exv4w4




Exhibit 4.4

EXECUTION
COPY



REGISTRATION RIGHTS AGREEMENT




          THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into July 31,
2009, between American Airlines, Inc., a Delaware corporation (the “Company”), and Morgan
Stanley & Co. Incorporated (“Morgan Stanley”), in its capacity as representative (the
“Representative”) of the several initial purchasers set forth in the Purchase Agreement
(together with the Representative, the “Initial Purchasers”).



          This Agreement is made pursuant to the Purchase Agreement (the “Purchase Agreement”),
dated July 27, 2009, between the Company and the Initial Purchasers, which provides for the sale by
the Company to the Initial Purchasers of $276,400,000 aggregate principal amount of the Company’s
13.0% 2009-2 Secured Notes due 2016 (the “Notes”). In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial
Purchasers and its direct and indirect transferees the registration rights set forth in this
Agreement. The execution of this Agreement is a condition to the closing under the Purchase
Agreement.



          In consideration of the foregoing, the parties hereto agree as follows:



          1. Definitions.



          As used in this Agreement, the following capitalized defined terms shall have the following
meanings:



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




          “1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time
to time.




          “Agreement” shall have the meaning set forth in the preamble.




          “Closing Date” shall mean the Closing Date as defined in the Purchase
Agreement.




          “Company” shall have the meaning set forth in the preamble and shall also
include the Company’s successors.




          “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) of this
Agreement.




      “Exchange Notes” shall mean notes issued by the Company containing terms
identical to the Notes (except that (i) interest thereon shall accrue from the last date on
which interest was paid on the Notes or, if no such interest was paid, July 31, 2009, (ii)
the Exchange Notes will not contain restrictions on transfer and (iii) the Exchange Notes
will only be available in book-entry form) and to be offered to Holders of Notes in exchange
for Notes pursuant to the Exchange Offer.



 









 






     “Exchange Offer” shall mean the exchange offer by the Company of
Exchange Notes for Registrable Notes pursuant to Section 2(a) hereof.




     “Exchange Offer Registration” shall mean a registration under the 1933 Act
effected pursuant to Section 2(a) hereof.




     “Exchange Offer Registration Statement” shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate form) and all
amendments and supplements to such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated by
reference therein.




     “Free Writing Prospectus” shall mean each free writing prospectus (as defined
in Rule 405 under the 1933 Act) prepared by or on behalf of the Company or used by the
Company in connection with a Shelf Registration.




     “Holder” shall mean the Initial Purchasers, for so long as they own any
Registrable Notes, and each of their successors, assigns and direct and indirect transferees
who become registered owners of Registrable Notes under the Indenture; provided that
for purposes of Sections 4 and 5 of this Agreement, the term “Holder” shall include
Participating Broker-Dealers (as defined in Section 4(a)).




     “Indenture” shall mean the indenture between the Company and the Trustee, dated
as of the Closing Date relating to the Notes.




     “Initial Purchasers” shall have the meaning set forth in the preamble.




     “Issuer Information” shall mean material information about the Company or the
Notes that has been provided by or on behalf of the Company.




     “Majority Holders” shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Notes; provided that whenever the
consent or approval of Holders of a specified percentage of Registrable Notes is required
hereunder, Registrable Notes held by the Company or any of its affiliates (as such term is
defined in Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent
Holders of Registrable Notes if such subsequent Holders are deemed to be such affiliates
solely by reason of their holding of such Registrable Notes) shall not be counted in
determining whether such consent or approval was given by the Holders of such required
percentage or amount.




     “Moody’s” shall mean Moody’s Investors Service, Inc.




     “Notes” shall have the meaning set forth in the preamble.



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     “Person” shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof.




     “Prospectus” shall mean the prospectus included in a Registration Statement,
including any preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to the terms of
the offering of any portion of the Registrable Notes covered by a Shelf Registration
Statement, and by all other amendments and supplements to such prospectus, and in each case
including all material incorporated by reference therein.




     “Purchase Agreement” shall have the meaning set forth in the preamble.




     “Registrable Notes” shall mean the Notes; provided, however,
that the Notes shall cease to be Registrable Notes (i) when such Notes are exchanged for
Exchange Notes, (ii) when a Registration Statement with respect to such Notes shall have
been declared effective under the 1933 Act and such Notes shall have been disposed of
pursuant to such Registration Statement, (iii) when such Notes have been sold to the public
pursuant to Rule 144 (but not Rule 144A) under the 1933 Act or (iv) when such Notes shall
have otherwise ceased to be outstanding.




     “Registration Expenses” shall mean any and all expenses incident to performance
of or compliance by the Company with this Agreement, including without limitation: (i) all
SEC, stock exchange or Financial Industry Regulatory Authority registration and filing fees,
(ii) all fees and expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable fees and disbursements of counsel for any underwriters
or Holders in connection with blue sky qualification of any of the Exchange Notes or
Registrable Notes), (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements, securities
sales agreements and other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees (it being understood that no rating agency shall be
engaged by an Initial Purchaser), (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and
disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel
for the Company and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected by the
Majority Holders and which counsel may also be counsel for the Initial Purchasers) and
(viii) the fees and disbursements of the independent public accountants of the Company,
including the expenses of any special audits or “cold comfort” letters required by or
incident to such performance and compliance, but excluding fees and expenses of counsel to
the underwriters (other than fees and expenses set forth in clause (ii) above) or the
Holders and underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Notes by a Holder.



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     “Registration Statement” shall mean any registration statement of the Company
that covers any of the Exchange Notes or Registrable Notes pursuant to the provisions of
this Agreement and all amendments and supplements to any such Registration Statement,
including post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference therein.




     “SEC” shall mean the Securities and Exchange Commission.




     “Shelf Registration” shall mean a registration effected pursuant to Section
2(b) hereof.




     “Shelf Registration Statement” shall mean a “shelf” registration statement of
the Company pursuant to the provisions of Section 2(b) of this Agreement which covers all of
the Registrable Notes on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated by
reference therein.




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




     “Stated Maturity Date” shall mean August 1, 2016.




     “TIA” shall have the meaning set forth in Section 3(1) of this Agreement.




     “Trustee” shall mean U.S. Bank Trust National Association, as trustee with
respect to the Notes under the Indenture.




     “Underwriter” shall have the meaning set forth in Section 3 hereof.




     “Underwritten Registration” or “Underwritten Offering” shall mean a
registration in which Registrable Notes are sold to an Underwriter for reoffering to the
public.




     2. Registration Under the 1933 Act and Ratings.



         (a) To the extent not prohibited by any applicable law or applicable interpretation of the
Staff of the SEC, the Company shall use its reasonable best efforts to cause to be filed an
Exchange Offer Registration Statement covering the offer by the Company to the Holders who are not
prohibited by any law or policy of the SEC, or applicable interpretation of the Staff of the SEC,
from participating in the Exchange Offer to exchange all of the Registrable Notes for Exchange
Notes, to have the Exchange Offer Registration Statement declared effective and to have such
Registration Statement remain effective until the closing of the Exchange Offer. The Company shall
commence the Exchange Offer promptly after the Exchange Offer Registration Statement has been
declared effective by the SEC and use its reasonable best efforts to have the Exchange Offer
consummated not later than December 31, 2009. The Company shall commence the Exchange Offer by
mailing the related exchange offer Prospectus and accompanying documents to each Holder, through
DTC or otherwise, stating in such Prospectus



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or accompanying documents, in addition to such other disclosures as are required by applicable
law:





     (i) that the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Notes validly tendered and not withdrawn will be accepted for exchange;




     (ii) the dates of acceptance for exchange (which shall be a period of at least 20
business days from the date such notice is mailed) (the “Exchange Dates”);




     (iii) that any Registrable Note not tendered will remain outstanding and continue to
accrue interest, but will not retain any rights under this Registration Rights Agreement;




     (iv) that Holders electing to have a Registrable Note exchanged pursuant to the
Exchange Offer will be required to surrender such Registrable Note, together with the
enclosed letters of transmittal, to the institution and at the address (located in the
Borough of Manhattan, The City of New York) specified in the notice prior to the close of
business on the last Exchange Date; and




     (v) that Holders will be entitled to withdraw their election, not later than the close
of business on the last Exchange Date, by sending to the institution and at the address
(located in the Borough of Manhattan, The City of New York) specified in the notice a
telegram, facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Notes delivered for exchange and a statement that such
Holder is withdrawing his election to have such Notes exchanged.




     As soon as practicable after the last Exchange Date, the Company shall:




     (i) accept for exchange Registrable Notes or portions thereof tendered and not validly
withdrawn pursuant to the Exchange Offer; and




     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable
Notes or portions thereof so accepted for exchange by the Company and issue, and cause the
Trustee to promptly authenticate and mail to each Holder, an Exchange Note equal in
principal amount to the principal amount of the Registrable Notes surrendered by such
Holder.


The Company shall use its reasonable best efforts to complete the Exchange Offer as provided above
and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other
applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall
not be subject to any conditions, other than that the Exchange Offer does not violate applicable
law or any applicable interpretation of the Staff of the SEC. The Company shall inform the Initial
Purchasers of the names and addresses known to the Company (including through DTC) of the Holders
to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to
applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Notes in
the Exchange Offer.




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If the Company effects the Exchange Offer, the Company shall be entitled to close the Exchange
Offer twenty (20) business days after such commencement (provided that the Company has accepted all
the Notes theretofore validly tendered and not withdrawn in accordance with the terms of the
Exchange Offer).



Each Holder participating in the Exchange Offer shall be required to represent to the Company in
writing that at the time of the consummation of the Exchange Offer (i) any Exchange Notes received
by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any Person to participate in the distribution (within the
meaning of the 1933 Act) of the Notes or the Exchange Notes, (iii) such Holder is not an affiliate
of the Company within the meaning of Rule 405 under the 1933 Act, (iv) if such Holder is not a
broker dealer, that it is not engaged in and does not intend to engage in, the distribution of the
Exchange Notes and (v) if such Holder is a broker dealer, that it will receive Exchange Notes for
its own account in exchange for Notes that were acquired as a result of market making activities or
other trading activities and that it will be required to acknowledge that it will deliver a
prospectus in connection with the resale of such Exchange Notes.




          (b) In the event that the Company determines that the Exchange Offer Registration provided for
in Section 2(a) above is not available or may not be consummated as soon as practicable after the
last Exchange Date because it would violate applicable law or the applicable interpretations of the
Staff of the SEC, the Company shall, in lieu of effecting the registration of the Exchange Notes
pursuant to the Exchange Offer Registration Statement and at no cost to the holders of the
Registrable Notes, (i) as promptly as practicable, file with the SEC a shelf registration statement
covering resales of the Registrable Notes (the “Shelf Registration Statement”), (ii) use
its reasonable best efforts to cause the Shelf Registration Statement to be declared effective
under the Securities Act by December 31, 2009 and (iii) use its reasonable best efforts to keep
effective the Shelf Registration Statement for a period of one year after its effective date (or
for such shorter period as shall end when all of the Registrable Notes covered by the Shelf
Registration Statement have been sold pursuant thereto or may be freely sold pursuant to Rule 144
under the Securities Act). The Company further agrees to supplement or amend the Shelf
Registration Statement if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or by the 1933 Act or
by any other rules and regulations thereunder for shelf registration or if reasonably requested by
a Holder with respect to information relating to such Holder, and to use its best efforts to cause
any such amendment to become effective and such Shelf Registration Statement to become usable as
soon as thereafter practicable. The Company agrees to furnish to the Holders of Registrable Notes
copies of any such supplement or amendment promptly after its being used or filed with the SEC.



          (c) The Company shall use its reasonable best efforts to have the Notes and the Exchange Notes
rated by each of Moody’s and Standard & Poor’s on or prior to December 31, 2009.



          (d) The Company shall pay all Registration Expenses in connection with the registration
pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Notes pursuant to the Shelf Registration Statement.



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          (e) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective
unless it has been declared effective by the SEC. As provided for in the Indenture, if (i) neither
the Exchange Offer is consummated nor the Shelf Registration Statement is declared effective on or
prior to December 31, 2009, or (ii) the Notes or the Exchange Notes, as the case may be, have not
been rated by each of Moody’s and Standard & Poor’s on or prior to December 31, 2009, the interest
rate on the Notes and the Exchange Notes will be increased by 1.00% per annum effective as of
January 1, 2010. If the Shelf Registration Statement ceases to be effective for more than 60 days,
whether or not consecutive, during the period that it is required to be effective pursuant to
Section 2(b), the interest rate per annum borne by the Notes shall be increased by 1.00% from the
61st day until such time as the Shelf Registration Statement again becomes effective;
provided that for the purpose of this sentence, the Shelf Registration Statement shall be
deemed to have ceased to be effective during any period in which the offering of Registrable Notes
pursuant to the Shelf Registration Statement is interfered with by any stop order, injunction or
other order or requirement of the SEC or any other governmental agency or court.



          (f) The maximum possible increase in the interest rate per annum on the Notes and the Exchange
Notes pursuant to Section 2(e) hereof, at any time, shall be 1.00%.



          (g) Without limiting the remedies available to the Initial Purchasers and the Holders, the
Company acknowledges that any failure by the Company to comply with its obligations under Section
2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be possible to measure
damages for such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to specifically enforce the
Company’s obligations under Section 2(a) and Section 2(b) hereof.



          3. Registration Procedures.



          In connection with the obligations of the Company with respect to the Registration Statements
pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as reasonably expeditiously as
possible:




     (a) prepare and file with the SEC a Registration Statement on the appropriate form
under the 1933 Act, which form (x) shall be selected by the Company, (y) shall, in the case
of a Shelf Registration, be available for the sale of the Registrable Notes by the selling
Holders thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements required by the SEC
to be filed therewith, and use its reasonable best efforts to cause such Registration
Statement to become effective and remain effective in accordance with Section 2 hereof;




     (b) prepare and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement effective for
the applicable period under this Agreement and cause each Prospectus to be supplemented by
any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the 1933 Act; to keep each



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Prospectus current during the period described under Section 4(3) and Rule 174 under
the 1933 Act that is applicable to transactions by brokers or dealers with respect to the
Registrable Notes or Exchange Notes;




     (c) in the case of a Shelf Registration, furnish to each Holder of Registrable Notes,
to counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of
an Underwritten Offering of Registrable Notes, if any, without charge, as many copies of
each Prospectus, including each preliminary Prospectus, and any amendment or supplement
thereto and such other documents as such Holder or Underwriter may reasonably request, in
order to facilitate the public sale or other disposition of the Registrable Notes; and the
Company consents to the use of such Prospectus and any amendment or supplement thereto in
accordance with applicable law by each of the selling Holders of Registrable Notes and any
such Underwriters in connection with the offering and sale of the Registrable Notes covered
by and in the manner described in such Prospectus or any amendment or supplement thereto in
accordance with applicable law;




     (d) use its reasonable best efforts to register or qualify the Registrable Notes under
all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of
Registrable Notes covered by a Registration Statement shall reasonably request in writing by
the time the applicable Registration Statement is declared effective by the SEC, to
cooperate with such Holders in connection with any filings required to be made with the
Financial Industry Regulatory Authority and do any and all other acts and things which may
be reasonably necessary or advisable to enable such Holder to consummate the disposition in
each such jurisdiction of such Registrable Notes owned by such Holder; provided,
however, that the Company shall not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not otherwise be
required to qualify but for this Section 3(d), (ii) file any general consent to service of
process or (iii) subject itself to taxation in any such jurisdiction if it is not so
subject;



     (e) in the case of a Shelf Registration, notify each Holder of Registrable Notes who
has provided contact information to the Company, counsel for the Holders and counsel for the
Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such
advice in writing (i) when a Shelf Registration Statement has become effective and when any
post-effective amendment thereto has been filed and becomes effective, (ii) of any request
by the SEC or any state securities authority for amendments and supplements to a Shelf
Registration Statement and Prospectus or for material additional information after the Shelf
Registration Statement has become effective, (iii) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a Shelf Registration
Statement or the initiation of any proceedings for that purpose, (iv) if, between the
effective date of a Shelf Registration Statement and the closing of any sale of Registrable
Notes covered thereby, the representations and warranties of the Company contained in any
underwriting agreement, securities sales agreement or other similar agreement, if any,
relating to the offering cease to be true and correct in all material respects or if the
Company receives any notification with respect to the suspension of the qualification of the
Registrable Notes for sale in any jurisdiction or the initiation of any proceeding for such
purpose,



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(v)
of the happening of any event during the period a Shelf Registration Statement is
effective which makes any statement made in such Shelf Registration Statement or the related
Prospectus untrue in any material respect or which requires the making of any changes in
such Shelf Registration Statement or Prospectus in order to make the statements therein (in
the case of the Prospectus, in the light of the circumstances under which they were made)
not misleading and (vi) of any determination by the Company that a post-effective amendment
to a Registration Statement would be appropriate;




     (f) make every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible moment and provide
immediate notice to each Holder of the withdrawal of any such order;




     (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Notes,
without charge, at least one conformed copy of each Shelf Registration Statement and any
post-effective amendment thereto (without documents incorporated therein by reference or
exhibits thereto, unless requested);




     (h) in the case of a Shelf Registration, cooperate with the selling Holders of
Registrable Notes to facilitate the timely preparation and delivery of notes representing
Registrable Notes to be sold and not bearing any restrictive legends, and enable such
Registrable Notes to be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders may reasonably request at
least two business days prior to the closing of any sale of Registrable Notes;




     (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(e)(v) hereof, use its reasonable best efforts to prepare and file with the SEC
a supplement or post-effective amendment to a Shelf Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable Notes, such
Prospectus will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The Company agrees to notify the Holders to
suspend use of the Prospectus as promptly as practicable after the occurrence of such an
event, and the Holders hereby agree to suspend use of the Prospectus until the Company has
amended or supplemented the Prospectus to correct such misstatement or omission;




     (j) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement to a
Prospectus or any document which is to be incorporated by reference into a Registration
Statement or a Prospectus after initial filing of a Registration Statement, provide copies
of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders and their counsel) and make such of the representatives
of the Company as shall be reasonably requested by the Initial Purchasers or their counsel
(and, in the case of a Shelf Registration Statement, the Holders or their counsel) available
for discussion of such document, and shall not at any time file or make any amendment to the
Registration Statement, any Prospectus or any amendment of or



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supplement to a Registration Statement or a Prospectus or any document which is to be
incorporated by reference into a Registration Statement or a Prospectus, of which the
Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement,
the Holders and their counsel) shall not have previously been advised and furnished a copy
or to which the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Holders or their counsel) shall reasonably object, except for
any amendment or supplement or document (a copy of which has been previously furnished to
the Initial Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Holders and their counsel)) which counsel to the Company shall advise the
Company in writing is required in order to comply with applicable law; the Initial
Purchasers agree that, if they receive timely notice and documents under this clause (j),
they will not take actions or make objections under this clause (j) such that the Company is
unable to comply with its obligations under Section 2(a) or Section 2(b) hereof;




     (k) obtain a CUSIP number for each of the Exchange Notes or the Registrable Notes, as
the case may be, not later than the effective date of a Registration Statement;




     (l) cause the Indenture to be qualified under the Trust Indenture Act of 1939, as
amended (the “TIA”), in connection with the registration of the Exchange Notes or
Registrable Notes, as the case may be, cooperate with the Trustee and the Holders to effect
such changes to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and execute, and use its reasonable best efforts to
cause the Trustee to execute, all documents as may be required to effect such changes and
all other forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;




     (m) in the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Notes, any Underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and attorneys and accountants
designated by the Holders, at reasonable times and in a reasonable manner, all financial and
other records, pertinent documents and properties of the Company, and cause the respective
officers, directors and employees of the Company to supply all information reasonably
requested by any such representative, Underwriter, attorney or accountant in connection with
a Shelf Registration Statement; provided, however, that any records,
information or documents that are reasonably designated by the Company as confidential at
the time of delivery of such records, information or documents shall be kept confidential by
such persons, unless (i) such records, information or documents are in the public domain or
otherwise publicly available, (ii) disclosure of such records, information or documents is
required by court or administrative order or is necessary to respond to inquiries of
regulatory authorities (subject to the requirements of such order, and only after such
person shall have given the Company prompt, and, if possible, at least 48 hours, prior
written notice of such requirements so that the Company, at its expense, may undertake
appropriate action to prevent disclosure of such information or records; provided
that, should it be determined their disclosure is required, such person will take all
precautions in consultation with the Company to preserve the confidentiality of such
records, information or documents), (iii) disclosure of such records, information or



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documents is required by law (including any disclosure requirements pursuant to federal
securities laws in connection with the filing of any Registration Statement or the use of
any Prospectus referred to in this Agreement) or (iv) such records, information or documents
become available to any such person from a source other than the Company and that such
person reasonably believes was entitled to disclose such records, information or documents
to such person, and such sources is not subject to any contractual, legal, fiduciary or
other obligation of confidentiality;




     (n) if reasonably requested by any Holder of Registrable Notes covered by a
Registration Statement, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such Holder
reasonably requests to be included therein and (ii) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as the Company has received
notification of the matters to be incorporated in such filing; and




     (o) in the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those requested by the Holders of
a majority of the Registrable Notes being sold) in order to expedite or facilitate the
disposition of such Registrable Notes including, but not limited to, an Underwritten
Offering and in such connection, (i) to the extent possible, make such representations and
warranties to the Holders and any Underwriters of such Registrable Notes with respect to the
business of the Company and its subsidiaries, the Registration Statement, Prospectus and
documents incorporated by reference or deemed incorporated by reference, if any, in each
case, in form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of
counsel to the Company (which counsel and opinions, in form, scope and substance, shall be
reasonably satisfactory to the Holders of a majority in principal amount of Registrable
Notes being sold and such Underwriters and their respective counsel) addressed to each
selling Holder and Underwriter of Registrable Notes, covering the matters customarily
covered in opinions requested in connection with underwritten firm commitment offerings,
(iii) obtain “cold comfort” letters from the independent certified public accountants of the
Company (and, if necessary, any other certified public accountant of any subsidiary of the
Company, or of any business acquired by the Company for which financial statements and
financial data are or are required to be included in the Registration Statement) addressed
to each selling Holder and Underwriter of Registrable Notes, such letters to be in customary
form and covering matters of the type customarily covered in “cold comfort” letters in
connection with underwritten firm commitment offerings, and (iv) deliver such documents and
certificates as may be reasonably requested by the Holders of a majority in principal amount
of the Registrable Notes being sold or the Underwriters, and which are customarily delivered
in underwritten offerings, to evidence the continued validity of the representations and
warranties of the Company made pursuant to clause (i) above and to evidence compliance with
any customary conditions contained in an underwriting agreement.



         In the case of a Shelf Registration Statement, the Company may require each Holder of
Registrable Notes to furnish to the Company such information regarding the Holder and the proposed
distribution by such Holder of such Registrable Notes as the Company may



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from time to time reasonably request in writing. The Company may exclude from such
registrations the Registrable Note of any Holder who fails to furnish such information within 30
days after receiving such request.





          In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in Section 3(e)(v)
hereof, such Holder will forthwith discontinue disposition of Registrable Notes pursuant to a Shelf
Registration Statement until such Holder’s receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder
will deliver to the Company (at the Company’s expense) all copies in its possession, other than
permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable
Notes current at the time of receipt of such notice. If the Company shall give any such notice to
suspend the disposition of Registrable Notes pursuant to a Registration Statement, the Company
shall extend the period during which the Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from and including the date of
the giving of such notice to and including the date when the Holders shall have received copies of
the supplemented or amended Prospectus necessary to resume such dispositions. The Company may give
any such notice only twice during any 365-day period and any such suspensions may not exceed 45
days for each suspension and there may not be more than two suspensions in effect during any
365-day period.




          The Holders of Registrable Notes covered by a Shelf Registration Statement who desire to do so
may sell such Registrable Notes in an Underwritten Offering. In any such Underwritten Offering if
requested by the Majority Holders, the investment banker or investment bankers and manager or
managers (the “Underwriters”) that will administer the offering will be selected by the
Majority Holders of the Registrable Notes included in such offering, subject to the consent of the
Company (which shall not be unreasonably withheld).




          4. Participation of Broker-Dealers in Exchange Offer.




          (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange
Notes for its own account in the Exchange Offer in exchange for Notes that were acquired by such
broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the 1933 Act and
must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of
such Exchange Notes.




          The Company understands that it is the Staff’s position that if the Prospectus contained in
the Exchange Offer Registration Statement includes a plan of distribution containing a statement to
the above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes,
without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by
them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the 1933 Act in connection with resales of Exchange Notes for their own
accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act.



12









 





          (b) In light of Section 4(a), notwithstanding the other provisions of this Agreement, the
Company agrees that the provisions of this Agreement as they relate to a Shelf Registration shall
also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications
thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating
Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate
the disposition of any Exchange Notes by Participating Broker-Dealers consistent with the positions
of the Staff recited in Section 4(a) above; provided that:




     (i) the Company shall not be required to amend or supplement the Prospectus contained
in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section
3(i), (A) after the Participating Broker-Dealers shall have disposed of the Registrable
Notes or (B) for a period exceeding 90 days after the last Exchange Date (as such period may
be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and
Participating Broker-Dealers shall not be authorized by the Company to deliver and shall not
deliver such Prospectus after such period in connection with the resales contemplated by
this Section 4; and




     (ii) the application of the Shelf Registration procedures set forth in Section 3 of
this Agreement to an Exchange Offer Registration, to the extent not required by the
positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder,
will be in conformity with the reasonable request to the Company by the Initial Purchasers
or with the reasonable request in writing to the Company by one or more broker-dealers who
certify to the Initial Purchasers and the Company in writing that they anticipate that they
will be Participating Broker-Dealers; and provided further that, in
connection with such application of the Shelf Registration procedures set forth in Section 3
to an Exchange Offer Registration, the Company shall be obligated (x) to deal only with one
entity representing the Participating Broker-Dealers, which shall be Morgan Stanley unless
it elects not to act as such representative, (y) to pay the fees and expenses of only one
counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial
Purchasers unless such counsel elects not to so act and (z) to cause to be delivered only
one, if any, “cold comfort” letter with respect to the Prospectus in the form existing on
the last Exchange Date and with respect to each subsequent amendment or supplement, if any,
effected during the period specified in clause (i) above.



          (c) The Initial Purchasers shall have no liability to the Company or any Holder with respect
to any request that it may make pursuant to Section 4(b) above.



          5. Indemnification and Contribution.



          (a) The Company agrees to indemnify and hold harmless the Initial Purchasers, each Holder and
each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either
Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is
controlled by, any Initial Purchaser or any Holder, from and against all losses, claims, damages
and liabilities (including, without limitation, any legal or other expenses reasonably incurred by
the Initial Purchasers, any Holder or any such controlling or affiliated Person in connection with
defending or investigating any such action or claim) caused by any untrue statement or alleged
untrue statement of a material fact contained in any



13









 




Registration Statement (or any amendment thereto) pursuant to which Exchange Notes or
Registrable Notes were registered under the 1933 Act, including all documents incorporated therein
by reference, or caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, or caused
by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus
(as amended or supplemented if the Company shall have furnished any amendments or supplements
thereto), any Free Writing Prospectus or any Issuer Information filed or required to be filed
pursuant to Rule 433(d) under the 1933 Act in each case, taken together with the prospectus, or
caused by any omission or alleged omission to state therein a material fact necessary to make the
statements therein in the light of the circumstances under which they were made not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon information relating to
the Initial Purchasers or any Holder furnished to the Company in writing through Morgan Stanley or
any selling Holder expressly for use therein. In connection with any Underwritten Offering
permitted by Section 3, the Company will also indemnify the Underwriters, if any, and dealers
participating in the distribution, their officers and directors and each Person who controls such
Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above
with respect to the indemnification of the Holders, if requested in connection with any
Registration Statement.




          (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company,
the Initial Purchasers and the other selling Holders, and each of their respective directors,
officers who sign the Registration Statement and each Person, if any, who controls the Company, any
Initial Purchaser and any other selling Holder within the meaning of either Section 15 of the 1933
Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company to
the Initial Purchasers and the Holders, but only with reference to information relating to such
Holder furnished to the Company in writing by such Holder expressly for use in any Registration
Statement (or any amendment thereto), any Prospectus (or any amendment or supplement thereto) or
any Free Writing Prospectus.



          (c) In case any proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a)
or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the
Person against whom such indemnity may be sought (the “indemnifying party”) in writing and
the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the reasonable fees and
disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named
parties to any such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood that
the indemnifying party shall not, in connection with any proceeding or related proceedings in the
same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Initial Purchasers and all Persons, if any,



14









 




who control any Initial Purchaser within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act, (b) the fees and expenses of more than one separate firm (in addition
to any local counsel) for the Company, its directors, its officers who sign the Registration
Statement and each Person, if any, who controls the Company within the meaning of either such
Section and (c) the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of
either such Section, and that all such fees and expenses shall be reimbursed as they are incurred.
In such case involving the Initial Purchasers and Persons who control the Initial Purchasers, such
firm shall be designated in writing by the Initial Purchasers. In such case involving the Holders
and such Persons who control Holders, such firm shall be designated in writing by the Majority
Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party
shall not be liable for any settlement of any proceeding effected without its written consent but,
if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or liability by reason of
such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 90 days after receipt
by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party for such fees and expenses of counsel in accordance with such
request prior to the date of such settlement. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which such indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims that are the subject
matter of such proceeding.




          (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or
liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and
of the indemnified party or parties on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and the Holders shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Holders’
respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the
respective principal amount of Registrable Notes of such Holder that were registered pursuant to a
Registration Statement.



          (e) The Company and each Holder agree that it would not be just or equitable if contribution
pursuant to this Section 5 were determined by pro rata allocation or by any other



15









 




method of allocation that does not take account of the equitable considerations referred to in
paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or
contribute any amount in excess of the amount by which the total price at which Registrable Notes
were sold by such Holder exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any indemnified party at
law or in equity.




          The indemnity and contribution provisions contained in this Section 5 shall remain operative
and in full force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of the Initial Purchasers, any Holder or any Person controlling
any Initial Purchaser or any Holder, or by or on behalf of the Company, its officers or directors
or any Person controlling the Company, (iii) acceptance of any of the Exchange Notes and (iv) any
sale of Registrable Notes pursuant to a Shelf Registration Statement.



          6. Miscellaneous.



          (a) No Inconsistent Agreements. The Company has not entered into, and on or after the
date of this Agreement will not enter into, any agreement which is inconsistent with the rights
granted to the Holders of Registrable Notes in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company’s other issued and
outstanding securities under any such agreements.



          (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Notes affected by such amendment, modification, supplement, waiver or consent;
provided, however, that no amendment, modification, supplement, waiver or consent
to any departure from the provisions of Section 5 hereof shall be effective as against any Holder
of Registrable Notes unless consented to in writing by such Holder.



          (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telecopier, or any courier
guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such
Holder to the Company by means of a notice given in accordance with the provisions of this Section
6(c), which address initially is, with respect to the Initial Purchasers, c/o Morgan Stanley & Co.
Incorporated, 1585 Broadway, 29th Floor, New York, New York 10036, facsimile no. (212)
507-8999, attention Investment Banking Division; and (ii) if to the Company, initially



16









 




at P.O. Box 619616, Dallas/Fort Worth Airport, Texas 75261-9616, facsimile no. (817) 967-2199,
attention of the Treasurer and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 6(c).




          All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next business
day if timely delivered to an air courier guaranteeing overnight delivery.



          Copies of all such notices, demands, or other communications shall be concurrently delivered
by the Person giving the same to the Trustee, at the address specified in the Indenture.



          The Company shall notify all holders of the Notes and, if any, the Exchange Notes if it
satisfied the obligations set forth in (i) Section 2(a) or Section 2(b) and (ii) Section 2(e)(i)
and whether or not the interest rate on the Notes and, if any, the Exchange Notes will be increased
pursuant to Section 2(e) hereof no later than January 15, 2010, which notification may be
transmitted through the facilities of DTC, by press release or by such other means as the Company
may reasonably determine.



          (d) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors, assigns and transferees of each of the parties, including, without
limitation and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other disposition of
Registrable Notes in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Notes, in any manner, whether by operation of
law or otherwise, such Registrable Notes shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Notes such Person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers
(in their capacity as Initial Purchasers) shall have no liability or obligation to the Company with
respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the
obligations of such Holder under this Agreement.



          (e) Purchases and Sales of Notes. The Company shall not, and shall use its best
efforts to cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and
then resell or otherwise transfer any Notes prior to the consummation of the Exchange Offer or a
Shelf Registration Statement being declared effective.



          (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the
other hand, and shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.



          (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed



17









 




shall be deemed to be an original and all of which taken together shall constitute one and the
same agreement.




          (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



          (i) Governing Law. This Agreement shall be governed by the laws of the State of New
York.



          (j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.




18









 





          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	AMERICAN AIRLINES, INC.

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


and Treasurer 	 
	 



Registration Rights Agreement Signature Page




 









 





Confirmed and accepted as of
the date first above written:




MORGAN STANLEY & CO. INCORPORATED




	 	 	 	 	 
	 	 	 
	By:  	/s/ Yurij Slyz
 	 	 
	 	Name:  	Yurij Slyz 	 	 
	 	Title:  	Vice President 	 	 
	 



As Representative of the several Initial Purchasers




Registration Rights Agreement Signature Page