NOTE PURCHASE AGREEMENT

Exhibit 4.8
EXECUTION VERSION

NOTE PURCHASE AGREEMENT

Dated as of October 4, 2011

among

AMERICAN AIRLINES, INC.,

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Class A Pass Through Trustee

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Subordination Agent

U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Paying Agent

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Table of Contents

		Page
Section 1. Financing of Aircraft			3
Section 2. Conditions Precedent			7
Section 3. Representations and Warranties			7
Section 4. Covenants			12
Section 5. Depositary Downgrade and Replacement of Depositary			15
Section 6. Notices			16
Section 7. Expenses			16
Section 8. Further Assurances			17
Section 9. Miscellaneous			17
Section 10. Governing Law			19

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

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NOTE PURCHASE AGREEMENT

          This NOTE PURCHASE AGREEMENT, dated as of October 4, 2011, is made by and among (i) AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), (ii) U.S. BANK TRUST NATIONAL ASSOCIATION (“U.S. Bank”), a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with any successor in interest and any successor or other trustee appointed as provided in the Class A Pass Through Trust Agreement (as defined below), the “Class A Pass Through Trustee”) under the Class A Pass Through Trust Agreement, (iii) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the “Escrow Agent”), under the Escrow and Paying Agent Agreement (as defined below), and (v) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Paying Agent (in such capacity together with its successors in such capacity, the “Paying Agent”) under the Escrow and Paying Agent Agreement.

W I T N E S S E T H:

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

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

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

          WHEREAS, the Company owns the four Boeing aircraft described in Part Three of Schedule I hereto (each, an “Unencumbered Aircraft” and, collectively, the “Unencumbered Aircraft” and, together with the Encumbered Aircraft, each, an “Aircraft” and, collectively, the “Aircraft”), and such Unencumbered Aircraft are not subject to financings;

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

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supplemented or otherwise modified from time to time in accordance with their terms, the “Class A Pass Through Trust Agreement”) has been created to facilitate certain of the transactions contemplated hereby, including, without limitation, the issuance and sale of pass through certificates pursuant thereto (together with any other pass through certificates for which such pass through certificates may be exchanged, collectively, the “Class A Certificates”) to provide financing, among other things, for the purchase by the Class A Pass Through Trust of the Series A Equipment Notes to be issued in respect of, and secured by a security interest in, each of the Aircraft;

          WHEREAS, the Company has entered into the Underwriting Agreement, dated as of September 27, 2011 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Underwriting Agreement”) with the Underwriters named therein (the “Underwriters”) which provides that the Company will cause the Class A Pass Through Trustee to issue and sell the Class A Certificates to the Underwriters on the Issuance Date;

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

          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement, (i) the Escrow Agent and the Depositary have entered into that certain Deposit Agreement (Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Deposit Agreement”) whereby the Escrow Agent has agreed to direct the Underwriters to make certain deposits referred to therein on the Issuance Date (the “Initial Deposits”) and to permit the Class A Pass Through Trustee to make additional deposits from time to time thereafter (the Initial Deposits together with such additional deposits are collectively referred to as the “Deposits”), and (ii) the Underwriters, the Class A Pass Through Trustee, the Paying Agent and the Escrow Agent have entered into that certain Escrow and Paying Agent Agreement (Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Escrow and Paying Agent Agreement”), whereby, among other things, (a) the Underwriters have agreed to deliver an amount equal to the amount of the Initial Deposits to the Depositary on behalf of the Escrow Agent and (b) the Escrow Agent, upon the Depositary receiving such Initial Deposits, has agreed to deliver escrow receipts to be affixed to each Class A Certificate;

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

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the Subordination Agent, U.S. Bank and the Company will enter into the applicable Financing Agreements to which it is intended to be a party relating to each Aircraft;

          WHEREAS, upon the financing of each Aircraft, the Class A Pass Through Trustee will fund its purchase of the Series A Equipment Notes in respect of such Aircraft with the proceeds of a Deposit withdrawn by the Escrow Agent under the Deposit Agreement; and

          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement, (i) the Class A Liquidity Provider has entered into the Class A Liquidity Facility for the benefit of the holders of the Class A Certificates with the Subordination Agent, as agent for the Class A Pass Through Trustee on behalf of the Class A Pass Through Trust and (ii) the Class A Pass Through Trustee, the Class A Liquidity Provider and the Subordination Agent have entered into the Intercreditor Agreement.

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

          SECTION 1. Financing of Aircraft.

     (a) Agreement to Finance. The Company agrees:

     (i) to finance the Encumbered Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, by the date referred to in clause (a) of the definition of Delivery Period Termination Date; and

     (ii) to finance the Unencumbered Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, within 90 days after the date hereof.

     (b) Funding Notice. In furtherance of the foregoing, and in respect of each Aircraft, the Company agrees to give the parties hereto, the Depositary and each of the Rating Agencies not less than two Business Days’ prior notice (or, in the case of a substitute Funding Notice under Section 1(f), one Business Day’s prior notice), substantially in the form of Exhibit A hereto (each, a “Funding Notice”), of the date (which date shall not be earlier than the seventh day after the date of establishment of the relevant Deposit unless the seven-day requirement set forth in the first sentence of Section 2.3(a) of the Deposit Agreement has been waived by the Depositary pursuant to the last sentence of Section 2.3(a) of the Deposit Agreement and not reinstated pursuant to the last sentence of Section 2.3(a) of the Deposit Agreement) scheduled for the financing as contemplated hereby in respect of such Aircraft (the “Funding Date”), which notice shall:

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

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

     (iii) instruct the Class A Pass Through Trustee to deliver to the Escrow Agent the “Withdrawal Certificate” and the related “Applicable Notice of Purchase Withdrawal” contemplated by Section 1.02(c) of the Escrow and Paying Agent Agreement with respect to the Equipment Notes to be issued to the Class A Pass Through Trustee in connection with the financing of such Aircraft; and

     (iv) specify the aggregate principal amount of each series of Equipment Notes to be issued, and purchased by each such Pass Through Trustee, in connection with the financing of such Aircraft scheduled to be consummated on such Funding Date (which aggregate principal amount shall be as specified in, or as adjusted in accordance with, as the case may be, the Required Terms).

     (c) [Reserved].

     (d) Entering into Financing Agreements. Upon receipt of a Funding Notice, the Pass Through Trustee of each Pass Through Trust then in existence shall, and shall cause the Subordination Agent to, enter into and perform their obligations under each applicable Participation Agreement and follow the other instructions specified in such Funding Notice; provided that, with respect to each Aircraft to be financed:

     (i) subject to clauses (ii)-(iv) immediately below, the applicable Participation Agreement and the applicable Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto and (x) the amortization schedule for each Equipment Note issued under such Indenture shall be as set forth in the relevant table attached as part of Schedule III hereto and (y) the relevant Financing Agreements shall provide for the purchase by the Pass Through Trustee of each Pass Through Trust then in existence of Equipment Notes of the related series in the principal amounts specified in Schedule III hereto;

     (ii) subject to clauses (iii) and (iv) immediately below, if (x) the Company shall have obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with any material modifications of the applicable Financing Agreements from the forms of Financing Agreements annexed hereto (including the form of Equipment Note included in the form Indenture annexed hereto) and

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delivered such Rating Agency Confirmation to the Pass Through Trustee of each Pass Through Trust then in existence on or before the applicable Funding Date or (y) such Rating Agency Confirmation shall have been obtained with respect to material modifications of the Financing Agreements relating to another or any Aircraft or with respect to material modifications of the forms of the Financing Agreements annexed hereto and the applicable Financing Agreements incorporate such material modifications without additional material modifications, the applicable Financing Agreements, as executed and delivered, may incorporate such material modifications, if any;

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

     (iv) the Company is not required to obtain or deliver a Rating Agency Confirmation or a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications to the applicable Financing Agreements that are expressly permitted by the Required Terms or by Section 5(e) of this Note Purchase Agreement.

          Notwithstanding the foregoing, (x) the Financing Agreements with respect to any Aircraft and the forms of Financing Agreements annexed hereto may be modified to the extent required for the issuance or the successive redemption and issuance, as applicable, of Series B Equipment Notes or Additional Series Equipment Notes, as the case may be, pursuant to Section 4(a)(v) of this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall pay the reasonable costs and expenses of the Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith, and (y) the Company is not required to deliver a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications of the Financing Agreements contemplated by this sentence. With respect to each Aircraft, the Company shall cause U.S. Bank (or such other Person that meets the eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to the financing of each Aircraft, together with a true and complete set of the closing documentation (including legal opinions) delivered to the applicable Loan Trustee, the Subordination Agent and the Pass Through Trustee of each Pass Through Trust then in existence under the applicable Participation Agreement.

     (e) Registration of Equipment Notes. The Company agrees that all Equipment Notes issued pursuant to any Indenture to which an Aircraft shall have been subjected shall initially be registered in the name of the Subordination Agent on behalf of the applicable Pass Through Trustee.

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     (f) Postponement of Delivery and Funding. If, on the Funding Date for any Aircraft, the financing of such Aircraft as contemplated hereunder shall not be consummated for whatever reason, the Company shall give the parties hereto and the Depositary prompt notice thereof. Promptly after the Company has identified a new Funding Date on which such Aircraft may be subjected to the financing as provided herein (all on and subject to the terms and conditions hereof and of the applicable Financing Agreements), the Company shall give the parties hereto and the Depositary a substitute Funding Notice specifying such new Funding Date for such Aircraft. Upon receipt of any such substitute Funding Notice, the Pass Through Trustee of each Pass Through Trust then in existence shall comply with its obligations under Section 7.01 of the applicable Trust Supplement and thereafter the financing of such Aircraft, as specified in such substitute Funding Notice, shall take place on the re-scheduled Funding Date therefor (all on and subject to the terms and conditions hereof and of the applicable Financing Agreements) unless further postponed as provided herein.

     (g) [Reserved].

     (h) [Reserved].

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

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

     (k) Notice of Event of Loss. In the case of any Aircraft, if, prior to the date on which such Aircraft is subjected to a financing in the manner provided herein, an event has occurred and is continuing that constitutes an Event of Loss (as defined in (i) if at the time of the occurrence of such event such Aircraft was subject to an Existing Financing, the security agreement to which such Aircraft was then subject in connection with such Existing Financing or (ii) if at the time of the occurrence of such event such Aircraft was not subject to an Existing Financing, the form of the Indenture annexed hereto, as such form is modified from time to time in accordance with the terms hereof) with respect to such Aircraft or that would constitute such an Event of Loss but for the requirement that notice be given or time elapse or both, the Company will as promptly as practicable (and, in any event, within 15 days after the occurrence of the relevant Event of Loss) give notice of such event to the Class A Pass Through Trustee and the Subordination Agent and instruct the Class A Pass Through Trustee, and the Class A Pass Through Trustee agrees, to execute and deliver to the Escrow Agent a duly completed Withdrawal Certificate (as defined in the Escrow and Paying Agent Agreement) together with a

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

          SECTION 2. Conditions Precedent. The obligation of the Pass Through Trustee of each Pass Through Trust then in existence to enter into, and to cause the Subordination Agent to enter into, a Participation Agreement relating to any Aircraft as directed pursuant to a Funding Notice and to perform its obligations thereunder is subject to satisfaction of the following conditions:

     (a) no Triggering Event shall have occurred;

     (b) subject to Section 1(d)(iv) and the last paragraph of Section 1(d), the Company shall have delivered a certificate to the Pass Through Trustee of each Pass Through Trust then in existence and the Class A Liquidity Provider stating that (i) such Participation Agreement and the other Financing Agreements to be entered into pursuant to such Participation Agreement comply with the Required Terms and (ii) if any substantive modifications of such Financing Agreements from the forms of Financing Agreements attached to this Note Purchase Agreement have been made, (x) such substantive modifications do not materially and adversely affect the holders of each outstanding Class of Certificates or the Class A Liquidity Provider and (y) if required pursuant to Section 1(d)(ii), the Company has obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency with respect to such modifications, and such certification shall be true and correct;

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

     (d) with respect to each Encumbered Aircraft, such Pass Through Trustee shall have received evidence that the lien of the applicable Existing Financing has been terminated with respect to such Encumbered Aircraft and the filing of a release with the FAA and the filing of Uniform Commercial Code termination statements and, if applicable, the registration of a discharge of any International Interest (as defined in the Indenture Form) registered on the International Registry (as defined in the Indenture Form), in each case with respect to such lien.

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

          SECTION 3. Representations and Warranties.

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

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

     (ii) Authorization; No Conflicts. The execution and delivery by the Company of this Note Purchase Agreement and the performance by the Company of its obligations under this Note Purchase Agreement have been duly authorized by the Company and will not violate its Certificate of Incorporation or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

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

     (b) Representations and Warranties of U.S. Bank. U.S. Bank represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. U.S. Bank is a national banking association duly organized and validly existing in good standing under the laws of the United States and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of U.S. Bank, in its capacity as Subordination Agent, Class A Pass Through Trustee or Paying Agent, as the case may be, under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

     (ii) Due Authorization; No Conflicts. The execution and delivery by U.S. Bank, in its capacity as Subordination Agent, Class A Pass Through Trustee or Paying Agent, as the case may be, of this Note Purchase Agreement and the performance by U.S. Bank, in its capacity as Subordination Agent, Class A Pass Through Trustee or Paying Agent, as the case may be, of its obligations under this Note Purchase Agreement have been duly authorized by U.S. Bank, in its capacity as Subordination Agent, Class A Pass Through Trustee or Paying Agent, as the

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case may be, and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

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

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

     (d) Representations and Warranties of the Subordination Agent. The Subordination Agent represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Subordination Agent is a national banking association duly organized and validly existing in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it is or will be a party and to perform its obligations under this Note Purchase Agreement and each Financing Agreement to which it is or will be a party;

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

     (iii) Compliance with Laws; No Conflicts. None of the execution, delivery and performance by the Subordination Agent of this Note Purchase Agreement contravenes any law, rule or regulation of the state of the United States in which it is located or any United States governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers or

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any judgment or order applicable to or binding on the Subordination Agent or contravenes the Subordination Agent’s articles of association or by-laws or results in any breach of, or constitute a default under, any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;

     (iv) No Governmental Consents. Neither the execution and delivery by the Subordination Agent of this Note Purchase Agreement nor the consummation by the Subordination Agent of any of the transactions contemplated hereby requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any governmental authority or agency of the state of the United States in which it is located or any federal governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers;

     (v) Certain Tax Matters. There are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by the Subordination Agent of this Note Purchase Agreement or the Intercreditor Agreement (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or the Class A Liquidity Facility), and there are no Taxes payable by the Subordination Agent imposed by any state of the United States in which it is located or any political subdivision thereof in connection with the acquisition, possession or ownership by the Subordination Agent of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by the Subordination Agent for services rendered in connection with the transactions contemplated by the Intercreditor Agreement or the Class A Liquidity Facility); and

     (vi) No Proceedings. There are no pending or threatened actions or proceedings against the Subordination Agent before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Subordination Agent to perform its obligations under this Note Purchase Agreement.

     (e) Representations and Warranties of the Escrow Agent. The Escrow Agent represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Escrow Agent is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its

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banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement, the Deposit Agreement and the Escrow and Paying Agent Agreement (collectively, the “Escrow Agent Agreements”) and to carry out the obligations of the Escrow Agent under each of the Escrow Agent Agreements;

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

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

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

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

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

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

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          SECTION 4. Covenants.

     (a) Covenants of the Company.

     (i) Maintenance of Corporate Existence. Subject to, and except as contemplated by, Section 4(a)(iii) of this Note Purchase Agreement, the Company shall at all times maintain its corporate existence.

     (ii) Maintenance of Status as Certificated Air Carrier; Section 1110. The Company shall, for as long as and to the extent required under Section 1110 in order that the Loan Trustee shall be entitled to any of the benefits of Section 1110 with respect to the Aircraft, remain a Certificated Air Carrier.

     (iii) Merger, Consolidation, Acquisition of the Company. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall execute and deliver to the Pass Through Trustees, the Subordination Agent, the Escrow Agent and the Paying Agent an agreement containing the express assumption by such successor Person of the due and punctual performance and observance of each covenant and condition of this Note Purchase Agreement to be performed or observed by the Company. Upon any such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Note Purchase Agreement with the same effect as if such successor Person had been named as the Company herein.

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

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Indenture, provided that (x) the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance or such redemption and issuance, as applicable, and (y) the Parent Guarantee shall have been amended, supplemented or otherwise modified to add the Company’s payment obligations under such Series B Equipment Notes or Additional Series Equipment Notes, as applicable, and related payment obligations under this Note Purchase Agreement, the Participation Agreements, the Indentures and the related Class B Pass Through Trust Agreement or the related Additional Series Pass Through Trust Agreement, as applicable, to the “Obligations” under the Parent Guarantee; and provided further that any such issuance or redemption and issuance, as applicable, shall be subject to the terms of Section 8.01(c) or 8.01(d), as applicable, of the Intercreditor Agreement. If any such Series B Equipment Notes or Additional Series Equipment Notes are to be so issued, the Class B Pass Through Trustee or the Additional Series Pass Through Trustee, as applicable, shall execute and deliver an instrument (including, without limitation, a joinder agreement) by which such Class B Pass Through Trustee or Additional Series Pass Through Trustee, as applicable, becomes a party hereto, and each of the parties hereto agrees, at the Company’s request, to enter into any amendments to (or any amendment and restatement of) this Note Purchase Agreement (including, without limitation, any modifications of the Indenture Form and the Participation Agreement Form), the Parent Guarantee and any other Operative Agreements as may be necessary or desirable to give effect to such issuance or redemption and issuance of such Series B Equipment Notes or Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such Series B Equipment Notes or Additional Series Equipment Notes, as applicable, and to make changes relating to any of the foregoing (including, without limitation, to provide for any prefunding mechanism in connection therewith) and to provide for any credit support for any pass through certificates relating to any such Series B Equipment Notes or Additional Series Equipment Notes (including, without limitation, to provide for payment of fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support (including, without limitation, to specify any such credit support as a “Liquidity Facility” and the provider of any such credit support as a “Liquidity Provider” and if such Liquidity Facility is to be comprised of more than one instrument, to incorporate appropriate mechanics for multiple Liquidity Facilities for a single Pass Through Trust)).

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

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

     (b) Covenants by U.S. Bank.

     (i) Status as Citizen of the United States. U.S. Bank, in its individual capacity, covenants with each of the other parties to this Note Purchase Agreement that it will, immediately upon obtaining knowledge of any facts that would cast doubt upon its continuing status as a Citizen of the United States and promptly upon public disclosure of negotiations in respect of any transaction which would or might adversely affect such status, notify in writing all parties hereto of all relevant matters in connection therewith. Upon U.S. Bank giving any such notice, U.S. Bank shall, subject to Section 8.01 of any Indenture then entered into, resign as Loan Trustee in respect of such Indenture.

     (ii) Situs of Activity. Except with the consent of the Company, which shall not be unreasonably withheld: (A) U.S. Bank will act as Pass Through Trustee solely through its offices within the State of Delaware, except for such services as may be performed for it by independent agents in the ordinary course of business, but not directly by it, in other states; and (B) U.S. Bank will act as Subordination Agent solely through its offices within the Commonwealth of Massachusetts, except for such services as may be performed by it by independent agents acting in the ordinary course of business, but not directly by it, in other states.

     (c) [Reserved].

     (d) Covenants by the Pass Through Trustees.

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

     (ii) Tax Forms of the Pass Through Trustee of Class B or Additional Series Pass Through Trust. If any Series B Equipment Notes or Additional Series Equipment Notes shall be issued under any Indenture as provided in Section 4(a)(v), on or prior to the date such Series B Equipment Notes or Additional

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series Equipment Notes, as applicable, shall have been so issued, the Class B Pass Through Trustee or the Additional Series Pass Through Trustee, as applicable, shall have provided a completed and executed copy of IRS Form W-9 to each of the Company and the Subordination Agent and, if a liquidity facility shall have been provided with respect to the Class B Pass Through Trust or the Additional Series Pass Through Trust, to the provider of such liquidity facility and, if such Series B Equipment Notes or Additional Series Equipment Notes shall be issued on or prior to the Delivery Period Termination Date, to the Escrow Agent, the Paying Agent and the Depositary.

          SECTION 5. Depositary Downgrade and Replacement of Depositary.

     (a) Depositary Downgrade and Option to Replace. If (1) the Depositary’s Short-Term Rating issued by a Rating Agency is downgraded below P-1 by Moody’s or A-1+ by Standard & Poor’s, as applicable (each such minimum rating, a “Depositary Threshold Rating”), or (2) the Company, in its sole discretion, gives written notice to the Depositary of the Company’s election that the Depositary be replaced, the Company shall, within 30 days after such event occurring, cause the Depositary to be replaced with a depositary bank meeting the terms and on the conditions set forth in Section 5(c) (a “Replacement Depositary”).

     (b) [Reserved].

     (c) Terms and Preconditions for Replacement of Depositary.

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

     (ii) Certain Fees and Expenses. The Company shall pay all fees, expenses and other amounts then owing to the replaced Depositary. The Company shall also pay (x) any up-front fee of the Replacement Depositary and (y) all out-of-pocket expenses (including reasonable fees and expenses of legal counsel) of the parties hereto (including, without limitation, all amounts payable to the Rating Agencies) incurred in connection with such replacement.

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Deposit Agreement upon request of the Company) and shall cause the Replacement Depositary to deliver to the Company and each Rating Agency legal opinions and other closing documentation substantially similar in scope and substance as those that were delivered by the Depositary being replaced in connection with the execution and delivery of the Deposit Agreement being replaced.

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

     (e) Amendments to Documents. Each of the parties hereto agrees, at the Company’s request, to enter into any amendments to this Note Purchase Agreement, the Escrow and Paying Agent Agreement and any other Operative Agreements as may be necessary or desirable to give effect to the replacement of the Depositary with the Replacement Depositary and the replacement of the Deposit Agreement with the Replacement Deposit Agreement.

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

          SECTION 6. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents or waivers required or permitted by the terms and provisions of this Note Purchase Agreement shall be in English and in writing, and given by United States registered or certified mail, return receipt requested, overnight courier service or facsimile, and any such notice shall be effective when received (or, if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) to the relevant party hereto at the address or facsimile number set forth below the signature of such party at the foot of this Note Purchase Agreement or to such other address or facsimile number as such party may hereafter specify by notice to the other parties.

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

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

     (b) Under the Class A Liquidity Facility. To the Subordination Agent when due (i) the amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of the Class A Liquidity Facility minus Investment Earnings while such Downgrade Advance shall be outstanding and (ii) any other amounts owed to the Class A Liquidity Provider by the Subordination Agent as borrower under the Class A Liquidity Facility (other than amounts due as repayment of advances thereunder or as interest on such advances, except to the extent payable pursuant to clause (i) of this sentence);

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

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

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

For purposes of this Section 7, the terms “Applied Downgrade Advance”, “Downgrade Advance” and “Investment Earnings” shall have the meanings specified in the Class A Liquidity Facility.

          SECTION 8. Further Assurances. Each party hereto shall duly execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as any other party hereto shall reasonably request in connection with its administration of, or to carry out more effectually the purposes of, or to better assure and confirm unto it the rights and benefits to be provided under, this Note Purchase Agreement.

          SECTION 9. Miscellaneous.

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

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

     (b) Counterparts; Amendments; Effect of Headings; Successors and Assigns. This Note Purchase Agreement may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Note Purchase Agreement, including a signature page executed by each of the parties hereto, shall be an original counterpart of this Note Purchase Agreement, but all of such counterparts together shall constitute one instrument. Neither this Note Purchase Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. The Table of Contents to this Note Purchase Agreement and the headings of the various Sections and Subsections of this Note Purchase Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. The terms of this Note Purchase Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee and its successors as Pass Through Trustee (and any additional trustee appointed) under any of the Pass Through Trust Agreements, the Escrow Agent and its successors as Escrow Agent under the Escrow and Paying Agent Agreement, the Paying Agent and its successors as Paying Agent under the Escrow and Paying Agent Agreement and the Subordination Agent and its successors as Subordination Agent under the Intercreditor Agreement.

     (c) Benefits of Agreement. This Note Purchase Agreement is not intended to, and shall not, provide any Person not a party hereto (other than the Underwriters, each of the beneficiaries of Section 7 hereof, and the Depositary as a beneficiary of Section 5(c)(ii) hereof) with any rights of any nature whatsoever against any of the parties hereto, and no Person not a party hereto (other than the Underwriters, each of the beneficiaries of Section 7 hereof, and the Depositary as a beneficiary of Section 5(c)(ii) hereof) shall have any right, power or privilege in respect of, or have any benefit or interest arising out of, this Note Purchase Agreement. To the extent that this Note Purchase Agreement expressly confers upon, gives or grants any right, power, privilege, benefit, interest, remedy or claim to any of the beneficiaries of Section 7 hereof (including, but not limited to, rights, powers, privileges, benefits, interests, remedies and claims under Section 7) or to the Depositary with respect to Section 5(c)(ii) hereof, each such party is hereby recognized as a third party beneficiary hereunder and may enforce any such right, power, privilege, benefit, interest, remedy or claim.

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

          SECTION 10. Governing Law. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS NOTE PURCHASE AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.

[Signature Pages Follow.]

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

          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.

Signature Page

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Signature Page

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Signature Page

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT

AIRCRAFT

Part One — Mortgaged Aircraft and Existing Financings

Airframe Model

Engine Model

U.S.

(including generic

(including generic

Registration

Airframe

manufacturer and

Airframe

manufacturer and

No.

No.

Manufacturer

model)

MSN

Engine Manufacturer

model)

Existing Financing

1.

N907AN

Boeing

737-823 (BOEING 737-800)

29509

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing1

2.

N913AN

Boeing

737-823 (BOEING 737-800)

29514

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing2

3.

N920AN

Boeing

737-823 (BOEING 737-800)

29521

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing3

4.

N921AN

Boeing

737-823 (BOEING 737-800)

29522

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing4

5.

N922AN

Boeing

737-823 (BOEING 737-800)

29523

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing5

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT
(Cont’d)

Airframe Model

Engine Model

U.S.

(including generic

(including generic

Registration

Airframe

manufacturer and

Airframe

manufacturer and

No.

No.

Manufacturer

model)

MSN

Engine Manufacturer

model)

Existing Financing

6.

N923AN

Boeing

737-823 (BOEING 737-800)

29524

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing6

7.

N926AN

Boeing

737-823 (BOEING 737-800)

29527

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing7

8.

N968AN

Boeing

737-823 (BOEING 737-800)

30095

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing8

9.

N981AN

Boeing

737-823 (BOEING 737-800)

29569

CFM International, Inc.

CFM56-7B26/3 (CFM CFM56-7)

Mortgage Financing9

10.

N983AN

Boeing

737-823 (BOEING 737-800)

29570

CFM International, Inc.

CFM56-7B26/3 (CFM CFM56-7)

Mortgage Financing10

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT
(Cont’d)

Airframe Model

Engine Model

U.S.

(including generic

(including generic

Registration

Airframe

manufacturer and

Airframe

manufacturer and

No.

No.

Manufacturer

model)

MSN

Engine Manufacturer

model)

Existing Financing

11.

N183AN

Boeing

757-223 (BOEING 757-200)

29593

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

Mortgage Financing11

12.

N184AN

Boeing

757-223 (BOEING 757-200)

29594

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

Mortgage Financing12

Part Two — 2001-2 Aircraft and Existing Financing

Airframe Model

Engine Model

U.S.

(including generic

(including generic

Registration

Airframe

manufacturer and

Airframe

manufacturer and

No.

No.

Manufacturer

model)

MSN

Engine Manufacturer

model)

Existing Financing

1.

N965AN

Boeing

737-823 (BOEING 737-800)

29544

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-2 EETC

2.

N966AN

Boeing

737-823 (BOEING 737-800)

30094

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-2 EETC

3.

N175AN

Boeing

757-223 (BOEING 757-200)

32394

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

4.

N189AN

Boeing

757-223 (BOEING 757-200)

32383

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT
(Cont’d)

Airframe Model

Engine Model

U.S.

(including generic

(including generic

Registration

Airframe

manufacturer and

Airframe

manufacturer and

No.

No.

Manufacturer

model)

MSN

Engine Manufacturer

model)

Existing Financing

5.

N190AA

Boeing

757-223 (BOEING 757-200)

32384

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

6.

N191AN

Boeing

757-223 (BOEING 757-200)

32385

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

7.

N192AN

Boeing

757-223 (BOEING 757-200)

32386

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

8.

N193AN

Boeing

757-223 (BOEING 757-200)

32387

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

9.

N194AA

Boeing

757-223 (BOEING 757-200)

32388

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

10.

N195AN

Boeing

757-223 (BOEING 757-200)

32389

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

11.

N196AA

Boeing

757-223 (BOEING 757-200)

32390

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

12.

N197AN

Boeing

757-223 (BOEING 757-200)

32391

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

13.

N198AA

Boeing

757-223 (BOEING 757-200)

32392

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

14.

N199AN

Boeing

757-223 (BOEING 757-200)

32393

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

15.

N797AN

Boeing

777-223ER (BOEING 777-200)

30012

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

16.

N798AN

Boeing

777-223ER (BOEING 777-200)

30797

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

17.

N799AN

Boeing

777-223ER (BOEING 777-200)

30258

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

18.

N750AN

Boeing

777-223ER (BOEING 777-200)

30259

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

19.

N751AN

Boeing

777-223ER (BOEING 777-200)

30798

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT
(Cont’d)

Airframe Model

Engine Model

U.S.

(including generic

(including generic

Registration

Airframe

manufacturer and

Airframe

manufacturer and

No.

No.

Manufacturer

model)

MSN

Engine Manufacturer

model)

Existing Financing

20.

N752AN

Boeing

777-223ER (BOEING 777-200)

30260

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

21.

N753AN

Boeing

777-223ER (BOEING 777-200)

30261

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

22.

N754AN

Boeing

777-223ER (BOEING 777-200)

30262

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

23.

N755AN

Boeing

777-223ER (BOEING 777-200)

30263

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

24.

N756AM

Boeing

777-223ER (BOEING 777-200)

30264

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

25.

N757AN

Boeing

777-223ER (BOEING 777-200)

32636

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

26.

N758AN

Boeing

777-223ER (BOEING 777-200)

32637

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

27.

N759AN

Boeing

777-223ER (BOEING 777-200)

32638

Rolls Royce Ltd.

RB211-TRENT-892-17 (Rolls Royce TRENT800)

2001-2 EETC

Part Three — Unencumbered Aircraft

Airframe Model

Engine Model

U.S.

(including generic

(including generic

Registration

Airframe

manufacturer and

Airframe

manufacturer and

No.

No.

Manufacturer

model)

MSN

Engine Manufacturer

model)

1.

N901AN

Boeing

737-823 (BOEING 737-800)

29503

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2.

N905AN

Boeing

737-823 (BOEING 737-800)

29507

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

3.

N906AN

Boeing

737-823 (BOEING 737-800)

29508

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

4.

N957AN

Boeing

737-823 (BOEING 737-800)

29541

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

SCHEDULE II to
NOTE PURCHASE AGREEMENT

TRUST SUPPLEMENTS

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

SCHEDULE III to
NOTE PURCHASE AGREEMENT

REQUIRED TERMS

Equipment Notes

Obligor: The Company

Maximum Principal Amount:

The original principal amount and amortization schedule of the Series A Equipment Notes issued with respect to an Aircraft shall be as set forth in the following tables:

PRINCIPAL AMOUNTS OF SERIES A EQUIPMENT NOTES

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

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

AMORTIZATION SCHEDULES

Series A Equipment Notes
Boeing 737-823
N901AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 737-823
N905AN

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

Series A Equipment Notes
Boeing 737-823
N906AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 737-823
N907AN

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

Series A Equipment Notes
Boeing 737-823
N913AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 737-823
N920AN

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

Series A Equipment Notes
Boeing 737-823
N921AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 737-823
N922AN

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

Series A Equipment Notes
Boeing 737-823
N923AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 737-823
N926AN

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

Series A Equipment Notes
Boeing 737-823
N957AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 737-823
N965AN

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

Series A Equipment Notes
Boeing 737-823
N966AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 737-823
N968AN

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

Series A Equipment Notes
Boeing 737-823
N981AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 737-823
N983AN

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

Series A Equipment Notes
Boeing 757-223
N183AN

		Percentage of Original
Payment Date		Principal Amount to be Paid
April 15, 2012			3.32857310	%
October 15, 2012			3.32260582
April 15, 2013			3.31767159
October 15, 2013			3.31238583
April 15, 2014			3.30671469
October 15, 2014			4.05393682
April 15, 2015			4.03196040
October 15, 2015			4.00675857
April 15, 2016			3.97867599
October 15, 2016			3.97940456
April 15, 2017			3.98939463
October 15, 2017			59.37191798

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 757-223
N184AN

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

Series A Equipment Notes
Boeing 757-223
N189AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 757-223
N190AA

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

Series A Equipment Notes
Boeing 757-223
N191AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 757-223
N192AN

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

Series A Equipment Notes
Boeing 757-223
N193AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 757-223
N194AA

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

Series A Equipment Notes
Boeing 757-223
N195AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 757-223
N196AA

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

Series A Equipment Notes
Boeing 757-223
N197AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 757-223
N198AA

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

Series A Equipment Notes
Boeing 757-223
N199AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 757-223
N175AN

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

Series A Equipment Notes
Boeing 777-223ER
N797AN

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

Note Purchase Agreement
American Airlines 2011-2 Aircraft EETC

Series A Equipment Notes
Boeing 777-223ER
N798AN

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