Exhibit 4.12

EXECUTION VERSION

 

 

NOTE PURCHASE AGREEMENT

Dated as of January 25, 2011

among

AMERICAN AIRLINES, INC.,

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the Pass Through Trust Agreements

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

 

 

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

Table of Contents

				Page
Section 1.		Financing of Aircraft			3
Section 2.		Conditions Precedent			7
Section 3.		Representations and Warranties			8
Section 4.		Covenants			12
Section 5.		Depositary Downgrade and Replacement of Depositary			15
Section 6.		Notices			16
Section 7.		Expenses			17
Section 8.		Further Assurances			17
Section 9.		Miscellaneous			18
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

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

NOTE PURCHASE AGREEMENT

          This NOTE PURCHASE AGREEMENT, dated as of January 25, 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 applicable Pass Through Trust Agreement (as defined below), the “Pass Through Trustee”) under each of the two separate Pass Through Trust Agreements, (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 each of the Escrow and Paying Agent Agreements (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 each of the Escrow and Paying Agent Agreements.

WITNESSETH:

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

          WHEREAS, the Company owns the 13 Boeing aircraft described in Part Two of Schedule I hereto (each, a “2001-1 Aircraft”, and collectively, the “2001-1 Aircraft”), which 2001-1 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 “2001-1 EETC”);

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

          WHEREAS, the Company owns the four Boeing aircraft described in Part Four of Schedule I hereto (each, a “2001-2 Aircraft”, and collectively, the “2001-2 Aircraft”, and, together with the Earlier Maturing Mortgaged Aircraft, the 2001-1 Aircraft and the Later Maturing Mortgaged Aircraft, each, an “Encumbered Aircraft”, and collectively, the “Encumbered Aircraft”), which 2001-2 Aircraft are subject to the enhanced equipment trust

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certificate financing described under the heading “Existing Financing” in Part Four of Schedule I hereto (such financing, the “2001-2 EETC”, and together with the Earlier Maturing Mortgage Financings, the 2001-1 EETC, the Later Maturing Mortgage Financings, each such financing, an “Existing Financing”, and collectively, the “Existing Financings”);

          WHEREAS, the Company owns the three Boeing aircraft described in Part Five 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 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 January 20, 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 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, 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 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) 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

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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 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, 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 and each of 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, 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

          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:

     (i) to finance the Later Maturing Mortgaged Aircraft and the 2001-2 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;

     (ii) to finance the Earlier Maturing Mortgaged Aircraft and the 2001-1 Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, by July 25, 2011; and

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     (iii) 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 each Deposit Agreement has been waived by the applicable Depositary pursuant to the last sentence of Section 2.3(a) of such Deposit Agreement and not reinstated pursuant to the last sentence of Section 2.3(a) of such Deposit Agreement) 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 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).

          (c) [Reserved].

     (d) Entering into Financing Agreements. Upon receipt of a Funding Notice, each Pass Through Trustee 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:

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     (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 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 of Equipment Notes 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

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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 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 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 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

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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 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 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 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

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     (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 each Pass Through Trustee 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 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

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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, 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, 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, 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, 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 U.S. Bank, 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 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

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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 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 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

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services rendered in connection with the transactions contemplated by the Intercreditor Agreement or any of the Liquidity Facilities); 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 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 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 each Escrow

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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.

          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

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American Airlines 2011-1 Aircraft EETC

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) Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall not (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, unless (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 new 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 Pass Through Trust Agreement or Additional Series Pass Through Trust Agreement to the “Obligations” under the Parent Guarantee; and 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 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 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 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).

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American Airlines 2011-1 Aircraft EETC

     (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 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 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

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

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 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 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

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American Airlines 2011-1 Aircraft EETC

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.

     (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

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American Airlines 2011-1 Aircraft EETC

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 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);

     (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;

     (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

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American Airlines 2011-1 Aircraft EETC

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.

     (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, 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

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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.

          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.]

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Signature Page

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American Airlines 2011-1 Aircraft EETC

Signature Page

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American Airlines 2011-1 Aircraft EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT

AIRCRAFT

Part One — Earlier Maturing Mortgaged Aircraft and Existing Financings

U.S.

Airframe Model

Engine Model

Registration

Airframe

(including generic

Airframe

Engine

(including generic manufacturer

Existing

No.

No.

Manufacturer

manufacturer and model)

MSN

Manufacturer

and model)

Financing

1.

N902AN

Boeing

737-823 (BOEING 737-800)

29504

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing1

2.

N903AN

Boeing

737-823 (BOEING 737-800)

29505

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing2

3.

N904AN

Boeing

737-823 (BOEING 737-800)

29506

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Mortgage Financing3

4.

N396AN

Boeing

767-323ER (BOEING 767-300)

29603

General Electric

CF6-80C2B6 (GE CF6-80C2)

Mortgage Financing4

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT
(Cont’d)

U.S.

Airframe Model

Engine Model

Registration

Airframe

(including generic

Airframe

Engine

(including generic manufacturer

Existing

No.

No.

Manufacturer

manufacturer and model)

MSN

Manufacturer

and model)

Financing

5.

N397AN

Boeing

767-323ER (BOEING 767-300)

29604

General Electric

CF6-80C2B6 (GE CF6-80C2)

Mortgage Financing5

6.

N770AN

Boeing

777-223ER (BOEING 777-200)

29578

Rolls Royce Ltd.

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

Mortgage Financing6

7.

N772AN

Boeing

777-223ER (BOEING 777-200)

29580

Rolls Royce Ltd.

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

Mortgage Financing7

Part Two — 2001-1 Aircraft and Existing Financing

U.S.

Airframe Model

Engine Model

Registration

Airframe

(including generic

Airframe

Engine

(including generic manufacturer

Existing

No.

No.

Manufacturer

manufacturer and model)

MSN

Manufacturer

and model)

Financing

1.

N937AN

Boeing

737-823 (BOEING 737-800)

30082

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-1 EETC

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT
(Cont’d)

U.S.

Airframe Model

Engine Model

Registration

Airframe

(including generic

Airframe

Engine

(including generic manufacturer

Existing

No.

No.

Manufacturer

manufacturer and model)

MSN

Manufacturer

and model)

Financing

2.

N944AN

Boeing

737-823 (BOEING 737-800)

29535

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-1 EETC

3.

N945AN

Boeing

737-823 (BOEING 737-800)

30085

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-1 EETC

4.

N946AN

Boeing

737-823 (BOEING 737-800)

30600

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-1 EETC

5.

N952AA

Boeing

737-823 (BOEING 737-800)

30088

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-1 EETC

6.

N953AN

Boeing

737-823 (BOEING 737-800)

29539

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-1 EETC

7.

N954AN

Boeing

737-823 (BOEING 737-800)

30089

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-1 EETC

8.

N955AN

Boeing

737-823 (BOEING 737-800)

29540

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-1 EETC

9.

N956AN

Boeing

737-823 (BOEING 737-800)

30090

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2001-1 EETC

10.

N788AN

Boeing

777-223ER (BOEING 777-200)

30011

Rolls Royce Ltd.

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

2001-1 EETC

11.

N789AN

Boeing

777-223ER (BOEING 777-200)

30252

Rolls Royce Ltd.

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

2001-1 EETC

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT
(Cont’d)

U.S.

Airframe Model

Engine Model

Registration

Airframe

(including generic

Airframe

Engine

(including generic manufacturer

Existing

No.

No.

Manufacturer

manufacturer and model)

MSN

Manufacturer

and model)

Financing

12.

N790AN

Boeing

777-223ER (BOEING 777-200)

30251

Rolls Royce Ltd.

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

2001-1 EETC

13.

N791AN

Boeing

777-223ER (BOEING 777-200)

30254

Rolls Royce Ltd.

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

2001-1 EETC

Part Three — Later Maturing Mortgaged Aircraft and Existing Financings

U.S.

Airframe Model

Engine Model

Registration

Airframe

(including generic

Airframe

Engine

(including generic manufacturer

Existing

No.

No.

Manufacturer

manufacturer and model)

MSN

Manufacturer

and model)

Financing

1.

N181AN

Boeing

757-223 (BOEING 757-200)

29591

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

Mortgage Financing8

2.

N182AN

Boeing

757-223 (BOEING 757-200)

29592

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

Mortgage Financing9

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

SCHEDULE I to
NOTE PURCHASE AGREEMENT
(Cont’d)

U.S.

Airframe Model

Engine Model

Registration

Airframe

(including generic

Airframe

Engine

(including generic manufacturer

Existing

No.

No.

Manufacturer

manufacturer and model)

MSN

Manufacturer

and model)

Financing

3.

N777AN

Boeing

777-223ER (BOEING 777-200)

29585

Rolls Royce Ltd.

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

Mortgage Financing10

Part Four — 2001-2 Aircraft and Existing Financing

U.S.

Airframe Model

Engine Model

Registration

Airframe

(including generic

Airframe

Engine

(including generic manufacturer

Existing

No.

No.

Manufacturer

manufacturer and model)

MSN

Manufacturer

and model)

Financing

1.

N185AN

Boeing

757-223 (BOEING 757-200)

32379

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

2.

N186AN

Boeing

757-223 (BOEING 757-200)

32380

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

3.

N187AN

Boeing

757-223 (BOEING 757-200)

32381

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

4.

N188AN

Boeing

757-223 (BOEING 757-200)

32382

Rolls Royce Ltd.

RB211-535E4B (Rolls Royce RB211 535)

2001-2 EETC

Part Five — Unencumbered Aircraft

Note Purchase Agreement
American Airlines 2011-1 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)

1.

N961AN

Boeing

737-823 (BOEING 737-800)

30092

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

2.

N963AN

Boeing

737-823 (BOEING 737-800)

29543

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

3.

N967AN

Boeing

737-823 (BOEING 737-800)

29545

CFM International, Inc.

CFM56-7B26 (CFM CFM56-7)

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

SCHEDULE II to
NOTE PURCHASE AGREEMENT

TRUST SUPPLEMENTS

Trust Supplement No. 2011-1A, 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 2011-1A.

Trust Supplement No. 2011-1B, 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 2011-1B.

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American Airlines 2011-1 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 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
N902AN		$	10,918,000			$	3,341,000			$	14,259,000
N903AN			10,857,000				3,323,000				14,180,000
N904AN			11,564,000				3,539,000				15,103,000
N937AN			10,982,000				3,362,000				14,344,000
N944AN			11,092,000				3,395,000				14,487,000
N945AN			11,060,000				3,385,000				14,445,000
N946AN			11,095,000				3,396,000				14,491,000
N952AA			12,040,000				3,686,000				15,726,000
N953AN			11,920,000				3,648,000				15,568,000
N954AN			11,762,000				3,600,000				15,362,000
N955AN			12,327,000				3,773,000				16,100,000
N956AN			12,289,000				3,761,000				16,050,000
N961AN			12,096,000				3,702,000				15,798,000
N963AN			11,904,000				3,644,000				15,548,000
N967AN			12,119,000				3,710,000				15,829,000
N181AN			8,459,000				2,573,000				11,032,000
N182AN			9,979,000				3,035,000				13,014,000
N185AN			11,690,000				3,555,000				15,245,000
N186AN			11,535,000				3,508,000				15,043,000
N187AN			10,595,000				3,222,000				13,817,000
N188AN			11,609,000				3,531,000				15,140,000
N396AN			16,082,000				4,922,000				21,004,000
N397AN			16,158,000				4,945,000				21,103,000
N770AN			30,151,000				9,228,000				39,379,000
N772AN			31,525,000				9,649,000				41,174,000
N777AN			33,541,000				10,200,000				43,741,000

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

Aircraft		Series A				Series B				Total
N788AN			32,943,000				10,082,000				43,025,000
N789AN			35,855,000				10,974,000				46,829,000
N790AN			34,800,000				10,652,000				45,452,000
N791AN			34,259,000				10,485,000				44,744,000
Total		$	503,206,000			$	153,826,000			$	657,032,000

AMORTIZATION SCHEDULES

Series A Equipment Notes
Boeing 737-823
N902AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.31066102	%
January 31, 2012			2.89407401	%
July 31, 2012			2.47805083	%
January 31, 2013			4.66669436	%
July 31, 2013			4.64120672	%
January 31, 2014			4.51787974	%
July 31, 2014			5.10573851	%
January 31, 2015			4.94130253	%
July 31, 2015			4.77686646	%
January 31, 2016			4.61243048	%
July 31, 2016			4.44799441	%
January 31, 2017			4.28355834	%
July 31, 2017			4.11912246	%
January 31, 2018			3.95468630	%
July 31, 2018			3.79025032	%
January 31, 2019			3.62581434	%
July 31, 2019			3.96701905	%
January 31, 2020			3.76147399	%
July 31, 2020			3.55592902	%
January 31, 2021			25.54924711	%

Series B Equipment Notes
Boeing 737-823
N902AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.92465070	%
January 31, 2012			6.63905597	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2012			3.87166327	%
January 31, 2013			4.10272673	%
July 31, 2013			3.70239569	%
January 31, 2014			3.62179168	%
July 31, 2014			4.22900599	%
January 31, 2015			4.12153457	%
July 31, 2015			4.01406286	%
January 31, 2016			3.90659144	%
July 31, 2016			3.79911972	%
January 31, 2017			3.69164861	%
July 31, 2017			3.58417629	%
January 31, 2018			49.79157647	%

Series A Equipment Notes
Boeing 737-823
N903AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.30313586	%
January 31, 2012			2.89429244	%
July 31, 2012			2.47823791	%
January 31, 2013			4.66704661	%
July 31, 2013			4.64155715	%
January 31, 2014			4.51822078	%
July 31, 2014			5.10612388	%
January 31, 2015			4.94167551	%
July 31, 2015			4.77722704	%
January 31, 2016			4.61277867	%
July 31, 2016			4.44833011	%
January 31, 2017			4.28388183	%
July 31, 2017			4.11943327	%
January 31, 2018			3.95498489	%
July 31, 2018			3.79053643	%
January 31, 2019			3.62608805	%
July 31, 2019			3.96731850	%
January 31, 2020			3.76175794	%
July 31, 2020			3.55619738	%
January 31, 2021			25.55117574	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

Series B Equipment Notes
Boeing 737-823
N903AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.93704544	%
January 31, 2012			6.63822540	%
July 31, 2012			3.87117906	%
January 31, 2013			4.10221366	%
July 31, 2013			3.70193199	%
January 31, 2014			3.62133855	%
July 31, 2014			4.22847728	%
January 31, 2015			4.12101866	%
July 31, 2015			4.01356094	%
January 31, 2016			3.90610262	%
July 31, 2016			3.79864460	%
January 31, 2017			3.69118628	%
July 31, 2017			3.58372856	%
January 31, 2018			49.78534698	%

Series A Equipment Notes
Boeing 737-823
N904AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.30938551	%
January 31, 2012			2.89411103	%
July 31, 2012			2.47808258	%
January 31, 2013			4.66675406	%
July 31, 2013			4.64126617	%
January 31, 2014			4.51793748	%
July 31, 2014			5.10580387	%
January 31, 2015			4.94136570	%
July 31, 2015			4.77692762	%
January 31, 2016			4.61248945	%
July 31, 2016			4.44805128	%
January 31, 2017			4.28361320	%
July 31, 2017			4.11917511	%
January 31, 2018			3.95473694	%
July 31, 2018			3.79029886	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
January 31, 2019			3.62586069	%
July 31, 2019			3.96706979	%
January 31, 2020			3.76152214	%
July 31, 2020			3.55597458	%
January 31, 2021			25.54957394	%

Series B Equipment Notes
Boeing 737-823
N904AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.93230122	%
January 31, 2012			6.63854337	%
July 31, 2012			3.87136423	%
January 31, 2013			4.10241000	%
July 31, 2013			3.70210935	%
January 31, 2014			3.62151229	%
July 31, 2014			4.22867957	%
January 31, 2015			4.12121616	%
July 31, 2015			4.01375304	%
January 31, 2016			3.90628963	%
July 31, 2016			3.79882679	%
January 31, 2017			3.69136310	%
July 31, 2017			3.58389997	%
January 31, 2018			49.78773128	%

Series A Equipment Notes
Boeing 737-823
N937AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.14501721	%
January 31, 2012			2.73875223	%
July 31, 2012			2.32236970	%
January 31, 2013			4.52643143	%
July 31, 2013			4.50953032	%
January 31, 2014			4.39429530	%
July 31, 2014			4.27906028	%
January 31, 2015			4.16382526	%
July 31, 2015			4.04859024	%
January 31, 2016			4.54025961	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2016			4.38661291	%
January 31, 2017			4.23296631	%
July 31, 2017			4.07931952	%
January 31, 2018			3.92567292	%
July 31, 2018			3.77202622	%
January 31, 2019			3.61837953	%
July 31, 2019			3.46473274	%
January 31, 2020			3.31108614	%
July 31, 2020			3.15743954	%
January 31, 2021			30.38363258	%

Series B Equipment Notes
Boeing 737-823
N937AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.80180874	%
January 31, 2012			6.49443248	%
July 31, 2012			3.72902885	%
January 31, 2013			3.96742594	%
July 31, 2013			3.57093397	%
January 31, 2014			3.49565110	%
July 31, 2014			3.42036764	%
January 31, 2015			3.34508447	%
July 31, 2015			3.26980101	%
January 31, 2016			3.79929328	%
July 31, 2016			3.69891582	%
January 31, 2017			3.59853807	%
July 31, 2017			3.49816032	%
January 31, 2018			53.31055830	%

Series A Equipment Notes
Boeing 737-823
N944AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.15162721	%
January 31, 2012			2.73857095	%
July 31, 2012			2.32221592	%
January 31, 2013			4.52613181	%
July 31, 2013			4.50923179	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
January 31, 2014			4.39400442	%
July 31, 2014			4.27877705	%
January 31, 2015			4.16354959	%
July 31, 2015			4.04832221	%
January 31, 2016			4.53995916	%
July 31, 2016			4.38632257	%
January 31, 2017			4.23268608	%
July 31, 2017			4.07904950	%
January 31, 2018			3.92541300	%
July 31, 2018			3.77177651	%
January 31, 2019			3.61814001	%
July 31, 2019			3.46450352	%
January 31, 2020			3.31086693	%
July 31, 2020			3.15723044	%
January 31, 2021			30.38162135	%

Series B Equipment Notes
Boeing 737-823
N944AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.78865096	%
January 31, 2012			6.49529367	%
July 31, 2012			3.72952371	%
January 31, 2013			3.96795199	%
July 31, 2013			3.57140795	%
January 31, 2014			3.49611458	%
July 31, 2014			3.42082121	%
January 31, 2015			3.34552842	%
July 31, 2015			3.27023476	%
January 31, 2016			3.79979705	%
July 31, 2016			3.69940648	%
January 31, 2017			3.59901502	%
July 31, 2017			3.49862445	%
January 31, 2018			53.31762975	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

Series A Equipment Notes
Boeing 737-823
N945AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.14867803	%
January 31, 2012			2.73865181	%
July 31, 2012			2.32228463	%
January 31, 2013			4.52626546	%
July 31, 2013			4.50936501	%
January 31, 2014			4.39413418	%
July 31, 2014			4.27890335	%
January 31, 2015			4.16367269	%
July 31, 2015			4.04844177	%
January 31, 2016			4.54009322	%
July 31, 2016			4.38645208	%
January 31, 2017			4.23281103	%
July 31, 2017			4.07917007	%
January 31, 2018			3.92552893	%
July 31, 2018			3.77188797	%
January 31, 2019			3.61824684	%
July 31, 2019			3.46460579	%
January 31, 2020			3.31096474	%
July 31, 2020			3.15732369	%
January 31, 2021			30.38251872	%

Series B Equipment Notes
Boeing 737-823
N945AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.77969601	%
January 31, 2012			6.49588006	%
July 31, 2012			3.72985997	%
January 31, 2013			3.96831049	%
July 31, 2013			3.57172999	%
January 31, 2014			3.49643013	%
July 31, 2014			3.42113028	%
January 31, 2015			3.34582984	%
July 31, 2015			3.27053028	%
January 31, 2016			3.80014003	%
July 31, 2016			3.69974032	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
January 31, 2017			3.59934032	%
July 31, 2017			3.49894003	%
January 31, 2018			53.32244225	%

Series A Equipment Notes
Boeing 737-823
N946AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.15012132	%
January 31, 2012			2.73861226	%
July 31, 2012			2.32225092	%
January 31, 2013			4.52620009	%
July 31, 2013			4.50929986	%
January 31, 2014			4.39407066	%
July 31, 2014			4.27884155	%
January 31, 2015			4.16361244	%
July 31, 2015			4.04838324	%
January 31, 2016			4.54002758	%
July 31, 2016			4.38638873	%
January 31, 2017			4.23274989	%
July 31, 2017			4.07911104	%
January 31, 2018			3.92547228	%
July 31, 2018			3.77183335	%
January 31, 2019			3.61819459	%
July 31, 2019			3.46455575	%
January 31, 2020			3.31091681	%
July 31, 2020			3.15727805	%
January 31, 2021			30.38207959	%

Series B Equipment Notes
Boeing 737-823
N946AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.78954358	%
January 31, 2012			6.49523528	%
July 31, 2012			3.72949028	%
January 31, 2013			3.96791608	%
July 31, 2013			3.57137574	%
January 31, 2014			3.49608304	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2014			3.42079064	%
January 31, 2015			3.34549794	%
July 31, 2015			3.27020583	%
January 31, 2016			3.79976296	%
July 31, 2016			3.69937279	%
January 31, 2017			3.59898292	%
July 31, 2017			3.49859305	%
January 31, 2018			53.31714988	%

Series A Equipment Notes
Boeing 737-823
N952AA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.09861279	%
January 31, 2012			2.69130083	%
July 31, 2012			2.27482575	%
January 31, 2013			4.48349668	%
July 31, 2013			4.46921321	%
January 31, 2014			4.35644925	%
July 31, 2014			4.24368522	%
January 31, 2015			4.13092126	%
July 31, 2015			4.01815723	%
January 31, 2016			3.90539327	%
July 31, 2016			4.36772558	%
January 31, 2017			4.21737367	%
July 31, 2017			4.06702159	%
January 31, 2018			3.91666968	%
July 31, 2018			3.76631761	%
January 31, 2019			3.61596561	%
July 31, 2019			3.46561362	%
January 31, 2020			3.31526163	%
July 31, 2020			3.16490963	%
January 31, 2021			31.43108588	%

Series B Equipment Notes
Boeing 737-823
N952AA

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.75858302	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
January 31, 2012			6.45075339	%
July 31, 2012			3.68579436	%
January 31, 2013			3.92643869	%
July 31, 2013			3.53109387	%
January 31, 2014			3.45742702	%
July 31, 2014			3.38376044	%
January 31, 2015			3.31009333	%
July 31, 2015			3.23642702	%
January 31, 2016			3.16275963	%
July 31, 2016			3.66860526	%
January 31, 2017			3.57038280	%
July 31, 2017			3.47216061	%
January 31, 2018			54.38572056	%

Series A Equipment Notes
Boeing 737-823
N953AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.10156703	%
January 31, 2012			2.69122122	%
July 31, 2012			2.27475847	%
January 31, 2013			4.48336409	%
July 31, 2013			4.46908112	%
January 31, 2014			4.35632039	%
July 31, 2014			4.24355973	%
January 31, 2015			4.13079908	%
July 31, 2015			4.01803842	%
January 31, 2016			3.90527777	%
July 31, 2016			4.36759639	%
January 31, 2017			4.21724899	%
July 31, 2017			4.06690134	%
January 31, 2018			3.91655378	%
July 31, 2018			3.76620629	%
January 31, 2019			3.61585872	%
July 31, 2019			3.46551116	%
January 31, 2020			3.31516351	%
July 31, 2020			3.16481611	%
January 31, 2021			31.43015638	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

Series B Equipment Notes
Boeing 737-823
N953AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.72717434	%
January 31, 2012			6.45279496	%
July 31, 2012			3.68696080	%
January 31, 2013			3.92768147	%
July 31, 2013			3.53221135	%
January 31, 2014			3.45852111	%
July 31, 2014			3.38483141	%
January 31, 2015			3.31114117	%
July 31, 2015			3.23745093	%
January 31, 2016			3.16376096	%
July 31, 2016			3.66976645	%
January 31, 2017			3.57151261	%
July 31, 2017			3.47325932	%
January 31, 2018			54.40293311	%

Series A Equipment Notes
Boeing 737-823
N954AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.10465201	%
January 31, 2012			2.69113807	%
July 31, 2012			2.27468832	%
January 31, 2013			4.48322564	%
July 31, 2013			4.46894304	%
January 31, 2014			4.35618585	%
July 31, 2014			4.24342875	%
January 31, 2015			4.13067148	%
July 31, 2015			4.01791430	%
January 31, 2016			3.90515720	%
July 31, 2016			4.36746157	%
January 31, 2017			4.21711869	%
July 31, 2017			4.06677580	%
January 31, 2018			3.91643283	%
July 31, 2018			3.76608995	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
January 31, 2019			3.61574707	%
July 31, 2019			3.46540410	%
January 31, 2020			3.31506121	%
July 31, 2020			3.16471833	%
January 31, 2021			31.42918577	%

Series B Equipment Notes
Boeing 737-823
N954AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.74001139	%
January 31, 2012			6.45196083	%
July 31, 2012			3.68648361	%
January 31, 2013			3.92717361	%
July 31, 2013			3.53175472	%
January 31, 2014			3.45807417	%
July 31, 2014			3.38439333	%
January 31, 2015			3.31071306	%
July 31, 2015			3.23703250	%
January 31, 2016			3.16335167	%
July 31, 2016			3.66929167	%
January 31, 2017			3.57105111	%
July 31, 2017			3.47281000	%
January 31, 2018			54.39589833	%

Series A Equipment Notes
Boeing 737-823
N955AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.10161978	%
January 31, 2012			2.69121976	%
July 31, 2012			2.27475736	%
January 31, 2013			4.48336173	%
July 31, 2013			4.46907869	%
January 31, 2014			4.35631808	%
July 31, 2014			4.24355756	%
January 31, 2015			4.13079687	%
July 31, 2015			4.01803626	%
January 31, 2016			3.90527574	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2016			4.36759414	%
January 31, 2017			4.21724669	%
July 31, 2017			4.06689925	%
January 31, 2018			3.91655172	%
July 31, 2018			3.76620427	%
January 31, 2019			3.61585682	%
July 31, 2019			3.46550929	%
January 31, 2020			3.31516184	%
July 31, 2020			3.16481439	%
January 31, 2021			31.43013977	%

Series B Equipment Notes
Boeing 737-823
N955AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.73884601	%
January 31, 2012			6.45203658	%
July 31, 2012			3.68652690	%
January 31, 2013			3.92721972	%
July 31, 2013			3.53179618	%
January 31, 2014			3.45811476	%
July 31, 2014			3.38443308	%
January 31, 2015			3.31075192	%
July 31, 2015			3.23707050	%
January 31, 2016			3.16338882	%
July 31, 2016			3.66933475	%
January 31, 2017			3.57109303	%
July 31, 2017			3.47285078	%
January 31, 2018			54.39653697	%

Series A Equipment Notes
Boeing 737-823
N956AN

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
July 31, 2011			0.10167817	%
January 31, 2012			2.69121833	%
July 31, 2012			2.27475596	%
January 31, 2013			4.48335910	%
July 31, 2013			4.46907608	%

Note Purchase Agreement
American Airlines 2011-1 Aircraft EETC

		Percentage of Original
		Principal Amount to be
Payment Date		Paid
January 31, 2014			4.35631557	%
July 31, 2014			4.24355505	%
January 31, 2015			4.13079445	%
July 31, 2015			4.01803393	%
January 31, 2016			3.90527342	%
July 31, 2016			4.36759159	%
January 31, 2017			4.21724420	%
July 31, 2017			4.06689690	%
January 31, 2018			3.91654943	%
July 31, 2018			3.76620205	%
January 31, 2019			3.61585467	%
July 31, 2019			3.46550728	%
January 31, 2020			3.31515990	%
July 31, 2020			3.16481252	%
January 31, 2021			31.43012141	%