exv4w3






EXHIBIT 4.3




[FORM OF NOTE]




     [THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT (A)
IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
(B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR (C) IT IS
NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT PRIOR TO EXPIRATION OF
THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITIES UNDER RULE 144(d) UNDER THE SECURITIES ACT
(OR ANY SUCCESSOR PROVISION) OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER (EACH A
“TRANSFER”) THIS SECURITY EXCEPT: (I) (A) TO A QUALIFIED INSTITUTIONAL
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (B) INSIDE THE UNITED STATES
TO AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING $250,000 OR MORE AGGREGATE PRINCIPAL AMOUNT OF
SUCH SECURITIES THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY
(THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (C) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER) OR
(F) TO AMERICAN AIRLINES, INC. OR ANY SUBSIDIARY THEREOF; AND (II) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER APPLICABLE
JURISDICTIONS; (3) AGREES THAT PRIOR TO ANY TRANSFER PRIOR TO THE EXPIRATION OF THE HOLDING
PERIOD REFERRED TO IN CLAUSE (2) ABOVE (OTHER THAN A TRANSFER



1




 









 




PURSUANT TO CLAUSE (2)(I)(E) ABOVE), IT WILL FURNISH TO THE TRUSTEE, THE REGISTRAR AND
AMERICAN AIRLINES, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4)
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR
TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITIES UNDER RULE 144(d)
UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX
SET FORTH BELOW ON THIS SECURITY RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY
TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITIES
PURSUANT TO CLAUSE (2)(I)(E) ABOVE OR UPON ANY TRANSFER OF THE SECURITIES UNDER RULE 144(d) UNDER
THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”
“UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE
SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.]1




     [EXCEPT AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN), BENEFICIAL OWNERSHIP INTERESTS IN
THIS SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN ANY OTHER SECURITY REPRESENTING AN INTEREST
IN THE SECURITIES REPRESENTED HEREBY UNTIL THE EXPIRATION OF THE “40 DAY DISTRIBUTION
COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES
ACT). DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS
SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED TO, OR FOR THE ACCOUNT OR BENEFIT OF, A
“U.S. PERSON” (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT IN COMPLIANCE WITH RULE
144A





 




			
	1	 	To be included on each Initial Note.







2




 









 




AND REGULATION S UNDER THE SECURITIES ACT AND WITH ARTICLE II OF THE INDENTURE REFERRED TO
HEREIN.]2




     [UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO AMERICAN AIRLINES, INC. OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IN EXCHANGE FOR THIS
SECURITY IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN SECTIONS 2.04, 2.05 AND 2.06 OF THE INDENTURE REFERRED TO HEREIN.]3



     BY ITS ACQUISITION OR ACCEPTANCE HEREOF OR ANY INTEREST HEREIN, THE HOLDER HEREOF OR OF SUCH
INTEREST REPRESENTS THAT EITHER: (A) NO ASSETS OF (I) AN EMPLOYEE BENEFIT PLAN
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), (II) A PLAN DESCRIBED IN SECTION 4975(E)(I) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”), (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE
DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR (IV) A FOREIGN,
GOVERNMENTAL OR CHURCH PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR FOREIGN LAW OR
REGULATION THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
(“SIMILAR LAW”), HAVE BEEN USED TO ACQUIRE THIS





 




			
	2	 	To be included on each Temporary Regulation S Global
Note.
	 
	3	 	To be included on each Global Note.







3




 









 




SECURITY OR ANY INTEREST HEREIN; OR (B) THE ACQUISITION AND HOLDING OF THIS SECURITY
OR ANY INTEREST HEREIN BY THE HOLDER ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF
ERISA AND THE CODE OR ANY SIMILAR PROVISION OF SIMILAR LAW, AS APPLICABLE, PURSUANT TO ONE OR MORE
PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS.




			
	 	 	 
	No. [___]
	 	CUSIP No. [___]
	 
	 	ISIN No. [___]
	 
	 	$ [___]






[REGULATION S]4 [GLOBAL]5




[INITIAL]6 [EXCHANGE]7 13.0% 2009-2 SECURED NOTE DUE 2016




     AMERICAN AIRLINES, INC., a Delaware corporation (the “Company”), promises to pay to
[                    ], or the registered assignee thereof, the principal sum of [                    ] DOLLARS in
installments on each February 1 and August 1 of each year, commencing February 1, 2010 (each, a
“Payment Date”), as set forth in clause 2 below, with the final installment due and payable
on August 1, 2016, subject to earlier payment and reductions as provided in this Note and in the
Indenture referred to below. This Note shall bear interest on the unpaid principal amount from
time to time outstanding from the most recent Payment Date to which interest has been paid or made
available for payment (or, if no interest has been paid or made so available, from the date of
issuance of this Note) at the Debt Rate (as defined in the Indenture referred to below) (calculated
on the basis of a 360-day year consisting of twelve 30-day months), payable in arrears on each
Payment Date until the principal amount hereof has been paid or made available for payment in full.
This Note shall bear interest, payable on demand, at the Past Due Rate (as defined in the
Indenture referred to below) (calculated on the basis of a 360-day year consisting of twelve 30-day
months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount
(as defined in the Indenture referred to below),





 




			
	4	 	To be included on each Regulation S Definitive Note and
each Regulation S Global Note.
	 
	5	 	To be included on each Global Note.
	 
	6	 	To be included on each Initial Note.
	 
	7	 	To be included on each Exchange Note.







4




 









 




if any, interest and any other amounts payable hereunder not paid when due for any period
during which the same shall be overdue, in each case for the period the same is overdue. Amounts
shall be overdue under this Note if not paid in the manner provided in this Note or in the
Indenture (whether at stated maturity, by acceleration or otherwise).




     Notwithstanding anything to the contrary contained herein, if any date on which a payment
under this Note becomes due and payable is not a Business Day (as defined in the Indenture referred
to below), then such payment shall not be made on such scheduled date but shall be made on the next
succeeding Business Day with the same force and effect as if made on such scheduled date and
without additional interest.



     1. General. This Note is one of a duly authorized issue of Notes of the Company
designated as “13.0% 2009-2 Secured Notes due 2016” (herein, called the “Notes”), limited
in aggregate principal amount to $276,400,000, issued, authenticated and delivered pursuant to the
Indenture and Security Agreement, dated as of July 31, 2009 (the “Indenture”), between the
Company and U.S. Bank Trust National Association, not in its individual capacity, except as
expressly stated therein, but solely as Trustee (the “Trustee”). To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in
the Indenture. This Note is subject to the terms, provisions and conditions of the Indenture. To
the extent any provision of this Note conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. Reference is hereby made to the
Indenture, the Aircraft Security Agreement and the other Operative Documents for a complete
statement of the rights and obligations of the holders of, and the nature and extent of the
security for, this Note. By virtue of its acceptance hereof, the holder of this Note assents to
and agrees to be bound by all the terms of this Note, the Indenture and the other Operative
Documents.



     2. Principal Installments. On each Payment Date, the Noteholder hereof will receive a
payment of principal equal to the percentage for such payment specified in Schedule I hereto for
such Payment Date multiplied by the original principal amount of this Note which is set forth in
the first paragraph of this Note, subject to reduction as provided in clause 6 hereof and in
Section 2.07(b) of the Indenture.



     3. Record Dates. Except as otherwise provided in Section 4.08 of the Indenture, the
Person in whose name this Note is registered at the close of business on any Record Date with
respect to any Payment Date shall be entitled to receive the interest and installment of principal
payable on such Payment Date to the extent provided in this Note, except if and to the extent the
Company shall default in the payment of any interest or installment of principal due on such
Payment Date and such defaulted interest or installment of principal is not received by the Trustee
on or within five days after the Payment Date relating thereto, in which case any defaulted
interest or installment of principal to be paid on this Note pursuant to the Indenture shall be
paid to the Person in





5




 









 




whose name this Note is registered at the close of business on the applicable Special Record
Date.




     4. Mandatory Redemption.



     If on or prior to the Cut-Off Date an Event of Loss occurs with respect to an Eligible
Aircraft that has not been subjected to the Lien of the Aircraft Security Agreement (or an event
occurs that would constitute an Event of Loss with respect to such Eligible Aircraft but for the
requirement that notices be given or time elapse or both) and, consequently, no Aircraft Closing
shall have occurred with respect to such Eligible Aircraft prior to the Cut-Off Date, the Company
shall redeem this Note and all the other Notes in part, on a pro rata basis, on January 5, 2010
(the “Cut-Off Redemption Date”) at the redemption price specified in Section 2.19(a) of the
Indenture, which redemption price will be applied in accordance with Article III of the Indenture.



     If no Aircraft Closing shall have occurred with respect to an Eligible Aircraft on or prior to
the Cut-Off Date for a reason other than circumstances provided in clause 3(a) above, the Company
shall redeem this Note and all the other Notes in part, on a pro rata basis, on the Cut-Off
Redemption Date at the redemption price specified in Section 2.19(b) of the Indenture, which
redemption price will be applied in accordance with Article III of the Indenture.



     The Company shall redeem this Note and all the other Notes in part, on a pro rata basis, in
connection with an Event of Loss in respect of any Airframe (or any Airframe and Engines installed
thereon) (unless the Company shall have performed the option to substitute a Replacement Airframe
for such Airframe set forth in Section 7.05(a)(i) of the Aircraft Security Agreement with respect
thereto) on or before the Loss Payment Date with respect to such Airframe that suffered such Event
of Loss at the redemption price specified in Section 2.19(c) of the Indenture, which redemption
price will be applied in accordance with Article III of the Indenture.



     5. Voluntary Redemption. The Company may redeem this Note and all the other Notes at
any time upon prior notice to the Trustee in accordance with clause 6 below, and this Note and all
the other Notes shall be redeemed in whole at the redemption price specified in Section 2.20 of the
Indenture, which redemption price will be applied in accordance with Article III of the Indenture.



     6. Notice of Redemption. The Trustee shall mail a notice of any redemption of this
Note at least 15 days but not more than 60 days prior to the applicable redemption date to the
Person in whose name this Note is registered in the Register at such Person’s address appearing in
the Register. The notice shall identify the principal amount of this Note called for redemption
and shall state, among others, the redemption date and the





6




 









 




redemption price determined in accordance with clause 4 or 5 above, as applicable. Once a
notice of redemption is given, the principal amount of this Note called for redemption will become
due and payable on the redemption date at the redemption price and, on and after such redemption
date (unless such redemption price shall not have been made available on the redemption date), such
principal amount shall cease to bear interest and the remaining principal installments on this Note
will be reduced as provided in Section 2.07(b) of the Indenture, whether or not the redemption
price for this Note has been collected. Once called for redemption, whether in whole or in part,
this Note must be surrendered to the Paying Agent to collect the redemption price. Upon surrender
to the Paying Agent, this Note shall be paid at the applicable redemption price.




     7. Method of Payment. The Paying Agent shall distribute amounts payable to the
Noteholder of this Note by check mailed to such Noteholder at its address appearing in the
Register, except that, if this Note is registered on the applicable Record Date in the name of a
Clearing Agency (or its nominee), such distribution shall be made by wire transfer in immediately
available funds to the account designated by such Clearing Agency (or such nominee). The Company
shall not have any responsibility for the distribution of such payments to any Noteholder or any
other Person. Any payment made hereunder shall be made without any presentment or surrender of
this Note, except that, in the case of a redemption, whether in whole or in part, or the final
payment in respect of this Note or in connection with a payment upon the exercise of remedies
following an Event of Default, this Note shall be surrendered to the Paying Agent for cancellation
against receipt of the applicable payment.



     8. Registrar and Paying Agent. The Company shall maintain an office or agency where
Notes eligible for transfer or exchange may be presented for registration of transfer or for
exchange (“Registrar”) and an office or agency where Notes may be presented for payment
(“Paying Agent”). The Company may have one or more Paying Agents or Registrars. If the
Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Company
initially appoints U.S. Bank as Registrar and Paying Agent.



     9. Denominations, Transfer and Exchange. The Notes shall be issued only in fully
registered form without coupons and [only in denominations of $250,000 or integral multiples of
$1,000 in excess thereof, except that, if necessary to enable the issuance of Notes delivered to a
Noteholder upon registration of transfer of, or in exchange for, or in lieu of, its entire holding
of Notes pursuant to Section 2.01(d), Section 2.04, Section 2.05(b), Section 2.06, Section 2.12,
Section 2.14, Section 2.26, Section 4.08 or Section 12.05 of the Indenture, one Note may be issued
in a denomination of less than $250,000]8





 




			
	8	 	To be included on each Initial Note.







7




 









 




[only in minimum denominations of $2,000 (or such other denomination that is the lowest
integral multiple of $1,000 that is, at the time of original issuance of the Notes, equal to at
least 1,000 euros), except that, if necessary to enable the issuance of Notes delivered to a
Noteholder upon registration of transfer of, or in exchange for, or in lieu of, its entire holding
of Notes pursuant to Section 2.04, Section 2.05(b), Section 2.12, Section 2.14, Section 2.26,
Section 4.08 or Section 12.05 of the Indenture, one Note may be issued in a denomination of less
than $2,000]9. Each Note shall be dated the date of its authentication. The transfer
of Notes may be registered and the Notes may be exchanged as provided in the Indenture and this
Note. No such transfer shall be effected until, and such transferee shall succeed to the rights of
a Noteholder only upon, final acceptance and registration of the transfer by the Registrar in the
Register. No service charge shall be made to a Noteholder for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to cover any Tax or
other governmental charge that may be imposed in connection with any transfer or exchange of Notes.




     10. Persons Deemed Owners. Prior to the registration of any transfer of a Note by a
Noteholder as provided herein, the Company, the Registrar, the Paying Agent, each other Agent (if
any) and the Trustee shall deem and treat the Person in whose name such Note is registered on the
Register as the absolute owner and holder thereof for the purpose of receiving payment of all
amounts payable with respect to such Note and for all other purposes, and none of the Company, the
Registrar, the Paying Agent, each other Agent (if any) or the Trustee shall be affected by any
notice to the contrary.



     11. Amendments and Waivers. The Company and the Trustee or the Security Agent, as the
case may be, may amend or supplement the Indenture, the Notes or any of the other Operative
Documents, in each case as provided in Article XII of the Indenture. Any consent by the Noteholder
of this Note shall be conclusive and binding on such Noteholder and upon all future Noteholders of
this Note and of any Note issued upon the transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent is made upon such Note. Without the consent of any
Noteholder, the Indenture, the Notes or any of the Operative Documents may be amended or
supplemented as provided in Section 12.01 of the Indenture.



     12. Events of Default and Remedies. Subject to certain terms, conditions and
limitations in the Indenture and in the Aircraft Security Agreement, if an Event of Default occurs
and is continuing, all the Notes may be declared or otherwise become due and payable in the manner
and in the amount specified in Section 4.02(a)(i) of the Indenture,





 




			
	9	 	To be included on each Exchange Note.







8




 









 




and the Trustee may, and upon the written instructions of a Majority in Interest of
Noteholders, the Trustee shall, to the extent permitted by, and subject to compliance with the
requirements of, applicable law then in effect, following the acceleration or deemed acceleration
of the maturity of the Notes as described in the Indenture, (A) after the Aircraft Security
Agreement shall have been entered into, instruct the Security Agent to exercise remedies with
respect to the Aircraft Collateral pursuant to the Aircraft Security Agreement in accordance with
the terms thereof and of applicable law and (B) exercise any other remedy of a secured
party under the Uniform Commercial Code of the State of New York with respect to the Collateral
(whether or not in effect in the jurisdiction in which enforcement is sought).




     Subject to terms and conditions of the Indenture and the Aircraft Security Agreement, upon
written instruction from a Majority in Interest of Noteholders, the Trustee shall waive, and shall
instruct the Security Agent to waive, if applicable, any past default under the Indenture or under
any other Operative Document and its consequences, and upon any such waiver such default shall
cease to exist and any Event of Default or Aircraft Security Event of Default arising therefrom
shall be deemed to have been cured for every purpose of the Indenture and the other Operative
Documents, but no such waiver shall extend to any subsequent or other default or impair any right
consequent thereon; provided that the Trustee shall not waive, or instruct the Security
Agent to waive, certain defaults in the absence of written instructions from each of the affected
Noteholders. The Noteholders may not enforce the Notes, the Indenture or the Aircraft Security
Agreement except as provided in the Indenture. The Trustee may require indemnity satisfactory to
it before it enforces the Indenture or the Notes or causes the Security Agent to enforce the
Aircraft Security Agreement.



     The above description of Events of Default and remedies is qualified by reference, and subject
in its entirety, to the more complete description thereof contained in the Indenture and the
Aircraft Security Agreement.



     13. No Recourse Against Others. No past, present or future director, officer,
employee, agent, representative, member, manager, trustee, stockholder or other equity holder, as
such, of the Company or any successor Person or any Affiliate of the Company shall have any
liability for any obligations of the Company or any successor Person or any Affiliate of any
thereof, either directly or through the Company or any successor Person or any Affiliate of any
thereof, under this Note, the Indenture or the other Operative Documents or for any claim based on,
in respect of or by reason of such obligations or their creation, whether by virtue of any rule of
law, statute or constitutional provision or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise. By accepting this Note, the holder hereof is deemed to have
waived and released all such liability. Such waiver and release is part of the consideration for
the issue of this Note.





9




 









 





     14. Authentication. This Note shall not be secured by or entitled to any benefit
under the Indenture or otherwise be valid or obligatory for any purpose, until the certificate of
authentication attached hereto has been executed by the manual signature of an authorized signatory
of the Trustee or an authenticating agent appointed by the Trustee.



     15. Unclaimed Money. Any money deposited with the Trustee or any Paying Agent in
trust for the payment of principal of, interest on, Make-Whole Amount (if any) with respect to, or
any redemption price in respect of, this Note, and unclaimed for two years after such principal,
interest, Make-Whole Amount, or redemption price has become due and payable shall be paid to the
Company on its request, subject to applicable escheat or abandoned or unclaimed property law, and
the holder of this Note shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof and all liability of the Trustee or such Paying Agent with regard to
such Payments shall thereupon cease.



     16. Abbreviations. Customary abbreviations may be used in the name of a Noteholder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



     17. CUSIP Numbers. The Company in issuing this Note may use a “CUSIP” number (if then
generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a
convenience to Noteholders; provided, however, that any such notice may state that
no representation is made as to the correctness of such numbers either as printed on the Notes or
as contained in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not be affected by any
defect in or omission of such “CUSIP” numbers.



     18. [Noteholders’ Compliance With Registration Rights Agreement. Each Noteholder of
this Note, by acceptance hereof, acknowledges and agrees to the provisions of the Registration
Rights Agreement, including, without limitation, the obligations of the Noteholders with respect to
a registration and the indemnification of the Company to the extent provided therein.]10





 




			
	10	 	To be included on each Initial Note.







10




 









 





     19. Governing Law. THIS NOTE HAS BEEN DELIVERED IN THE STATE OF NEW YORK. THIS NOTE
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.



     The Company will furnish to any Noteholder of this Note, upon written request and without
charge, a copy of the Indenture. Request may be made to: American Airlines, Inc., 4333 Amon
Carter Boulevard, Fort Worth, Texas 76155, Attention: Corporate Secretary.



[Remainder of this page is intentionally left blank.]






11




 









 





     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed in its corporate name
by its officer thereunto duly authorized on the date hereof.



     Date:                      ___, 20___



	 	 	 	 	 
	 	AMERICAN AIRLINES, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





Signature Page





 









 





CERTIFICATE OF AUTHENTICATION




     This is one of the Notes referred to in the within-mentioned Indenture.



	 	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION, not in
its individual capacity but solely as
Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 
 

	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






Dated
                                 , 20      






Authentication Page




 









 





SCHEDULE I




PRINCIPAL AMORTIZATION




	 	 	 	 	 
	 	 	Percentage of
	 	 	Original Principal Amount
	Payment Date	 	to be Paid
	February 1, 2010
	 	 	6.658874714	%
	August 1, 2010
	 	 	6.461577435	%
	February 1, 2011
	 	 	6.263774034	%
	August 1, 2011
	 	 	6.065970651	%
	February 1, 2012
	 	 	5.868167265	%
	August 1, 2012
	 	 	5.670363864	%
	February 1, 2013
	 	 	5.472560492	%
	August 1, 2013
	 	 	5.274757080	%
	February 1, 2014
	 	 	5.076953766	%
	August 1, 2014
	 	 	4.879150380	%
	February 1, 2015
	 	 	5.032997402	%
	August 1, 2015
	 	 	4.769259537	%
	February 1, 2016
	 	 	4.505521704	%
	August 1, 2016
	 	 	28.000071675	%






*******




     Principal amortization amounts are subject to reduction as provided in clause 6 of this Note
and in Section 2.07(b) of the Indenture.





 









 




[THE FOLLOWING TRANSFER NOTICE TO BE INCLUDED

ON EACH INITIAL NOTE]


TRANSFER NOTICE


     FOR VALUE RECEIVED, the undersigned registered holder hereby sells, assigns and transfers unto
the following assignee:



	 	 	 	 	 
	Name:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Taxpayer Identification No.:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Address (including zip code):	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	the within Note and all rights thereunder, hereby irrevocably constituting and appointing
	 
	 	 	 	 
	 
	 
	 
	 	 	 	 
	as attorney of the undersigned to transfer said Note on the books of the Registrar with full power
of substitution in the premises.






     In connection with any transfer of this Note occurring prior to the expiration of the holding
period applicable to sales of the Notes under Rule 144(d) under the Securities Act of 1933, as
amended, or any successor provision, the undersigned confirms that without utilizing any general
solicitation or general advertising that:



[Continued On the Next Page.]


 








 





[CHECK ONE]



[___] (a) this Note is being transferred in compliance with the exemption from registration
under the Securities Act of 1933, as amended, provided by Rule 144A thereunder.




OR



[___] (b) this Note is being transferred other than in accordance with (a) above and
documents are being furnished that comply with the conditions of transfer set forth in this Note
and the Indenture.



If neither of the foregoing boxes is checked, the Registrar shall not be obligated to register this
Note in the name of any Person other than the Noteholder hereof unless and until the conditions to
any such transfer of registration set forth herein and in Sections 2.04 and 2.06 of the Indenture
shall have been satisfied.




	 	 	 
	Date:
                                 , 20      

	 	[NAME OF TRANSFEROR]
	 
	 	 
	 

	 	 
	 

	 	NOTE: The signature must correspond with the
name as written upon the face of the
within-mentioned instrument in every particular
without alteration or any change whatsoever.
	Signature Guarantee:                                                            
	 	 






TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.




     The undersigned represents and warrants that it is purchasing this Note for its own account or
an account with respect to which it exercises sole investment discretion and that it and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned’s foregoing representations in order to
claim the exemption from registration provided by Rule 144A.



	 	 	 
	Date:
                                 , 20      

	 	 
	 

	 	 
	 

	 	NOTE: To be executed by an executive officer.








Transfer Notice Page 2




 









 





[THE FOLLOWING TRANSFER NOTICE TO BE INCLUDED

ON EACH EXCHANGE NOTE]




TRANSFER NOTICE




     FOR VALUE RECEIVED, the undersigned registered holder hereby sells, assigns and transfers unto
the following assignee:



	 	 	 	 	 
	Name:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Taxpayer Identification No.:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Address (including zip code):	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	the within Note and all rights thereunder, hereby irrevocably constituting and appointing
	 
	 
	 	 	 	 
	 
	 
	 	 	 	 
	as attorney of the undersigned to transfer said Note on the books of the Registrar with full power
of substitution in the premises.






	 	 	 
	Date:
                                 , 20      

	 	[NAME OF TRANSFEROR]
	 	 	 
	 

	 	 
	 

	 	NOTE: The signature must correspond with the
name as written upon the face of the
within-mentioned instrument in every particular
without alteration or any change whatsoever.
	Signature Guarantee: