EX-4.9



 Exhibit 4.9 

EXECUTION VERSION 
  

 
  

NOTE PURCHASE AGREEMENT 
 Dated as
of September 16, 2014 
 among 

AMERICAN AIRLINES, INC., 

WILMINGTON TRUST COMPANY, 
 as Pass
Through Trustee under each of the Pass Through Trust Agreements 
 WILMINGTON TRUST COMPANY, 

as Subordination Agent 
 WILMINGTON
TRUST, NATIONAL ASSOCIATION, 
 as Escrow Agent 

and 
 WILMINGTON TRUST COMPANY,

 as Paying Agent 
  

 
  

Note Purchase Agreement 
 American
Airlines 2014-1 Aircraft EETC 







 Table of Contents 

 

							
	 	 	 	  	Page	 
			
	 SECTION 1.
	 	Financing of Aircraft	  	 	3	  
			
	 SECTION 2.
	 	Conditions Precedent	  	 	6	  
			
	 SECTION 3.
	 	Representations and Warranties	  	 	7	  
			
	 SECTION 4.
	 	Covenants	  	 	11	  
			
	 SECTION 5.
	 	Depositary Downgrade and Replacement of Depositary	  	 	14	  
			
	 SECTION 6.
	 	Notices	  	 	15	  
			
	 SECTION 7.
	 	Expenses	  	 	15	  
			
	 SECTION 8.
	 	Further Assurances	  	 	16	  
			
	 SECTION 9.
	 	Miscellaneous	  	 	16	  
			
	 SECTION 10.
	 	Governing Law	  	 	17	  
			
	 SECTION 11.
	 	Submission to Jurisdiction	  	 	18	  

 Schedules 
  

			
	Schedule I	  	Aircraft and Existing Financings
	Schedule II	  	Trust Supplements
	Schedule III	  	Required Terms
	
	Annex
		
	Annex A	  	Definitions
	
	Exhibits
		
	Exhibit A	  	Form of Funding Notice
	Exhibit B	  	Form of Participation Agreement
	Exhibit C	  	Form of Indenture and Security Agreement


  

					
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 NOTE PURCHASE AGREEMENT 

This NOTE PURCHASE AGREEMENT, dated as of September 16, 2014, is made by and among (i) AMERICAN AIRLINES, INC., a Delaware
corporation (together with its successors and permitted assigns, the “Company”), (ii) WILMINGTON TRUST COMPANY (“WTC”), a Delaware trust company, not in its individual capacity except as otherwise
expressly provided herein, but solely as trustee (in such capacity, together with any successor in interest and any successor or other trustee appointed as provided in the applicable Pass Through Trust Agreement (as defined below), the “Pass
Through Trustee”) under each of the two separate Pass Through Trust Agreements, (iii) WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity together with its successors in such
capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its
successors in such capacity, the “Escrow Agent”), under each of the Escrow and Paying Agent Agreements (as defined below), and (v) WILMINGTON TRUST COMPANY, a Delaware trust company, as Paying Agent (in such capacity
together with its successors in such capacity, the “Paying Agent”) under each of the Escrow and Paying Agent Agreements. 

W I T N E S S E T H: 

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

WHEREAS, the Company owns (i) the beneficial interest in owner trusts that own the two Boeing aircraft described in Schedule I-B
hereto (each an “Owner Trust Aircraft” and collectively the “Owner Trust Aircraft”) and (ii) the three Boeing and twelve Airbus aircraft described in Schedule I-A hereto (each an “Owned
Aircraft” and collectively the “Owned Aircraft” and, together with each Owner Trust Aircraft, each an “Aircraft” and, collectively, the “Aircraft”); 

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

WHEREAS, the Company has entered into the Underwriting Agreement, dated as of September 2, 2014 (as amended, supplemented or otherwise
modified from time to time in accordance with its terms, the “Underwriting Agreement”) with Goldman, Sachs & Co., as representative of the Underwriters named therein (the “Underwriters”), and the
Depositary, 

  

					
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which provides that the Company will cause the Pass Through Trustee under the Class A Pass Through Trust (the “Class A Pass Through Trustee”), and the Pass Through Trustee
under the Class B Pass Through Trust (the “Class B Pass Through Trustee”) to issue and sell the Class A Certificates and the Class B Certificates, respectively, to the Underwriters on the Issuance Date; 

WHEREAS, the Company may in the future enter into Trust Supplements further to facilitate certain of the transactions contemplated hereby,
including, without limitation, the issuance of the Additional Series Pass Through Certificates to provide financing for the purchase by the Additional Series Pass Through Trustee of the Additional Series Equipment Notes, if issued in respect of, and
secured by a security interest in, the Aircraft; 
 WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement,
(i) the Escrow Agent and the Depositary have entered into that certain Deposit Agreement (Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust and that certain Deposit Agreement (Class B), dated as of
the Issuance Date, relating to the Class B Pass Through Trust (each such agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms, a “Deposit Agreement” and collectively, the
“Deposit Agreements”) whereby the Escrow Agent has agreed to direct the Underwriters to make certain deposits referred to therein on the Issuance Date (the “Initial Deposits”) and to permit the applicable Pass
Through Trustees to make additional deposits from time to time thereafter (the Initial Deposits together with such additional deposits are collectively referred to as the “Deposits”), and (ii) Goldman, Sachs &
Co., as representative of the Underwriters, the applicable Pass Through Trustees, the Paying Agent and the Escrow Agent have entered into that certain Escrow and Paying Agent Agreement (Class A), dated as of the Issuance Date, relating to the
Class A Pass Through Trust and that certain Escrow and Paying Agent Agreement (Class B), dated as of the Issuance Date, relating to the Class B Pass Through Trust (each such agreement, as amended, supplemented or otherwise modified from time to
time in accordance with its terms, an “Escrow and Paying Agent Agreement”, and collectively, the “Escrow and Paying Agent Agreements”), whereby, among other things, (a) the Underwriters have agreed to
deliver an amount equal to the amount of the Initial Deposits to the Depositary on behalf of the applicable Escrow Agent and (b) the applicable Escrow Agent, upon the Depositary receiving such Initial Deposits, has agreed to deliver
escrow receipts to be affixed to each Certificate; 
 WHEREAS, subject to the terms and conditions of this Note Purchase Agreement, each
Pass Through Trustee of each Pass Through Trust then in existence and each of the Subordination Agent, WTC and the Company will enter into the applicable Financing Agreements to which it is intended to be a party relating to each Aircraft; 

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

  

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

NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1.
Financing of Aircraft. 
 (a) Agreement to Finance. The Company agrees to finance the Aircraft in the manner
provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, by the date referred to in clause (a) of the definition of Delivery Period Termination Date. 

(b) Funding Notice. In furtherance of the foregoing, and in respect of each Aircraft, the Company agrees to give the
parties hereto, the Depositary and each of the Rating Agencies not less than one Business Day’s prior notice (or, in the case of a substitute Funding Notice under Section 1(f), one Business Day’s prior notice), substantially in
the form of Exhibit A hereto (each, a “Funding Notice”), of the date scheduled for the financing as contemplated hereby in respect of such Aircraft (the “Funding Date”), which notice shall: 

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

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

(iii) instruct each Pass Through Trustee to deliver to the applicable Escrow Agent the “Withdrawal Certificate” and
the related “Applicable Notice of Purchase Withdrawal” contemplated by Section 1.02(c) of the applicable Escrow and Paying Agent Agreement with respect to the Equipment Notes to be issued to such Pass Through Trustee in
connection with the financing of such Aircraft; and 
 (iv) specify the aggregate principal amount of each series of
Equipment Notes to be issued, and purchased by each Pass Through Trustee, in connection with the financing of such Aircraft scheduled to be consummated on such Funding Date (which aggregate principal amount shall be as specified in, or as adjusted
in accordance with, as the case may be, the Required Terms). 

  

					
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 (c) [Reserved]. 

(d) Entering into Financing Agreements. Upon receipt of a Funding Notice, each Pass Through Trustee of each Pass Through
Trust then in existence shall, and shall cause the Subordination Agent to, enter into and perform their obligations under each applicable Participation Agreement and follow the other instructions specified in such Funding Notice; provided
that, with respect to each Aircraft to be financed: 
 (i) subject to clauses (ii)-(iv) immediately below, the
applicable Participation Agreement and the applicable Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto and (x) the amortization schedule for each Equipment Note shall be as set
forth in the relevant table attached as part of Schedule III hereto and (y) the relevant Financing Agreements shall provide for the purchase by the applicable Pass Through Trustee of Equipment Notes of the related series in the
principal amounts specified in Schedule III hereto;  
 (ii) subject to clauses (iii) and
(iv) immediately below, if (x) the Company shall have obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with any material
modifications of the applicable Financing Agreements from the forms of Financing Agreements annexed hereto (including the form of Equipment Note included in the form Indenture annexed hereto) and delivered such Rating Agency Confirmation to each
Pass Through Trustee of each Pass Through Trust then in existence on or before the applicable Funding Date or (y) such Rating Agency Confirmation shall have been obtained with respect to material modifications of the Financing Agreements
relating to another or any Aircraft or with respect to material modifications of the forms of the Financing Agreements annexed hereto and the applicable Financing Agreements incorporate such material modifications without additional material
modifications, the applicable Financing Agreements, as executed and delivered, may incorporate such material modifications, if any; 

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

(iv) the Company is not required to obtain or deliver a Rating Agency Confirmation or a certification pursuant to
Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications to the applicable Financing Agreements that are not material or that are expressly permitted by the Required Terms or by Section 5(e) of
this Note Purchase Agreement. 
 Notwithstanding the foregoing, (x) the Financing Agreements with respect to any Aircraft and
the forms of Financing Agreements annexed hereto may be modified to the extent required for the issuance or the successive redemption and issuance, as applicable, of Equipment Notes or Additional Series Equipment Notes, as the case may be, pursuant
to Section 4(a)(v) of 

  

					
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this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the
Company shall pay the reasonable costs and expenses of the Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith, and (y) the Company is not required to deliver a certification pursuant to
Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications of the Financing Agreements contemplated by this sentence. With respect to each Aircraft, the Company shall cause WTC (or such other Person that meets
the eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and shall
concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be
delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to the financing of each Aircraft, together with a true and complete set of the closing documentation (including legal opinions)
delivered to the applicable Loan Trustee, the Subordination Agent and each Pass Through Trustee of each Pass Through Trust then in existence under the applicable Participation Agreement. 

(e) Registration of Equipment Notes. The Company agrees that all Equipment Notes issued pursuant to any Indenture to
which an Aircraft shall have been subjected shall initially be registered in the name of the Subordination Agent on behalf of the applicable Pass Through Trustee (or, in the case of any Additional Series Equipment Notes, on behalf of the Additional
Series Pass Through Trustee with respect to the corresponding Additional Series Pass Through Certificates). 
 (f)
Postponement of Delivery and Funding. If, on the Funding Date for any Aircraft, the financing of such Aircraft as contemplated hereunder shall not be consummated for whatever reason, the Company shall give the parties hereto and the
Depositary prompt notice thereof. Promptly after the Company has identified a new Funding Date on which such Aircraft may be subjected to the financing as provided herein (all on and subject to the terms and conditions hereof and of the applicable
Financing Agreements), the Company shall give the parties hereto and the Depositary a substitute Funding Notice specifying such new Funding Date for such Aircraft. Upon receipt of any such substitute Funding Notice, each Pass Through Trustee of each
Pass Through Trust then in existence shall comply with its obligations under Section 7.01 of the applicable Trust Supplement and thereafter the financing of such Aircraft, as specified in such substitute Funding Notice, shall take place
on the re-scheduled Funding Date therefor (all on and subject to the terms and conditions hereof and of the applicable Financing Agreements) unless further postponed as provided herein. 

(g) [Reserved]. 

(h) [Reserved]. 

  

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

(j) Withdrawals Limited to Available Deposits. Anything herein to the contrary notwithstanding, the Company shall not
have the right, and shall not be entitled, at any time to request the issuance of Series A Equipment Notes or Series B Equipment Notes in respect of the Aircraft to the Class A Pass Through Trustee or the Class B Pass Through Trustee,
respectively, in an aggregate principal amount in excess of the amount of the Deposits then available for withdrawal by the Escrow Agent under and in accordance with the provisions of the applicable Deposit Agreement. 

(k) Notice of Event of Loss. In the case of any Aircraft, if, prior to the date on which such Aircraft is subjected to a
financing in the manner provided herein, an event has occurred and is continuing that constitutes an Event of Loss (as defined in (i) if at the time of the occurrence of such event such Aircraft was subject to an Existing Financing, the
security agreement to which such Aircraft was then subject in connection with such Existing Financing or (ii) if at the time of the occurrence of such event such Aircraft was not subject to an Existing Financing, the form of the
Indenture annexed hereto, as such form is modified from time to time in accordance with the terms hereof) with respect to such Aircraft or that would constitute such an Event of Loss but for the requirement that notice be given or time elapse or
both, the Company will as promptly as practicable (and, in any event, within 15 days after the occurrence of the relevant Event of Loss) give notice of such event to each Pass Through Trustee and the Subordination Agent and instruct each Pass
Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to the applicable Escrow Agent a duly completed Withdrawal Certificate (as defined in the applicable Escrow and Paying Agent Agreement) together with a relevant Notice of
Event of Loss Withdrawal (as defined in the applicable Escrow and Paying Agent Agreement). 
 SECTION 2. Conditions Precedent.
The obligation of each of the Pass Through Trustees of each Pass Through Trust then in existence to enter into, and to cause the Subordination Agent to enter into, a Participation Agreement relating to any Aircraft as directed pursuant to a Funding
Notice and to perform its obligations thereunder is subject to satisfaction of the following conditions: 
 (a) no Triggering
Event shall have occurred; 
 (b) subject to Section 1(d)(iv) and the last paragraph of Section 1(d),
the Company shall have delivered a certificate to each Pass Through Trustee of each Pass Through Trust then in existence and each Liquidity Provider stating that (i) such Participation Agreement and the other Financing Agreements to be
entered into pursuant to such Participation Agreement comply with the Required Terms and (ii) if any substantive modifications of such Financing Agreements from the forms of Financing Agreements attached to this Note Purchase Agreement
have been made, (x) such substantive modifications do not materially and adversely affect the Holders of the Class 

  

					
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A Certificates, the Holders of the Class B Certificates, or any Liquidity Provider and (y) if required pursuant to Section 1(d)(ii), the Company has obtained from each
Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency with respect to such modifications, and such certification shall be true and correct; 

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

Anything herein to the contrary notwithstanding, the obligation of each Pass Through Trustee of each Pass Through Trust then in existence to purchase
Equipment Notes hereunder shall terminate on the Cut-Off Date. 
 SECTION 3. Representations and Warranties. 

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

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

(ii) Authorization; No Conflicts. The execution and delivery by the Company of this Note Purchase Agreement and the
performance by the Company of its obligations under this Note Purchase Agreement have been duly authorized by the Company and will not violate its Certificate of Incorporation or by-laws or the provisions of any indenture, mortgage, contract or
other agreement to which it is a party or by which it is bound; and 
 (iii) Enforceability. This Note Purchase
Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. 

(b) Representations and Warranties of WTC. WTC represents and warrants that: 

  

					
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 (i) Due Incorporation; Good Standing; Corporate Power; Etc. WTC is a
Delaware trust company duly organized and validly existing in good standing under the laws of the State of Delaware, holds a valid certificate to do business as a Delaware trust company and is a Citizen of the United States and has the full
corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each
Financing Agreement to which it will be a party and to carry out the obligations of WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, under this Note Purchase Agreement and each Financing
Agreement to which it will be a party; 
 (ii) Due Authorization; No Conflicts. The execution and delivery by WTC, in
its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, of this Note Purchase Agreement and the performance by WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may
be, of its obligations under this Note Purchase Agreement have been duly authorized by WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, and will not violate its articles of association or by-laws
or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and 

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

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

 (d) Representations and Warranties of the Subordination Agent. The Subordination Agent represents and warrants
that: 
 (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Subordination Agent is a Delaware trust
company duly organized and validly existing in good standing under the laws of the State of Delaware, holds a valid certificate to do business as a Delaware trust company, and has the full corporate power, authority and legal right under the laws of
the United States and of the state of the United States in which it is located and pertaining to its trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it is or will be a party and to
perform its obligations under this Note Purchase Agreement and each Financing Agreement to which it is or will be a party; 

  

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

(iii) Compliance with Laws; No Conflicts. None of the execution, delivery and performance by the Subordination Agent of
this Note Purchase Agreement contravenes any law, rule or regulation of the state of the United States in which it is located or any United States governmental authority or agency regulating the Subordination Agent’s trust or fiduciary powers
or any judgment or order applicable to or binding on the Subordination Agent or contravenes the Subordination Agent’s articles of association or by-laws or results in any breach of, or constitute a default under, any agreement or instrument to
which the Subordination Agent is a party or by which it or any of its properties may be bound; 
 (iv) No Governmental
Consents. Neither the execution and delivery by the Subordination Agent of this Note Purchase Agreement nor the consummation by the Subordination Agent of any of the transactions contemplated hereby requires the consent or approval of, the
giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency of the state of the United States in which it is located or any federal governmental authority or agency regulating
the Subordination Agent’s trust or fiduciary powers; 
 (v) Certain Tax Matters. There are no Taxes payable by
the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Note
Purchase Agreement or the Intercreditor Agreement (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the
Intercreditor Agreement or any of the Liquidity Facilities), and there are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision thereof in connection with the
acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in
connection with the transactions contemplated by the Intercreditor Agreement or any of the Liquidity Facilities); and 

  

					
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 (vi) No Proceedings. There are no pending or threatened actions or
proceedings against the Subordination Agent before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Subordination Agent to perform its
obligations under this Note Purchase Agreement. 
 (e) Representations and Warranties of the Escrow Agent. The Escrow
Agent represents and warrants that: 
 (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Escrow Agent is
a national banking association duly incorporated, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the United States and of the state of the
United States in which it is located and pertaining to its banking, trust and fiduciary powers]to execute and deliver this Note Purchase Agreement, each Deposit Agreement and each Escrow and Paying Agent Agreement (collectively, the “Escrow
Agent Agreements”) and to carry out the obligations of the Escrow Agent under each of the Escrow Agent Agreements; 

(ii) Due Authorization; No Conflicts. The execution and delivery by the Escrow Agent of each of the Escrow Agent
Agreements and the performance by the Escrow Agent of its obligations hereunder and thereunder have been duly authorized by the Escrow Agent and will not violate its charter or the provisions of any indenture, mortgage, contract or other agreement
to which it is a party or by which it is bound; and 
 (iii) Enforceability. Each of the Escrow Agent Agreements
constitutes the legal, valid and binding obligations of the Escrow Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity. 

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

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

  

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

(iii) Enforceability. Each of the Paying Agent Agreements constitutes the legal, valid and binding obligations of the
Paying Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general
principles of equity, whether considered in a proceeding at law or in equity. 
 SECTION 4. Covenants. 

(a) Covenants of the Company. 

(i) Maintenance of Corporate Existence. Subject to, and except as contemplated by, Section 4(a)(iii) of this
Note Purchase Agreement, the Company shall at all times maintain its corporate existence. 
 (ii) Maintenance of Status as
Certificated Air Carrier; Section 1110. The Company shall, for as long as and to the extent required under Section 1110 in order that the Loan Trustee shall be entitled to any of the benefits of Section 1110 with respect to the
Aircraft, remain a Certificated Air Carrier. 
 (iii) Merger, Consolidation, Acquisition of the Company. The Company
shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless the Person formed by such consolidation or into which the Company is merged or the Person
that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Pass Through Trustees, the Subordination Agent, the Escrow Agent and the Paying Agent an agreement
containing the express assumption by such successor Person of the due and punctual performance and observance of each covenant and condition of this Note Purchase Agreement to be performed or observed by the Company. Upon any such consolidation or
merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note Purchase Agreement with the same effect as if such successor Person had been named as the Company herein. 

  

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

(v) Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option to
(A) redeem any Series B Equipment Notes (or any Additional Series Equipment Notes) and issue new Equipment Notes with the same Series designation as that of the redeemed Equipment Notes, or (B) issue any Additional Series
Equipment Notes, in each case, under any Indenture, provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in
connection with such issuance or such redemption and issuance, as applicable, and provided further that any such issuance or redemption and issuance, as applicable, shall be subject to the terms of Section 8.01(c) or
8.01(d), as applicable, of the Intercreditor Agreement. If any such new Equipment Notes or Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Equipment Notes or the
Additional Series Pass Through Trustee, as applicable, shall execute and deliver an instrument (which may be a joinder agreement) by which such pass through trustee or Additional Series Pass Through Trustee, as applicable, becomes a party hereto,
and each of the parties hereto agrees, at the Company’s request, to enter into any amendments to (or any amendment and restatement of) this Note Purchase Agreement (including, without limitation, any modifications of the Indenture Form and the
Participation Agreement Form) and any other Operative Agreements as may be necessary or desirable to give effect to such issuance or redemption and issuance of any such new Equipment Notes or Additional Series Equipment Notes, as applicable, and the
issuance of pass through certificates by any pass through trust that acquires any such new Equipment Notes or Additional Series Equipment Notes, as applicable, and to make changes relating to any of the foregoing (including, without limitation, to
provide for any prefunding mechanism in connection therewith) and to provide for any credit support for any pass through certificates relating to any such new Equipment Notes or Additional Series Equipment Notes (including, without limitation, to
provide for payment of fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support). 

(vi) Certain Reports to Subordination Agent. Promptly after the occurrence of a Triggering Event or an Indenture Event
of Default resulting from the failure of the Company to make payments on any Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture Event of Default shall be continuing, the Company shall, at the
Subordination Agent’s request from time to time but in any event no more frequently than once 

  

					
		 	12	 	 Note Purchase Agreement

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every three months, provide to the Subordination Agent a statement setting forth the following information with respect to each Aircraft then subject to the lien of an Indenture:
(A) whether the Aircraft are currently in service or parked in storage, (B) the maintenance status of the Aircraft, and (C) the location of the Engines (as defined in the respective Indentures to which such
Aircraft are subject). As used in this Section 4(a)(vi), the terms “Triggering Event”, “Indenture Event of Default” and “Regular Distribution Date” have the respective meanings set forth in the Intercreditor
Agreement. 
 (b) Covenants by WTC. 

(i) Status as Citizen of the United States. WTC, in its individual capacity, covenants with each of the other parties to
this Note Purchase Agreement that it will, immediately upon obtaining knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and promptly upon public disclosure of negotiations in respect of any
transaction which would or might adversely affect such status, notify in writing all parties hereto of all relevant matters in connection therewith. Upon WTC giving any such notice, WTC shall, subject to Section 8.01 of any Indenture
then entered into, resign as Loan Trustee in respect of such Indenture. 
 (ii) Situs of Activity. Except with the
consent of the Company, which shall not be unreasonably withheld, WTC will act as Pass Through Trustee and Subordination Agent solely through its offices within the State of Delaware, except for such services as may be performed for it by
independent agents in the ordinary course of business, but not directly by it, in other states. 
 (c) [Reserved].

 (d) Covenants by the Pass Through Trustees. 

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

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

  

					
		 	13	 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 
new pass through trust or the Additional Series Pass Through Trust, to the provider of such liquidity facility and, if such new Equipment Notes or Additional Series Equipment Notes shall be
issued on or prior to the Delivery Period Termination Date, to the Escrow Agent, the Paying Agent and the Depositary. 
 SECTION 5.
Depositary Downgrade and Replacement of Depositary. 
 (a) Depositary Downgrade and Option to Replace. If
(1) the Depositary’s Long-Term Rating issued by a Rating Agency is downgraded below A- by Fitch or A- by Standard & Poor’s, as applicable (each such minimum rating, a “Depositary Threshold Rating”), or
(2) the Company, in its sole discretion, gives written notice to the Depositary of the Company’s election that the Depositary be replaced, the Company shall, within 30 days after such event occurring, cause the Depositary to be
replaced with a depositary bank meeting the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”). 

(b) [Reserved]. 

(c) Terms and Preconditions for Replacement of Depositary. 

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

(ii) Certain Fees and Expenses. The Company shall pay all fees, expenses and other amounts then owing to the replaced
Depositary. The Company shall also pay (x) any up-front fee of the Replacement Depositary and (y) all out-of-pocket expenses (including reasonable fees and expenses of legal counsel) of the parties hereto (including, without
limitation, all amounts payable to the Rating Agencies) incurred in connection with such replacement. 
 (iii) Replacement
Deposit Agreements; Opinions and Other Closing Requirements. The Company shall cause the Replacement Depositary to enter into a Replacement Deposit Agreement for each of the Class A Certificates and the Class B Certificates with the Escrow
Agent (and the Escrow Agent agrees to enter into any such Replacement Deposit Agreement upon request of the Company) and shall cause the Replacement Depositary to deliver to the Company and each Rating Agency legal opinions and other closing
documentation substantially similar in scope and substance as those that were delivered by the Depositary being replaced in connection with the execution and delivery of the Deposit Agreement being replaced. 

  

					
		 	14	 	 Note Purchase Agreement

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

(e) Amendments to Documents. Each of the parties hereto agrees, at the Company’s request, to enter into any
amendments to this Note Purchase Agreement, the Escrow and Paying Agent Agreements and any other Operative Agreements as may be necessary or desirable to give effect to the replacement of the Depositary with the Replacement Depositary and the
replacement of the Deposit Agreements with the Replacement Deposit Agreements. 
 (f) Effect of Replacement. Until the
execution and delivery of the Replacement Deposit Agreements, the Deposit Agreements with the Depositary being replaced shall remain in full force and effect. Upon the execution and delivery of the Replacement Deposit Agreements, the Replacement
Depositary shall be deemed to be the Depositary under the Deposit Agreements with all of the rights and obligations of the Depositary hereunder and under the other Operative Agreements and the Replacement Deposit Agreements shall be deemed to be the
Deposit Agreements hereunder and under the other Operative Agreements. 
 SECTION 6. Notices. Unless otherwise expressly
specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents or waivers required or permitted by the terms and provisions of this Note Purchase Agreement shall be in English and in writing, and
given by United States registered or certified mail, return receipt requested, overnight courier service or facsimile, and any such notice shall be effective when received (or, if delivered by facsimile, upon completion of transmission and
confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) to the relevant party hereto at the address or facsimile number set forth below the signature of
such party at the foot of this Note Purchase Agreement or to such other address or facsimile number as such party may hereafter specify by notice to the other parties. 

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

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

(b) Under the Liquidity Facilities. To the Subordination Agent when due (i) the amount equal to interest on
any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility minus 

  

					
		 	15	 	 Note Purchase Agreement

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

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

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

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

For purposes of this Section 7, the terms “Applied Downgrade Advance”, “Downgrade Advance” and “Investment Earnings”
shall have the meanings specified in each Liquidity Facility. 
 SECTION 8. Further Assurances. Each party hereto shall duly
execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as any
other party hereto shall reasonably request in connection with its administration of, or to carry out more effectually the purposes of, or to better assure and confirm unto it the rights and benefits to be provided under, this Note Purchase
Agreement. 
 SECTION 9. Miscellaneous. 

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

  

					
		 	16	 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 (b) Counterparts; Amendments; Effect of Headings; Successors and Assigns.
This Note Purchase Agreement may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Note Purchase Agreement, including a signature page executed
by each of the parties hereto, shall be an original counterpart of this Note Purchase Agreement, but all of such counterparts together shall constitute one instrument. Neither this Note Purchase Agreement nor any of the terms hereof may be
terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. The Table of Contents
to this Note Purchase Agreement and the headings of the various Sections and Subsections of this Note Purchase Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. The
terms of this Note Purchase Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee and its successors as Pass Through Trustee (and any additional trustee
appointed) under any of the Pass Through Trust Agreements, the Escrow Agent and its successors as Escrow Agent under the Escrow and Paying Agent Agreements, the Paying Agent and its successors as Paying Agent under the Escrow and Paying Agent
Agreements and the Subordination Agent and its successors as Subordination Agent under the Intercreditor Agreement. 
 (c)
Benefits of Agreement. This Note Purchase Agreement is not intended to, and shall not, provide any Person not a party hereto (other than the Underwriters, each of the beneficiaries of Section 7 hereof, each Liquidity Provider as a
beneficiary of Section 2(b) hereof and the Depositary as a beneficiary of Section 5(c)(ii) hereof) with any rights of any nature whatsoever against any of the parties hereto, and no Person not a party hereto (other than the
Underwriters, each of the beneficiaries of Section 7 hereof, each Liquidity Provider as a beneficiary of Section 2(b) hereof and the Depositary as a beneficiary of Section 5(c)(ii) hereof) shall have any right,
power or privilege in respect of, or have any benefit or interest arising out of, this Note Purchase Agreement. To the extent that this Note Purchase Agreement expressly confers upon, gives or grants any right, power, privilege, benefit, interest,
remedy or claim to any of the beneficiaries of Section 7 hereof (including, but not limited to, rights, powers, privileges, benefits, interests, remedies and claims under Section 7) to each Liquidity Provider with respect to
Section 2(b) hereof, or to the Depositary with respect to Section 5(c)(ii) hereof, each such party is hereby recognized as a third party beneficiary hereunder and may enforce any such right, power, privilege, benefit,
interest, remedy or claim. 
 SECTION 10. Governing Law. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS NOTE PURCHASE AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. 

  

					
		 	17	 	 Note Purchase Agreement

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 SECTION 11. Submission to Jurisdiction. Each of the parties hereto, to the extent it
may do so under applicable law, for purposes hereof and of all other Operative Agreements hereby (a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and
to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and (b) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Note Purchase Agreement or the subject matter hereof or any of the transactions contemplated hereby
may not be enforced in or by such courts. 
 [Signature Pages Follow] 

  

					
		 	18	 	 Note Purchase Agreement

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

					
	AMERICAN AIRLINES, INC.
		
	By:	 	 /s/ Thomas T. Weir

		 	Name: Thomas T. Weir
		 	Title: Vice President and Treasurer
		 	Address:	 	4333 Amon Carter Boulevard
		 		 	Mail Drop 5662
		 		 	Fort Worth, Texas 76155
		 		 	Ref.: American Airlines 2014-1 EETC
		 		 	Attention: Treasurer
		 		 	Telephone: (817) 963-1234
		 		 	Facsimile: (817) 967-4318


 [2014-1 EETC Note Purchase Agreement Signature Page]  







 
					
	WILMINGTON TRUST COMPANY,
	not in its individual capacity, except as otherwise provided herein, but solely as Pass Through Trustee
		
	By:	 	 /s/ Adam R. Vogelsong

		 	Name: Adam R. Vogelsong
		 	Title: Vice President
		 	Address:	 	1100 North Market Street
		 		 	Wilmington, Delaware 19890-1605
		 		 	Attention: Corporate Trust Administration
		 		 	Facsimile: (302) 636-4140


  

					
	WILMINGTON TRUST COMPANY,
	not in its individual capacity, except as otherwise provided herein, but solely as Subordination Agent
		
	By:	 	 /s/ Adam R. Vogelsong

		 	Name: Adam R. Vogelsong
		 	Title: Vice President
		 	Address:	 	1100 North Market Street
		 		 	Wilmington, Delaware 19890-1605
		 		 	Attention: Corporate Trust Administration
		 		 	Facsimile: (302) 636-4140


 [2014-1 EETC Note Purchase Agreement Signature Page]  







 
					
	WILMINGTON TRUST, NATIONAL
ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Escrow Agent
		
	By:	 	 /s/ Adam R. Vogelsong

		 	Name: Adam R. Vogelsong
		 	Title: Vice President
		 	Address:	 	1100 North Market Street
		 		 	Wilmington, Delaware 19890-1605
		 		 	Attention: Corporate Trust Administration
		 		 	Facsimile: (302) 636-4140


  

					
	WILMINGTON TRUST COMPANY, not in its individual capacity, except as otherwise provided herein, but solely as Paying Agent
		
	By:	 	 /s/ Adam R. Vogelsong

		 	Name: Adam R. Vogelsong
		 	Title: Vice President
		 	Address:	 	1100 North Market Street
		 		 	Wilmington, Delaware 19890-1605
		 		 	Attention: Corporate Trust Administration
		 		 	Facsimile: (302) 636-4140


 [2014-1 EETC Note Purchase Agreement Signature Page]  







 SCHEDULE I to 

NOTE PURCHASE AGREEMENT 

AIRCRAFT 

Schedule I-A 
  

													
	 No.
	  	 U.S.

Registration

No.
	  	 Airframe
Manufacturer
	  	 Airframe Model

(including generic

manufacturer and model)
	  	 Airframe

MSN
	  	 Engine Manufacturer
	  	 Engine Model

(including generic
manufacturer and
model)

	1.	  	N719AN	  	Boeing	  	 B777-323ER

(Boeing 777-300ER)
	  	41668	  	General Electric	  	GE90-115BL
							
	2.	  	N726AN	  	Boeing	  	 B777-323ER

(Boeing 777-300ER)
	  	31550	  	General Electric	  	GE90-115BL
							
	3.	  	N727AN	  	Boeing	  	 B777-323ER

(Boeing 777-300ER)
	  	33541	  	General Electric	  	GE90-115BL
							
	4.	  	N8001N	  	Airbus	  	 A319-112

(Airbus A319-100)
	  	5678	  	CFM
International,
Inc.	  	CFM56-5B7
							
	5.	  	N9004F	  	Airbus	  	 A319-112

(Airbus A319-100)
	  	5745	  	CFM
International,
Inc.	  	CFM56-5B7
							
	6.	  	N4005X	  	Airbus	  	 A319-112

(Airbus A319-100)
	  	5753	  	CFM
International,
Inc.	  	CFM56-5B7
							
	7.	  	N9012	  	Airbus	  	 A319-112

(Airbus A319-100)
	  	5810	  	CFM
International,
Inc.	  	CFM56-5B7
							
	8.	  	N3014R	  	Airbus	  	 A319-112

(Airbus A319-100)
	  	5842	  	CFM
International,
Inc.	  	CFM56-5B7
							
	9.	  	N108NN	  	Airbus	  	 A321-231

(Airbus A321-200)
	  	5946	  	International
Aero Engines	  	V2533-A5
							
	10.	  	N110AN	  	Airbus	  	 A321-231

(Airbus A321-200)
	  	5975	  	International
Aero Engines	  	V2533-A5
							
	11.	  	N111ZM	  	Airbus	  	 A321-231

(Airbus A321-200)
	  	5983	  	International
Aero Engines	  	V2533-A5
							
	12.	  	N112AN	  	Airbus	  	 A321-231

(Airbus A321-200)
	  	5991	  	International
Aero Engines	  	V2533-A5
							
	13.	  	N113AN	  	Airbus	  	 A321-231

(Airbus A321-200)
	  	6020	  	International
Aero Engines	  	V2533-A5


  

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 SCHEDULE I to 

NOTE PURCHASE AGREEMENT 

(Cont’d) 
  

													
	 No.
	  	 U.S.

Registration

No.
	  	 Airframe
Manufacturer
	  	 Airframe Model

(including generic

manufacturer and model)
	  	 Airframe

MSN
	  	 Engine Manufacturer
	  	 Engine Model

(including generic
manufacturer and
model)

							
	14.	  	N115NN	  	Airbus	  	 A321-231

(Airbus A321-200)
	  	6063	  	International
Aero Engines	  	V2533-A5
							
	15.	  	N117AN	  	Airbus	  	 A321-231

(Airbus A321-200)
	  	6094	  	International
Aero Engines	  	V2533-A5

 Schedule I-B 
  

													
	 No.
	  	 U.S.

Registration

No.
	  	Airframe
Manufacturer	  	Airframe Model
(including generic
manufacturer and model)	  	Airframe
MSN	  	Engine Manufacturer	  	Engine Model
(including generic
manufacturer and
model)
	16.	  	N717AN	  	Boeing	  	B777-323ER

(Boeing 777-300ER)
	  	31543	  	General Electric	  	GE90-115BL
							
	17.	  	N718AN	  	Boeing	  	B777-323ER
 (Boeing 777-300ER)
	  	41665	  	General Electric	  	GE90-115BL


  
 Sch. I - 2 

 

					
		 		 	 Note Purchase Agreement

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 SCHEDULE II to 

NOTE PURCHASE AGREEMENT 

TRUST SUPPLEMENTS 
 Trust
Supplement No. 2014-1A, dated as of the Issuance Date, between the Company and the Pass Through Trustee in respect of the American Airlines Pass Through Trust, Series 2014-1A. 

Trust Supplement No. 2014-1B, dated as of the Issuance Date, between the Company and the Pass Through Trustee in respect of the American Airlines Pass
Through Trust, Series 2014-1B. 

  

					
		 		 	 Note Purchase Agreement

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 SCHEDULE III to 

NOTE PURCHASE AGREEMENT 

REQUIRED TERMS 
 Equipment Notes

 Obligor: The Company 
 Maximum Principal Amount:
$956,884,000 
 The original principal amount and amortization schedule of the Series A Equipment Notes and the Series B Equipment Notes issued with respect
to an Aircraft shall be as set forth in the following tables: 
 PRINCIPAL AMOUNTS OF EQUIPMENT NOTES 

 

													
	 Aircraft
	  	Series A	 	  	Series B	 	  	Total	 
	 N717AN
	  	$	85,184,000	  	  	$	24,750,000	  	  	$	109,934,000	  
	 N718AN
	  	$	85,195,000	  	  	$	24,753,000	  	  	$	109,948,000	  
	 N719AN
	  	$	87,284,000	  	  	$	25,360,000	  	  	$	112,644,000	  
	 N726AN
	  	$	90,145,000	  	  	$	26,191,000	  	  	$	116,336,000	  
	 N727AN
	  	$	91,126,000	  	  	$	26,476,000	  	  	$	117,602,000	  
	 N8001N
	  	$	19,916,000	  	  	$	5,786,000	  	  	$	25,702,000	  
	 N9004F
	  	$	20,026,000	  	  	$	5,818,000	  	  	$	25,844,000	  
	 N4005X
	  	$	20,026,000	  	  	$	5,818,000	  	  	$	25,844,000	  
	 N9012
	  	$	20,251,000	  	  	$	5,884,000	  	  	$	26,135,000	  
	 N3014R
	  	$	20,361,000	  	  	$	5,916,000	  	  	$	26,277,000	  
	 N108NN
	  	$	28,683,000	  	  	$	8,333,000	  	  	$	37,016,000	  
	 N110AN
	  	$	28,771,000	  	  	$	8,359,000	  	  	$	37,130,000	  
	 N111ZM
	  	$	28,776,000	  	  	$	8,361,000	  	  	$	37,137,000	  
	 N112AN
	  	$	28,837,000	  	  	$	8,378,000	  	  	$	37,215,000	  
	 N113AN
	  	$	28,859,000	  	  	$	8,384,000	  	  	$	37,243,000	  
	 N115NN
	  	$	29,007,000	  	  	$	8,428,000	  	  	$	37,435,000	  
	 N117AN
	  	$	29,013,000	  	  	$	8,429,000	  	  	$	37,442,000	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	741,460,000	  	  	$	215,424,000	  	  	$	956,884,000	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 


  

					
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American Airlines 2014-1 Aircraft EETC










 AMORTIZATION SCHEDULES 

Series A Equipment Notes 

Boeing 777-323ER 
 N717AN

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.94	% 
	 October 1, 2015
	  	 	2.89	% 
	 April 1, 2016
	  	 	2.85	% 
	 October 1, 2016
	  	 	2.81	% 
	 April 1, 2017
	  	 	2.76	% 
	 October 1, 2017
	  	 	2.72	% 
	 April 1, 2018
	  	 	2.68	% 
	 October 1, 2018
	  	 	2.63	% 
	 April 1, 2019
	  	 	2.59	% 
	 October 1, 2019
	  	 	2.55	% 
	 April 1, 2020
	  	 	2.50	% 
	 October 1, 2020
	  	 	2.46	% 
	 April 1, 2021
	  	 	2.60	% 
	 October 1, 2021
	  	 	2.54	% 
	 April 1, 2022
	  	 	2.49	% 
	 October 1, 2022
	  	 	2.44	% 
	 April 1, 2023
	  	 	2.39	% 
	 October 1, 2023
	  	 	2.34	% 
	 April 1, 2024
	  	 	2.29	% 
	 October 1, 2024
	  	 	2.24	% 
	 April 1, 2025
	  	 	2.19	% 
	 October 1, 2025
	  	 	2.14	% 
	 April 1, 2026
	  	 	2.09	% 
	 October 1, 2026
	  	 	41.86	% 

 Series B Equipment Notes 

Boeing 777-323ER 
 N717AN

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.67	% 
	 October 1, 2015
	  	 	4.57	% 
	 April 1, 2016
	  	 	4.48	% 
	 October 1, 2016
	  	 	4.38	% 
	 April 1, 2017
	  	 	4.28	% 
	 October 1, 2017
	  	 	4.18	% 
	 April 1, 2018
	  	 	4.08	% 
	 October 1, 2018
	  	 	3.98	% 
	 April 1, 2019
	  	 	5.22	% 
	 October 1, 2019
	  	 	5.07	% 
	 April 1, 2020
	  	 	4.92	% 
	 October 1, 2020
	  	 	4.77	% 
	 April 1, 2021
	  	 	4.00	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	33.82	% 


  

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Boeing 777-323ER 
 N718AN

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.94	% 
	 October 1, 2015
	  	 	2.89	% 
	 April 1, 2016
	  	 	2.85	% 
	 October 1, 2016
	  	 	2.81	% 
	 April 1, 2017
	  	 	2.76	% 
	 October 1, 2017
	  	 	2.72	% 
	 April 1, 2018
	  	 	2.68	% 
	 October 1, 2018
	  	 	2.63	% 
	 April 1, 2019
	  	 	2.59	% 
	 October 1, 2019
	  	 	2.55	% 
	 April 1, 2020
	  	 	2.50	% 
	 October 1, 2020
	  	 	2.46	% 
	 April 1, 2021
	  	 	2.60	% 
	 October 1, 2021
	  	 	2.54	% 
	 April 1, 2022
	  	 	2.49	% 
	 October 1, 2022
	  	 	2.44	% 
	 April 1, 2023
	  	 	2.39	% 
	 October 1, 2023
	  	 	2.34	% 
	 April 1, 2024
	  	 	2.29	% 
	 October 1, 2024
	  	 	2.24	% 
	 April 1, 2025
	  	 	2.19	% 
	 October 1, 2025
	  	 	2.14	% 
	 April 1, 2026
	  	 	2.09	% 
	 October 1, 2026
	  	 	41.86	% 

 Series B Equipment Notes 

Boeing 777-323ER 
 N718AN

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.67	% 
	 October 1, 2015
	  	 	4.57	% 
	 April 1, 2016
	  	 	4.48	% 
	 October 1, 2016
	  	 	4.38	% 
	 April 1, 2017
	  	 	4.28	% 
	 October 1, 2017
	  	 	4.18	% 
	 April 1, 2018
	  	 	4.08	% 
	 October 1, 2018
	  	 	3.98	% 
	 April 1, 2019
	  	 	5.22	% 
	 October 1, 2019
	  	 	5.07	% 
	 April 1, 2020
	  	 	4.92	% 
	 October 1, 2020
	  	 	4.77	% 
	 April 1, 2021
	  	 	4.00	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	33.82	% 


  
 Sch. III-2 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Boeing 777-323ER 
 N719AN

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.91	% 
	 October 1, 2015
	  	 	2.87	% 
	 April 1, 2016
	  	 	2.83	% 
	 October 1, 2016
	  	 	2.78	% 
	 April 1, 2017
	  	 	2.74	% 
	 October 1, 2017
	  	 	2.70	% 
	 April 1, 2018
	  	 	2.66	% 
	 October 1, 2018
	  	 	2.61	% 
	 April 1, 2019
	  	 	2.57	% 
	 October 1, 2019
	  	 	2.53	% 
	 April 1, 2020
	  	 	2.48	% 
	 October 1, 2020
	  	 	2.44	% 
	 April 1, 2021
	  	 	2.58	% 
	 October 1, 2021
	  	 	2.53	% 
	 April 1, 2022
	  	 	2.48	% 
	 October 1, 2022
	  	 	2.43	% 
	 April 1, 2023
	  	 	2.38	% 
	 October 1, 2023
	  	 	2.33	% 
	 April 1, 2024
	  	 	2.28	% 
	 October 1, 2024
	  	 	2.23	% 
	 April 1, 2025
	  	 	2.18	% 
	 October 1, 2025
	  	 	2.13	% 
	 April 1, 2026
	  	 	2.08	% 
	 October 1, 2026
	  	 	42.24	% 

 Series B Equipment Notes 

Boeing 777-323ER 
 N719AN

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.65	% 
	 October 1, 2015
	  	 	4.55	% 
	 April 1, 2016
	  	 	4.45	% 
	 October 1, 2016
	  	 	4.36	% 
	 April 1, 2017
	  	 	4.26	% 
	 October 1, 2017
	  	 	4.16	% 
	 April 1, 2018
	  	 	4.06	% 
	 October 1, 2018
	  	 	3.96	% 
	 April 1, 2019
	  	 	5.21	% 
	 October 1, 2019
	  	 	5.06	% 
	 April 1, 2020
	  	 	4.91	% 
	 October 1, 2020
	  	 	4.77	% 
	 April 1, 2021
	  	 	4.00	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	33.99	% 


  
 Sch. III-3 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Boeing 777-323ER 
 N726AN

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.89	% 
	 October 1, 2015
	  	 	2.85	% 
	 April 1, 2016
	  	 	2.80	% 
	 October 1, 2016
	  	 	2.76	% 
	 April 1, 2017
	  	 	2.72	% 
	 October 1, 2017
	  	 	2.68	% 
	 April 1, 2018
	  	 	2.64	% 
	 October 1, 2018
	  	 	2.59	% 
	 April 1, 2019
	  	 	2.55	% 
	 October 1, 2019
	  	 	2.51	% 
	 April 1, 2020
	  	 	2.47	% 
	 October 1, 2020
	  	 	2.43	% 
	 April 1, 2021
	  	 	2.56	% 
	 October 1, 2021
	  	 	2.52	% 
	 April 1, 2022
	  	 	2.47	% 
	 October 1, 2022
	  	 	2.42	% 
	 April 1, 2023
	  	 	2.37	% 
	 October 1, 2023
	  	 	2.32	% 
	 April 1, 2024
	  	 	2.27	% 
	 October 1, 2024
	  	 	2.22	% 
	 April 1, 2025
	  	 	2.17	% 
	 October 1, 2025
	  	 	2.12	% 
	 April 1, 2026
	  	 	2.07	% 
	 October 1, 2026
	  	 	42.61	% 

 Series B Equipment Notes 

Boeing 777-323ER 
 N726AN

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.63	% 
	 October 1, 2015
	  	 	4.53	% 
	 April 1, 2016
	  	 	4.43	% 
	 October 1, 2016
	  	 	4.34	% 
	 April 1, 2017
	  	 	4.24	% 
	 October 1, 2017
	  	 	4.14	% 
	 April 1, 2018
	  	 	4.05	% 
	 October 1, 2018
	  	 	3.95	% 
	 April 1, 2019
	  	 	5.20	% 
	 October 1, 2019
	  	 	5.05	% 
	 April 1, 2020
	  	 	4.91	% 
	 October 1, 2020
	  	 	4.76	% 
	 April 1, 2021
	  	 	3.99	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	34.15	% 


  
 Sch. III-4 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Boeing 777-323ER 
 N727AN

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.87	% 
	 October 1, 2015
	  	 	2.82	% 
	 April 1, 2016
	  	 	2.78	% 
	 October 1, 2016
	  	 	2.74	% 
	 April 1, 2017
	  	 	2.70	% 
	 October 1, 2017
	  	 	2.66	% 
	 April 1, 2018
	  	 	2.62	% 
	 October 1, 2018
	  	 	2.57	% 
	 April 1, 2019
	  	 	2.53	% 
	 October 1, 2019
	  	 	2.49	% 
	 April 1, 2020
	  	 	2.45	% 
	 October 1, 2020
	  	 	2.41	% 
	 April 1, 2021
	  	 	2.55	% 
	 October 1, 2021
	  	 	2.50	% 
	 April 1, 2022
	  	 	2.45	% 
	 October 1, 2022
	  	 	2.40	% 
	 April 1, 2023
	  	 	2.36	% 
	 October 1, 2023
	  	 	2.31	% 
	 April 1, 2024
	  	 	2.26	% 
	 October 1, 2024
	  	 	2.21	% 
	 April 1, 2025
	  	 	2.16	% 
	 October 1, 2025
	  	 	2.11	% 
	 April 1, 2026
	  	 	2.07	% 
	 October 1, 2026
	  	 	42.97	% 

 Series B Equipment Notes 

Boeing 777-323ER 
 N727AN

  

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.60	% 
	 October 1, 2015
	  	 	4.51	% 
	 April 1, 2016
	  	 	4.41	% 
	 October 1, 2016
	  	 	4.32	% 
	 April 1, 2017
	  	 	4.22	% 
	 October 1, 2017
	  	 	4.13	% 
	 April 1, 2018
	  	 	4.03	% 
	 October 1, 2018
	  	 	3.94	% 
	 April 1, 2019
	  	 	5.19	% 
	 October 1, 2019
	  	 	5.05	% 
	 April 1, 2020
	  	 	4.91	% 
	 October 1, 2020
	  	 	4.76	% 
	 April 1, 2021
	  	 	3.99	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	34.31	% 


  
 Sch. III-5 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A319-112 
 N8001N 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	3.16	% 
	 October 1, 2015
	  	 	3.11	% 
	 April 1, 2016
	  	 	3.06	% 
	 October 1, 2016
	  	 	3.01	% 
	 April 1, 2017
	  	 	2.96	% 
	 October 1, 2017
	  	 	2.90	% 
	 April 1, 2018
	  	 	2.85	% 
	 October 1, 2018
	  	 	2.80	% 
	 April 1, 2019
	  	 	2.75	% 
	 October 1, 2019
	  	 	2.70	% 
	 April 1, 2020
	  	 	2.65	% 
	 October 1, 2020
	  	 	2.60	% 
	 April 1, 2021
	  	 	2.88	% 
	 October 1, 2021
	  	 	2.81	% 
	 April 1, 2022
	  	 	2.75	% 
	 October 1, 2022
	  	 	2.69	% 
	 April 1, 2023
	  	 	2.62	% 
	 October 1, 2023
	  	 	2.56	% 
	 April 1, 2024
	  	 	2.50	% 
	 October 1, 2024
	  	 	2.43	% 
	 April 1, 2025
	  	 	2.37	% 
	 October 1, 2025
	  	 	2.31	% 
	 April 1, 2026
	  	 	2.24	% 
	 October 1, 2026
	  	 	37.28	% 

 Series B Equipment Notes 

Airbus A319-112 
 N8001N 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.47	% 
	 October 1, 2015
	  	 	4.38	% 
	 April 1, 2016
	  	 	4.29	% 
	 October 1, 2016
	  	 	4.20	% 
	 April 1, 2017
	  	 	4.11	% 
	 October 1, 2017
	  	 	4.01	% 
	 April 1, 2018
	  	 	3.92	% 
	 October 1, 2018
	  	 	3.83	% 
	 April 1, 2019
	  	 	4.41	% 
	 October 1, 2019
	  	 	4.29	% 
	 April 1, 2020
	  	 	4.18	% 
	 October 1, 2020
	  	 	4.06	% 
	 April 1, 2021
	  	 	2.82	% 
	 October 1, 2021
	  	 	2.75	% 
	 April 1, 2022
	  	 	2.68	% 
	 October 1, 2022
	  	 	41.60	% 


  
 Sch. III-6 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A319-112 
 N9004F 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	3.16	% 
	 October 1, 2015
	  	 	3.11	% 
	 April 1, 2016
	  	 	3.06	% 
	 October 1, 2016
	  	 	3.01	% 
	 April 1, 2017
	  	 	2.96	% 
	 October 1, 2017
	  	 	2.90	% 
	 April 1, 2018
	  	 	2.85	% 
	 October 1, 2018
	  	 	2.80	% 
	 April 1, 2019
	  	 	2.75	% 
	 October 1, 2019
	  	 	2.70	% 
	 April 1, 2020
	  	 	2.65	% 
	 October 1, 2020
	  	 	2.60	% 
	 April 1, 2021
	  	 	2.88	% 
	 October 1, 2021
	  	 	2.81	% 
	 April 1, 2022
	  	 	2.75	% 
	 October 1, 2022
	  	 	2.69	% 
	 April 1, 2023
	  	 	2.62	% 
	 October 1, 2023
	  	 	2.56	% 
	 April 1, 2024
	  	 	2.50	% 
	 October 1, 2024
	  	 	2.43	% 
	 April 1, 2025
	  	 	2.37	% 
	 October 1, 2025
	  	 	2.31	% 
	 April 1, 2026
	  	 	2.24	% 
	 October 1, 2026
	  	 	37.28	% 

 Series B Equipment Notes 

Airbus A319-112 
 N9004F 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.47	% 
	 October 1, 2015
	  	 	4.38	% 
	 April 1, 2016
	  	 	4.29	% 
	 October 1, 2016
	  	 	4.20	% 
	 April 1, 2017
	  	 	4.11	% 
	 October 1, 2017
	  	 	4.01	% 
	 April 1, 2018
	  	 	3.92	% 
	 October 1, 2018
	  	 	3.83	% 
	 April 1, 2019
	  	 	4.41	% 
	 October 1, 2019
	  	 	4.29	% 
	 April 1, 2020
	  	 	4.18	% 
	 October 1, 2020
	  	 	4.06	% 
	 April 1, 2021
	  	 	2.82	% 
	 October 1, 2021
	  	 	2.75	% 
	 April 1, 2022
	  	 	2.68	% 
	 October 1, 2022
	  	 	41.60	% 


  
 Sch. III-7 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A319-112 
 N4005X 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	3.16	% 
	 October 1, 2015
	  	 	3.11	% 
	 April 1, 2016
	  	 	3.06	% 
	 October 1, 2016
	  	 	3.01	% 
	 April 1, 2017
	  	 	2.96	% 
	 October 1, 2017
	  	 	2.90	% 
	 April 1, 2018
	  	 	2.85	% 
	 October 1, 2018
	  	 	2.80	% 
	 April 1, 2019
	  	 	2.75	% 
	 October 1, 2019
	  	 	2.70	% 
	 April 1, 2020
	  	 	2.65	% 
	 October 1, 2020
	  	 	2.60	% 
	 April 1, 2021
	  	 	2.88	% 
	 October 1, 2021
	  	 	2.81	% 
	 April 1, 2022
	  	 	2.75	% 
	 October 1, 2022
	  	 	2.69	% 
	 April 1, 2023
	  	 	2.62	% 
	 October 1, 2023
	  	 	2.56	% 
	 April 1, 2024
	  	 	2.50	% 
	 October 1, 2024
	  	 	2.43	% 
	 April 1, 2025
	  	 	2.37	% 
	 October 1, 2025
	  	 	2.31	% 
	 April 1, 2026
	  	 	2.24	% 
	 October 1, 2026
	  	 	37.28	% 

 Series B Equipment Notes 

Airbus A319-112 
 N4005X 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.47	% 
	 October 1, 2015
	  	 	4.38	% 
	 April 1, 2016
	  	 	4.29	% 
	 October 1, 2016
	  	 	4.20	% 
	 April 1, 2017
	  	 	4.11	% 
	 October 1, 2017
	  	 	4.01	% 
	 April 1, 2018
	  	 	3.92	% 
	 October 1, 2018
	  	 	3.83	% 
	 April 1, 2019
	  	 	4.41	% 
	 October 1, 2019
	  	 	4.29	% 
	 April 1, 2020
	  	 	4.18	% 
	 October 1, 2020
	  	 	4.06	% 
	 April 1, 2021
	  	 	2.82	% 
	 October 1, 2021
	  	 	2.75	% 
	 April 1, 2022
	  	 	2.68	% 
	 October 1, 2022
	  	 	41.60	% 


  
 Sch. III-8 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A319-112 
 N9012 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	3.16	% 
	 October 1, 2015
	  	 	3.11	% 
	 April 1, 2016
	  	 	3.06	% 
	 October 1, 2016
	  	 	3.01	% 
	 April 1, 2017
	  	 	2.96	% 
	 October 1, 2017
	  	 	2.90	% 
	 April 1, 2018
	  	 	2.85	% 
	 October 1, 2018
	  	 	2.80	% 
	 April 1, 2019
	  	 	2.75	% 
	 October 1, 2019
	  	 	2.70	% 
	 April 1, 2020
	  	 	2.65	% 
	 October 1, 2020
	  	 	2.60	% 
	 April 1, 2021
	  	 	2.88	% 
	 October 1, 2021
	  	 	2.81	% 
	 April 1, 2022
	  	 	2.75	% 
	 October 1, 2022
	  	 	2.69	% 
	 April 1, 2023
	  	 	2.62	% 
	 October 1, 2023
	  	 	2.56	% 
	 April 1, 2024
	  	 	2.50	% 
	 October 1, 2024
	  	 	2.43	% 
	 April 1, 2025
	  	 	2.37	% 
	 October 1, 2025
	  	 	2.31	% 
	 April 1, 2026
	  	 	2.24	% 
	 October 1, 2026
	  	 	37.28	% 

 Series B Equipment Notes 

Airbus A319-112 
 N9012 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.47	% 
	 October 1, 2015
	  	 	4.38	% 
	 April 1, 2016
	  	 	4.29	% 
	 October 1, 2016
	  	 	4.20	% 
	 April 1, 2017
	  	 	4.11	% 
	 October 1, 2017
	  	 	4.01	% 
	 April 1, 2018
	  	 	3.92	% 
	 October 1, 2018
	  	 	3.83	% 
	 April 1, 2019
	  	 	4.41	% 
	 October 1, 2019
	  	 	4.29	% 
	 April 1, 2020
	  	 	4.18	% 
	 October 1, 2020
	  	 	4.06	% 
	 April 1, 2021
	  	 	2.82	% 
	 October 1, 2021
	  	 	2.75	% 
	 April 1, 2022
	  	 	2.68	% 
	 October 1, 2022
	  	 	41.60	% 


  
 Sch. III-9 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A319-112 
 N3014R 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	3.16	% 
	 October 1, 2015
	  	 	3.11	% 
	 April 1, 2016
	  	 	3.06	% 
	 October 1, 2016
	  	 	3.01	% 
	 April 1, 2017
	  	 	2.96	% 
	 October 1, 2017
	  	 	2.90	% 
	 April 1, 2018
	  	 	2.85	% 
	 October 1, 2018
	  	 	2.80	% 
	 April 1, 2019
	  	 	2.75	% 
	 October 1, 2019
	  	 	2.70	% 
	 April 1, 2020
	  	 	2.65	% 
	 October 1, 2020
	  	 	2.60	% 
	 April 1, 2021
	  	 	2.88	% 
	 October 1, 2021
	  	 	2.81	% 
	 April 1, 2022
	  	 	2.75	% 
	 October 1, 2022
	  	 	2.69	% 
	 April 1, 2023
	  	 	2.62	% 
	 October 1, 2023
	  	 	2.56	% 
	 April 1, 2024
	  	 	2.50	% 
	 October 1, 2024
	  	 	2.43	% 
	 April 1, 2025
	  	 	2.37	% 
	 October 1, 2025
	  	 	2.31	% 
	 April 1, 2026
	  	 	2.24	% 
	 October 1, 2026
	  	 	37.28	% 

 Series B Equipment Notes 

Airbus A319-112 
 N3014R 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.47	% 
	 October 1, 2015
	  	 	4.38	% 
	 April 1, 2016
	  	 	4.29	% 
	 October 1, 2016
	  	 	4.20	% 
	 April 1, 2017
	  	 	4.11	% 
	 October 1, 2017
	  	 	4.01	% 
	 April 1, 2018
	  	 	3.92	% 
	 October 1, 2018
	  	 	3.83	% 
	 April 1, 2019
	  	 	4.41	% 
	 October 1, 2019
	  	 	4.29	% 
	 April 1, 2020
	  	 	4.18	% 
	 October 1, 2020
	  	 	4.06	% 
	 April 1, 2021
	  	 	2.82	% 
	 October 1, 2021
	  	 	2.75	% 
	 April 1, 2022
	  	 	2.68	% 
	 October 1, 2022
	  	 	41.60	% 


  
 Sch. III-10 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A321-231 
 N108NN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.87	% 
	 October 1, 2015
	  	 	2.82	% 
	 April 1, 2016
	  	 	2.78	% 
	 October 1, 2016
	  	 	2.74	% 
	 April 1, 2017
	  	 	2.70	% 
	 October 1, 2017
	  	 	2.66	% 
	 April 1, 2018
	  	 	2.62	% 
	 October 1, 2018
	  	 	2.57	% 
	 April 1, 2019
	  	 	2.53	% 
	 October 1, 2019
	  	 	2.49	% 
	 April 1, 2020
	  	 	2.45	% 
	 October 1, 2020
	  	 	2.41	% 
	 April 1, 2021
	  	 	2.55	% 
	 October 1, 2021
	  	 	2.50	% 
	 April 1, 2022
	  	 	2.45	% 
	 October 1, 2022
	  	 	2.40	% 
	 April 1, 2023
	  	 	2.36	% 
	 October 1, 2023
	  	 	2.31	% 
	 April 1, 2024
	  	 	2.26	% 
	 October 1, 2024
	  	 	2.21	% 
	 April 1, 2025
	  	 	2.16	% 
	 October 1, 2025
	  	 	2.11	% 
	 April 1, 2026
	  	 	2.07	% 
	 October 1, 2026
	  	 	42.97	% 

 Series B Equipment Notes 

Airbus A321-231 
 N108NN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.60	% 
	 October 1, 2015
	  	 	4.51	% 
	 April 1, 2016
	  	 	4.41	% 
	 October 1, 2016
	  	 	4.32	% 
	 April 1, 2017
	  	 	4.22	% 
	 October 1, 2017
	  	 	4.13	% 
	 April 1, 2018
	  	 	4.03	% 
	 October 1, 2018
	  	 	3.94	% 
	 April 1, 2019
	  	 	5.19	% 
	 October 1, 2019
	  	 	5.05	% 
	 April 1, 2020
	  	 	4.91	% 
	 October 1, 2020
	  	 	4.76	% 
	 April 1, 2021
	  	 	3.99	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	34.31	% 


  
 Sch. III-11 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A321-231 
 N110AN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.87	% 
	 October 1, 2015
	  	 	2.82	% 
	 April 1, 2016
	  	 	2.78	% 
	 October 1, 2016
	  	 	2.74	% 
	 April 1, 2017
	  	 	2.70	% 
	 October 1, 2017
	  	 	2.66	% 
	 April 1, 2018
	  	 	2.62	% 
	 October 1, 2018
	  	 	2.57	% 
	 April 1, 2019
	  	 	2.53	% 
	 October 1, 2019
	  	 	2.49	% 
	 April 1, 2020
	  	 	2.45	% 
	 October 1, 2020
	  	 	2.41	% 
	 April 1, 2021
	  	 	2.55	% 
	 October 1, 2021
	  	 	2.50	% 
	 April 1, 2022
	  	 	2.45	% 
	 October 1, 2022
	  	 	2.40	% 
	 April 1, 2023
	  	 	2.36	% 
	 October 1, 2023
	  	 	2.31	% 
	 April 1, 2024
	  	 	2.26	% 
	 October 1, 2024
	  	 	2.21	% 
	 April 1, 2025
	  	 	2.16	% 
	 October 1, 2025
	  	 	2.11	% 
	 April 1, 2026
	  	 	2.07	% 
	 October 1, 2026
	  	 	42.97	% 

 Series B Equipment Notes 

Airbus A321-231 
 N110AN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.60	% 
	 October 1, 2015
	  	 	4.51	% 
	 April 1, 2016
	  	 	4.41	% 
	 October 1, 2016
	  	 	4.32	% 
	 April 1, 2017
	  	 	4.22	% 
	 October 1, 2017
	  	 	4.13	% 
	 April 1, 2018
	  	 	4.03	% 
	 October 1, 2018
	  	 	3.94	% 
	 April 1, 2019
	  	 	5.19	% 
	 October 1, 2019
	  	 	5.05	% 
	 April 1, 2020
	  	 	4.91	% 
	 October 1, 2020
	  	 	4.76	% 
	 April 1, 2021
	  	 	3.99	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	34.31	% 


  
 Sch. III-12 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A321-231 
 N111ZN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.87	% 
	 October 1, 2015
	  	 	2.82	% 
	 April 1, 2016
	  	 	2.78	% 
	 October 1, 2016
	  	 	2.74	% 
	 April 1, 2017
	  	 	2.70	% 
	 October 1, 2017
	  	 	2.66	% 
	 April 1, 2018
	  	 	2.62	% 
	 October 1, 2018
	  	 	2.57	% 
	 April 1, 2019
	  	 	2.53	% 
	 October 1, 2019
	  	 	2.49	% 
	 April 1, 2020
	  	 	2.45	% 
	 October 1, 2020
	  	 	2.41	% 
	 April 1, 2021
	  	 	2.55	% 
	 October 1, 2021
	  	 	2.50	% 
	 April 1, 2022
	  	 	2.45	% 
	 October 1, 2022
	  	 	2.40	% 
	 April 1, 2023
	  	 	2.36	% 
	 October 1, 2023
	  	 	2.31	% 
	 April 1, 2024
	  	 	2.26	% 
	 October 1, 2024
	  	 	2.21	% 
	 April 1, 2025
	  	 	2.16	% 
	 October 1, 2025
	  	 	2.11	% 
	 April 1, 2026
	  	 	2.07	% 
	 October 1, 2026
	  	 	42.97	% 

 Series B Equipment Notes 

Airbus A321-231 
 N111ZN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.60	% 
	 October 1, 2015
	  	 	4.51	% 
	 April 1, 2016
	  	 	4.41	% 
	 October 1, 2016
	  	 	4.32	% 
	 April 1, 2017
	  	 	4.22	% 
	 October 1, 2017
	  	 	4.13	% 
	 April 1, 2018
	  	 	4.03	% 
	 October 1, 2018
	  	 	3.94	% 
	 April 1, 2019
	  	 	5.19	% 
	 October 1, 2019
	  	 	5.05	% 
	 April 1, 2020
	  	 	4.91	% 
	 October 1, 2020
	  	 	4.76	% 
	 April 1, 2021
	  	 	3.99	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	34.31	% 


  
 Sch. III-13 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A321-231 
 N112AN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.87	% 
	 October 1, 2015
	  	 	2.82	% 
	 April 1, 2016
	  	 	2.78	% 
	 October 1, 2016
	  	 	2.74	% 
	 April 1, 2017
	  	 	2.70	% 
	 October 1, 2017
	  	 	2.66	% 
	 April 1, 2018
	  	 	2.62	% 
	 October 1, 2018
	  	 	2.57	% 
	 April 1, 2019
	  	 	2.53	% 
	 October 1, 2019
	  	 	2.49	% 
	 April 1, 2020
	  	 	2.45	% 
	 October 1, 2020
	  	 	2.41	% 
	 April 1, 2021
	  	 	2.55	% 
	 October 1, 2021
	  	 	2.50	% 
	 April 1, 2022
	  	 	2.45	% 
	 October 1, 2022
	  	 	2.40	% 
	 April 1, 2023
	  	 	2.36	% 
	 October 1, 2023
	  	 	2.31	% 
	 April 1, 2024
	  	 	2.26	% 
	 October 1, 2024
	  	 	2.21	% 
	 April 1, 2025
	  	 	2.16	% 
	 October 1, 2025
	  	 	2.11	% 
	 April 1, 2026
	  	 	2.07	% 
	 October 1, 2026
	  	 	42.97	% 

 Series B Equipment Notes 

Airbus A321-231 
 N112AN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.60	% 
	 October 1, 2015
	  	 	4.51	% 
	 April 1, 2016
	  	 	4.41	% 
	 October 1, 2016
	  	 	4.32	% 
	 April 1, 2017
	  	 	4.22	% 
	 October 1, 2017
	  	 	4.13	% 
	 April 1, 2018
	  	 	4.03	% 
	 October 1, 2018
	  	 	3.94	% 
	 April 1, 2019
	  	 	5.19	% 
	 October 1, 2019
	  	 	5.05	% 
	 April 1, 2020
	  	 	4.91	% 
	 October 1, 2020
	  	 	4.76	% 
	 April 1, 2021
	  	 	3.99	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	34.31	% 


  
 Sch. III-14 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A321-231 
 N113AN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.87	% 
	 October 1, 2015
	  	 	2.82	% 
	 April 1, 2016
	  	 	2.78	% 
	 October 1, 2016
	  	 	2.74	% 
	 April 1, 2017
	  	 	2.70	% 
	 October 1, 2017
	  	 	2.66	% 
	 April 1, 2018
	  	 	2.62	% 
	 October 1, 2018
	  	 	2.57	% 
	 April 1, 2019
	  	 	2.53	% 
	 October 1, 2019
	  	 	2.49	% 
	 April 1, 2020
	  	 	2.45	% 
	 October 1, 2020
	  	 	2.41	% 
	 April 1, 2021
	  	 	2.55	% 
	 October 1, 2021
	  	 	2.50	% 
	 April 1, 2022
	  	 	2.45	% 
	 October 1, 2022
	  	 	2.40	% 
	 April 1, 2023
	  	 	2.36	% 
	 October 1, 2023
	  	 	2.31	% 
	 April 1, 2024
	  	 	2.26	% 
	 October 1, 2024
	  	 	2.21	% 
	 April 1, 2025
	  	 	2.16	% 
	 October 1, 2025
	  	 	2.11	% 
	 April 1, 2026
	  	 	2.07	% 
	 October 1, 2026
	  	 	42.97	% 

 Series B Equipment Notes 

Airbus A321-231 
 N113AN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.60	% 
	 October 1, 2015
	  	 	4.51	% 
	 April 1, 2016
	  	 	4.41	% 
	 October 1, 2016
	  	 	4.32	% 
	 April 1, 2017
	  	 	4.22	% 
	 October 1, 2017
	  	 	4.13	% 
	 April 1, 2018
	  	 	4.03	% 
	 October 1, 2018
	  	 	3.94	% 
	 April 1, 2019
	  	 	5.19	% 
	 October 1, 2019
	  	 	5.05	% 
	 April 1, 2020
	  	 	4.91	% 
	 October 1, 2020
	  	 	4.76	% 
	 April 1, 2021
	  	 	3.99	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	34.31	% 


  
 Sch. III-15 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A321-231 
 N115NN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.87	% 
	 October 1, 2015
	  	 	2.82	% 
	 April 1, 2016
	  	 	2.78	% 
	 October 1, 2016
	  	 	2.74	% 
	 April 1, 2017
	  	 	2.70	% 
	 October 1, 2017
	  	 	2.66	% 
	 April 1, 2018
	  	 	2.62	% 
	 October 1, 2018
	  	 	2.57	% 
	 April 1, 2019
	  	 	2.53	% 
	 October 1, 2019
	  	 	2.49	% 
	 April 1, 2020
	  	 	2.45	% 
	 October 1, 2020
	  	 	2.41	% 
	 April 1, 2021
	  	 	2.55	% 
	 October 1, 2021
	  	 	2.50	% 
	 April 1, 2022
	  	 	2.45	% 
	 October 1, 2022
	  	 	2.40	% 
	 April 1, 2023
	  	 	2.36	% 
	 October 1, 2023
	  	 	2.31	% 
	 April 1, 2024
	  	 	2.26	% 
	 October 1, 2024
	  	 	2.21	% 
	 April 1, 2025
	  	 	2.16	% 
	 October 1, 2025
	  	 	2.11	% 
	 April 1, 2026
	  	 	2.07	% 
	 October 1, 2026
	  	 	42.97	% 

 Series B Equipment Notes 

Airbus A321-231 
 N115NN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.60	% 
	 October 1, 2015
	  	 	4.51	% 
	 April 1, 2016
	  	 	4.41	% 
	 October 1, 2016
	  	 	4.32	% 
	 April 1, 2017
	  	 	4.22	% 
	 October 1, 2017
	  	 	4.13	% 
	 April 1, 2018
	  	 	4.03	% 
	 October 1, 2018
	  	 	3.94	% 
	 April 1, 2019
	  	 	5.19	% 
	 October 1, 2019
	  	 	5.05	% 
	 April 1, 2020
	  	 	4.91	% 
	 October 1, 2020
	  	 	4.76	% 
	 April 1, 2021
	  	 	3.99	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	34.31	% 


  
 Sch. III-16 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Series A Equipment Notes 

Airbus A321-231 
 N117AN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	2.87	% 
	 October 1, 2015
	  	 	2.82	% 
	 April 1, 2016
	  	 	2.78	% 
	 October 1, 2016
	  	 	2.74	% 
	 April 1, 2017
	  	 	2.70	% 
	 October 1, 2017
	  	 	2.66	% 
	 April 1, 2018
	  	 	2.62	% 
	 October 1, 2018
	  	 	2.57	% 
	 April 1, 2019
	  	 	2.53	% 
	 October 1, 2019
	  	 	2.49	% 
	 April 1, 2020
	  	 	2.45	% 
	 October 1, 2020
	  	 	2.41	% 
	 April 1, 2021
	  	 	2.55	% 
	 October 1, 2021
	  	 	2.50	% 
	 April 1, 2022
	  	 	2.45	% 
	 October 1, 2022
	  	 	2.40	% 
	 April 1, 2023
	  	 	2.36	% 
	 October 1, 2023
	  	 	2.31	% 
	 April 1, 2024
	  	 	2.26	% 
	 October 1, 2024
	  	 	2.21	% 
	 April 1, 2025
	  	 	2.16	% 
	 October 1, 2025
	  	 	2.11	% 
	 April 1, 2026
	  	 	2.07	% 
	 October 1, 2026
	  	 	42.97	% 

 Series B Equipment Notes 

Airbus A321-231 
 N117AN 

 

					
	 Payment Date
	  	Percentage of Original
Principal Amount to
be Paid	 
	 April 1, 2015
	  	 	4.60	% 
	 October 1, 2015
	  	 	4.51	% 
	 April 1, 2016
	  	 	4.41	% 
	 October 1, 2016
	  	 	4.32	% 
	 April 1, 2017
	  	 	4.22	% 
	 October 1, 2017
	  	 	4.13	% 
	 April 1, 2018
	  	 	4.03	% 
	 October 1, 2018
	  	 	3.94	% 
	 April 1, 2019
	  	 	5.19	% 
	 October 1, 2019
	  	 	5.05	% 
	 April 1, 2020
	  	 	4.91	% 
	 October 1, 2020
	  	 	4.76	% 
	 April 1, 2021
	  	 	3.99	% 
	 October 1, 2021
	  	 	3.87	% 
	 April 1, 2022
	  	 	3.75	% 
	 October 1, 2022
	  	 	34.31	% 


  
 Sch. III-17 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Indenture for Each Aircraft 

Debt Rate (as such term is defined in clause (i) of the definition of “Debt Rate” in the form of Indenture and Security Agreement included as
Exhibit C to the Note Purchase Agreement (as such form may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Note Purchase Agreement, the “Indenture Form”))
(x) for Series A (computed on the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears): 3.700% and (y) for Series B (computed on the basis of a 360-day year consisting of twelve 30-day
months, payable semi-annually in arrears): 4.375%. 
  

			
	Past Due Rate:	  	The lesser of (a) with respect to (i) any payment made to a Noteholder (as such term is defined in the Indenture Form) under any Series of Equipment Notes relating to such Aircraft, the Debt Rate then applicable to
such Series plus 1% and (ii) any other payment made under any Operative Document (as such term is defined in the Indenture Form) to any other Person, the Debt Rate (as such term is defined in clause (ii) of the definition of “Debt
Rate” in the Indenture Form) plus 1% (computed on the basis of a year of 360 days comprised of twelve 30-day months) and (b) the maximum rate permitted by applicable law.
		
	Payment Dates:	  	April 1 and October 1 commencing with the first such date to occur after the issuance of the Equipment Notes with respect to such Aircraft.
		
	Make-Whole Amount:	  	As provided in Article II of the Indenture Form.
		
	Redemption:	  	As provided in Article II of the Indenture Form.
		
	All-risk hull insurance:	  	Not less than 110% of the unpaid principal amount of the Equipment Notes relating to such Aircraft, subject to the Company’s right to self-insure on terms no more favorable to the Company in any material respect than those set
forth in Section 7.06 of the Indenture Form.

 Participation Agreement for Each Aircraft 

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

  
 Sch. III-18 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Prohibited Modifications 
  

	1.	The parties may not modify in any material adverse respect the Granting Clause of the Indenture Form so as to deprive the Noteholders or the Related Noteholders (as defined in the Indenture Form) of a first priority
security interest in and mortgage lien on the Aircraft (as defined in the Indenture Form) or, to the extent assigned thereunder, the Warranty Rights (as defined in the Indenture Form) or to eliminate any of the obligations intended to be secured
thereby, or otherwise modify in any material adverse respect as regards the interests of the Noteholders, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in the Indenture Form) the provisions of Article II or
Article III, or Sections 7.05(a) or 7.05(b) (insofar as such Sections relate to conditions to “Airframe” and “Engine” replacements), or Sections 4.01, 4.02, 5.02, 9.02,
10.04, 10.11, 10.12 or 10.15 of the Indenture Form or the provisions of the proviso to the second full sentence of Section 7.02(e) of the Indenture Form as regards the rights of the Loan Trustee (as defined in
the Indenture Form) thereunder or the definition of “Make-Whole Amount” in Annex A to the Indenture Form. 

  

	2.	The parties may not modify in any material adverse respect as regards the interests of the Noteholders, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in the Participation Agreement
Form) the provisions of Sections 3.01(d), 3.01(f)(i), 3.01(r), 4.01(g), 4.01(h), 6.01(e), 6.01(f), 6.02(b), 6.02(c), 6.02(f), 7.03, 7.08 or 7.12 of the
Participation Agreement Form, or the first sentence of Section 6.02(c) of the Participation Agreement Form, or the provisions of Sections 3.01(g), (h) or (i) of the Participation Agreement Form so as to
eliminate the requirement to deliver to the Noteholders or the Loan Trustee (as defined in the Participation Agreement Form), as the case may be, the legal opinions to be provided to such Persons thereunder (recognizing that the lawyers rendering
such opinions may be changed) or otherwise modify the terms of the Participation Agreement Form to deprive the Pass Through Trustees, the Subordination Agent, the Liquidity Providers or the Loan Trustee (as defined in the Participation Agreement
Form) of any indemnity, or right of reimbursement, for Claims in its favor. 

  

	3.	Nothing in the two immediately preceding paragraphs shall prohibit any modification of the Indenture Form or the Participation Agreement Form to give effect to (a) the redemption of any Series B Equipment
Notes (or any Additional Series Equipment Notes) and issuance of new Equipment Notes with the same series designation as that of the redeemed Equipment Notes or (b) the issuance of any Additional Series Equipment Notes or the issuance of
pass through certificates by any pass through trust that acquires any such new Equipment Notes or Additional Series Equipment Notes, as applicable, or to provide for any credit support for any pass through certificates relating to any such new
Equipment Notes or Additional Series Equipment Notes, as applicable, in each case, as provided in Section 4(a)(v) of the Note Purchase Agreement. 


  
 Sch. III-19 

 

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 ANNEX A to 

NOTE PURCHASE AGREEMENT 

DEFINITIONS 

(a) Certain Rules of Construction. Unless the context otherwise requires, the following rules of construction shall
apply for all purposes of the Note Purchase Agreement (including this Annex A). 
 (i) Singular and Plural. The
definitions stated in this Annex A apply equally to both the singular and the plural forms of the terms defined. 

(ii) References to Parts. All references in the Note Purchase Agreement to designated “Sections”,
“Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated Section, Subsection, Schedule, Exhibit, Annex or other subdivision of the Note Purchase Agreement, unless
otherwise specifically stated. 
 (iii) Reference to the Whole. The words “herein”, “hereof” and
“hereunder” and other words of similar import refer to the Note Purchase Agreement as a whole and not to any particular Section, Subsection, Schedule, Exhibit, Annex or other subdivision. 

(iv) Reference to Government. All references in the Note Purchase Agreement to a “government” are to such
government and any instrumentality or agency thereof. 
 (v) Including Without Limitation. Unless the context
otherwise requires, whenever the words “including”, “include” or “includes” are used herein, they shall be deemed to be followed by the phrase “without limitation”. 

(vi) Notice and Notify. Whenever the words “notice” or “notify” or similar words are used herein,
they mean the provision of formal notice as set forth in Section 6 of the Note Purchase Agreement. 
 (vii)
Reference to Persons. All references in the Note Purchase Agreement to a Person shall include successors and permitted assigns of such Person. 

(b) Definitions. 

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

  

					
		 		 	 Note Purchase Agreement

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 “Additional Series Pass Through Certificates” means the pass through
certificates, if any, issued by any Additional Series Pass Through Trust (including, without limitation, any “Refinancing Certificates” (as such term is defined in the Intercreditor Agreement) issued by a “Refinancing Trust”
described in clause (ii) of the definition of “Additional Series Pass Through Trust”). 
 “Additional Series Pass
Through Trust” means (i) initially, a grantor trust, if any, created pursuant to the applicable Pass Through Trust Agreement to facilitate the issuance and sale of pass through certificates in connection with the initial
issuance of any Additional Series Equipment Notes and (ii) any “Refinancing Trust” (as such term is defined in the Intercreditor Agreement) created in connection with any subsequent redemption of such Additional Series
Equipment Notes and issuance of new Additional Series Equipment Notes. 
 “Additional Series Pass Through Trust Agreement”
means a Trust Supplement entered into in connection with the creation of an Additional Series Pass Through Trust, together with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time
in accordance with its terms. 
 “Additional Series Pass Through Trustee” means, with respect to any Additional Series Pass
Through Trust, the trustee under the Additional Series Pass Through Trust Agreement for such Additional Series Pass Through Trust, in its capacity as pass through trustee thereunder. 

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

“Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code §§101 et seq., as amended
from time to time, or any successor statutes thereto. 
 “Basic Pass Through Trust Agreement” means that certain Pass
Through Trust Agreement, dated as of September 16, 2014, between the Company and WTC, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms (but does not include any Trust Supplement).

 “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks are required or
authorized to close in New York, New York, Fort Worth, Texas, Wilmington, Delaware or, if different from the foregoing, the city and state in which any Loan Trustee, any Pass Through Trustee or the Subordination Agent maintains its Corporate Trust
Office or receives and disburses funds. 
 “Certificated Air Carrier” means an air carrier holding an air carrier operating
certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code for aircraft capable of carrying ten or more individuals or 6,000 pounds or more of cargo or that otherwise is certified or
registered to the extent required to fall within the purview of Section 1110. 

  

					
		 	A-2	 	 Note Purchase Agreement

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 “Certificates” has the meaning set forth in the third recital to the Note
Purchase Agreement. 
 “Citizen of the United States” has the meaning specified for such term in Section 40102(a)(15)
of Title 49 of the United States Code or any similar legislation of the United States enacted in substitution or replacement therefor. 

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

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

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

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

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

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

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

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

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

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

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

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

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

“Cut-Off Date” means the earlier of: 

  

					
		 	A-3	 	 Note Purchase Agreement

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

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

“Delivery Period Termination Date” means the earlier of: 

(a) December 31, 2014; and 

(b) the date on which Equipment Notes issued with respect to all of the Aircraft have been purchased by the Pass Through
Trustees in accordance with the Note Purchase Agreement. 
 “Deposits” has the meaning set forth in the ninth recital to
the Note Purchase Agreement. 
 “Deposit Agreements” has the meaning set forth in the ninth recital to the Note Purchase
Agreement, subject to Section 5(f) of the Note Purchase Agreement. 
 “Depositary” means, subject to
Section 5(f) of the Note Purchase Agreement, Crédit Agricole, acting through its New York Branch. 
 “Depositary
Threshold Rating” has the meaning set forth in Section 5(a) of the Note Purchase Agreement. 
 “Equipment
Notes” means and includes any equipment notes issued under any Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the Note Purchase Agreement and of such Indenture) and
any Equipment Note issued under any such Indenture in exchange for or replacement of any other Equipment Note. 
 “Escrow
Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement. 
 “Escrow Agent
Agreements” has the meaning set forth in Section 3(e)(i) of the Note Purchase Agreement. 
 “Escrow and Paying
Agent Agreements” has the meaning set forth in the fifth recital to the Note Purchase Agreement. 
 “FAA” means
the United States Federal Aviation Administration and any agency or instrumentality of the United States government succeeding to its functions. 

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


  

					
		 	A-4	 	 Note Purchase Agreement

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 “Funding Date” has the meaning set forth in Section 1(b) of the Note
Purchase Agreement. 
 “Funding Notice” has the meaning set forth in Section 1(b) of the Note Purchase
Agreement. 
 “Government Entity” means (a) any federal, state, provincial or similar government, and any body,
board, department, commission, court, tribunal, authority, agency or other instrumentality of any such government or otherwise exercising any executive, legislative, judicial, administrative or regulatory functions of such government or
(b) any other government entity having jurisdiction over any matter contemplated by the Operative Agreements or relating to the observance or performance of the obligations of any of the parties to the Operative Agreements. 

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

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

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

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

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Issuance Date, among the Pass Through
Trustees, the Liquidity Providers and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms; provided that for purposes of any obligations of the Company, no
amendment, modification or supplement to, or substitution or replacement of, such Intercreditor Agreement shall be effective unless consented to by the Company. 

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

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

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

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

  

					
		 	A-5	 	 Note Purchase Agreement

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 “Long-Term Rating” means, for any entity: (a) in the case of
Standard & Poor’s, the long-term issuer credit rating of such entity and (b) in the case of Fitch, the long-term issuer default rating of such entity. 

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

“Notice of Purchase Withdrawal” with respect to each Deposit Agreement, has the meaning set forth in
Section 2.3(a) of such Deposit Agreement. 
 “Operative Agreements” means, collectively, each Pass Through
Trust Agreement, the Note Purchase Agreement, each Escrow and Paying Agent Agreement, each Deposit Agreement, each Liquidity Facility, the Intercreditor Agreement, the Certificates and, with respect to each Aircraft in respect of which Equipment
Notes shall have been issued, the Financing Agreements. 
 “Participation Agreement” means with respect to an Aircraft, a
participation agreement substantially in the form of the Participation Agreement Form relating to the financing of such Aircraft, as such agreement may be amended, supplemented or otherwise modified from time to time. 

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

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

“Pass Through Trust Agreement” means each of the two separate Trust Supplements referred to in the seventh recital to the
Note Purchase Agreement, each dated as of the Issuance Date, by and between the Company and the Pass Through Trustee, together in each case with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof. 
 “Pass Through Trustee” has the meaning set forth in the first
paragraph of the Note Purchase Agreement. 
 “Paying Agent” has the meaning set forth in the first paragraph of the Note
Purchase Agreement. 
 “Paying Agent Agreements” has the meaning set forth in Section 3(f)(i) of the Note
Purchase Agreement. 
 “Person” means any individual, firm, partnership, joint venture, trust, trustee, Government Entity,
organization, association, corporation, limited liability company, government agency, committee, department, authority and other body, corporate or incorporate, whether having distinct legal status or not, or any member of any of the same. 

  

					
		 	A-6	 	 Note Purchase Agreement

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 “Rating Agencies” means, with respect to any Class of Certificates,
collectively, at any time, each nationally recognized rating agency which shall have been requested to rate such Class of Certificates and which shall then be rating such Class of Certificates. The initial Rating Agencies with respect to the
Class A Certificates and the Class B Certificates will be Standard & Poor’s and Fitch. 
 “Rating Agency
Confirmation” means, in the case of any action or event that, pursuant to the express terms of the Note Purchase Agreement, requires a “Rating Agency Confirmation” with respect to any Class of Certificates in connection therewith,
a written confirmation from each of the Rating Agencies then rating such Class of Certificates to the effect that such action or event would not result in (i) a reduction of the rating for such Class of Certificates by such Rating Agency
below the then current rating for such Class of Certificates issued by such Rating Agency (before the downgrading of such rating, if any, as a result of the downgrading of the Depositary below the applicable Depositary Threshold Rating, if
applicable) or (ii) a withdrawal or suspension of the rating of such Class of Certificates by such Rating Agency. 

“Register” means, with respect to the Class A Certificates, the register maintained pursuant to Sections 3.04 and
7.12 of the Basic Pass Through Trust Agreement with respect to the Class A Pass Through Trust and, with respect to the Class B Certificates, the register maintained pursuant to Section 7.12 of the Basic Pass Through Trust
Agreement and Section 9.03 of the Class B Trust Supplement with respect to the Class B Pass Through Trust. 

“Replacement Deposit Agreement” means, for each Class of Certificates, a deposit agreement substantially in the form of the
replaced Deposit Agreement for such Class of Certificates as shall permit the Rating Agencies to issue a Rating Agency Confirmation with respect to such Class of Certificates in connection with the replacement of the Depositary with the Replacement
Depositary party to such deposit agreement. 
 “Replacement Depositary” has the meaning set forth in
Section 5(a) of the Note Purchase Agreement. 
 “Required Terms” means the provisions set forth on Schedule
III to the Note Purchase Agreement. 
 “Section 1110” means Section 1110 of the Bankruptcy Code or any successor
or analogous Section of the federal bankruptcy law in effect from time to time. 
 “Series A Equipment Notes” means
Equipment Notes issued under an Indenture and designated as “Series A” thereunder. 
 “Series B Equipment Notes”
means Equipment Notes issued under an Indenture and designated as “Series B” thereunder. 
 “Standard &
Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business. 

  

					
		 	A-7	 	 Note Purchase Agreement

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 “Subordination Agent” has the meaning set forth in the first paragraph of the
Note Purchase Agreement. 
 “Taxes” means all license, recording, documentary, registration and other similar fees and all
taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto. 

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

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

“Trust Supplement” means (i) each agreement supplemental to the Basic Pass Through Trust Agreement referred to in
Section II to the Note Purchase Agreement and (ii) in the case of any Additional Series Pass Through Trust Certificates, if issued, whether in connection with the initial issuance of any Additional Series Equipment Notes or in connection with
any subsequent redemption of such Additional Series Equipment Notes and issuance of new Additional Series Equipment Notes, an agreement supplemental to the Basic Pass Through Trust Agreement pursuant to which (a) a separate trust is
created for the benefit of the holders of the pass through certificates of a class, (b) the issuance of the pass through certificates of such class representing fractional undivided interests in such trust is authorized and
(c) the terms of the pass through certificates of such class are established. 
 “Underwriters” has the meaning
set forth in the eighth recital to the Note Purchase Agreement. 
 “Underwriting Agreement” has the meaning set forth in
the eighth recital to the Note Purchase Agreement. 
 “United States” means the United States of America. 

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

  

					
		 	A-8	 	 Note Purchase Agreement

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 EXHIBIT A to 

NOTE PURCHASE AGREEMENT 
 FORM
OF FUNDING NOTICE 
 FUNDING NOTICE 

Dated as of [            ] 

To each of the addressees listed 
 in
Schedule A hereto 
  

	 	Re:	Funding Notice in accordance with Note Purchase 


	 	    	Agreement referred to below 

 Ladies and Gentlemen: 

Reference is made to the Note Purchase Agreement, dated as of September 16, 2014, among American Airlines, Inc. (the
“Company”), Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements (as defined therein) (the “Pass Through Trustee”), Wilmington Trust Company, as Subordination Agent (the
“Subordination Agent”), Wilmington Trust, National Association, as Escrow Agent (the “Escrow Agent”), and Wilmington Trust Company, as Paying Agent (the “Paying Agent”) (as in effect from time to
time, the “Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined therein, the Intercreditor
Agreement. 
 Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies you, in respect of the
aircraft described in Schedule B hereto (the “Aircraft”), of the following: 
  

	(1)	The Funding Date of the Aircraft shall be [            ]; 

  

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

  

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


 

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


  

					
		 		 	 Note Purchase Agreement

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

The Company hereby instructs the Class B Pass Through Trustee to (i) execute a Withdrawal Certificate in the form of Annex
A hereto dated as of [            ] and attach thereto a Notice of Purchase Withdrawal dated such date completed as set forth on Exhibit B hereto and (ii) deliver
such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent. 
 The Company hereby instructs each Pass
Through Trustee to (i) purchase Equipment Notes of the related series and in an amount set forth opposite such Pass Through Trustee in clause (2) above with a portion of the proceeds of the withdrawals of Deposits referred to in the
applicable Notice of Purchase Withdrawal referred to above and (ii) re-deposit with the Depositary the excess, if any, of the amount so withdrawn over the purchase price of such Equipment Notes. 

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

			
	American Airlines, Inc.
		
	By:	 	  

		 	Name:
		 	Title:


  

					
		 	-2-	 	 Note Purchase Agreement

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 Schedule A to 

Funding Notice 
 Wilmington Trust Company,
as 
 Class A Pass Through Trustee 
 1100
North Market Street 
 Wilmington, Delaware 19890 
 Attention:
Adam Vogelsong 
 Reference: American Airlines 2014-1 EETC 

Telephone: (302) 636-6472 
 Facsimile: (302) 636-4149

 Wilmington Trust Company, as 
 Subordination
Agent and Paying Agent 
 1100 North Market Street 
 Wilmington,
Delaware 19890 
 Attention: Adam Vogelsong 
 Reference:
American Airlines 2014-1 EETC 
 Telephone: (302) 636-6472 

Facsimile: (302) 636-4149 
 Wilmington Trust, National
Association, as 
 Escrow Agent 
 1100 North
Market Street 
 Wilmington, Delaware 19890 
 Attention: Adam
Vogelsong 
 Reference: American Airlines 2014-1 EETC 

Telephone: (302) 636-6472 
 Facsimile: (302) 636-4149

 Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as 

Depositary 
 1301 Avenue of the Americas 

New York, New York 10019 
 Attention: Lisa Ferraro, SFI Agency and
Middle Office 
 Reference: American Airlines 2014-1 EETC 

Facsimile: (917) 849-5054); 
 Attention: Thomas Jean,
Transportation Group 
 Reference: American Airlines 2014-1 EETC 

Facsimile: (917) 849-6378), 
 Attention: Maria Rodriguez,
Transportation Group, 
 Reference: American Airlines 2014-1 EETC 

Facsimile: (917) 849-5490) 

  

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Standard & Poor’s Ratings Services 

55 Water Street, 35th Floor 
 New York, New York 10004 

Attention: Betsy Snyder 
 Reference: American Airlines 2014-1 EETC

 Telephone: (212) 438-7811 
 Facsimile:
(212) 438-7820 

  

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 Schedule B to 

Funding Notice 
 Aircraft

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

  

					
		 		 	 Note Purchase Agreement

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 Schedule C to 

Funding Notice 
 Equipment
Notes 
  

													
	 Relevant Pass Through Trustee
	  	Series of Equipment Notes	 	  	Equipment Note No.	 	  	Original Principal
Amount	 
	 Class A Pass Through Trustee
	  	 	Series 2014-1A-____	  	  	 	No. A-____-__	  	  	$	__________	  
	 Class B Pass Through Trustee
	  	 	Series 2014-1B-____	  	  	 	No. B-____-__	  	  	$	__________	  


  

					
		 		 	 Note Purchase Agreement

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 Annex A to 

Funding Notice 
 WITHDRAWAL
CERTIFICATE 
 (Class [A][B]) 
 Wilmington
Trust, National Association, 
 as Escrow Agent 
 1100 North
Market Street 
 Wilmington, Delaware 19890-1605 
 Attention:
Adam Vogelsong 
 Reference: American Airlines 2014-1 EETC 

Telephone: (302) 636-6472 
 Facsimile: (302) 636-4140

 Ladies and Gentlemen: 
 Reference is made to the Escrow and
Paying Agent Agreement (Class [A][B]), dated as of September 16, 2014 (the “Agreement”). We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the
Note Purchase Agreement have been satisfied. Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Purchase Withdrawal and immediately transmit by facsimile to the Depositary, at Depositary, Crédit
Agricole Corporate and Investment Bank, acting through its New York Branch, as depositary, 1301 Avenue of the Americas, New York, NY 10019, Attention: Lisa Ferraro, SFI Agency and Middle Office (Telecopier: (917) 849-5054); Thomas Jean,
Transportation Group (Telecopier: (917) 849-6378), and Maria Rodriguez, Transportation Group, Telecopier: (917) 849-5490. 

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

 

			
	Very truly yours,
	
	 Wilmington Trust Company,
 not in
its individual capacity but solely as Pass

	Through Trustee
		
	By:	 	  

		 	Name:
		 	Title:


 Dated: As of [            , 20    ] 


  

					
		 		 	 Note Purchase Agreement

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 Exhibit A to 

Funding Notice 
 NOTICE OF
PURCHASE WITHDRAWAL 
 Crédit Agricole Corporate and Investment Bank, 

acting through its New York Branch, as Depositary, 
 1301 Avenue
of the Americas 
 New York, NY 10019 
 Attention: Lisa Ferraro,
SFI Agency and Middle Office 
 Telecopier: (917) 849-5054; Email: lisa.ferraro@ca-cib.com 

Attention: Thomas Jean, Transportation Group 
 Telecopier:
(917) 849-6378; Email: thomas.jean@ca-cib.com 
 Attention: Maria Rodriguez, Transportation Group 

Telecopier: (917) 849-5490; Email: maria.rodriguez@ca-cib.com 

Ladies and Gentlemen: 
 Reference is made to the
Deposit Agreement (Class A) dated as of September 16, 2014 (the “Deposit Agreement”) between Wilmington Trust, National Association, as Escrow Agent, and Crédit Agricole Corporate and Investment Bank, acting through its
New York Branch, as Depositary (the “Depositary”). 
 In accordance with Section 2.3(a) of the Deposit
Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[            ], from Account
No. [            ]. 
 The undersigned hereby directs the Depositary to pay
the entire amount of the Deposit to [American Airlines, Inc. at JPMorgan Chase (ABA No. 021000021), Account Number 910-1-019884, Reference: American Airlines 2014-1A EETC] [the Pass Through Trustee at Wilmington Trust Company, Wilmington,
Delaware, ABA#031100092, Corporate Trust, Account No. 105656-000, Reference: American Airlines 2014-1A EETC]1 on [            ],
20    , upon the telephonic request of a representative of the Pass Through Trustee. 
  

 

	1 	If any excess amounts, that would need to be re-deposited pursuant to Section 2.4 of the Deposit Agreement (Class A) and the applicable Funding Notice, have been identified as of the date of this notice, the
account to be specified here should be that of the Pass Through Trustee so that the Pass Through Trustee can re-deposit such excess amounts with the Depositary in accordance with Section 2.4. If any such excess amounts are identified following
delivery of this notice, a separate substantially similar notice may be sent specifying such account of the Pass Through Trustee. If there are no such excess amounts, the account number specified here should be that of American. 


  

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 
			
	Wilmington Trust, National Association,
	as Escrow Agent
		
	By	 	  

		 	Name:
		 	Title:


 Dated: As of [            , 20    ] 


  

					
		 		 	 Note Purchase Agreement

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 Exhibit B to 

Funding Notice 
 NOTICE OF
PURCHASE WITHDRAWAL 
 Crédit Agricole Corporate and Investment Bank, 

acting through its New York Branch, as Depositary, 
 1301 Avenue
of the Americas 
 New York, NY 10019 
 Attention: Lisa Ferraro,
SFI Agency and Middle Office 
 Telecopier: (917) 849-5054; Email: lisa.ferraro@ca-cib.com 

Attention: Thomas Jean, Transportation Group 
 Telecopier:
(917) 849-6378; Email: thomas.jean@ca-cib.com 
 Attention: Maria Rodriguez, Transportation Group 

Telecopier: (917) 849-5490; Email: maria.rodriguez@ca-cib.com 

Ladies and Gentlemen: 
 Reference is made to the
Deposit Agreement (Class B) dated as of September 16, 2014 (the “Deposit Agreement”) between Wilmington Trust, National Association, as Escrow Agent, and Crédit Agricole Corporate and Investment Bank, acting through its
New York Branch, as Depositary (the “Depositary”). 
 In accordance with Section 2.3(a) of the Deposit
Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[            ], from Account
No. [            ]. 
 The undersigned hereby directs the Depositary to pay
the entire amount of the Deposit to [American Airlines, Inc. at JPMorgan Chase (ABA No. 021000021), Account Number 910-1-019884, Reference: American Airlines 2014-1B EETC] [the Pass Through Trustee at Wilmington Trust Company, Wilmington,
Delaware, ABA#031100092, Corporate Trust, Account No. 105656-000, Reference: American Airlines 2014-1B EETC]2 on [            ],
20    , upon the telephonic request of a representative of the Pass Through Trustee. 
  

 

	2 	If any excess amounts, that would need to be re-deposited pursuant to Section 2.4 of the Deposit Agreement (Class B) and the applicable Funding Notice, have been identified as of the date of this notice, the
account to be specified here should be that of the Pass Through Trustee so that the Pass Through Trustee can re-deposit such excess amounts with the Depositary in accordance with Section 2.4. If any such excess amounts are identified following
delivery of this notice, a separate substantially similar notice may be sent specifying such account of the Pass Through Trustee. If there are no such excess amounts, the account number specified here should be that of American. 


  

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 
			
	Wilmington Trust, National Association,
	as Escrow Agent
		
	By	 	  

		 	Name:
		 	Title:


 Dated: As of [            , 20    ] 


  

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 EXHIBIT B to 

NOTE PURCHASE AGREEMENT 
 FORM
OF PARTICIPATION AGREEMENT 
 [Attached.] 

  

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC










 EXHIBIT C to 

NOTE PURCHASE AGREEMENT 
 FORM
OF INDENTURE 
 [Attached.] 

  

					
		 		 	 Note Purchase Agreement

American Airlines 2014-1 Aircraft EETC