof, or (ii) U.S. Bank or such
Pass Through Trustee imposed by the State of Delaware or any political subdivision or
taxing authority thereof, in connection with the execution, delivery or performance by U.S.
Bank, the Loan Trustee, the Subordination Agent, on the one hand, or U.S. Bank or such Pass
Through Trustee, on the other, of any Operative Document or any Pass Through Document
(other than franchise or other taxes based on or measured by any fees or compensation
received by any such Person for services rendered in connection with the transactions
contemplated by the Operative Documents or the Pass Through Documents), and there are no
Taxes payable by such Pass Through Trustee imposed by the State of Delaware or any
political subdivision thereof in connection with the acquisition, possession or ownership
by such Pass Through Trustee of any of the Equipment Notes (other than franchise or other
taxes based on or measured by any fees or compensation received by such Pass Through
Trustee for services rendered in connection with the transactions contemplated by the
Operative Documents or the Pass Through Documents) and, assuming that the Pass Through
Trusts in existence as of the Closing Date will not be taxable for Federal income tax
purposes as corporations, but, rather, will be characterized for such purposes as grantor
trusts or partnerships, such Pass Through Trusts will not be subject to any Taxes imposed
by the State of Delaware or any political subdivision thereof.




     (j) Limitation on Situs of Activities. 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 and Loan Trustee solely through its offices within the Commonwealth of
Massachusetts, except for such services as may be




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performed for it by independent agents in the ordinary course of business, but not
directly by it, in other states.




     (k) No Proceedings. There are no pending or, to its knowledge, threatened
actions or proceedings against the U.S. Bank, the Loan Trustee, the Subordination Agent or
such Pass Through Trustee before any court or administrative agency which individually or
in the aggregate, if determined adversely to it, would materially adversely affect the
ability of U.S. Bank, the Loan Trustee, the Subordination Agent or such Pass Through
Trustee to perform its obligations under any Operative Document or any Pass Through
Document.




     (l) Other Representations. The representations and warranties contained in
Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of each Trust
Supplement are true, complete and correct as of the Closing Date.



ARTICLE VI




OTHER COVENANTS AND AGREEMENTS



     Section 6.01. Other Agreements. (a) Fees and Expenses. The Company agrees
promptly to pay (without duplication of any other obligation the Company may have to pay such
amounts) (1) the initial and annual fees and (to the extent the Loan Trustee is entitled to
be reimbursed for its reasonable expenses) the reasonable expenses of the Loan Trustee in
connection with the transactions contemplated hereby and (2) the following expenses
incurred by the Loan Trustee, the Subordination Agent and the Pass Through Trustees in connection
with the negotiation, preparation, execution and delivery of this Agreement, the other Operative
Documents and the other documents or instruments referred to herein or therein:




     (i) the reasonable fees, expenses and disbursements of (A) Shipman & Goodwin
LLP, special counsel for the Loan Trustee, the Subordination Agent and the Pass Through
Trustees of the Pass Through Trusts in existence as of the Closing Date, (B)
Richards, Layton & Finger, P.A., special Delaware counsel for the Pass Through Trustees of
the Pass Through Trusts in existence as of the Closing Date and (C) Daugherty,
Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in
Oklahoma City, Oklahoma, in each case to the extent actually incurred; and




     (ii) all reasonable expenses actually incurred in connection with printing and
document production or reproduction expenses, and in connection with the filing of Uniform
Commercial Code financing statements.



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     (b) Continuing Registration and Re-Registration. The Loan Trustee, the Noteholders,
the Subordination Agent and each Pass Through Trustee agree to execute and deliver, at the
Company’s expense, all such documents and consents as the Company may reasonably request for the
purpose of continuing the registration of the Aircraft at the FAA in the Company’s name or for the
purpose of registering or maintaining any registration on the International Registry in respect of
the Aircraft. In addition, each of the Loan Trustee, the Subordination Agent, each Pass Through
Trustee and any other Noteholder agrees, for the benefit of the Company, to cooperate with the
Company in effecting any foreign registration of the Aircraft pursuant to Section 7.02(e) of the
Indenture; provided that prior to any such change in the country of registry of the
Aircraft the conditions set forth in Section 7.02(e) of the Indenture are met to the reasonable
satisfaction of, or waived by, the Loan Trustee.




     (c) Quiet Enjoyment. Each of U.S. Bank, the Loan Trustee, the Subordination Agent,
each Pass Through Trustee and any other Noteholder [and the Class A Liquidity Provider (by having
entered into the Class A Liquidity Facility) agrees, and, if a Class B Liquidity Facility shall
have been provided, the Class B Liquidity Provider (by entering into such Class B Liquidity
Facility) shall be deemed to have agreed]3 [the Class A Liquidity Provider (by having
entered into the Class A Liquidity Facility) and the Class B Liquidity Provider (by having entered
into the Class B Liquidity Facility) agrees]4, that, unless an Event of Default shall
have occurred and be continuing, it shall not (and shall not permit any Affiliate or other Person
claiming by, through or under it to) take any action contrary to, or otherwise in any way interfere
with or disturb (and then only in accordance with the Indenture), the quiet enjoyment of the use
and possession of the Aircraft, the Airframe, any Engine or any Part by the Company or any
transferee of any interest in any thereof permitted under the Indenture.




     (d) No Noteholder Liens. Each Noteholder, including, without limitation, the
Subordination Agent and each Pass Through Trustee, unconditionally agrees with and for the benefit
of the parties to this Agreement that it will not directly or indirectly create, incur, assume or
suffer to exist any Noteholder Liens, and such Noteholder agrees that it will, at its own cost and
expense, promptly take such action as may be necessary to discharge and satisfy in full any such
Noteholder Lien; and each Noteholder hereby agrees to indemnify, protect, defend and hold harmless
each Indemnitee and the Company against Claims in any way resulting from or arising out of a breach
by it of its obligations under this Section 6.01(d).





 




			
	3	 	To insert if the Class B Liquidity Facility
has not been provided as of the Closing Date.
	 
	4	 	To insert if the Class B Liquidity Facility
has been provided as of the Closing Date.




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[Reg. No.]





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     (e) Agreement to be Bound; Transfer. By its acceptance of its Equipment Notes, each
Noteholder unconditionally agrees for the benefit of the Company and the Loan Trustee: (i)
to be bound by and to perform and comply with all of the terms of such Equipment Notes, the
Indenture and this Agreement applicable to such Noteholder; and (ii) that it will not
transfer any Equipment Note (or any part thereof) to any entity unless such transfer complies with
and does not violate the Transportation Code, the Securities Act (or require registration under
such Act) or any other law (including, without limitation, ERISA), and does not create a
relationship that would be in violation thereof, or result in a “prohibited transaction” under
Section 4975 of the Code or require qualification of an indenture under the Trust Indenture Act.




     (f) Tax Returns. Each Pass Through Trustee shall file any tax returns required to be
filed by the related Pass Through Trust and the Company shall pay the Applicable Portion of any
expenses relating thereto. The Company shall be responsible for the Applicable Portion of any
interest or penalties related to any Pass Through Trustee’s failure to file any such tax returns
required to be filed by the relevant Pass Through Trust, except to the extent that such failure is
attributable to the gross negligence or willful misconduct of such Pass Through Trustee. For
purposes of this Section 6.01(f), the “Applicable Portion” of any amount shall equal such
amount multiplied by a fraction, the numerator of which shall be the sum of the then outstanding
aggregate principal amount of the Equipment Notes held by the relevant Pass Through Trustee, and
the denominator of which shall be the sum of the outstanding aggregate principal amount of all
“Equipment Notes” issued under each of the “Indentures” (in each case as defined in the
Intercreditor Agreement) held by such Pass Through Trustee.



     Section 6.02. Certain Covenants of the Company. The Company covenants and agrees with
the Loan Trustee as follows:




     (a) Further Assurances. On and after the Closing, the Company will cause to
be done, executed, acknowledged and delivered such further acts, conveyances and assurances
as the Loan Trustee shall reasonably request for accomplishing the purposes of this
Agreement and the other Operative Documents; provided that any instrument or other
document so executed by the Company will not expand any obligations or limit any rights of
the Company in respect of the transactions contemplated by the Operative Documents.




     (b) Filing and Recordation of the Indenture; Registration of International
Interests. The Company, at its own expense, will cause the Indenture (with the
Indenture Supplement covering the Aircraft attached) to be promptly filed and recorded, or
filed for recording, with the FAA to the extent permitted under the Transportation Code and
the rules and regulations of the FAA thereunder. In addition, on or prior to the Closing
Date, the Company will cause the registration of the International Interests (or
Prospective International




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Interests) created under the Indenture (as supplemented by the Indenture Supplement
with respect to the Aircraft) to be effected on the International Registry in accordance
with the Cape Town Treaty, and shall, as and to the extent applicable, consent to such
registration upon the issuance of a request for such consent by the International Registry.




     (c) Maintenance of Filings. The Company, at its expense, will take, or cause
to be taken, such action with respect to the due and timely recording, filing, re-recording
and refiling of the Indenture and any financing statements and any continuation statements
or other instruments as are necessary to maintain, so long as the Indenture is in effect,
the perfection of the security interests created by the Indenture or will furnish the Loan
Trustee timely notice of the necessity of such action, together with such instruments, in
execution form, and such other information as may be required to enable the Loan Trustee to
take such action. In addition, the Company will pay any and all recording, stamp and other
similar taxes payable in the United States, and in any other jurisdiction where the
Aircraft is registered, in connection with the execution, delivery, recording, filing,
re-recording and refiling of the Indenture or any such financing statements or other
instruments. The Company will notify the Loan Trustee of any change in its jurisdiction of
organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect
in the State of Delaware) promptly after making such change or in any event within the
period of time necessary under applicable law to prevent the lapse of perfection (absent
refiling) of financing statements filed under the Operative Documents.




     (d) Maintenance of Corporate Existence. The Company shall at all times
maintain its corporate existence except as permitted by Section 6.02(e).




     (e) Merger; Consolidation; Transfer of Substantially All Assets. 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:




     (i) 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, if and to the extent
required under Section 1110 in order that the Loan Trustee shall continue to be
entitled to any benefits of Section 1110 with respect to the Aircraft, be a Citizen
of the United States and a Certificated Air Carrier and shall execute and deliver
to the Loan Trustee an agreement containing the express assumption by such
successor Person of the due and punctual performance and observance of each
covenant and condition of the Operative Documents to which the Company is a party
to be performed or observed by the Company;



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[Reg. No.]





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     (ii) immediately after giving effect to such transaction, no Event of Default
shall have occurred and be continuing; and




     (iii) the Company shall have delivered to the Loan Trustee and each Liquidity
Provider a certificate signed by a Responsible Officer of the Company, and an
opinion of counsel (which may be the Company’s General Counsel or such other
internal counsel to the Company as shall be reasonably satisfactory to the Loan
Trustee and such Liquidity Provider), each stating that such consolidation, merger,
conveyance, transfer or lease and the assumption agreement mentioned in clause (i)
above comply with this Section 6.02(e) and that all conditions precedent herein
provided relating to such transaction have been complied with (except that such
opinion need not cover the matters referred to in clause (ii) above and may rely,
as to factual matters, on a certificate of an officer of the Company) and, in the
case of such opinion, that such assumption agreement has been duly authorized,
executed and delivered by such successor Person and is enforceable against such
successor Person in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the rights of creditors generally and by general principles of equity.



     Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of
the assets of the Company as an entirety in accordance with this Section 6.02(e), 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 Agreement and the other Operative Documents with
the same effect as if such successor Person had been named as the Company herein. If the Aircraft
is at the time registered with the FAA, at the time of, or promptly following, any such
consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to
the Transportation Code and registration under the Cape Town Treaty as shall be necessary to
evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA,
at the time of, or promptly following, any such consolidation or merger, such Person will make such
filings and recordings with the applicable aviation authority as shall be necessary to evidence
such consolidation or merger, and if the Person formed by such consolidation or into which the
Company is merged is located in a “Contracting State” (as such term is used in the Cape Town
Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will
also make such registration under the Cape Town Treaty as shall be necessary to evidence such
consolidation or merger.




     (f) 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




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[Reg. No.]



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of the benefits of Section 1110 with respect to the Aircraft, remain a Certificated
Air Carrier.




     (g) Additional Information. 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 will, at the
Subordination Agent’s request from time to time but in any event no more frequently than
once every three months, provide to the Subordination Agent a statement setting forth the
following information with respect to the Aircraft if then subject to the lien of the
Indenture: (A) whether the Aircraft is currently in service or parked in storage,
(B) the maintenance status of the Aircraft, and (C) the location of the
Engines. As used in this Section 6.02(g), the terms “Triggering Event”, “Indenture Event
of Default” and “Regular Distribution Date” shall have the respective meanings set forth in
the Intercreditor Agreement.



ARTICLE VII




MISCELLANEOUS



     Section 7.01. Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices required or permitted under the terms and provisions of this Agreement shall be
in English and in writing, and given by registered or certified United States mail, 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), and addressed as follows: (a) if to the Company, U.S. Bank,
the Loan Trustee, the Subordination Agent or any Pass Through Trustee, to its respective address
(including facsimile number) set forth on Schedule I, or (b) if to any subsequent
Noteholder, addressed to such Noteholder at its address set forth in the Equipment Note Register
maintained pursuant to Section 2.07 of the Indenture.



     Any party, by notice to the other parties hereto, may designate additional or different
addresses for subsequent notices or communications. Whenever the words “notice” or “notify” or
similar words are used herein, they mean the provision of formal notice set forth in this Section
7.01.



     Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and
Agreements. Except as otherwise provided for herein, the representations, warranties,
indemnities, covenants and agreements of the Company, U.S. Bank, the Loan Trustee, the
Subordination Agent, each Pass Through Trustee and the Noteholders



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[Reg. No.]




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provided for in this Agreement, and each of their obligations hereunder, shall survive the
making of the loans, any return of the Aircraft, the transfer of any interest by any Noteholder of
its Equipment Note and the expiration or termination (to the extent arising out of acts or events
occurring prior to such expiration) of any Operative Documents.




     Section 7.03. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW
YORK AND 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.



     Section 7.04. Severability. To the extent permitted by applicable law, any provision
of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     Section 7.05. No Oral Modifications or Continuing Waivers; Consents. Subject to
Section 9.03 of the Indenture, no terms or provisions of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by the party against
which the enforcement of the change, waiver, discharge or termination is sought; provided
that no such change, waiver, discharge or termination shall be effective unless a signed copy
thereof is delivered to the Loan Trustee.



     Section 7.06. Effect of Headings and Table of Contents. The headings of the various
Articles and Sections herein and in the Table of Contents are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.



     Section 7.07. Successors and Assigns. All covenants, agreements, representations and
warranties in this Agreement by the Company, by U.S. Bank, individually or as Loan Trustee,
Subordination Agent or Pass Through Trustee, or by any Noteholder, shall bind and inure to the
benefit of and be enforceable by the Company, and subject to the terms of Section 6.02(e), its
successors and permitted assigns, each Pass Through Trustee and any successor or other trustee
under the Pass Through Trust Agreement to which it is a party, the Subordination Agent and its
successor under the Intercreditor Agreement and the Loan Trustee and its successor under the
Indenture, whether so expressed or not.



     Section 7.08. Benefits of Agreement. Nothing in this Agreement, express or implied,
shall give to any Person, other than the parties hereto and their successors hereunder, any benefit
or any legal or equitable right, remedy or claim under this Agreement, except as provided expressly
herein. The Company agrees and



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[Reg. No.]





27









 




acknowledges that the Indemnitees that are not parties to this Agreement are third party
beneficiaries of the indemnities by the Company contained in Section 4.02 and that each Liquidity
Provider is a third party beneficiary of the Company’s representations and warranties in Section
4.01 and the covenant and agreement of the Company contained in Section 6.02(e), and that such
Persons may rely on such indemnities, representations and warranties or covenants and agreements,
as the case may be, to the same extent as if such indemnities, representations and warranties or
covenants and agreements were made to such Indemnitees or such Liquidity Provider, as the case may
be, directly.




     Section 7.09. Counterparts. This 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 Agreement including a signature page or pages executed by
each of the parties hereto shall be an original counterpart of this Agreement, but all of such
counterparts shall together constitute one instrument.



     Section 7.10. Submission to Jurisdiction. Each of the parties hereto, to the extent
it may do so under applicable law, for purposes hereof and of all other Operative Documents hereby
(a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State
of New York sitting in the City of New York and to the non-exclusive jurisdiction of the United
States District Court for the Southern District of New York, for the purposes of any suit, action
or other proceeding arising out of this Agreement, the subject matter hereof or any of the
transactions contemplated hereby brought by any party or parties hereto or thereto, or their
successors or permitted assigns and (b) waives, and agrees not to assert, by way of motion,
as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is
improper or that this Agreement or the subject matter hereof or any of the transactions
contemplated hereby may not be enforced in or by such courts.



     Section 7.11. No Petition. Each of the Company, the Loan Trustee, each Pass Through
Trustee, the Subordination Agent and any other Noteholder covenants that (i) until one year
and one day after the Series A Equipment Notes have been paid in full, it shall not acquiesce,
petition or otherwise invoke or cause or join in invoking or causing the Class A Pass Through Trust
or any other Person to invoke the process of any governmental authority for the purpose of
commencing or sustaining a case (whether voluntary or not) against the Class A Pass Through Trust
under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Class A Pass Through Trust or any
substantial part of its property or ordering the winding-up or liquidation of the affairs of the
Class A Pass Through Trust, (ii) if any Series B Equipment Notes shall have been issued,
until one year and one day after such Series B Equipment Notes have been paid in full, it shall not
acquiesce, petition or otherwise invoke or cause or join in invoking or causing the Class B Pass
Through Trust or any other Person to invoke the process of any



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governmental authority for the purpose of commencing or sustaining a case (whether voluntary
or not) against such Class B Pass Through Trust under any bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar
official of such Class B Pass Through Trust or any substantial part of its property or ordering the
winding-up or liquidation of the affairs of such Class B Pass Through Trust and (iii) if any
Additional Series Equipment Notes shall have been issued, until one year and one day after such
Additional Series Equipment Notes have been paid in full, it shall not acquiesce, petition or
otherwise invoke or cause or join in invoking or causing the Additional Series Pass Through Trust
or any other Person to invoke the process of any governmental authority for the purpose of
commencing or sustaining a case (whether voluntary or not) against such Additional Series Pass
Through Trust under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of such Additional Series Pass
Through Trust or any substantial part of its property or ordering the winding-up or liquidation of
the affairs of such Additional Series Pass Through Trust.




     Section 7.12. Section 1110. It is the intention of each of the Company, the
Noteholders (such intention being evidenced by each of their acceptance of an Equipment Note), the
Loan Trustee and the other parties hereto that the security interest created by the Indenture, to
the fullest extent available under applicable law, entitles the Loan Trustee, on behalf of the
Noteholders, to all of the benefits of Section 1110 with respect to the Aircraft, Airframe, Engines
and Parts.



     Section 7.13. No Waiver. To the extent permitted by applicable law, no failure on the
part of any party hereto to exercise, and no delay by any party hereto in exercising, any of its
respective rights, powers, remedies or privileges under this Agreement or provided at law, in
equity or otherwise shall impair, prejudice or constitute a waiver of any such right, power, remedy
or privilege or be construed as a waiver of any breach hereof or default hereunder or as an
acquiescence therein nor shall any single or partial exercise of any such right, power, remedy or
privilege preclude any other or further exercise thereof by it or the exercise of any other right,
power, remedy or privilege by it. To the extent permitted by applicable law, no notice to or
demand on any party hereto in any case shall, unless otherwise required under this Agreement,
entitle such party to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of any party hereto to any other or further notice, in any
circumstances without notice or demand.



     Section 7.14. Further Assurances. Each party hereto shall 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, including, without limitation, making or consenting to registrations (or discharges
thereof, as appropriate) with respect to the Indenture on the




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International Registry and appointing Daugherty, Fowler, Peregrin, Haught & Jenson, a
Professional Corporation, as its “professional user entity” (as defined in the Cape Town Treaty) to
make or consent to any registrations (or discharges thereof, as appropriate) on the International
Registry with respect to the Airframe or any Engine, in any case, as any other party hereto shall
reasonably request in connection with the administration of, or to carry out more effectively the
purposes of, or to better assure and confirm to such other party the rights and benefits to be
provided under this Agreement, the other Operative Documents and the Pass Through Documents.




[Signature Pages Follow.]






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[Reg. No.]




30









 








     IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to be duly
executed by their respective officers thereunto duly authorized as of the date first above written.



	 	 	 	 	 	 	 

	 	 	AMERICAN AIRLINES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

as Pass Through Trustee under each of the Pass Through

Trust Agreements in effect as of the date hereof	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Signature Page







Participation Agreement

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



 









 








	 	 	 	 	 	 	 

	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

as Loan Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

in its individual capacity as set forth herein	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Signature Page




Participation Agreement

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



 









 








SCHEDULE I to

PARTICIPATION AGREEMENT




CERTAIN TERMS




	 	 	 

	Aircraft Model:

	 	[Model]
	 
	 	 
	U.S. Registration Number:

	 	[Reg. No.]
	 
	 	 
	Manufacturer’s Serial Number:

	 	[msn]
	 
	 	 
	Purchase Agreement:

	 	“Purchase Agreement” means Purchase
Agreement No. [1977]5
[1978]6 [1980]7,
dated October 31, 1997, which incorporates
by reference the Aircraft General Terms
Agreement (AGTA-AAL), dated as of October
31, 1997, between the Manufacturer and the
Company, as the same may be amended,
supplemented or otherwise modified from time
to time in accordance with its terms.
	 
	 	 
	Warranty Rights:

	 	“Warranty Rights” means all right and
interest of the Company in, to and under
Parts 1, 2, 3, 4 and 6 of the Product
Assurance Document (as defined in the
Purchase Agreement), but only to the extent
the same relate to continuing rights of the
Company in respect of any warranty or
indemnity, express or implied, pursuant to
the Product Assurance Document with respect
to the Airframe, it being understood that
the Warranty Rights exclude any and all
other right, title and interest of the
Company in, to and under the Purchase
Agreement and that the Warranty Rights are
subject to the terms of the Manufacturer’s
Consent.








 




			
	5	 	To be inserted for 737-823 aircraft.
	 
	6	 	To be inserted for 757-223 aircraft
	 
	7	 	To be inserted for 777-223ER aircraft




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(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



 









 










Addresses for Notices and Account Details




	 	 	 	 	 

	The Company:


	 	American Airlines, Inc.
	 	Bank: JP Morgan Chase
	American Airlines, Inc.

	 	4333 Amon Carter Boulevard
	 	ABA No.: [_________]
	 

	 	Mail Drop 5662
	 	Account No.: [_________]
	 

	 	Fort Worth, Texas 76155
	 	For credit to American Airlines
	 

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

	 	Attention: Treasurer
	 	2011-2 EETC
	 

	 	Telephone: (817) 963-1234	 	 
	 

	 	Facsimile: (817) 967-4318	 	 
	 
	 	 	 	 
	U.S. Bank:


	 	U.S. Bank Trust National Association
	 	Bank: U.S. Bank Trust
	U.S. Bank Trust

	 	One Federal Street, 3rd Floor
	 	National Association
	National Association

	 	Mail Code EX-MA-FED
	 	Boston, Massachusetts
	 

	 	Boston, Massachusetts 02110
	 	ABA No.: [_________]
	 

	 	Attention: Corporate Trust Services
	 	Corporate Trust
	 

	 	Reference: American Airlines 2011-2 EETC
	 	Account No.: [_________]
	 

	 	Telephone: (617) 603-6553
	 	Reference: American Airlines
	 

	 	Facsimile: (617) 603-6683
	 	2011-2 EETC
	 
	 	 	 	 
	Loan Trustee:


	 	U.S. Bank Trust National Association
	 	Bank: U.S. Bank Trust
	U.S. Bank Trust

	 	One Federal Street, 3rd Floor
	 	National Association
	National Association

	 	Mail Code EX-MA-FED
	 	Boston, Massachusetts
	 

	 	Boston, Massachusetts 02110
	 	ABA No.: [_________]
	 

	 	Attention: Corporate Trust Services
	 	Corporate Trust
	 

	 	Reference: American Airlines 2011-2 EETC
	 	Account No.: [_________]
	 

	 	Telephone: (617) 603-6553
	 	Reference: American Airlines
	 

	 	Facsimile: (617) 603-6683
	 	2011-2 EETC






Participation Agreement

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



Sch. I - 2









 






	 	 	 	 	 

	Pass Through Trustee:

	 	U.S. Bank Trust National Association
	 	Bank: U.S. Bank Trust
	U.S. Bank Trust

	 	300 Delaware Avenue
	 	National Association
	National Association

	 	9th Floor
	 	Wilmington, Delaware
	 

	 	Mail Code EX-DE-WDAW
	 	ABA No.: [_________]
	 

	 	Wilmington, Delaware 19801
	 	Corporate Trust
	 

	 	Attention: Corporate Trust Services
	 	Account No.: [_________]
	 

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

	 	Telephone: (302) 576-3703
	 	2011-2 EETC
	 

	 	Facsimile: (302) 576-3717	 	 
	 
	 	 	 	 
	 

	 	with a copy to:	 	 
	 
	 	 	 	 
	 

	 	U.S. Bank Trust National Association	 	 
	 

	 	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	 	 
	 
	 	 	 	 
	Subordination Agent:

	 	U.S. Bank Trust National Association
	 	Bank: U.S. Bank Trust
	U.S. Bank Trust

	 	One Federal Street, 3rd Floor
	 	National Association
	National Association

	 	Mail Code EX-MA-FED
	 	Boston, Massachusetts
	 

	 	Boston, Massachusetts 02110
	 	ABA No.: [_________]
	 

	 	Attention: Corporate Trust Services
	 	Corporate Trust
	 

	 	Reference: American Airlines 2011-2 EETC
	 	Account No.: [_________]
	 

	 	Telephone: (617) 603-6553
	 	Reference: American Airlines
	 

	 	Facsimile: (617) 603-6683
	 	2011-2 EETC






Participation Agreement

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



Sch. I - 3









 






SCHEDULE II to

PARTICIPATION AGREEMENT




EQUIPMENT NOTES,

PURCHASERS AND ORIGINAL PRINCIPAL AMOUNTS8




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Original	 
	 	 	Description of	 	 	 	 	 	 	 	 	 	 	Principal	 
	Purchaser	 	Equipment Notes	 	 	Maturity9	 	 	Interest Rate	 	 	Amount10	 
	American Airlines
	 	Series 2011-2A	 	 	[•]	 	 	 	8.625	%	 	$	[•]	 
	Pass Through Trust
	 	[Reg. No.]	 	 	 	 	 	 	 	 	 	 	 	 
	2011-2A
	 	Equipment Note[s]	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	8	 	If any Series B Equipment Notes or Additional
Series Equipment Notes are being issued on the Closing Date, this Schedule II
should be revised to include the relevant information for such Series.
	 
	9	 	To insert the date set forth for Series A
Equipment Notes corresponding to the last payment date set forth in the
“Equipment Note Ending Balance” column for the Series A Equipment Note relating
to the relevant aircraft in Appendix V to the Prospectus Supplement, dated
September 27, 2011, relating to American Airlines Pass Through Certificate,
Series 2011-2A.
	 
	10	 	To insert the amount set forth for Series A
Equipment Notes in the line captioned “At Issuance” in the “Equipment Note
Ending Balance” column for the Series A Equipment Note relating to the relevant
aircraft in Appendix V to the Prospectus Supplement, dated September 27, 2011,
relating to American Airlines Pass Through Certificate, Series 2011-2A.




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SCHEDULE III to

PARTICIPATION AGREEMENT




TRUST SUPPLEMENTS11




     Trust Supplement No. 2011-2A, dated as of the Issuance Date, among the Company, the Parent and
the Pass Through Trustee in respect of American Airlines Pass Through Trust 2011-2A.





 




			
	11	 	If any Series B Equipment Notes or
Additional Series Equipment Notes are being issued on the Closing Date, this
Schedule III should be revised to include the relevant information for such
Series.



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[Reg. No.]

ANNEX A to

Participation Agreement and

Indenture and Security Agreement




DEFINITIONS




     “Additional Series” or “Additional Series Equipment Notes” means Equipment
Notes issued under the Indenture and designated as one series (and only one outstanding series at
any time) (other than “Series A” or “Series B”) thereunder, if any, in the principal amounts and
maturities and bearing interest as specified in Schedule I to the Indenture amended at the time of
original issuance of such Additional Series 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.



     “Affiliate” means with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person. For the purposes of this
definition, “control” (including “controlled by” and “under common control with”) shall mean the
power, directly or indirectly, to direct or cause the direction



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of the management and policies of such Person whether through the ownership of voting
securities or by contract or otherwise. In no event shall U.S. Bank be deemed to be an Affiliate
of the Loan Trustee or vice versa.




     “After-Tax Basis” means that indemnity and compensation payments required to be made
on such basis will be supplemented by the Person paying the base amount by that amount which, when
added to such base amount, and after deduction of all Federal, state, local and foreign Taxes
required to be paid by or on behalf of the payee with respect of the receipt or realization of the
base amount and any such supplemental amounts, and after consideration of any current tax savings
of such payee resulting by way of any deduction, credit or other tax benefit actually and currently
realized that is attributable to such base amount or Tax, shall net such payee the full amount of
such base amount.



     “Agreement” and “Participation Agreement” mean that certain Participation
Agreement ([Reg. No.]), dated on or before the Closing Date, among the Company, U.S. Bank, the Pass
Through Trustee under each Pass Through Trust Agreement in effect as of the date of execution and
delivery of such Participation Agreement, the Subordination Agent and the Loan Trustee, as the same
may be amended, supplemented or otherwise modified from time to time in accordance with its terms.



     “Aircraft” means the Airframe (or any Substitute Airframe or Replacement Airframe
substituted therefor pursuant to Section 7.04 or Section 7.05, respectively, of the Indenture)
together with the two Engines described in the Indenture Supplement originally executed and
delivered under the Indenture (or any Replacement Engine that may from time to time be substituted
for any of such Engines pursuant to Section 7.04 or Section 7.05 of the Indenture), whether or not
any of such initial or substituted Engines may from time to time be installed on such Airframe or
installed on any other airframe or on any other aircraft. The term “Aircraft” shall include
any Replacement Aircraft.



     “Aircraft Protocol” means the official English language text of the Protocol to the
Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment, adopted on November 16, 2001, at a diplomatic conference in Cape Town, South Africa, and
all amendments, supplements, and revisions thereto (and from and after the effective date of the
Cape Town Treaty in the relevant country, means when referring to the Aircraft Protocol with
respect to that country, the Aircraft Protocol as in effect in such country, unless otherwise
indicated).



     “Airframe” means (a) the Boeing [Model] (generic model [Generic Model])
aircraft further described in Annex A to the Indenture Supplement originally executed and delivered
under the Indenture (except (i) the Engines or engines from time to time



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installed thereon and any and all Parts related to such Engine or engines and (ii)
items installed or incorporated in or attached to such aircraft from time to time that are excluded
from the definition of Parts by clauses (b), (c) and (d) thereof) and (b) any and all
related Parts. The term “Airframe” shall include any Substitute Airframe or Replacement
Airframe that may from time to time be substituted for the Airframe pursuant to Section 7.04 or
Section 7.05, respectively, of the Indenture. At such time as a Substitute Airframe or Replacement
Airframe shall be so substituted and the Airframe for which such substitution is made shall be
released from the Lien of the Indenture, such replaced Airframe shall cease to be an Airframe under
the Indenture.




     “Appraiser” means any of Aircraft Information Services, Inc., BK Associates, Inc. or
Morten Beyer & Agnew, Inc. or any successor of any of the foregoing Persons (or, if any such Person
no longer provides appraisals of commercial aircraft, another nationally recognized independent
appraiser of commercial aircraft selected by the Company).



     “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 the Loan Trustee, any Pass Through Trustee or the Subordination Agent maintains its
Corporate Trust Office or receives and disburses funds.



     “Cape Town Convention” means the official English language text of the Convention on
International Interests in Mobile Equipment, adopted on November 16, 2001, at a diplomatic
conference in Cape Town, South Africa, and all amendments, supplements, and revisions thereto (and
from and after the effective date of the Cape Town Treaty in the relevant country, means when
referring to the Cape Town Convention with respect to that country, the Cape Town Convention as in
effect in such country, unless otherwise indicated).



     “Cape Town Treaty” means, collectively, the official English language text of
(a) the Convention on International Interests in Mobile Equipment, and (b) the
Protocol to



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the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft
Equipment, in each case adopted on November 16, 2001, at a diplomatic conference in Cape Town,
South Africa, and from and after the effective date of the Cape Town Treaty in the relevant
country, means when referring to the Cape Town Treaty with respect to that country, the Cape Town
Treaty as in effect in such country, unless otherwise indicated, and (c) all rules and
regulations adopted pursuant thereto and, in the case of each of the foregoing described in clauses
(a) through (c), all amendments, supplements, and revisions thereto.




     “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.



     “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.



     “Claim” has the meaning specified in Section 4.02(a) of the Participation Agreement.



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



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



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



     “Class A Pass Through Trust” means the American Airlines Pass Through Trust 2011-2A
created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No.
2011-2A, dated as of the Issuance Date, among the Company, the Parent and U.S. Bank, as Class A
Trustee.



     “Class A Trustee” means the trustee for the Class A Pass Through Trust.



     “Class B Certificates” means 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



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“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 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 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.



     “Closing” has the meaning specified in Section 2.03 of the Participation Agreement.



     “Closing Date” means the date of the closing of the transaction contemplated by the
Operative Documents.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Collateral” has the meaning specified in the granting clause of the Indenture.



     “Company” means American Airlines, Inc., and its successors and permitted assigns.



     “Compulsory Acquisition” means requisition of title or other compulsory acquisition,
capture, seizure, deprivation, confiscation or detention for any reason of the Aircraft, the
Airframe or any Engine by any government that results in the loss of title or use of the Aircraft,
the Airframe or any Engine by the Company (or any Permitted



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Lessee) for a period in excess of 180 consecutive days, but shall exclude requisition for use
not involving requisition of title.




     “Confidential Information” has the meaning specified in Section 10.16 of the
Indenture.



     “Controlling Party” has the meaning specified in Section 2.06 of the Intercreditor
Agreement.



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



     “CRAF Program” means the Civil Reserve Air Fleet Program authorized under 10 U.S.C.
Section 9511 et seq. or any similar or substitute program under the laws of the United States.



     “Debt Rate” means, with respect to any Series of Equipment Notes, (i) the rate
per annum specified for the applicable Series as such in Schedule I to the Indenture (as, in the
case of any Series B Equipment Notes or any Additional Series Equipment Notes issued after the
Closing Date, such Schedule I may be amended in connection with such issuance), and (ii)
for any other purpose, with respect to any period, the weighted average interest rate per annum
during such period borne by the outstanding Equipment Notes, excluding any interest payable at the
Past Due Rate.



     “Defaulted Operative Indenture” means any Operative Indenture (the terms “Event of
Default”, “Equipment Notes” and “Payment Default” used in this definition have the meanings
specified therefor in such Operative Indenture) with respect to which (i) a Payment Default
has occurred and is continuing or an Event of Default described in Section 4.01(a) of such
Operative Indenture has occurred and is continuing or (ii) an Event of Default other than
an Event of Default described in Section 4.01(a) of such Operative Indenture has occurred and is
continuing and, in any such case, either (x) the Equipment Notes issued thereunder have
been accelerated and such acceleration has not been rescinded and annulled in accordance therewith
or (y) the loan trustee under such Operative Indenture has given the Company a notice of
its intention to exercise one or more of the remedies specified in Section 4.02(a) of such
Operative Indenture; provided that in the event of a bankruptcy proceeding under the
Bankruptcy Code under which the Company is a debtor, if and so long as the trustee or the debtor
agrees to perform and performs all obligations of the Company under such Operative Indenture and
the Equipment Notes issued thereunder in accordance with Section 1110(a)(2) of the Bankruptcy Code
and cures defaults under such Operative Indentures and Equipment



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Notes to the extent required by Section 1110(a)(2) of the Bankruptcy Code, such Operative
Indenture shall not be a Defaulted Operative Indenture.




     “Department of Transportation” means the United States Department of Transportation
and any agency or instrumentality of the United States government succeeding to its functions.



     “Deposit Agreement” means each of (i) subject to Section 5(f) of the Note
Purchase Agreement, the Deposit Agreement (Class A), dated as of the Issuance Date, between the
Escrow Agent and the Depositary, which relates to the Class A Pass Through Trust, (ii) a
deposit agreement between the Escrow Agent and the Depositary that has been, or may in the future
be, entered into with respect to the Class B Pass Through Trust, if any, and to which the Company
shall have consented and (iii) a deposit agreement between the Escrow Agent and the
Depositary that has been, or may in the future be, entered into with respect to the Additional
Series Pass Through Trust, if any, and to which the Company shall have consented; provided
that, for purposes of any obligation of Company, no amendment, modification or supplement to, or
substitution or replacement of, any Deposit Agreement shall be effective unless consented to by the
Company.



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



     “Direction” has the meaning specified in Section 2.16 of the Indenture.



     “Dollars” and “$” mean the lawful currency of the United States.



     “EASA” means the European Aviation Safety Agency of the European Union and any
successor agency.



     “Eligible Account” means an account established by and with an Eligible Institution at
the request of the Loan Trustee, which institution agrees, for all purposes of the NY UCC including
Article 8 thereof, that (a) such account shall be a “securities account” (as defined in
Section 8-501(a) of the NY UCC), (b) such institution is a “securities intermediary” (as
defined in Section 8-102(a)(14) of the NY UCC), (c) all property (other than cash) credited
to such account shall be treated as a “financial asset” (as defined in Section 8-102(a)(9) of the
NY UCC), (d) the Loan Trustee shall be the “entitlement holder” (as defined in Section
8-102(a)(7) of the NY UCC) in respect of such account, (e) it will comply with all
entitlement orders issued by the Loan Trustee to the exclusion of the Company, (f) it will
waive or subordinate in favor of the Loan



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Trustee all claims (including, without limitation, claims by way of security interest, lien or
right of set-off or right of recoupment), and (g) the “securities intermediary
jurisdiction” (under Section 8-110(e) of the NY UCC) shall be the State of New York.




     “Eligible Institution” means the corporate trust department of (a) U.S. Bank
or any other Person that becomes a successor Loan Trustee under the Indenture, in each case, acting
solely in its capacity as a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY
UCC), or (b) a depository institution organized under the laws of the United States of
America or any one of the states thereof or the District of Columbia (or any United States branch
of a foreign bank), which has a Long-Term Rating of at least A3 (or its equivalent) from Moody’s
and A (or its equivalent) from S&P.



     “Engine” means (a) each of the two [Engine Manufacturer and Model] engines
(generic manufacturer and model [Generic Manufacturer and Model]) listed by manufacturer’s serial
number and further described in Annex A to the Indenture Supplement originally executed and
delivered under the Indenture, whether or not from time to time installed on the Airframe or
installed on any other airframe or on any other aircraft, and (b) any Replacement Engine
that may from time to time be substituted for an Engine pursuant to Section 7.04 or 7.05 of the
Indenture; together in each case with any and all related Parts, but excluding items installed or
incorporated in or attached to any such engine from time to time that are excluded from the
definition of Parts. At such time as a Replacement Engine shall be so substituted and the Engine
for which substitution is made shall be released from the Lien of the Indenture, such replaced
Engine shall cease to be an Engine under the Indenture.



     “Equipment Note” means and includes any equipment notes issued under the Indenture in
the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the
Indenture) and any Equipment Note issued in exchange therefor or replacement thereof pursuant to
Section 2.07 or 2.08 of the Indenture.



     “Equipment Note Register” has the meaning specified in Section 2.07 of the Indenture.



     “Equipment Note Registrar” has the meaning specified in Section 2.07 of the Indenture.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued thereunder. Section references to
ERISA are to ERISA as in effect at the date of the Participation Agreement and any subsequent
provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.



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     “Escrow Agent” means U.S. Bank National Association, a national banking association,
as escrow agent under each Escrow Agreement, or any successor agent thereto.



     “Escrow Agreement” means each of (i) the Escrow and Paying Agent Agreement
(Class A), dated as of the Issuance Date, among the Escrow Agent, the Paying Agent, the
Underwriters and the Class A Trustee, which relates to the Class A Pass Through Trust, (ii)
an escrow and paying agent agreement among the Escrow Agent, the Paying Agent, the Class B Trustee
and any other party that may be specified therein that has been, or may in the future be, entered
into with respect to the Class B Pass Through Trust, if any, and to which the Company shall have
consented and (iii) an escrow and paying agent agreement among the Escrow Agent, the Paying
Agent, the Additional Series Pass Through Trustee and any other party that may be specified therein
that has been, or may in the future be, entered into with respect to the Additional Series Pass
Through Trust, if any, and to which the Company shall have consented; provided that, for
purposes of any obligation of the Company, no amendment, modification or supplement to, or
substitution or replacement of, any Escrow Agreement shall be effective unless consented to by the
Company.



     “Event of Default” has the meaning specified in Section 4.01 of the Indenture.



     “Event of Loss” means, with respect to the Aircraft, Airframe or any Engine, any of
the following events with respect to such property:



     (a) the loss of such property or of the use thereof due to destruction, damage beyond repair
or rendition of such property permanently unfit for normal use for any reason whatsoever;



     (b) any damage to such property which results in an insurance settlement with respect to such
property on the basis of a total loss, a compromised total loss or a constructive total loss;



     (c) the theft, hijacking or disappearance of such property for a period in excess of 180
consecutive days;



     (d) the requisition for use of such property by any government (other than a requisition for
use by a Government or the government of the country of registry of the Aircraft) that shall have
resulted in the loss of possession of such property by the Company (or any Permitted Lessee) for a
period in excess of 12 consecutive months;



     (e) the operation or location of the Aircraft, while under requisition for use by any
government, in any area excluded from coverage by any insurance policy in effect



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with respect to the Aircraft required by the terms of Section 7.06 of the Indenture, unless
the Company shall have obtained indemnity or insurance in lieu thereof from such government;




     (f) any Compulsory Acquisition;



     (g) as a result of any law, rule, regulation, order or other action by the FAA or other
government of the country of registry, the use of the Aircraft or Airframe in the normal business
of air transportation shall have been prohibited by virtue of a condition affecting all aircraft of
the same type for a period of 18 consecutive months, unless the Company shall be diligently
carrying forward all steps that are necessary or desirable to permit the normal use of the Aircraft
or Airframe or, in any event, if such use shall have been prohibited for a period of three
consecutive years; and



     (h) with respect to an Engine only, any divestiture of title to or interest in an Engine or
any event with respect to an Engine that is deemed to be an Event of Loss with respect to such
Engine pursuant to Section 7.02(a)(vii) or Section 7.05(e) of the Indenture.



     An Event of Loss with respect to the Aircraft shall be deemed to have occurred if an Event of
Loss occurs with respect to the Airframe unless the Company elects to substitute a Replacement
Airframe pursuant to Section 7.05(a)(i) of the Indenture.



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



     “FAA Bill of Sale” means [the bill of sale for the Aircraft on AC Form 8050-2,
executed by the Manufacturer in favor of the Company and recorded with the FAA]12 [,
collectively, (a) the bill of sale for the Aircraft on AC Form 8050-2, executed by the
Manufacturer in favor of Boeing Sales Corporation and recorded with the FAA and (b) the
bill of sale for the Aircraft on AC Form 8050-2, executed by Boeing Sales Corporation in favor of
the Company and recorded with the FAA]13 [, collectively, (a) the bill of sale
for the Aircraft on AC Form 8050-2, executed by the Manufacturer in favor of Boeing Domestic Sales
Corporation and recorded with the FAA and (b) the bill of sale





 




			
	12	 	To be inserted for all Boeing 737-823
aircraft other than the aircraft with Registration Number N966AN.
	 
	13	 	To be inserted for all Boeing 757-223
aircraft and all 777-223ER aircraft.




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for the Aircraft on AC Form 8050-2, executed by Boeing Domestic Sales Corporation in favor of
the Company and recorded with the FAA]14.




     “Federal Funds Rate” means a fluctuating interest rate per annum in effect from time
to time, which rate per annum shall at all times be equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so
published for any day that is a Business Day, the average of the quotations for such day for such
transactions received by U.S. Bank from three Federal funds brokers of recognized standing selected
by it.



     “Government” means the government of any of Canada, France, Germany, Japan, The
Netherlands, Sweden, Switzerland, the United Kingdom or the United States and any instrumentality
or agency thereof.



     “Indemnitee” has the meaning specified in Section 4.02(b) of the Participation
Agreement.



     “Indenture” means that certain Indenture and Security Agreement ([Reg. No.]), dated as
of the Closing Date, between the Company and the Loan Trustee, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms, including
supplementation by an Indenture Supplement pursuant to the Indenture.



     “Indenture Indemnitee” means (i) the Loan Trustee, (ii) U.S. Bank,
(iii) each separate or successor or additional trustee appointed pursuant to Section 8.02
of the Indenture, (iv) so long as it holds any Equipment Notes as agent and trustee of any
Pass Through Trustee, the Subordination Agent, (v) each Liquidity Provider, (vi) so
long as it is the holder of any Equipment Notes, each Pass Through Trustee, (vii) the
Paying Agent, (viii) the Escrow Agent, and (ix) any of their respective successors
and permitted assigns in such capacities, directors, officers, employees, agents and servants. No
holder of a Pass Through Certificate in its capacity as such shall be an Indenture Indemnitee.



     “Indenture Supplement” means a supplement to the Indenture, substantially in the form
of Exhibit A to the Indenture, which shall particularly describe the Aircraft, and any Substitute
Airframe, Replacement Airframe and/or Replacement Engine included in the property subject to the
Lien of the Indenture.





 




			
	14	 	To be inserted for the Boeing 737-823
aircraft with Registration Number N966AN.




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     “Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the
Issuance Date, among the Class A 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.



     “Interests” has the meaning specified in Section 7.06(a) of the Indenture.



     “International Interest” has the meaning ascribed to the defined term “international
interest” under the Cape Town Treaty.



     “International Registry” means the international registry established pursuant to the
Cape Town Treaty.



     “Issuance Date” means October 4, 2011.



     “JAA” means the Joint Aviation Authorities and any successor authority.



     “Lease” means any lease permitted by the terms of Section 7.02(a) of the Indenture.



     “Lien” means any mortgage, pledge, lien, encumbrance, lease, sublease, sub-sublease or
security interest.



     “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 Amount” has the meaning specified in Section 7.06(b) of the Indenture.



     “Loan Trustee” has the meaning specified in the introductory paragraph of the
Indenture.



     “Loan Trustee Liens” means any Lien attributable to U.S. Bank or the Loan Trustee with
respect to the Aircraft, any interest therein or any other portion of the Collateral arising as a
result of (i) claims against U.S. Bank or the Loan Trustee not related to its interest in
the Aircraft or the administration of the Collateral pursuant to the Indenture, (ii) acts
of U.S. Bank or the Loan Trustee not permitted by, or the failure of



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U.S. Bank or the Loan Trustee to take any action required by, the Operative Documents or the
Pass Through Documents, (iii) claims against U.S. Bank or the Loan Trustee relating to
Taxes or Claims that are excluded from the indemnification provided by Section 4.02 of the
Participation Agreement pursuant to said Section 4.02 or (iv) claims against U.S. Bank or
the Loan Trustee arising out of the transfer by any such party of all or any portion of its
interest in the Aircraft, the Collateral, the Operative Documents or the Pass Through Documents,
except while an Event of Default is continuing and prior to the time that the Loan Trustee has
received all amounts due to it pursuant to the Indenture.




     “Long-Term Rating” has the meaning specified in the Intercreditor Agreement.



     “Loss Payment Date” has the meaning specified in Section 7.05(a) of the Indenture.



     “Majority in Interest of Noteholders” means, as of a particular date of determination
and subject to Section 2.16 of the Indenture, the holders of at least a majority in aggregate
unpaid principal amount of all Equipment Notes outstanding as of such date (excluding any Equipment
Notes held by the Company or any Affiliate thereof, it being understood that a Pass Through Trustee
shall be considered an Affiliate of the Company as long as more than 50% in the aggregate face
amount of Pass Through Certificates issued by the corresponding Pass Through Trust are held by the
Company or an Affiliate of the Company or a Pass Through Trustee is otherwise under the control of
the Company or such Affiliate of the Company (unless all Equipment Notes then outstanding are held
by the Company or any Affiliate thereof, including the Pass Through Trustees which are considered
Affiliates of the Company pursuant hereto)); provided that for the purposes of directing
any action or casting any vote or giving any consent, waiver or instruction hereunder, any
Noteholder of an Equipment Note or Equipment Notes may allocate, in such Noteholder’s sole
discretion, any fractional portion of the principal amount of such Equipment Note or Equipment
Notes in favor of or in opposition to any such action, vote, consent, waiver or instruction.



     “Make—Whole Amount” means, with respect to any Equipment Note, the amount (as
determined by an independent investment banker selected by the Company (and, following the
occurrence and during the continuance of an Event of Default, reasonably acceptable to the Loan
Trustee)), if any, by which (i) the present value of the remaining scheduled payments of
principal and interest from the redemption date to maturity of such Equipment Note computed by
discounting each such payment on a semiannual basis from its respective Payment Date (assuming a
360-day year of twelve 30 day months) using a discount rate equal to the Treasury Yield plus the
Make-Whole Spread exceeds (ii) the outstanding principal amount of such Equipment Note plus
accrued but unpaid



Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-13









 




interest thereon to the date of redemption. For purposes of determining the Make-Whole
Amount, “Treasury Yield” means, at the date of determination, the interest rate (expressed
as a semiannual equivalent and as a decimal rounded to the number of decimal places as appears in
the Debt Rate of such Equipment Note and, in the case of United States Treasury bills, converted to
a bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to
maturity for United States Treasury securities maturing on the Average Life Date and trading in the
public securities market either as determined by interpolation between the most recent weekly
average constant maturity, non-inflation-indexed series yield to maturity for two series of United
States Treasury securities, trading in the public securities markets, (A) one maturing as
close as possible to, but earlier than, the Average Life Date and (B) the other maturing as
close as possible to, but later than, the Average Life Date, in each case as reported in the most
recent H.15(519) or, if a weekly average constant maturity, non-inflation-indexed series yield to
maturity for United States Treasury securities maturing on the Average Life Date is reported in the
most recent H.15(519), such weekly average yield to maturity as reported in such H.15(519).
“H.15(519)” means the weekly statistical release designated as such, or any successor
publication, published by the Board of Governors of the Federal Reserve System. The date of
determination of a Make-Whole Amount shall be the third Business Day prior to the applicable
redemption date and the “most recent H.15(519)” means the latest H.15(519) published prior
to the close of business on the third Business Day prior to the applicable redemption date.
“Average Life Date” means, for each Equipment Note to be redeemed, the date which follows
the redemption date by a period equal to the Remaining Weighted Average Life at the redemption date
of such Equipment Note. “Remaining Weighted Average Life” of an Equipment Note, at the
redemption date of such Equipment Note, means the number of days equal to the quotient obtained by
dividing: (i) the sum of the products obtained by multiplying (A) the amount of
each then remaining installment of principal, including the payment due on the maturity date of
such Equipment Note, by (B) the number of days from and including the redemption date to
but excluding the scheduled Payment Date of such principal installment by (ii) the then
unpaid principal amount of such Equipment Note.




     “Make-Whole Spread” means, with respect to any Series of Equipment Notes, the
percentage specified for the applicable Series as such in Schedule I to the Indenture (as, in the
case of any Series B Equipment Notes or any Additional Series Equipment Notes issued after the
Closing Date, such Schedule I may be amended in connection with such issuance).



     “Manufacturer” means The Boeing Company, a Delaware corporation, and its successors
and assigns.



Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-14









 





     “Manufacturer’s Consent” means the Manufacturer’s Consent and Agreement to Assignment
of Warranties, dated as of the Closing Date, substantially in the form of Exhibit D to the
Participation Agreement.



     “MCMV” has the meaning specified in Section 7.04(e) of the Indenture.



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



     “Noteholder” means any Person in whose name an Equipment Note is registered on the
Equipment Note Register (including, for so long as it is the registered holder of any Equipment
Notes, the Subordination Agent on behalf of the Pass Through Trustees pursuant to the provisions of
the Intercreditor Agreement).



     “Noteholder Liens” means any Lien attributable to any Noteholder on or against the
Aircraft, any interest therein or any other portion of the Collateral, arising out of any claim
against such Noteholder that is not related to the Operative Documents or Pass Through Documents,
or out of any act or omission of such Noteholder that is not related to the transactions
contemplated by, or that constitutes a breach by such Noteholder of its obligations under, the
Operative Documents or the Pass Through Documents.



     “Note Purchase Agreement” means the Note Purchase Agreement, dated as of the Issuance
Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Class
A Trustee providing for, among other things, the issuance and sale of certain equipment notes, as
the same may be amended, supplemented or otherwise modified from time to time in accordance with
its terms.



     “NY UCC” means UCC as in effect in the State of New York.



     “Operative Documents” means, collectively, the Participation Agreement, the Indenture,
each Indenture Supplement, the Manufacturer’s Consent and the Equipment Notes.



     “Operative Indentures” means, as of any date, each “Indenture” (as such term is
defined in the Note Purchase Agreement), including the Indenture, whether or not any other
“Indenture” shall have been entered into before or after the date of the Indenture, but only if as
of such date all “Equipment Notes” (as defined in each such “Indenture”) are held by the
“Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in each such
“Indenture”.



     “Other Party Liens” means any Lien attributable to any Pass Through Trustee (other
than in its capacity as Noteholder), the Subordination Agent (other than in its capacity as
Noteholder) or any Liquidity Provider on or against the Aircraft, any interest



Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-15









 




therein, or any other portion of the Collateral arising out of any claim against such party
that is not related to the Operative Documents or the Pass Through Documents, or out of any act or
omission of such party that is not related to the transactions contemplated by, or that constitutes
a breach by such party of its obligations under, the Operative Documents or the Pass Through
Documents.




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



     “Parent Guarantee” means the Guarantee, dated as of the Issuance Date, from the Parent
to U.S. Bank Trust National Association, in its individual capacity and as Class A 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” has the meaning set forth under the definition of
“Agreement”.



     “Parts” means any and all appliances, parts, instruments, appurtenances, accessories,
furnishings and other equipment of whatever nature (other than (a) complete Engines or
engines, (b) any items leased by the Company or any Permitted Lessee, (c) cargo
containers and (d) components or systems installed on or affixed to the Airframe that are
used to provide individual telecommunications or electronic entertainment to passengers aboard the
Aircraft) so long as the same shall be incorporated or installed in or attached to the Airframe or
any Engine or so long as the same shall be subject to the Lien of the Indenture in accordance with
the terms of Section 7.04 thereof after removal from the Airframe or any such Engine.



     “Pass Through 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).



     “Pass Through Documents” means each Pass Through Trust Agreement, the Note Purchase
Agreement, each Escrow Agreement, each Deposit Agreement, the Intercreditor Agreement and each
Liquidity Facility.



     “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 Documents.



     “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



Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-16









 




Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms.




     “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.



     “Past Due Rate” means the lesser of (a) with respect to (i) any
payment made to a Noteholder under any Series of Equipment Notes, the Debt Rate then applicable to
such Series plus 1% and (ii) any other payment made under any Operative Document to any
other Person, the Debt Rate 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.



     “Paying Agent” means U.S. Bank, as paying agent under each Escrow Agreement, or any
successor agent thereto.



     “Payment Date” means, for any Equipment Note, each April 15 and October 15, commencing
with April 15, 2012.



     “Payment Default” means the occurrence of an event that would give rise to an Event of
Default under Section 4.01(a) of the Indenture upon the giving of notice or the passing of time or
both.



     “Permitted Investments” means each of (a) direct obligations of the United
States and agencies thereof; (b) obligations fully guaranteed by the United States;
(c) certificates of deposit issued by, or bankers’ acceptances of, or time deposits with,
any bank, trust company or national banking association incorporated or doing business under the
laws of the United States or one of the states thereof having combined capital and surplus and
retained earnings of at least $100,000,000 and having a Long-Term Rating of A, its equivalent or
better by Moody’s or S&P (or, if neither such organization then rates such institutions, by any
nationally recognized rating organization in the United States); (d) commercial paper of
any holding company of a bank, trust company or national banking association described in clause
(c); (e) commercial paper of companies having a Short-Term Rating assigned to such
commercial paper by either Moody’s or S&P (or, if neither such organization then rates such
commercial paper, by any nationally recognized rating organization in the United States) equal to
either of the two highest ratings assigned by such organization; (f) Dollar-denominated
certificates of deposit issued by, or time deposits with, the European subsidiaries of (i)
any bank, trust company or national banking association described in clause (c), or (ii)
any other bank or financial institution described in clause (g), (h) or (j) below; (g)
United States-issued Yankee certificates of



Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-17









 




deposit issued by, or bankers’ acceptances of, or commercial paper issued by, any bank having
combined capital and surplus and retained earnings of at least $100,000,000 and headquartered in
Canada, Japan, the United Kingdom, France, Germany, Switzerland or The Netherlands and having a
Long-Term Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization
then rates such institutions, by any nationally recognized rating organization in the United
States); (h) Dollar-denominated time deposits with any Canadian bank having a combined
capital and surplus and retained earnings of at least $100,000,000 and having a Long-Term Rating of
A, its equivalent or better by Moody’s or S&P (or, if neither such organization then rates such
institutions, by any nationally recognized rating organization in the United States); (i)
Canadian Treasury Bills fully hedged to Dollars; (j) repurchase agreements with any
financial institution having combined capital and surplus and retained earnings of at least
$100,000,000 collateralized by transfer of possession of any of the obligations described in
clauses (a) through (i) above; (k) bonds, notes or other obligations of any state of the
United States, or any political subdivision of any state, or any agencies or other
instrumentalities of any such state, including, but not limited to, industrial development bonds,
pollution control revenue bonds, public power bonds, housing bonds, other revenue bonds or any
general obligation bonds, that, at the time of their purchase, such obligations have a Long-Term
Rating of A, its equivalent or better by Moody’s or S&P (or, if neither such organization then
rates such obligations, by any nationally recognized rating organization in the United States);
(1) bonds or other debt instruments of any company, if such bonds or other debt
instruments, at the time of their purchase, have a Long-Term Rating of A, its equivalent or better
by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally
recognized rating organization in the United States); (m) mortgage backed securities
(i) guaranteed by the Federal National Mortgage Association, the Federal Home Loan Mortgage
Corporation or the Government National Mortgage Association or having a Long-Term Rating of AAA,
its equivalent or better issued by Moody’s or S&P (or, if neither such organization then rates such
obligations, by any nationally recognized rating organization in the United States) or, if unrated,
deemed to be of a comparable quality by the Loan Trustee and (ii) having an average life
not to exceed one year as determined by standard industry pricing practices presently in effect;
(n) asset-backed securities having a Long-Term Rating of A, its equivalent or better issued
by Moody’s or S&P (or, if neither such organization then rates such obligations, by any nationally
recognized rating organization in the United States) or, if unrated, deemed to be of a comparable
quality by the Loan Trustee; and (o) such other investments approved in writing by the Loan
Trustee; provided that the instruments described in the foregoing clauses shall have a
maturity no later than the earliest date when such investments may be required for distribution.
The bank acting as the Pass Through Trustee or the Loan Trustee is hereby authorized, in making or
disposing of any investment described herein, to deal with itself (in its individual capacity) or
with any one or more of its affiliates, whether it or such affiliate is acting as






Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-18









 







an agent of the Pass Through Trustee or the Loan Trustee or for any third person or dealing as
principal for its own account.




     “Permitted Lessee” means any Person to whom the Company is permitted to lease the
Airframe or any Engine pursuant to Section 7.02(a) of the Indenture.



     “Permitted Lien” has the meaning specified in Section 7.01 of the Indenture.



     “Person” means any person, including any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust, trustee,
unincorporated organization or government or any agency or political subdivision thereof.



     “Prospective International Interest” has the meaning ascribed to the defined term
“prospective international interest” under the Cape Town Treaty.



     “Purchase Agreement” means the Purchase Agreement as described in Schedule I to the
Participation Agreement.



     “Rating Agencies” has the meaning specified in the Intercreditor Agreement.



     “Related Additional Series Equipment Note” means, with respect to any particular
series of Additional Series Equipment Notes and as of any date, an “Additional Series Equipment
Note,” as defined in each Related Indenture, having the same designation (i.e., “Series C” or the
like) as such Additional Series Equipment Notes, but only if as of such date it is held by the
“Subordination Agent” under the “Intercreditor Agreement,” as such terms are defined in such
Related Indenture.



     “Related Equipment Note” means, as of any date, an “Equipment Note” as defined in each
Related Indenture, but only if as of such date it is held by the “Subordination Agent” under the
“Intercreditor Agreement”, as such terms are defined in such Related Indenture.



     “Related Indemnitee Group” has the meaning specified in Section 4.02(b) of the
Participation Agreement.



     “Related Indenture” means each Operative Indenture (other than the Indenture).



     “Related Indenture Bankruptcy Default” means any “Event of Default” under Section
4.01(f), (g), (h) or (i) of any Related Indenture, determined without giving effect to any
applicable grace period.



Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-19









 





     “Related Indenture Event of Default” means any “Event of Default” under any Related
Indenture.



     “Related Indenture Indemnitee” means each Related Noteholder.



     “Related Loan Trustee” means the “Loan Trustee” as defined in each Related Indenture.



     “Related Make-Whole Amount” means the “Make-Whole Amount”, as defined in each Related
Indenture.



     “Related Noteholder” means a registered holder of a Related Equipment Note.



     “Related Secured Obligations” means, as of any date, the outstanding principal amount
of the Related Equipment Notes issued under each Related Indenture, the accrued and unpaid interest
(including, to the extent permitted by applicable law, post-petition interest and interest on any
overdue amounts) due thereon in accordance with such Related Indenture as of such date, the Related
Make-Whole Amount, if any, with respect thereto due thereon in accordance with such Related
Indenture as of such date, and any other amounts payable as of such date under the “Operative
Documents” (as defined in each Related Indenture).



     “Related Series A Equipment Note” means, as of any date, a “Series A Equipment Note”,
as defined in each Related Indenture, but only if as of such date it is held by the “Subordination
Agent” under the “Intercreditor Agreement”, as such terms are defined in such Related Indenture.



     “Related Series B Equipment Note” means, as of any date, a “Series B Equipment Note”,
if any, as defined in each Related Indenture, but only if as of such date it is held by the
“Subordination Agent” under the “Intercreditor Agreement”, as such terms are defined in such
Related Indenture.



     “Replacement Aircraft” means the Aircraft of which a Substitute Airframe or
Replacement Airframe is part.





     “Replacement Airframe” means a Boeing [737-800]15 [757-200]16
[777-200ER]17 aircraft or a comparable or improved model of the Manufacturer (except
(a) Engines or



 




			
	15	 	To be inserted for Boeing 737-823 aircraft.
	 
	16	 	To be inserted for Boeing 757-223 aircraft.




Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-20









 










engines from time to time installed thereon and any and all Parts related to
such Engine or engines and (b) items installed or incorporated in or attached to such
airframe from time to time that are excluded from the definition of Parts by clauses (b), (c) and
(d) thereof), that shall have been made subject to the Lien of the Indenture pursuant to Section
7.05 thereof, together with all Parts relating to such aircraft.



     “Replacement Engine” means a [Engine Manufacturer and Model] engine (or an engine of
the same or another manufacturer of a comparable or an improved model and suitable for installation
and use on the Airframe with the other Engine (or any other Replacement Engine being substituted
simultaneously therewith)) that shall have been made subject to the Lien of the Indenture pursuant
to Section 7.04 or Section 7.05 thereof, together with all Parts relating to such engine, but
excluding items installed or incorporated in or attached to any such engine from time to time that
are excluded from the definition of Parts.



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



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



     “Responsible Officer” means, with respect to the Company, its Chairman of the Board,
its President, any Senior Vice President, the Chief Financial Officer, any Vice President, the
Treasurer, the Secretary or any other management employee (a) whose power to take the
action in question has been authorized, directly or indirectly, by the Board of Directors of the
Company, (b) working directly under the supervision of its Chairman of the Board, its
President, any Senior Vice President, the Chief Financial Officer, any Vice President, the
Treasurer or the Secretary and (c) whose responsibilities include the administration of the
transactions and agreements contemplated by the Participation Agreement and the Indenture.



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



     “SEC” means the United States Securities and Exchange Commission and any agency or
instrumentality of the United States government succeeding to its functions.



     “Section 1110” means Section 1110 of the Bankruptcy Code.




 




			
	17	 	To be inserted for Boeing 777-223ER aircraft.




Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-21









 











     “Secured Obligations” has the meaning specified in Section 2.06 of the Indenture.



     “Securities Account” has the meaning specified in Section 3.07 of the Indenture.



     “Securities Act” means the Securities Act of 1933, as amended from time to time.



     “Securities Intermediary” has the meaning specified in Section 3.07 of the Indenture.



     “Series” means any series of Equipment Notes, including the Series A Equipment Notes
or, if issued, any Series B Equipment Notes or any Additional Series Equipment Notes.



     “Series A” or “Series A Equipment Notes” means Equipment Notes issued and
designated as “Series A Equipment Notes” under the Indenture, in the original principal amount and
maturities as specified in Schedule I to the Indenture under the heading “Series A Equipment Notes”
and bearing interest at the Debt Rate for Series A Equipment Notes specified in Schedule I to the
Indenture.



     “Series B” or “Series B Equipment Notes” means Equipment Notes, if any, issued
and designated as “Series B Equipment Notes” under the Indenture, in the original principal amount
and maturities as specified in Schedule I to the Indenture under the heading “Series B Equipment
Notes” (as such Schedule I may be amended in connection with the issuance of such Equipment Notes
if issued after the Closing Date) and bearing interest at the Debt Rate for Series B Equipment
Notes specified in Schedule I to the Indenture (as such Schedule I may be amended in connection
with the issuance of such Equipment Notes if issued after the Closing Date).



     “Short-Term Rating” has the meaning specified in the Intercreditor Agreement.



     “Specified Person” has the meaning specified in Section 7.06(a) of the Indenture.



     “Subordination Agent” has the meaning specified in the introductory paragraph to the
Participation Agreement.



     “Substitute Airframe” means a Boeing [737-800 aircraft]18 [757-200 aircraft
approved for Extended-range Twin-engine Operations]19 [777-200ER aircraft]20
(except





 




			
	18	 	To be inserted for Boeing 737-823 aircraft.
	 
	19	 	To be inserted for Boeing 757-223 aircraft.




Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-22









 









(a) Engines or engines from time to time installed thereon and any and all Parts
related to such Engine or engines and (b) items installed or incorporated in or attached to
such airframe from time to time that are excluded from the definition of Parts by clauses (b), (c)
and (d) thereof), that shall have been made subject to the Lien of the Indenture pursuant to
Section 7.04 thereof, together with all Parts relating to such aircraft.




     “Tax” and “Taxes” mean all governmental fees (including, without limitation,
license, filing and registration fees) and all taxes (including, without limitation, franchise,
excise, stamp, value added, income, gross receipts, sales, use and property taxes), withholdings,
assessments, levies, imposts, duties or charges, of any nature whatsoever, together with any
related penalties, fines, additions to tax or interest thereon imposed, withheld, levied or
assessed by any country, taxing authority or governmental subdivision thereof or therein or by any
international authority, including any taxes imposed on any Person as a result of such Person being
required to collect and pay over withholding taxes.



     “Transportation Code” means that portion of Title 49 of the United States Code
comprising those provisions formerly referred to as the Federal Aviation Act of 1958, as amended,
or any subsequent legislation that amends, supplements or supersedes such provisions.



     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended from time to
time.



     “Trust Supplements” means (i) those agreements supplemental to the Basic Pass
Through Trust Agreement referred to in Schedule III to the Participation Agreement as of the
Closing Date, (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 any 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 Trough 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 any Additional Series Equipment Notes, an
agreement supplemental to the Basic Pass Through Trust





 




			
	20	 	To be inserted for Boeing 777-223ER aircraft.




Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-23









 









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 Trough Trust is
authorized and (c) the terms of such Additional Series Pass Through Certificates are
established.




     “UCC” means the Uniform Commercial Code as in effect in any applicable jurisdiction.



     “Underwriter” means each of the underwriters identified as such in the Underwriting
Agreement.



     “Underwriting Agreement” means that certain Underwriting Agreement, dated as of
September 27, 2011, among the Company, the Parent and the underwriters named therein, as the same
may be amended, supplemented or otherwise modified from time to time in accordance with its terms.



     “United States” means the United States of America.



     “U.S. Bank” has the meaning specified in the introductory paragraph to the
Participation Agreement.



     “Warranty Bill of Sale”21 means [the warranty (as to title) bill of sale
covering the Aircraft, executed by the Manufacturer in favor of the Company and specifically
referring to each Engine, as well as the Airframe, constituting a part of the Aircraft]
22 [, collectively, (a) the warranty (as to title) bill of sale covering the
Aircraft, executed by the Manufacturer in favor of Boeing Sales Corporation and specifically
referring to each Engine, as well as the Airframe, constituting a part of the Aircraft and
(b) the warranty (as to title) bill of sale covering the Aircraft, executed by Boeing Sales
Corporation in favor of the Company and specifically referring to each Engine, as well as the Airframe,
constituting a part of the Aircraft]23 [, collectively, (a) the warranty (as to
title) bill of sale covering the Aircraft, executed by the Manufacturer in favor of Boeing Domestic
Sales Corporation and specifically referring to each Engine, as well as the Airframe,





 




			
	21	 	To be updated, as necessary, in the event
that one or more of the Engines are not the engines referred to in such bill of
sale.
	 
	22	 	To be inserted for all Boeing 737-823
aircraft other than the aircraft with Registration Number N966AN.
	 
	23	 	To be inserted for all Boeing 757-223
aircraft and all Boeing 777-223ER aircraft.




Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-24









 









constituting
a part of the Aircraft and (b) the warranty (as to title) bill of sale covering the
Aircraft, executed by Boeing Domestic Sales Corporation in favor of the Company and specifically
referring to each Engine, as well as the Airframe, constituting a part of the
Aircraft]24.




     “Warranty Rights” means the Warranty Rights as described in Schedule I to the
Participation Agreement.





 




			
	24	 	To be inserted for the Boeing 737-823
aircraft with Registration Number N966AN.






Annex A

(American Airlines 2011-2 Aircraft EETC)

[Reg. No.]



A-25