Pass Through Trust Agreement

NOTE PURCHASE AGREEMENT Dated as of October 3, 2016 Among AMERICAN AIRLINES, INC., WILMINGTON TRUST COMPANY, as Pass Through Trustee Under Each of the Pass Through Trust Agreements WILMINGTON TRUST COMPANY, as Subordination Agent WILMINGTON TRUST, ...

Exhibit 4.9

Execution Version

NOTE PURCHASE AGREEMENT

Dated as of October 3, 2016

among

AMERICAN AIRLINES, INC.,

WILMINGTON TRUST COMPANY,

as Pass Through Trustee under each of the Pass Through Trust Agreements

WILMINGTON TRUST COMPANY,

as Subordination Agent

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Escrow Agent

and

WILMINGTON TRUST COMPANY,

as Paying Agent

 

Note Purchase Agreement

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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   

SECTION 11.

 

Submission to Jurisdiction

     19   

Schedules

 

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

 

Note Purchase Agreement

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NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT, dated as of October 3, 2016, is made by and among (iAMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), (ii) WILMINGTON TRUST COMPANY (“WTC”), a Delaware trust company, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with any successor in interest and any successor or other trustee appointed as provided in the applicable Pass Through Trust Agreement (as defined below), the “Pass Through Trustee”) under each of the two separate Pass Through Trust Agreements, (iii) WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the “Escrow Agent”), under each of the Escrow and Paying Agent Agreements (as defined below) and (v) WILMINGTON TRUST COMPANY, a Delaware trust company, as Paying Agent (in such capacity together with its successors in such capacity, the “Paying Agent”) under each of the Escrow and Paying Agent Agreements.

W I T N E S S E T H:

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

WHEREAS, the Company owns, or has obtained commitments from a Manufacturer pursuant to an Aircraft Purchase Agreement for the delivery scheduled on or prior to June 30, 2017 of the 25 aircraft described in Schedule I hereto and the Company wishes to finance pursuant to this Note Purchase Agreement (i) the five Airbus A321 aircraft described in such schedule (the “Airbus Aircraft”); (ii) the eight Boeing 737-823 aircraft described in such schedule ( the “Boeing 737 Aircraft”); (iii) the four Boeing 787-9 aircraft described in such schedule (the “Boeing 787-9 Aircraft”); and (iv) the eight Embraer ERJ 175 LR aircraft described in such schedule (the “Embraer 175 Aircraft” and together with the Airbus Aircraft, the Boeing 737 Aircraft and the Boeing 787-9 Aircraft, together with any aircraft substituted therefor in accordance with the applicable Aircraft Purchase Agreement prior to the delivery thereof, the “Aircraft” and each an “Aircraft”);

WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the Trust Supplements described in Schedule II hereto, and concurrently with the execution and delivery of this Note Purchase Agreement, two separate grantor trusts (the “Class AA Pass Through Trust” and the “Class A 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;

 

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WHEREAS, the Company has entered into the Underwriting Agreement, dated as of October 3, 2016 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Goldman, Sachs & Co., as representatives of the Underwriters named therein (the “Underwriters”), which provides that the Company will cause the Pass Through Trustee under the Class AA Pass Through Trust (the “Class AA Pass Through Trustee”) and the Pass Through Trustee under the Class A Pass Through Trust (the “Class A Pass Through Trustee”) to issue and sell the Class AA Certificates and the Class A Certificates, respectively, to the Underwriters on the Issuance Date;

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

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

WHEREAS, subject to the terms and conditions of this Note Purchase Agreement, each Pass Through Trustee of each Pass Through Trust then in existence and each of the Subordination Agent, the Loan Trustee, WTC and the Company will enter into the applicable Financing Agreements to which it is intended to be a party relating to each Aircraft;

 

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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 AA Liquidity Provider has entered into the Class AA Liquidity Facility for the benefit of the Holders of the Certificates issued by the Class AA Pass Through Trust and 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, 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 confirms that it has entered into each Aircraft Purchase Agreement with the applicable Manufacturer pursuant to which the Company has agreed to purchase, and such Manufacturer has agreed to deliver, the New Delivery Aircraft in the months specified in Schedule I hereto, all on and subject to terms and conditions specified in such Aircraft Purchase Agreement. The Company agrees to finance all Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, by the date referred to in clause (a) of the definition of Delivery Period Termination Date.

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

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

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

 

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

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

(ii) subject to clauses (iii) and (iv) immediately below, if (x) the Company shall have obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with any material modifications of the applicable Financing Agreements from the forms of Financing Agreements annexed hereto (including the form of Equipment Note included in the form Indenture annexed hereto) and delivered such Rating Agency Confirmation to each Pass Through Trustee of each Pass Through Trust then in existence on or before the applicable Funding Date or (y) such Rating Agency Confirmation shall have been obtained with respect to material modifications of the Financing Agreements relating to another or any Aircraft or with respect to material modifications of the forms of the Financing Agreements annexed hereto and the applicable Financing Agreements incorporate such material modifications without additional material modifications, the applicable Financing Agreements, as executed and delivered, may incorporate such material modifications, if any;

 

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

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

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

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

(f) Postponement of Delivery and Funding. If, on the Funding Date for any New Delivery Aircraft, the financing of such New Delivery 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 New Delivery 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

 

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and the Depositary a substitute Funding Notice specifying such new Funding Date for such New Delivery Aircraft. Upon receipt of any such substitute Funding Notice, each Pass Through Trustee of each Pass Through Trust then in existence shall comply with its obligations under Section 7.01 of the applicable Trust Supplement and thereafter the financing of such New Delivery 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) Delivery of New Delivery Aircraft from a Manufacturer. Anything in this Section 1 or elsewhere to the contrary notwithstanding, the Company shall have the right to accept delivery of any New Delivery Aircraft from the applicable Manufacturer under the applicable Aircraft Purchase Agreement prior to the Funding Date for such New Delivery Aircraft by utilization of bridge financing of such New Delivery Aircraft or using the Company’s own funds or otherwise and to specify a Funding Date for such New Delivery Aircraft that, in the case of any New Delivery Aircraft that is not a Substitute Aircraft, shall be no later than 90 days after the delivery of such New Delivery Aircraft to the Company by the applicable Manufacturer under the applicable Aircraft Purchase Agreement and, in each case, shall be no later than the Cut-Off Date and otherwise complying with the provisions of Section 1(b) hereof.

(h) Substitute Aircraft. If the Funding Date for any New Delivery Aircraft is delayed more than 30 days beyond the last day of the month set forth opposite such New Delivery Aircraft under the heading “Scheduled Delivery Month” in Schedule I hereto, the Company may substitute therefor an aircraft not included in the New Delivery Aircraft, but meeting the following conditions (each, a “Substitute Aircraft” and, collectively, the “Substitute Aircraft”): (i) a Substitute Aircraft must be of the same model as the New Delivery Aircraft being replaced and (ii) the Company shall obtain a Rating Agency Confirmation with respect to each Class of Certificates then rated by the Rating Agencies in connection with the replacement of any New Delivery Aircraft by a Substitute Aircraft. Upon the satisfaction of the conditions set forth above with respect to a Substitute Aircraft, the New Delivery Aircraft it replaced shall cease to be subject to this Note Purchase Agreement and all rights and obligations of the parties hereto concerning such New Delivery Aircraft shall cease, and such Substitute Aircraft shall become, and thereafter be, subject to the terms and conditions of this Note Purchase Agreement to the same extent as such New Delivery Aircraft.

(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 or Substitute 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 AA Equipment Notes or Series A Equipment Notes in respect of the Aircraft to the Class AA Pass Through Trustee or Class A Pass Through Trustee, respectively, in an aggregate principal amount in excess of the amount of the Deposits then available for withdrawal by the Escrow Agent under and in accordance with the provisions of the applicable Deposit Agreement.

 

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(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 the form of the Indenture annexed hereto, as such form is modified from time to time in accordance with the terms hereof) with respect to such Aircraft or that would constitute such an Event of Loss but for the requirement that notice be given or time elapse or both, the Company will as promptly as practicable (and, in any event, within 15 days after the occurrence of the relevant Event of Loss) give notice of such event to each Pass Through Trustee and the Subordination Agent and instruct each Pass Through Trustee, and each Pass Through Trustee agrees, to execute and deliver to the applicable Escrow Agent a duly completed Withdrawal Certificate (as defined in the applicable Escrow and Paying Agent Agreement) together with a relevant Notice of Event of Loss Withdrawal (as defined in the applicable Escrow and Paying Agent Agreement).

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

(a) no Triggering Event shall have occurred;

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

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

(d) [Reserved].

 

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

SECTION 3. Representations and Warranties.

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

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

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

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

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

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

 

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(ii) Due Authorization; No Conflicts. The execution and delivery by WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, of this Note Purchase Agreement and the performance by WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, of its obligations under this Note Purchase Agreement have been duly authorized by WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

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

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

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

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

(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;

 

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(iii) Compliance with Laws; No Conflicts. None of the execution, delivery and performance by the Subordination Agent of this Note Purchase Agreement contravenes any law, rule or regulation of the state of the United States in which it is located or any United States governmental authority or agency regulating the Subordination Agent’s trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent or contravenes the Subordination Agent’s articles of association or by-laws or results in any breach of, or constitute a default under, any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;

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

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

(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.

 

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

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

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

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

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

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

(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

 

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

SECTION 4. Covenants.

(a) Covenants of the Company.

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

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

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

(iv) Notice of Occurrence of Cut-Off Date. The Company agrees to provide written notice (A) to each of the parties hereto of the occurrence of the Cut-Off Date no later than one Business Day after the date thereof and (B) to the Escrow Agent and the Rating Agencies of the occurrence of a labor strike at a Manufacturer resulting in an extension of the Delivery Period Termination Date as contemplated in clause (a) of the definition thereof.

(v) Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option to (A) redeem any Series A Equipment Notes (or any Additional Series Equipment Notes) and issue, with respect to all (but not

 

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less than all) of the Aircraft, new Equipment Notes with the same Series designation as that of, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (B) issue one or more series at any time and from time to time of Additional Series Equipment Notes with respect to all (but not less than all) of the Aircraft, in each case, under any Indenture (including, for avoidance of doubt, multiple issuances at the same or different times resulting in more than one series of Additional Series Equipment Notes being outstanding at any time) and (C) at any time following the payment in full of any Series A Equipment Notes or previously issued Additional Series Equipment Notes, issue, with respect to all (but not less than all) of the Aircraft, new Equipment Notes of the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full, provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such payment and issuance or such redemption and issuance, as applicable, and provided further that any such issuance, payment and issuance or redemption and issuance, as applicable, shall be subject to the terms of Section 8.01(c) or 8.01(d), as applicable, of the Intercreditor Agreement. If any such new Equipment Notes or Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Equipment Notes or the Additional Series Pass Through Trustee, as applicable, shall execute and deliver an instrument (which may be a joinder agreement) by which such pass through trustee or Additional Series Pass Through Trustee, as applicable, becomes a party hereto, and each of the parties hereto agrees, at the Company’s request, to enter into any amendments to (or any amendment and restatement of) this Note Purchase Agreement (including, without limitation, any modifications of the Indenture Form and the Participation Agreement Form) and any other Operative Agreements as may be necessary or desirable to give effect to such issuance, payment and 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 (including, without limitation, to specify 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)).

 

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(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 WTC.

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

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

(c) [Reserved].

(d) Covenants by the Pass Through Trustees.

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

 

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(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 Long-Term Rating issued by a Rating Agency is downgraded below the Depositary Threshold Rating unless American shall have received a written confirmation from each Rating Agency to the effect that such downgrade of the Depositary will not result in a downgrade, withdrawal, suspension or reduction of the rating of each Class of Certificates rated by such Rating Agency below the then current rating for such Certificates 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 Rating Agencies. 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.

 

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(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 AA Certificates and the Class A 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 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.

 

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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), except to the extent payable pursuant to clause (i) of this sentence;

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

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

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

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

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

 

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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, each Liquidity Provider as a beneficiary of Section 2(b) hereof and the Depositary as a beneficiary of Section 5(c)(ii) hereof) with any rights of any nature whatsoever against any of the parties hereto, and no Person not a party hereto (other than the Underwriters, each of the beneficiaries of Section 7 hereof, each Liquidity Provider as a beneficiary of Section 2(b) hereof and the Depositary as a beneficiary of Section 5(c)(ii) hereof) shall have any right, power or privilege in respect of, or have any benefit or interest arising out of, this Note Purchase Agreement. To the extent that this Note Purchase Agreement expressly confers upon, gives or grants any right, power, privilege, benefit, interest, remedy or claim to any of the beneficiaries of Section 7 hereof (including, but not limited to, rights, powers, privileges, benefits, interests, remedies and claims under Section 7) to each Liquidity Provider with respect to Section 2(b) hereof, or to the Depositary with respect to Section 5(c)(ii) hereof, each such party is hereby recognized as a third party beneficiary hereunder and may enforce any such right, power, privilege, benefit, interest, remedy or claim.

 

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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.

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

[Signature Pages Follow]

 

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

 

AMERICAN AIRLINES, INC.
By:   /s/ Thomas T. Weir
  Name: Thomas T. Weir
  Title: Vice President and Treasurer
  Address:  

4333 Amon Carter Boulevard

Mail Drop 5662

Fort Worth, Texas 76155

    Ref.: American Airlines 2016-3 EETC
    Attention: Treasurer
    Telephone: ###
    Facsimile: ###

 

[2016-3 EETC Note Purchase Agreement Signature Page]


WILMINGTON TRUST COMPANY,

not in its individual capacity, except as otherwise provided herein, but solely as Pass Through Trustee

By:   /s/ Steve Barone
  Name: Steve Barone
  Title: Assistant Vice President
  Address:  

1100 North Market Street

Wilmington, Delaware 19890-1605

    Attention: Corporate Trust Administration
    Facsimile: ###

 

WILMINGTON TRUST COMPANY,

not in its individual capacity, except as otherwise provided herein, but solely as Subordination Agent

By   /s/ Steve Barone
  Name: Steve Barone
  Title: Assistant Vice President
  Address:  

1100 North Market Street

Wilmington, Delaware 19890-1605

    Attention: Corporate Trust Administration
    Facsimile: ###

 

[2016-3 EETC Note Purchase Agreement Signature Page]


WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as otherwise provided herein, but solely as Escrow Agent
By   /s/ Steve Barone
  Name:   Steve Barone
  Title:   Assistant Vice President
  Address:  

1100 North Market Street

Wilmington, Delaware 19890-1605

    Attention: Corporate Trust Administration
    Facsimile: ###

 

WILMINGTON TRUST COMPANY, not in its individual capacity, except as otherwise provided herein, but solely as Paying Agent
By   /s/ Steve Barone
  Name: Steve Barone
  Title: Assistant Vice President
  Address:  

1100 North Market Street

Wilmington, Delaware 19890-1605

    Attention: Corporate Trust Administration
    Facsimile: ###

 

[2016-3 EETC Note Purchase Agreement Signature Page]


SCHEDULE I to

NOTE PURCHASE AGREEMENT

AIRCRAFT

Schedule I

 

No.

  

U.S.

Registration

No.

  

Airframe
Manufacturer

  

Airframe Model

(including generic
manufacturer and model)

  

Airframe

MSN

  

Engine Manufacturer

  

Engine Model

(including generic
manufacturer and model)

  

Owned Aircraft /

New Delivery
Aircraft

1.    N993AN   

Airbus

  

Airbus A321-231S

(Airbus A321-231)

   7188    IAE International Aero Engines AG    V2533-A5    New Delivery Aircraft
2.    N994AN   

Airbus

  

Airbus A321-231S

(Airbus A321-231)

   7407    IAE International Aero Engines AG    V2533-A5    New Delivery Aircraft
3.    N995AN   

Airbus

  

Airbus A321-231S

(Airbus A321-231)

   7301    IAE International Aero Engines AG    V2533-A5    New Delivery Aircraft
4.    N996AN   

Airbus

  

Airbus A321-231S

(Airbus A321-231)

   7310    IAE International Aero Engines AG    V2533-A5    New Delivery Aircraft
5.    N928AM   

Airbus

  

Airbus A321-231S

(Airbus A321-231)

   7515    IAE International Aero Engines AG    V2533-A5    New Delivery Aircraft
6.    N988NN   

Boeing

  

Boeing 737-823

(Boeing 737-823)

   31237    CFM International, Inc.    CFM56-7B26/3 or CFM56-7B26/E    Owned Aircraft
7.    N997NN   

Boeing

  

Boeing 737-823

(Boeing 737-823)

   33250    CFM International, Inc.    CFM56-7B26/3 or CFM56-7B26/E    Owned Aircraft
8.    N998NN   

Boeing

  

Boeing 737-823

(Boeing 737-823)

   31250    CFM International, Inc.    CFM56-7B26/3 or CFM56-7B26/E    New Delivery Aircraft
9.    N200NV   

Boeing

  

Boeing 737-823

(Boeing 737-823)

   33341    CFM International, Inc.    CFM56-7B26/3 or CFM56-7B26/E    New Delivery Aircraft
10.    N301NW   

Boeing

  

Boeing 737-823

(Boeing 737-823)

   31253    CFM International, Inc.    CFM56-7B26/3 or CFM56-7B26/E    New Delivery Aircraft
11.    N301PA   

Boeing

  

Boeing 737-823

(Boeing 737-823)

   31255    CFM International, Inc.    CFM56-7B26/3 or CFM56-7B26/E    New Delivery Aircraft
12.    N305NX   

Boeing

  

Boeing 737-823

(Boeing 737-823)

   33342    CFM International, Inc.    CFM56-7B26/3 or CFM56-7B26/E    New Delivery Aircraft
13.    N306NY   

Boeing

  

Boeing 737-823

(Boeing 737-823)

   33343    CFM International, Inc.    CFM56-7B26/3 or CFM56-7B26/E    New Delivery Aircraft
14.    N821AN   

Boeing

  

Boeing 787-9

(Boeing 787-9)

   40640    General Electric    GEnx-1B74/75    New Delivery Aircraft

 

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American Airlines 2016-3 Aircraft EETC


SCHEDULE I to

NOTE PURCHASE AGREEMENT

(Cont’d)

 

No.

  

U.S.

Registration

No.

  

Airframe
Manufacturer

  

Airframe Model

(including generic
manufacturer and model)

  

Airframe

MSN

  

Engine Manufacturer

  

Engine Model

(including generic
manufacturer and model)

  

Owned Aircraft /

New Delivery
Aircraft

15.    N822AN   

Boeing

  

Boeing 787-9

(Boeing 787-9)

   40642    General Electric    GEnx-1B74/75    New Delivery Aircraft
16.    N823AN   

Boeing

  

Boeing 787-9

(Boeing 787-9)

   40641    General Electric    GEnx-1B74/75    New Delivery Aircraft
17.    N824AN   

Boeing

  

Boeing 787-9

(Boeing 787-9)

   40643    General Electric    GEnx-1B74/75    New Delivery Aircraft
18.    N240NN   

Embraer

  

Embraer ERJ 175 LR

(Embraer ERJ 175LR)

   17000594    General Electric    CF34-8E5    Owned Aircraft
19.    N241NN   

Embraer

  

Embraer ERJ 175 LR

(Embraer ERJ 175LR)

   17000595    General Electric    CF34-8E5    Owned Aircraft
20.    N242NN   

Embraer

  

Embraer ERJ 175 LR

(Embraer ERJ 175LR)

   17000601    General Electric    CF34-8E5    New Delivery Aircraft
21.    N243NN   

Embraer

  

Embraer ERJ 175 LR

(Embraer ERJ 175LR)

   17000604    General Electric    CF34-8E5    New Delivery Aircraft
22.    N244NN   

Embraer

  

Embraer ERJ 175 LR

(Embraer ERJ 175LR)

   17000609    General Electric    CF34-8E5    New Delivery Aircraft
23.    N245NN   

Embraer

  

Embraer ERJ 175 LR

(Embraer ERJ 175LR)

   17000614    General Electric    CF34-8E5    New Delivery Aircraft
24.    N246NN   

Embraer

  

Embraer ERJ 175 LR

(Embraer ERJ 175LR)

   17000618    General Electric    CF34-8E5    New Delivery Aircraft
25.    N247NN   

Embraer

  

Embraer ERJ 175 LR

(Embraer ERJ 175LR)

   17000619    General Electric    CF34-8E5    New Delivery Aircraft

 

Sch. I - 2

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American Airlines 2016-3 Aircraft EETC


SCHEDULE II to

NOTE PURCHASE AGREEMENT

TRUST SUPPLEMENTS

Trust Supplement No. 2016-3AA, dated as of the Issuance Date, between the Company and the Pass Through Trustee in respect of the American Airlines Pass Through Trust, Series 2016-3AA.

Trust Supplement No. 2016-3A, dated as of the Issuance Date, between the Company and the Pass Through Trustee in respect of the American Airlines Pass Through Trust, Series 2016-3A.

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


SCHEDULE III to

NOTE PURCHASE AGREEMENT

REQUIRED TERMS

Equipment Notes

Obligor: The Company

Maximum Principal Amount: $813,797,000

The original principal amount and amortization schedule of the Series AA Equipment Notes and Series A Equipment Notes issued with respect to an Aircraft shall be as set forth in the following tables (provided that, if any such Equipment Note is issued on or after any date scheduled for a principal payment in the applicable amortization table below, the original principal amount of such Equipment Note shall be reduced by the aggregate principal amount scheduled for payment on or prior to such issuance date and the principal amortization schedule for such Equipment Note will commence on the first scheduled principal payment date in such schedule occurring after the issuance of such Equipment Note):

PRINCIPAL AMOUNTS OF EQUIPMENT NOTES

 

Aircraft

   Series AA    Series A    Total

N993AN

   20,921,000    9,609,000    30,530,000

N994AN

   20,955,000    9,625,000    30,580,000

N995AN

   20,955,000    9,625,000    30,580,000

N996AN

   20,955,000    9,625,000    30,580,000

N928AM

   20,989,000    9,641,000    30,630,000

N988NN

   17,960,000    8,249,000    26,209,000

N997NN

   18,472,000    8,485,000    26,957,000

N998NN

   18,472,000    8,485,000    26,957,000

N200NV

   18,520,000    8,507,000    27,027,000

N301NW

   18,536,000    8,514,000    27,050,000

N301PA

   18,536,000    8,514,000    27,050,000

N305NX

   18,551,000    8,521,000    27,072,000

N306NY

   18,551,000    8,521,000    27,072,000

N821AN

   53,614,000    24,626,000    78,240,000

N822AN

   53,614,000    24,626,000    78,240,000

N823AN

   53,703,000    24,667,000    78,370,000

N824AN

   53,804,000    24,713,000    78,517,000

N240NN

   11,294,000    5,188,000    16,482,000

N241NN

   11,294,000    5,188,000    16,482,000

N242NN

   11,317,000    5,198,000    16,515,000

N243NN

   11,317,000    5,198,000    16,515,000

N244NN

   11,326,000    5,202,000    16,528,000

N245NN

   11,326,000    5,202,000    16,528,000

N246NN

   11,336,000    5,207,000    16,543,000

N247NN

   11,336,000    5,207,000    16,543,000

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


AMORTIZATION SCHEDULES

 

Series AA Equipment Notes

Airbus A321-231S

N993AN

Payment Date

  

Percentage of Original
Principal Amount to be  Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52399187%

April 15, 2018

   2.39596090%

October 15, 2018

   2.39593834%

April 15, 2019

   2.39591477%

October 15, 2019

   2.39589001%

April 15, 2020

   2.39586401%

October 15, 2020

   2.39583662%

April 15, 2021

   2.39580790%

October 15, 2021

   2.39577759%

April 15, 2022

   2.39574571%

October 15, 2022

   2.39571201%

April 15, 2023

   2.39567650%

October 15, 2023

   2.39563893%

April 15, 2024

   2.39559916%

October 15, 2024

   2.39555710%

April 15, 2025

   2.39551240%

October 15, 2025

   2.39546508%

April 15, 2026

   2.39541466%

October 15, 2026

   2.39536112%

April 15, 2027

   2.39530395%

October 15, 2027

   2.39524301%

April 15, 2028

   2.39517791%

October 15, 2028

   47.16761044%

Series A Equipment Notes

Airbus A321-231S

N993AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52010459%

April 15, 2018

   2.39605641%

October 15, 2018

   2.39603393%

April 15, 2019

   2.39601030%

October 15, 2019

   2.39598553%

April 15, 2020

   2.39595962%

October 15, 2020

   2.39593215%

April 15, 2021

   2.39590342%

October 15, 2021

   2.39587314%

April 15, 2022

   2.39584129%

October 15, 2022

   2.39580758%

April 15, 2023

   2.39577198%

October 15, 2023

   2.39573442%

 

Sch. III-2

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


April 15, 2024

   2.39569477%

October 15, 2024

   2.39565262%

April 15, 2025

   2.39560797%

October 15, 2025

   2.39556052%

April 15, 2026

   2.39551025%

October 15, 2026

   2.39545666%

April 15, 2027

   2.39539942%

October 15, 2027

   2.39533854%

April 15, 2028

   2.39527349%

October 15, 2028

   47.16949141%

Series AA Equipment Notes

Airbus A321-231S

N994AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52264066%

April 15, 2018

   2.39599413%

October 15, 2018

   2.39597156%

April 15, 2019

   2.39594798%

October 15, 2019

   2.39592322%

April 15, 2020

   2.39589721%

October 15, 2020

   2.39586986%

April 15, 2021

   2.39584109%

October 15, 2021

   2.39581083%

April 15, 2022

   2.39577891%

October 15, 2022

   2.39574522%

April 15, 2023

   2.39570971%

October 15, 2023

   2.39567211%

April 15, 2024

   2.39563240%

October 15, 2024

   2.39559026%

April 15, 2025

   2.39554565%

October 15, 2025

   2.39549826%

April 15, 2026

   2.39544791%

October 15, 2026

   2.39539427%

April 15, 2027

   2.39533715%

October 15, 2027

   2.39527626%

April 15, 2028

   2.39521107%

October 15, 2028

   47.16826428%

Series A Equipment Notes

Airbus A321-231S

N994AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52264062%

April 15, 2018

   2.39599418%

October 15, 2018

   2.39597153%

April 15, 2019

   2.39594805%

October 15, 2019

   2.39592312%

April 15, 2020

   2.39589725%

October 15, 2020

   2.39586992%

 

Sch. III-3

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


April 15, 2021

   2.39584104%

October 15, 2021

   2.39581081%

April 15, 2022

   2.39577891%

October 15, 2022

   2.39574525%

April 15, 2023

   2.39570971%

October 15, 2023

   2.39567210%

April 15, 2024

   2.39563242%

October 15, 2024

   2.39559023%

April 15, 2025

   2.39554566%

October 15, 2025

   2.39549829%

April 15, 2026

   2.39544790%

October 15, 2026

   2.39539429%

April 15, 2027

   2.39533714%

October 15, 2027

   2.39527626%

April 15, 2028

   2.39521101%

October 15, 2028

   47.16826431%

Series AA Equipment Notes

Airbus A321-231S

N995AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52264066%

April 15, 2018

   2.39599413%

October 15, 2018

   2.39597156%

April 15, 2019

   2.39594798%

October 15, 2019

   2.39592322%

April 15, 2020

   2.39589721%

October 15, 2020

   2.39586986%

April 15, 2021

   2.39584109%

October 15, 2021

   2.39581083%

April 15, 2022

   2.39577891%

October 15, 2022

   2.39574522%

April 15, 2023

   2.39570971%

October 15, 2023

   2.39567211%

April 15, 2024

   2.39563240%

October 15, 2024

   2.39559026%

April 15, 2025

   2.39554565%

October 15, 2025

   2.39549826%

April 15, 2026

   2.39544791%

October 15, 2026

   2.39539427%

April 15, 2027

   2.39533715%

October 15, 2027

   2.39527626%

April 15, 2028

   2.39521107%

October 15, 2028

   47.16826428%

 

Sch. III-4

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Series A Equipment Notes

Airbus A321-231S

N995AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52264062%

April 15, 2018

   2.39599418%

October 15, 2018

   2.39597153%

April 15, 2019

   2.39594805%

October 15, 2019

   2.39592312%

April 15, 2020

   2.39589725%

October 15, 2020

   2.39586992%

April 15, 2021

   2.39584104%

October 15, 2021

   2.39581081%

April 15, 2022

   2.39577891%

October 15, 2022

   2.39574525%

April 15, 2023

   2.39570971%

October 15, 2023

   2.39567210%

April 15, 2024

   2.39563242%

October 15, 2024

   2.39559023%

April 15, 2025

   2.39554566%

October 15, 2025

   2.39549829%

April 15, 2026

   2.39544790%

October 15, 2026

   2.39539429%

April 15, 2027

   2.39533714%

October 15, 2027

   2.39527626%

April 15, 2028

   2.39521101%

October 15, 2028

   47.16826431%

Series AA Equipment Notes

Airbus A321-231S

N996AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52264066%

April 15, 2018

   2.39599413%

October 15, 2018

   2.39597156%

April 15, 2019

   2.39594798%

October 15, 2019

   2.39592322%

April 15, 2020

   2.39589721%

October 15, 2020

   2.39586986%

April 15, 2021

   2.39584109%

October 15, 2021

   2.39581083%

April 15, 2022

   2.39577891%

October 15, 2022

   2.39574522%

April 15, 2023

   2.39570971%

October 15, 2023

   2.39567211%

April 15, 2024

   2.39563240%

 

Sch. III-5

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2024

   2.39559026%

April 15, 2025

   2.39554565%

October 15, 2025

   2.39549826%

April 15, 2026

   2.39544791%

October 15, 2026

   2.39539427%

April 15, 2027

   2.39533715%

October 15, 2027

   2.39527626%

April 15, 2028

   2.39521107%

October 15, 2028

   47.16826428%

Series A Equipment Notes

Airbus A321-231S

N996AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52264062%

April 15, 2018

   2.39599418%

October 15, 2018

   2.39597153%

April 15, 2019

   2.39594805%

October 15, 2019

   2.39592312%

April 15, 2020

   2.39589725%

October 15, 2020

   2.39586992%

April 15, 2021

   2.39584104%

October 15, 2021

   2.39581081%

April 15, 2022

   2.39577891%

October 15, 2022

   2.39574525%

April 15, 2023

   2.39570971%

October 15, 2023

   2.39567210%

April 15, 2024

   2.39563242%

October 15, 2024

   2.39559023%

April 15, 2025

   2.39554566%

October 15, 2025

   2.39549829%

April 15, 2026

   2.39544790%

October 15, 2026

   2.39539429%

April 15, 2027

   2.39533714%

October 15, 2027

   2.39527626%

April 15, 2028

   2.39521101%

October 15, 2028

   47.16826431%

Series AA Equipment Notes

Airbus A321-231S

N928AM

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52129387%

April 15, 2018

   2.39602720%

October 15, 2018

   2.39600467%

April 15, 2019

   2.39598109%

October 15, 2019

   2.39595631%

April 15, 2020

   2.39593034%

 

Sch. III-6

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2020

   2.39590295%

April 15, 2021

   2.39587422%

October 15, 2021

   2.39584392%

April 15, 2022

   2.39581200%

October 15, 2022

   2.39577831%

April 15, 2023

   2.39574282%

October 15, 2023

   2.39570523%

April 15, 2024

   2.39566544%

October 15, 2024

   2.39562342%

April 15, 2025

   2.39557873%

October 15, 2025

   2.39553133%

April 15, 2026

   2.39548101%

October 15, 2026

   2.39542737%

April 15, 2027

   2.39537029%

October 15, 2027

   2.39530930%

April 15, 2028

   2.39524418%

October 15, 2028

   47.16891600%

Series A Equipment Notes

Airbus A321-231S

N928AM

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52516834%

April 15, 2018

   2.39593196%

October 15, 2018

   2.39590945%

April 15, 2019

   2.39588590%

October 15, 2019

   2.39586111%

April 15, 2020

   2.39583498%

October 15, 2020

   2.39580780%

April 15, 2021

   2.39577896%

October 15, 2021

   2.39574868%

April 15, 2022

   2.39571683%

October 15, 2022

   2.39568302%

April 15, 2023

   2.39564765%

October 15, 2023

   2.39561000%

April 15, 2024

   2.39557027%

October 15, 2024

   2.39552816%

April 15, 2025

   2.39548346%

October 15, 2025

   2.39543616%

April 15, 2026

   2.39538575%

October 15, 2026

   2.39533223%

April 15, 2027

   2.39527508%

October 15, 2027

   2.39521409%

April 15, 2028

   2.39514895%

October 15, 2028

   47.16704118%

 

Sch. III-7

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Series AA Equipment Notes

Boeing 737-823

N988NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.56670629%

April 15, 2018

   2.41835729%

October 15, 2018

   2.41788257%

April 15, 2019

   2.41738480%

October 15, 2019

   2.41686236%

April 15, 2020

   2.41631370%

October 15, 2020

   2.41573708%

April 15, 2021

   2.41513040%

October 15, 2021

   2.41449170%

April 15, 2022

   2.41381860%

October 15, 2022

   2.41310852%

April 15, 2023

   2.41235885%

October 15, 2023

   2.41156654%

April 15, 2024

   2.41072817%

October 15, 2024

   2.40984037%

April 15, 2025

   2.40889883%

October 15, 2025

   2.40789939%

April 15, 2026

   2.40683714%

October 15, 2026

   2.40570663%

April 15, 2027

   2.40450195%

October 15, 2027

   2.40321643%

April 15, 2028

   2.40184276%

October 15, 2028

   46.79080963%

Series A Equipment Notes

Boeing 737-823

N988NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.56264517%

April 15, 2018

   2.41845799%

October 15, 2018

   2.41798339%

April 15, 2019

   2.41748551%

October 15, 2019

   2.41696315%

April 15, 2020

   2.41641447%

October 15, 2020

   2.41583768%

April 15, 2021

   2.41523118%

October 15, 2021

   2.41459231%

April 15, 2022

   2.41391914%

October 15, 2022

   2.41320912%

April 15, 2023

   2.41245945%

October 15, 2023

   2.41166699%

April 15, 2024

   2.41082871%

October 15, 2024

   2.40994072%

April 15, 2025

   2.40899927%

October 15, 2025

   2.40799976%

April 15, 2026

   2.40693745%

 

Sch. III-8

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2026

   2.40580689%

April 15, 2027

   2.40460225%

October 15, 2027

   2.40331652%

April 15, 2028

   2.40194290%

October 15, 2028

   46.79275997%

Series AA Equipment Notes

Boeing 737-823

N997NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52184912%

April 15, 2018

   2.39601353%

October 15, 2018

   2.39599107%

April 15, 2019

   2.39596741%

October 15, 2019

   2.39594272%

April 15, 2020

   2.39591663%

October 15, 2020

   2.39588935%

April 15, 2021

   2.39586055%

October 15, 2021

   2.39583028%

April 15, 2022

   2.39579834%

October 15, 2022

   2.39576467%

April 15, 2023

   2.39572916%

October 15, 2023

   2.39569159%

April 15, 2024

   2.39565180%

October 15, 2024

   2.39560973%

April 15, 2025

   2.39556513%

October 15, 2025

   2.39551770%

April 15, 2026

   2.39546736%

October 15, 2026

   2.39541371%

April 15, 2027

   2.39535665%

October 15, 2027

   2.39529569%

April 15, 2028

   2.39523051%

October 15, 2028

   47.16864730%

Series A Equipment Notes

Boeing 737-823

N997NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52742746%

April 15, 2018

   2.39587637%

October 15, 2018

   2.39585398%

April 15, 2019

   2.39583029%

October 15, 2019

   2.39580554%

April 15, 2020

   2.39577961%

October 15, 2020

   2.39575215%

April 15, 2021

   2.39572351%

 

Sch. III-9

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2021

   2.39569311%

April 15, 2022

   2.39566128%

October 15, 2022

   2.39562758%

April 15, 2023

   2.39559210%

October 15, 2023

   2.39555451%

April 15, 2024

   2.39551467%

October 15, 2024

   2.39547260%

April 15, 2025

   2.39542805%

October 15, 2025

   2.39538067%

April 15, 2026

   2.39533023%

October 15, 2026

   2.39527661%

April 15, 2027

   2.39521956%

October 15, 2027

   2.39515863%

April 15, 2028

   2.39509346%

October 15, 2028

   47.16594803%

Series AA Equipment Notes

Boeing 737-823

N998NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52184912%

April 15, 2018

   2.39601353%

October 15, 2018

   2.39599107%

April 15, 2019

   2.39596741%

October 15, 2019

   2.39594272%

April 15, 2020

   2.39591663%

October 15, 2020

   2.39588935%

April 15, 2021

   2.39586055%

October 15, 2021

   2.39583028%

April 15, 2022

   2.39579834%

October 15, 2022

   2.39576467%

April 15, 2023

   2.39572916%

October 15, 2023

   2.39569159%

April 15, 2024

   2.39565180%

October 15, 2024

   2.39560973%

April 15, 2025

   2.39556513%

October 15, 2025

   2.39551770%

April 15, 2026

   2.39546736%

October 15, 2026

   2.39541371%

April 15, 2027

   2.39535665%

October 15, 2027

   2.39529569%

April 15, 2028

   2.39523051%

October 15, 2028

   47.16864730%

Series A Equipment Notes

Boeing 737-823

N998NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52742746%

April 15, 2018

   2.39587637%

October 15, 2018

   2.39585398%

 

Sch. III-10

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


April 15, 2019

   2.39583029%

October 15, 2019

   2.39580554%

April 15, 2020

   2.39577961%

October 15, 2020

   2.39575215%

April 15, 2021

   2.39572351%

October 15, 2021

   2.39569311%

April 15, 2022

   2.39566128%

October 15, 2022

   2.39562758%

April 15, 2023

   2.39559210%

October 15, 2023

   2.39555451%

April 15, 2024

   2.39551467%

October 15, 2024

   2.39547260%

April 15, 2025

   2.39542805%

October 15, 2025

   2.39538067%

April 15, 2026

   2.39533023%

October 15, 2026

   2.39527661%

April 15, 2027

   2.39521956%

October 15, 2027

   2.39515863%

April 15, 2028

   2.39509346%

October 15, 2028

   47.16594803%

Series AA Equipment Notes

Boeing 737-823

N200NV

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52048272%

April 15, 2018

   2.39604714%

October 15, 2018

   2.39602462%

April 15, 2019

   2.39600103%

October 15, 2019

   2.39597624%

April 15, 2020

   2.39595027%

October 15, 2020

   2.39592289%

April 15, 2021

   2.39589411%

October 15, 2021

   2.39586388%

April 15, 2022

   2.39583191%

October 15, 2022

   2.39579827%

April 15, 2023

   2.39576274%

October 15, 2023

   2.39572516%

April 15, 2024

   2.39568542%

October 15, 2024

   2.39564330%

April 15, 2025

   2.39559870%

October 15, 2025

   2.39555130%

April 15, 2026

   2.39550092%

October 15, 2026

   2.39544730%

April 15, 2027

   2.39539023%

October 15, 2027

   2.39532921%

April 15, 2028

   2.39526415%

October 15, 2028

   47.16930848%

 

Sch. III-11

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Series A Equipment Notes

Boeing 737-823

N200NV

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52550535%

April 15, 2018

   2.39592359%

October 15, 2018

   2.39590126%

April 15, 2019

   2.39587751%

October 15, 2019

   2.39585283%

April 15, 2020

   2.39582685%

October 15, 2020

   2.39579934%

April 15, 2021

   2.39577078%

October 15, 2021

   2.39574033%

April 15, 2022

   2.39570859%

October 15, 2022

   2.39567474%

April 15, 2023

   2.39563936%

October 15, 2023

   2.39560174%

April 15, 2024

   2.39556189%

October 15, 2024

   2.39551992%

April 15, 2025

   2.39547526%

October 15, 2025

   2.39542788%

April 15, 2026

   2.39537745%

October 15, 2026

   2.39532385%

April 15, 2027

   2.39526684%

October 15, 2027

   2.39520583%

April 15, 2028

   2.39514071%

October 15, 2028

   47.16687810%

Series AA Equipment Notes

Boeing 737-823

N301NW

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52448128%

April 15, 2018

   2.39594886%

October 15, 2018

   2.39592631%

April 15, 2019

   2.39590278%

October 15, 2019

   2.39587797%

April 15, 2020

   2.39585196%

October 15, 2020

   2.39582461%

April 15, 2021

   2.39579586%

October 15, 2021

   2.39576559%

April 15, 2022

   2.39573365%

October 15, 2022

   2.39569999%

April 15, 2023

   2.39566449%

October 15, 2023

   2.39562689%

April 15, 2024

   2.39558713%

October 15, 2024

   2.39554505%

April 15, 2025

   2.39550043%

October 15, 2025

   2.39545301%

April 15, 2026

   2.39540262%

 

Sch. III-12

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2026

   2.39534910%

April 15, 2027

   2.39529192%

October 15, 2027

   2.39523101%

April 15, 2028

   2.39516584%

October 15, 2028

   47.16737365%

Series A Equipment Notes

Boeing 737-823

N301NW

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52550294%

April 15, 2018

   2.39592377%

October 15, 2018

   2.39590122%

April 15, 2019

   2.39587761%

October 15, 2019

   2.39585283%

April 15, 2020

   2.39582687%

October 15, 2020

   2.39579951%

April 15, 2021

   2.39577073%

October 15, 2021

   2.39574054%

April 15, 2022

   2.39570848%

October 15, 2022

   2.39567489%

April 15, 2023

   2.39563942%

October 15, 2023

   2.39560171%

April 15, 2024

   2.39556202%

October 15, 2024

   2.39551997%

April 15, 2025

   2.39547533%

October 15, 2025

   2.39542788%

April 15, 2026

   2.39537761%

October 15, 2026

   2.39532394%

April 15, 2027

   2.39526685%

October 15, 2027

   2.39520590%

April 15, 2028

   2.39514071%

October 15, 2028

   47.16687926%

Series AA Equipment Notes

Boeing 737-823

N301PA

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52448128%

April 15, 2018

   2.39594886%

October 15, 2018

   2.39592631%

April 15, 2019

   2.39590278%

October 15, 2019

   2.39587797%

April 15, 2020

   2.39585196%

October 15, 2020

   2.39582461%

April 15, 2021

   2.39579586%

October 15, 2021

   2.39576559%

April 15, 2022

   2.39573365%

October 15, 2022

   2.39569999%

April 15, 2023

   2.39566449%

October 15, 2023

   2.39562689%

 

Sch. III-13

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


April 15, 2024

   2.39558713%

October 15, 2024

   2.39554505%

April 15, 2025

   2.39550043%

October 15, 2025

   2.39545301%

April 15, 2026

   2.39540262%

October 15, 2026

   2.39534910%

April 15, 2027

   2.39529192%

October 15, 2027

   2.39523101%

April 15, 2028

   2.39516584%

October 15, 2028

   47.16737365%

Series A Equipment Notes

Boeing 737-823

N301PA

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52550294%

April 15, 2018

   2.39592377%

October 15, 2018

   2.39590122%

April 15, 2019

   2.39587761%

October 15, 2019

   2.39585283%

April 15, 2020

   2.39582687%

October 15, 2020

   2.39579951%

April 15, 2021

   2.39577073%

October 15, 2021

   2.39574054%

April 15, 2022

   2.39570848%

October 15, 2022

   2.39567489%

April 15, 2023

   2.39563942%

October 15, 2023

   2.39560171%

April 15, 2024

   2.39556202%

October 15, 2024

   2.39551997%

April 15, 2025

   2.39547533%

October 15, 2025

   2.39542788%

April 15, 2026

   2.39537761%

October 15, 2026

   2.39532394%

April 15, 2027

   2.39526685%

October 15, 2027

   2.39520590%

April 15, 2028

   2.39514071%

October 15, 2028

   47.16687926%

Series AA Equipment Notes

Boeing 737-823

N305NX

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52321869%

April 15, 2018

   2.39597989%

October 15, 2018

   2.39595736%

April 15, 2019

   2.39593375%

October 15, 2019

   2.39590901%

April 15, 2020

   2.39588303%

October 15, 2020

   2.39585564%

April 15, 2021

   2.39582691%

 

Sch. III-14

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2021

   2.39579661%

April 15, 2022

   2.39576470%

October 15, 2022

   2.39573101%

April 15, 2023

   2.39569549%

October 15, 2023

   2.39565792%

April 15, 2024

   2.39561819%

October 15, 2024

   2.39557609%

April 15, 2025

   2.39553140%

October 15, 2025

   2.39548407%

April 15, 2026

   2.39543367%

October 15, 2026

   2.39538009%

April 15, 2027

   2.39532300%

October 15, 2027

   2.39526203%

April 15, 2028

   2.39519686%

October 15, 2028

   47.16798458%

Series A Equipment Notes

Boeing 737-823

N305NX

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52550065%

April 15, 2018

   2.39592372%

October 15, 2018

   2.39590130%

April 15, 2019

   2.39587771%

October 15, 2019

   2.39585295%

April 15, 2020

   2.39582690%

October 15, 2020

   2.39579955%

April 15, 2021

   2.39577080%

October 15, 2021

   2.39574052%

April 15, 2022

   2.39570860%

October 15, 2022

   2.39567492%

April 15, 2023

   2.39563948%

October 15, 2023

   2.39560181%

April 15, 2024

   2.39556202%

October 15, 2024

   2.39552001%

April 15, 2025

   2.39547541%

October 15, 2025

   2.39542800%

April 15, 2026

   2.39537754%

October 15, 2026

   2.39532402%

April 15, 2027

   2.39526687%

October 15, 2027

   2.39520596%

April 15, 2028

   2.39514083%

October 15, 2028

   47.16688041%

Series AA Equipment Notes

Boeing 737-823

N306NY

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52321869%

April 15, 2018

   2.39597989%

October 15, 2018

   2.39595736%

 

Sch. III-15

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


April 15, 2019

   2.39593375%

October 15, 2019

   2.39590901%

April 15, 2020

   2.39588303%

October 15, 2020

   2.39585564%

April 15, 2021

   2.39582691%

October 15, 2021

   2.39579661%

April 15, 2022

   2.39576470%

October 15, 2022

   2.39573101%

April 15, 2023

   2.39569549%

October 15, 2023

   2.39565792%

April 15, 2024

   2.39561819%

October 15, 2024

   2.39557609%

April 15, 2025

   2.39553140%

October 15, 2025

   2.39548407%

April 15, 2026

   2.39543367%

October 15, 2026

   2.39538009%

April 15, 2027

   2.39532300%

October 15, 2027

   2.39526203%

April 15, 2028

   2.39519686%

October 15, 2028

   47.16798458%

Series A Equipment Notes

Boeing 737-823

N306NY

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52550065%

April 15, 2018

   2.39592372%

October 15, 2018

   2.39590130%

April 15, 2019

   2.39587771%

October 15, 2019

   2.39585295%

April 15, 2020

   2.39582690%

October 15, 2020

   2.39579955%

April 15, 2021

   2.39577080%

October 15, 2021

   2.39574052%

April 15, 2022

   2.39570860%

October 15, 2022

   2.39567492%

April 15, 2023

   2.39563948%

October 15, 2023

   2.39560181%

April 15, 2024

   2.39556202%

October 15, 2024

   2.39552001%

April 15, 2025

   2.39547541%

October 15, 2025

   2.39542800%

April 15, 2026

   2.39537754%

October 15, 2026

   2.39532402%

April 15, 2027

   2.39526687%

October 15, 2027

   2.39520596%

April 15, 2028

   2.39514083%

October 15, 2028

   47.16688041%

 

Sch. III-16

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Series AA Equipment Notes

Boeing 787-9

N821AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52205887%

April 15, 2018

   2.39600839%

October 15, 2018

   2.39598590%

April 15, 2019

   2.39596229%

October 15, 2019

   2.39593752%

April 15, 2020

   2.39591150%

October 15, 2020

   2.39588417%

April 15, 2021

   2.39585539%

October 15, 2021

   2.39582512%

April 15, 2022

   2.39579321%

October 15, 2022

   2.39575952%

April 15, 2023

   2.39572401%

October 15, 2023

   2.39568641%

April 15, 2024

   2.39564668%

October 15, 2024

   2.39560458%

April 15, 2025

   2.39555995%

October 15, 2025

   2.39551255%

April 15, 2026

   2.39546219%

October 15, 2026

   2.39540859%

April 15, 2027

   2.39535148%

October 15, 2027

   2.39529052%

April 15, 2028

   2.39522537%

October 15, 2028

   47.16854581%

Series A Equipment Notes

Boeing 787-9

N821AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52264066%

April 15, 2018

   2.39599411%

October 15, 2018

   2.39597157%

April 15, 2019

   2.39594798%

October 15, 2019

   2.39592321%

April 15, 2020

   2.39589722%

October 15, 2020

   2.39586985%

April 15, 2021

   2.39584110%

October 15, 2021

   2.39581081%

April 15, 2022

   2.39577889%

October 15, 2022

   2.39574527%

April 15, 2023

   2.39570970%

October 15, 2023

   2.39567209%

April 15, 2024

   2.39563238%

October 15, 2024

   2.39559031%

April 15, 2025

   2.39554564%

October 15, 2025

   2.39549825%

April 15, 2026

   2.39544786%

 

Sch. III-17

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2026

   2.39539430%

April 15, 2027

   2.39533716%

October 15, 2027

   2.39527625%

April 15, 2028

   2.39521108%

October 15, 2028

   47.16826427%

Series AA Equipment Notes

Boeing 787-9

N822AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52205887%

April 15, 2018

   2.39600839%

October 15, 2018

   2.39598590%

April 15, 2019

   2.39596229%

October 15, 2019

   2.39593752%

April 15, 2020

   2.39591150%

October 15, 2020

   2.39588417%

April 15, 2021

   2.39585539%

October 15, 2021

   2.39582512%

April 15, 2022

   2.39579321%

October 15, 2022

   2.39575952%

April 15, 2023

   2.39572401%

October 15, 2023

   2.39568641%

April 15, 2024

   2.39564668%

October 15, 2024

   2.39560458%

April 15, 2025

   2.39555995%

October 15, 2025

   2.39551255%

April 15, 2026

   2.39546219%

October 15, 2026

   2.39540859%

April 15, 2027

   2.39535148%

October 15, 2027

   2.39529052%

April 15, 2028

   2.39522537%

October 15, 2028

   47.16854581%

Series A Equipment Notes

Boeing 787-9

N822AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52264066%

April 15, 2018

   2.39599411%

October 15, 2018

   2.39597157%

April 15, 2019

   2.39594798%

October 15, 2019

   2.39592321%

April 15, 2020

   2.39589722%

October 15, 2020

   2.39586985%

April 15, 2021

   2.39584110%

October 15, 2021

   2.39581081%

April 15, 2022

   2.39577889%

October 15, 2022

   2.39574527%

April 15, 2023

   2.39570970%

October 15, 2023

   2.39567209%

 

Sch. III-18

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


April 15, 2024

   2.39563238%

October 15, 2024

   2.39559031%

April 15, 2025

   2.39554564%

October 15, 2025

   2.39549825%

April 15, 2026

   2.39544786%

October 15, 2026

   2.39539430%

April 15, 2027

   2.39533716%

October 15, 2027

   2.39527625%

April 15, 2028

   2.39521108%

October 15, 2028

   47.16826427%

Series AA Equipment Notes

Boeing 787-9

N823AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52224135%

April 15, 2018

   2.39600391%

October 15, 2018

   2.39598140%

April 15, 2019

   2.39595780%

October 15, 2019

   2.39593304%

April 15, 2020

   2.39590703%

October 15, 2020

   2.39587967%

April 15, 2021

   2.39585092%

October 15, 2021

   2.39582062%

April 15, 2022

   2.39578871%

October 15, 2022

   2.39575506%

April 15, 2023

   2.39571951%

October 15, 2023

   2.39568194%

April 15, 2024

   2.39564218%

October 15, 2024

   2.39560010%

April 15, 2025

   2.39555546%

October 15, 2025

   2.39550807%

April 15, 2026

   2.39545770%

October 15, 2026

   2.39540409%

April 15, 2027

   2.39534700%

October 15, 2027

   2.39528604%

April 15, 2028

   2.39522090%

October 15, 2028

   47.16845750%

Series A Equipment Notes

Boeing 787-9

N823AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.52329931%

April 15, 2018

   2.39597791%

October 15, 2018

   2.39595541%

April 15, 2019

   2.39593177%

October 15, 2019

   2.39590704%

April 15, 2020

   2.39588102%

October 15, 2020

   2.39585369%

April 15, 2021

   2.39582491%

 

Sch. III-19

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2021

   2.39579462%

April 15, 2022

   2.39576272%

October 15, 2022

   2.39572903%

April 15, 2023

   2.39569352%

October 15, 2023

   2.39565594%

April 15, 2024

   2.39561617%

October 15, 2024

   2.39557413%

April 15, 2025

   2.39552945%

October 15, 2025

   2.39548206%

April 15, 2026

   2.39543171%

October 15, 2026

   2.39537812%

April 15, 2027

   2.39532096%

October 15, 2027

   2.39526006%

April 15, 2028

   2.39519492%

October 15, 2028

   47.16794555%

Series AA Equipment Notes

Boeing 787-9

N824AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.49918891%

April 15, 2018

   2.39634347%

October 15, 2018

   2.39632537%

April 15, 2019

   2.39630633%

October 15, 2019

   2.39628639%

April 15, 2020

   2.39626543%

October 15, 2020

   2.39624342%

April 15, 2021

   2.39622024%

October 15, 2021

   2.39619586%

April 15, 2022

   2.39617014%

October 15, 2022

   2.39614302%

April 15, 2023

   2.39611440%

October 15, 2023

   2.39608414%

April 15, 2024

   2.39605212%

October 15, 2024

   2.39601820%

April 15, 2025

   2.39598225%

October 15, 2025

   2.39594407%

April 15, 2026

   2.39590350%

October 15, 2026

   2.39586031%

April 15, 2027

   2.39581431%

October 15, 2027

   2.39576520%

April 15, 2028

   2.39571274%

October 15, 2028

   47.18306020%

Series A Equipment Notes

Boeing 787-9

N824AN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   2.49870222%

April 15, 2018

   2.39635544%

October 15, 2018

   2.39633731%

 

Sch. III-20

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


April 15, 2019

   2.39631829%

October 15, 2019

   2.39629835%

April 15, 2020

   2.39627738%

October 15, 2020

   2.39625537%

April 15, 2021

   2.39623223%

October 15, 2021

   2.39620783%

April 15, 2022

   2.39618209%

October 15, 2022

   2.39615498%

April 15, 2023

   2.39612637%

October 15, 2023

   2.39609610%

April 15, 2024

   2.39606406%

October 15, 2024

   2.39603019%

April 15, 2025

   2.39599417%

October 15, 2025

   2.39595606%

April 15, 2026

   2.39591543%

October 15, 2026

   2.39587229%

April 15, 2027

   2.39582629%

October 15, 2027

   2.39577716%

April 15, 2028

   2.39572468%

October 15, 2028

   47.18329571%

Series AA Equipment Notes

Embraer ERJ 175 LR

N240NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.99775261%

April 15, 2018

   3.24084523%

October 15, 2018

   2.95475323%

April 15, 2019

   3.15226164%

October 15, 2019

   3.10501709%

April 15, 2020

   3.05777262%

October 15, 2020

   3.01052798%

April 15, 2021

   3.17260306%

October 15, 2021

   2.91013335%

April 15, 2022

   3.06039729%

October 15, 2022

   2.80973862%

April 15, 2023

   2.94819143%

October 15, 2023

   3.06892757%

April 15, 2024

   2.82417443%

October 15, 2024

   2.76511882%

April 15, 2025

   2.86813821%

October 15, 2025

   2.79727129%

April 15, 2026

   2.87666841%

October 15, 2026

   2.64963211%

April 15, 2027

   2.71721808%

October 15, 2027

   2.63454011%

April 15, 2028

   2.67850381%

October 15, 2028

   34.69981300%

 

Sch. III-21

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Series A Equipment Notes

Embraer ERJ 175 LR

N240NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.96199942%

April 15, 2018

   2.79548978%

October 15, 2018

   3.80969410%

April 15, 2019

   2.71835312%

October 15, 2019

   3.18688685%

April 15, 2020

   3.13546241%

October 15, 2020

   3.08403797%

April 15, 2021

   2.57693581%

October 15, 2021

   3.43686681%

April 15, 2022

   2.92976484%

October 15, 2022

   3.29544950%

April 15, 2023

   2.81405975%

October 15, 2023

   2.37123805%

April 15, 2024

   3.10260794%

October 15, 2024

   3.02547128%

April 15, 2025

   2.94833462%

October 15, 2025

   2.87119796%

April 15, 2026

   2.46694468%

October 15, 2026

   2.72978084%

April 15, 2027

   2.65264399%

October 15, 2027

   2.86405571%

April 15, 2028

   2.48551465%

October 15, 2028

   34.73720991%

Series AA Equipment Notes

Embraer ERJ 175 LR

N241NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.99775261%

April 15, 2018

   3.24084523%

October 15, 2018

   2.95475323%

April 15, 2019

   3.15226164%

October 15, 2019

   3.10501709%

April 15, 2020

   3.05777262%

October 15, 2020

   3.01052798%

April 15, 2021

   3.17260306%

October 15, 2021

   2.91013335%

April 15, 2022

   3.06039729%

October 15, 2022

   2.80973862%

April 15, 2023

   2.94819143%

October 15, 2023

   3.06892757%

April 15, 2024

   2.82417443%

October 15, 2024

   2.76511882%

April 15, 2025

   2.86813821%

October 15, 2025

   2.79727129%

April 15, 2026

   2.87666841%

 

Sch. III-22

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2026

   2.64963211%

April 15, 2027

   2.71721808%

October 15, 2027

   2.63454011%

April 15, 2028

   2.67850381%

October 15, 2028

   34.69981300%

Series A Equipment Notes

Embraer ERJ 175 LR

N241NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.96199942%

April 15, 2018

   2.79548978%

October 15, 2018

   3.80969410%

April 15, 2019

   2.71835312%

October 15, 2019

   3.18688685%

April 15, 2020

   3.13546241%

October 15, 2020

   3.08403797%

April 15, 2021

   2.57693581%

October 15, 2021

   3.43686681%

April 15, 2022

   2.92976484%

October 15, 2022

   3.29544950%

April 15, 2023

   2.81405975%

October 15, 2023

   2.37123805%

April 15, 2024

   3.10260794%

October 15, 2024

   3.02547128%

April 15, 2025

   2.94833462%

October 15, 2025

   2.87119796%

April 15, 2026

   2.46694468%

October 15, 2026

   2.72978084%

April 15, 2027

   2.65264399%

October 15, 2027

   2.86405571%

April 15, 2028

   2.48551465%

October 15, 2028

   34.73720991%

Series AA Equipment Notes

Embraer ERJ 175 LR

N242NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.99894212%

April 15, 2018

   3.24080507%

October 15, 2018

   2.95471662%

April 15, 2019

   3.15222259%

October 15, 2019

   3.10497862%

April 15, 2020

   3.05773474%

October 15, 2020

   3.01049068%

April 15, 2021

   3.17256375%

October 15, 2021

   2.91009729%

April 15, 2022

   3.06035937%

October 15, 2022

   2.80970381%

April 15, 2023

   2.94815490%

October 15, 2023

   3.06888955%

 

Sch. III-23

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


April 15, 2024

   2.82413944%

October 15, 2024

   2.76508456%

April 15, 2025

   2.86810268%

October 15, 2025

   2.79723664%

April 15, 2026

   2.87663276%

October 15, 2026

   2.64959928%

April 15, 2027

   2.71718441%

October 15, 2027

   2.63450747%

April 15, 2028

   2.67847062%

October 15, 2028

   34.69938305%

Series A Equipment Notes

Embraer ERJ 175 LR

N242NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.95274586%

April 15, 2018

   2.79575914%

October 15, 2018

   3.81006118%

April 15, 2019

   2.71861504%

October 15, 2019

   3.18719392%

April 15, 2020

   3.13576452%

October 15, 2020

   3.08433513%

April 15, 2021

   2.57718411%

October 15, 2021

   3.43719796%

April 15, 2022

   2.93004713%

October 15, 2022

   3.29576703%

April 15, 2023

   2.81433090%

October 15, 2023

   2.37146653%

April 15, 2024

   3.10290689%

October 15, 2024

   3.02576279%

April 15, 2025

   2.94861870%

October 15, 2025

   2.87147461%

April 15, 2026

   2.46718238%

October 15, 2026

   2.73004386%

April 15, 2027

   2.65289958%

October 15, 2027

   2.86433167%

April 15, 2028

   2.48575414%

October 15, 2028

   34.74055694%

Series AA Equipment Notes

Embraer ERJ 175 LR

N243NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.99894212%

April 15, 2018

   3.24080507%

October 15, 2018

   2.95471662%

April 15, 2019

   3.15222259%

October 15, 2019

   3.10497862%

April 15, 2020

   3.05773474%

October 15, 2020

   3.01049068%

April 15, 2021

   3.17256375%

 

Sch. III-24

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2021

   2.91009729%

April 15, 2022

   3.06035937%

October 15, 2022

   2.80970381%

April 15, 2023

   2.94815490%

October 15, 2023

   3.06888955%

April 15, 2024

   2.82413944%

October 15, 2024

   2.76508456%

April 15, 2025

   2.86810268%

October 15, 2025

   2.79723664%

April 15, 2026

   2.87663276%

October 15, 2026

   2.64959928%

April 15, 2027

   2.71718441%

October 15, 2027

   2.63450747%

April 15, 2028

   2.67847062%

October 15, 2028

   34.69938305%

Series A Equipment Notes

Embraer ERJ 175 LR

N243NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.95274586%

April 15, 2018

   2.79575914%

October 15, 2018

   3.81006118%

April 15, 2019

   2.71861504%

October 15, 2019

   3.18719392%

April 15, 2020

   3.13576452%

October 15, 2020

   3.08433513%

April 15, 2021

   2.57718411%

October 15, 2021

   3.43719796%

April 15, 2022

   2.93004713%

October 15, 2022

   3.29576703%

April 15, 2023

   2.81433090%

October 15, 2023

   2.37146653%

April 15, 2024

   3.10290689%

October 15, 2024

   3.02576279%

April 15, 2025

   2.94861870%

October 15, 2025

   2.87147461%

April 15, 2026

   2.46718238%

October 15, 2026

   2.73004386%

April 15, 2027

   2.65289958%

October 15, 2027

   2.86433167%

April 15, 2028

   2.48575414%

October 15, 2028

   34.74055694%

Series AA Equipment Notes

Embraer ERJ 175 LR

N244NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.99987436%

April 15, 2018

   3.24077353%

October 15, 2018

   2.95468789%

 

Sch. III-25

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


April 15, 2019

   3.15219204%

October 15, 2019

   3.10494853%

April 15, 2020

   3.05770493%

October 15, 2020

   3.01046150%

April 15, 2021

   3.17253293%

October 15, 2021

   2.91006904%

April 15, 2022

   3.06032960%

October 15, 2022

   2.80967658%

April 15, 2023

   2.94812626%

October 15, 2023

   3.06885970%

April 15, 2024

   2.82411213%

October 15, 2024

   2.76505765%

April 15, 2025

   2.86807478%

October 15, 2025

   2.79720952%

April 15, 2026

   2.87660489%

October 15, 2026

   2.64957355%

April 15, 2027

   2.71715796%

October 15, 2027

   2.63448190%

April 15, 2028

   2.67844455%

October 15, 2028

   34.69904618%

Series A Equipment Notes

Embraer ERJ 175 LR

N244NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.95120857%

April 15, 2018

   2.79580373%

October 15, 2018

   3.81012207%

April 15, 2019

   2.71865859%

October 15, 2019

   3.18724491%

April 15, 2020

   3.13581488%

October 15, 2020

   3.08438447%

April 15, 2021

   2.57722549%

October 15, 2021

   3.43725298%

April 15, 2022

   2.93009381%

October 15, 2022

   3.29581988%

April 15, 2023

   2.81437582%

October 15, 2023

   2.37150461%

April 15, 2024

   3.10295656%

October 15, 2024

   3.02581123%

April 15, 2025

   2.94866590%

October 15, 2025

   2.87152057%

April 15, 2026

   2.46722184%

October 15, 2026

   2.73008747%

April 15, 2027

   2.65294214%

October 15, 2027

   2.86437755%

April 15, 2028

   2.48579393%

October 15, 2028

   34.74111303%

 

Sch. III-26

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Series AA Equipment Notes

Embraer ERJ 175 LR

N245NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.99987436%

April 15, 2018

   3.24077353%

October 15, 2018

   2.95468789%

April 15, 2019

   3.15219204%

October 15, 2019

   3.10494853%

April 15, 2020

   3.05770493%

October 15, 2020

   3.01046150%

April 15, 2021

   3.17253293%

October 15, 2021

   2.91006904%

April 15, 2022

   3.06032960%

October 15, 2022

   2.80967658%

April 15, 2023

   2.94812626%

October 15, 2023

   3.06885970%

April 15, 2024

   2.82411213%

October 15, 2024

   2.76505765%

April 15, 2025

   2.86807478%

October 15, 2025

   2.79720952%

April 15, 2026

   2.87660489%

October 15, 2026

   2.64957355%

April 15, 2027

   2.71715796%

October 15, 2027

   2.63448190%

April 15, 2028

   2.67844455%

October 15, 2028

   34.69904618%

Series A Equipment Notes

Embraer ERJ 175 LR

N245NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.95120857%

April 15, 2018

   2.79580373%

October 15, 2018

   3.81012207%

April 15, 2019

   2.71865859%

October 15, 2019

   3.18724491%

April 15, 2020

   3.13581488%

October 15, 2020

   3.08438447%

April 15, 2021

   2.57722549%

October 15, 2021

   3.43725298%

April 15, 2022

   2.93009381%

October 15, 2022

   3.29581988%

April 15, 2023

   2.81437582%

October 15, 2023

   2.37150461%

April 15, 2024

   3.10295656%

October 15, 2024

   3.02581123%

April 15, 2025

   2.94866590%

October 15, 2025

   2.87152057%

April 15, 2026

   2.46722184%

 

Sch. III-27

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2026

   2.73008747%

April 15, 2027

   2.65294214%

October 15, 2027

   2.86437755%

April 15, 2028

   2.48579393%

October 15, 2028

   34.74111303%

Series AA Equipment Notes

Embraer ERJ 175 LR

N246NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.99851826%

April 15, 2018

   3.24081942%

October 15, 2018

   2.95472962%

April 15, 2019

   3.15223650%

October 15, 2019

   3.10499233%

April 15, 2020

   3.05774824%

October 15, 2020

   3.01050397%

April 15, 2021

   3.17257781%

October 15, 2021

   2.91011009%

April 15, 2022

   3.06037288%

October 15, 2022

   2.80971621%

April 15, 2023

   2.94816796%

October 15, 2023

   3.06890305%

April 15, 2024

   2.82415191%

October 15, 2024

   2.76509677%

April 15, 2025

   2.86811530%

October 15, 2025

   2.79724903%

April 15, 2026

   2.87664547%

October 15, 2026

   2.64961097%

April 15, 2027

   2.71719645%

October 15, 2027

   2.63451905%

April 15, 2028

   2.67848245%

October 15, 2028

   34.69953626%

Series A Equipment Notes

Embraer ERJ 175 LR

N246NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.95735990%

April 15, 2018

   2.79562493%

October 15, 2018

   3.80987805%

April 15, 2019

   2.71848435%

October 15, 2019

   3.18704091%

April 15, 2020

   3.13561379%

October 15, 2020

   3.08418706%

April 15, 2021

   2.57706030%

October 15, 2021

   3.43703284%

April 15, 2022

   2.92990628%

October 15, 2022

   3.29560880%

April 15, 2023

   2.81419570%

October 15, 2023

   2.37135260%

 

Sch. III-28

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


April 15, 2024

   3.10275783%

October 15, 2024

   3.02561744%

April 15, 2025

   2.94847705%

October 15, 2025

   2.87133666%

April 15, 2026

   2.46706395%

October 15, 2026

   2.72991262%

April 15, 2027

   2.65277223%

October 15, 2027

   2.86419397%

April 15, 2028

   2.48563472%

October 15, 2028

   34.73888804%

Series AA Equipment Notes

Embraer ERJ 175 LR

N247NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.99851826%

April 15, 2018

   3.24081942%

October 15, 2018

   2.95472962%

April 15, 2019

   3.15223650%

October 15, 2019

   3.10499233%

April 15, 2020

   3.05774824%

October 15, 2020

   3.01050397%

April 15, 2021

   3.17257781%

October 15, 2021

   2.91011009%

April 15, 2022

   3.06037288%

October 15, 2022

   2.80971621%

April 15, 2023

   2.94816796%

October 15, 2023

   3.06890305%

April 15, 2024

   2.82415191%

October 15, 2024

   2.76509677%

April 15, 2025

   2.86811530%

October 15, 2025

   2.79724903%

April 15, 2026

   2.87664547%

October 15, 2026

   2.64961097%

April 15, 2027

   2.71719645%

October 15, 2027

   2.63451905%

April 15, 2028

   2.67848245%

October 15, 2028

   34.69953626%

Series A Equipment Notes

Embraer ERJ 175 LR

N247NN

Payment Date

  

Percentage of Original
Principal Amount to be Paid

April 15, 2017

   0.00000000%

October 15, 2017

   3.95735990%

April 15, 2018

   2.79562493%

October 15, 2018

   3.80987805%

April 15, 2019

   2.71848435%

October 15, 2019

   3.18704091%

April 15, 2020

   3.13561379%

October 15, 2020

   3.08418706%

April 15, 2021

   2.57706030%

 

Sch. III-29

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


October 15, 2021

   3.43703284%        

April 15, 2022

   2.92990628%        

October 15, 2022

   3.29560880%        

April 15, 2023

   2.81419570%        

October 15, 2023

   2.37135260%        

April 15, 2024

   3.10275783%        

October 15, 2024

   3.02561744%        

April 15, 2025

   2.94847705%        

October 15, 2025

   2.87133666%        

April 15, 2026

   2.46706395%        

October 15, 2026

   2.72991262%        

April 15, 2027

   2.65277223%        

October 15, 2027

   2.86419397%        

April 15, 2028

   2.48563472%        

October 15, 2028

   34.73888804%        

 

Sch. III-30

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Indenture for Each Aircraft

Debt Rate (as such term is defined in clause (i) of the definition of “Debt Rate” in the form of Indenture and Security Agreement included as Exhibit C to the Note Purchase Agreement (as such form may be amended, supplemented or otherwise modified from time to time in accordance with the terms of the Note Purchase Agreement, the “Indenture Form”)) (y) for Series AA (computed on the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears): 3.00% and (z) for Series A (computed on the basis of a 360-day year consisting of twelve 30-day months, payable semi-annually in arrears): 3.25%.

 

Past Due Rate:    The lesser of (a) with respect to (i) any payment made to a Noteholder (as such term is defined in the Indenture Form) under any Series of Equipment Notes relating to such Aircraft, the Debt Rate then applicable to such Series plus 1% and (ii) any other payment made under any Operative Document (as such term is defined in the Indenture Form) to any other Person, the Debt Rate (as such term is defined in clause (ii) of the definition of “Debt Rate” in the Indenture Form) plus 1% (computed on the basis of a year of 360 days comprised of twelve 30-day months) and (b) the maximum rate permitted by applicable law.
Payment Dates:    April 15 and October 15 commencing with the later of April 15, 2017 or the first such date to occur after the issuance of the Equipment Notes with respect to such Aircraft.
Make-Whole Amount:    As provided in Article II of the Indenture Form.
Redemption:    As provided in Article II of the Indenture Form.
All-risk hull insurance:    Not less than 110% of the unpaid principal amount of the Equipment Notes relating to such Aircraft, subject to the Company’s right to self-insure on terms no more favorable to the Company in any material respect than those set forth in Section 7.06 of the Indenture Form.

Participation Agreement for Each Aircraft

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

 

Sch. III-31

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Prohibited Modifications

 

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

 

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

 

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

 

Sch. III-32

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


ANNEX A to

NOTE PURCHASE AGREEMENT

DEFINITIONS

(a) Certain Rules of Construction. Unless the context otherwise requires, the following rules of construction shall apply for all purposes of the Note Purchase Agreement (including this Annex A).

(i) Singular and Plural. The definitions stated in this Annex A apply equally to both the singular and the plural forms of the terms defined.

(ii) References to Parts. All references in the Note Purchase Agreement to designated “Sections”, “Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated Section, Subsection, Schedule, Exhibit, Annex or other subdivision of the Note Purchase Agreement, unless otherwise specifically stated.

(iii) Reference to the Whole. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to the Note Purchase Agreement as a whole and not to any particular Section, Subsection, Schedule, Exhibit, Annex or other subdivision.

(iv) Reference to Government. All references in the Note Purchase Agreement to a “government” are to such government and any instrumentality or agency thereof.

(v) Including Without Limitation. Unless the context otherwise requires, whenever the words “including”, “include” or “includes” are used herein, they shall be deemed to be followed by the phrase “without limitation”.

(vi) Notice and Notify. Whenever the words “notice” or “notify” or similar words are used herein, they mean the provision of formal notice as set forth in Section 6 of the Note Purchase Agreement.

(vii) Reference to Persons. All references in the Note Purchase Agreement to a Person shall include successors and permitted assigns of such Person.

(b) Definitions.

Additional Series Equipment Notes” means Equipment Notes of each series issued under an Indenture and designated other than as “Series AA” or “Series A” issued thereunder, if any, in the principal amount and maturities and bearing interest as specified in Schedule I to such Indenture amended at the time of original issuance of such Additional Series Equipment Notes under the heading for such series.

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Additional Series Pass Through Certificates” means the pass through certificates, if any, issued by any Additional Series Pass Through Trust (including, without limitation, any “Refinancing Certificates” (as such term is defined in the Intercreditor Agreement) issued by a “Refinancing Trust” described in clause (ii) of the definition of “Additional Series Pass Through Trust”).

Additional Series Pass Through Trust” means (i) a grantor trust, if any, created pursuant to the applicable Pass Through Trust Agreement to facilitate the issuance and sale of pass through certificates in connection with the issuance of any Additional Series Equipment Notes and (ii) any “Refinancing Trust” (as such term is defined in the Intercreditor Agreement) created in connection with any subsequent repayment or redemption of such Additional Series Equipment Notes and issuance of new Additional Series Equipment Notes.

Additional Series Pass Through Trust Agreement” means a Trust Supplement entered into in connection with the creation of an Additional Series Pass Through Trust, together with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

Additional Series Pass Through Trustee” means, with respect to any Additional Series Pass Through Trust, the trustee under the Additional Series Pass Through Trust Agreement for such Additional Series Pass Through Trust, in its capacity as pass through trustee thereunder.

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

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

Aircraft Purchase Agreement” means, as applicable, (i) Purchase Agreement No. 1977, dated October 31, 1997, which incorporates by reference the Aircraft General Terms Agreement (AGTA-AAL), dated as of October 31, 1997, between The Boeing Company and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms; (ii) Purchase Agreement No. 3219, dated February 1, 2013, which incorporates by reference the Aircraft General Terms Agreement (AGTA-AAL), dated as of October 31, 1997, between The Boeing Company and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms; (iii) the Purchase Agreement COM0456-13, dated December 12, 2013, between the Company and Embraer S.A., as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms and (iv) the A320 Family Aircraft Purchase Agreement, dated as of July 20, 2011, between American Airlines, Inc. and Airbus S.A.S., as amended, supplemented or otherwise modified from time to time in accordance with its terms (including, in each case, all exhibits thereto, together with all letter agreements entered into that by their terms constitute part of such Purchase Agreements).

 

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Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code §§101 et seq., as amended from time to time, or any successor statutes thereto.

Basic Pass Through Trust Agreement” means that certain Pass Through Trust Agreement, dated as of September 16, 2014, between the Company and WTC, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms (but does not include any Trust Supplement).

Boeing 737 Aircraft” has the meaning set forth in the second recital to the Note Purchase Agreement.

Boeing 787-9 Aircraft” has the meaning set forth in the second recital to the Note Purchase Agreement.

Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in New York, New York, Fort Worth, Texas, Wilmington, Delaware, Frankfurt, Germany or, if different from the foregoing, the city and state in which any Loan Trustee, any Pass Through Trustee or the Subordination Agent maintains its Corporate Trust Office or receives and disburses funds.

Certificated Air Carrier” means an air carrier holding an air carrier operating certificate issued by the Secretary of Transportation pursuant to Chapter 447 of Title 49 of the United States Code for aircraft capable of carrying ten or more individuals or 6,000 pounds or more of cargo or that otherwise is certified or registered to the extent required to fall within the purview of Section 1110.

Certificates” has the meaning set forth in the third recital to the Note Purchase Agreement.

Citizen of the United States” has the meaning specified for such term in Section 40102(a)(15) of Title 49 of the United States Code or any similar legislation of the United States enacted in substitution or replacement therefor.

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

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

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

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

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

 

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American Airlines 2016-3 Aircraft EETC


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

Class AA Certificates” means the Certificates issued by the Class AA Pass Through Trust.

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

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

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

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

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

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

Cut-Off Date” means the earlier of:

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

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

Delivery Period Termination Date” means the earlier of:

(a) June 30, 2017 (provided that, if a labor strike occurs or continues at any Manufacturer after the Issuance Date and on or prior to such date, such date shall be extended by adding thereto the number of days that such strike continues in effect after the Issuance Date, but not more than 60 days and excluding any period of a strike at such Manufacturer after all New Delivery Aircraft of such Manufacturer shall have been financed hereunder); and

(b) the date on which Equipment Notes issued with respect to all of the Aircraft have been purchased by the Pass Through Trustees in accordance with the Note Purchase Agreement.

Deposits” has the meaning set forth in the sixth recital to the Note Purchase Agreement.

 

A-4

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Deposit Agreements” has the meaning set forth in the sixth recital to the Note Purchase Agreement, subject to Section 5 of the Note Purchase Agreement.

Depositary” means, subject to Section 5 of the Note Purchase Agreement, Citibank, N.A.

Depositary Threshold Rating” means: (a) for the Class AA Trust, a Long-Term Rating of (i) A, if the applicable Deposits are held in fiduciary accounts by a national bank exercising trust powers, or (ii) AA, if the applicable Deposits are not held in fiduciary accounts by a national bank exercising trust powers, in each case, determined by Standard & Poor’s and a Short-Term Rating of P-1 as determined by Moody’s, and (b) for the Class A Trust, a Long-Term Rating of A- as determined by Standard & Poor’s and a Short-Term Rating of P-1 as determined by Moody’s.

Embraer 175 Aircraft” has the meaning set forth in the second recital to the Note Purchase Agreement.

Equipment Notes” means and includes any equipment notes issued under any Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the terms of the Note Purchase Agreement and of such Indenture) and any Equipment Note issued under any such Indenture in exchange for or replacement of any other Equipment Note.

Escrow Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

Escrow Agent Agreements” has the meaning set forth in Section 3(e)(i) of the Note Purchase Agreement.

Escrow and Paying Agent Agreements” has the meaning set forth in the sixth recital to the Note Purchase Agreement.

FAA” means the United States Federal Aviation Administration and any agency or instrumentality of the United States government succeeding to its functions.

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

Funding Date” has the meaning set forth in Section 1(b) of the Note Purchase Agreement.

Funding Notice” has the meaning set forth in Section 1(b) of the Note Purchase Agreement.

Government Entity” means (a) any federal, state, provincial or similar government, and any body, board, department, commission, court, tribunal, authority, agency or other instrumentality of any such government or otherwise exercising any executive, legislative,

 

A-5

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


judicial, administrative or regulatory functions of such government or (b) any other government entity having jurisdiction over any matter contemplated by the Operative Agreements or relating to the observance or performance of the obligations of any of the parties to the Operative Agreements.

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

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

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

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

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

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

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

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

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

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

Manufacturer” means, as applicable, Airbus S.A.S., a société par actions simplifiée duly created and existing under the laws of France, and its successors and assigns, The Boeing Company, a company organized under the laws of Delaware, and its successors and assigns or Embraer S.A., a company organized under the laws of Brazil, and its successors and assigns.

 

A-6

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Moody’s” means Moody’s Investors Service, Inc.

New Delivery Aircraft” means each Aircraft designated as a “New Delivery Aircraft” in Schedule I to the Note Purchase Agreement.

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

Notice of Purchase Withdrawal” with respect to each Deposit Agreement, has the meaning set forth in Section 2.3(a) of such Deposit Agreement.

Operative Agreements” means, collectively, each Pass Through Trust Agreement, the Note Purchase Agreement, each Escrow and Paying Agent Agreement, each Deposit Agreement, each Liquidity Facility, the Intercreditor Agreement, the Certificates and, with respect to each Aircraft in respect of which Equipment Notes shall have been issued, the Financing Agreements.

Owned Aircraft” means each Aircraft designated as an “Owned Aircraft” in Schedule I to the Note Purchase Agreement.

Participation Agreement” means with respect to an Aircraft, a participation agreement substantially in the form of the Participation Agreement Form relating to the financing of such Aircraft, as such agreement may be amended, supplemented or otherwise modified from time to time.

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

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

Pass Through Trust Agreement” means each of the two separate Trust Supplements referred to in the third recital to the Note Purchase Agreement, each dated as of the Issuance Date, by and between the Company and the Pass Through Trustee, together in each case with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

Pass Through Trustee” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

Paying Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

Paying Agent Agreements” has the meaning set forth in Section 3(f)(i) of the Note Purchase Agreement.

 

A-7

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American Airlines 2016-3 Aircraft EETC


Person” means any individual, firm, partnership, joint venture, trust, trustee, Government Entity, organization, association, corporation, limited liability company, government agency, committee, department, authority and other body, corporate or incorporate, whether having distinct legal status or not, or any member of any of the same.

Rating Agencies” means, with respect to any Class of Certificates, collectively, at any time, each nationally recognized rating agency which shall have been requested to rate such Class of Certificates and which shall then be rating such Class of Certificates. The initial Rating Agencies with respect to the Class AA Certificates and the Class A Certificates will be Standard & Poor’s and Moody’s.

Rating Agency Confirmation” means, in the case of any action or event that, pursuant to the express terms of the Note Purchase Agreement, requires a “Rating Agency Confirmation” with respect to any Class of Certificates in connection therewith, a written confirmation from each of the Rating Agencies then rating such Class of Certificates to the effect that such action or event would not result in (i) a reduction of the rating for such Class of Certificates by such Rating Agency below the then current rating for such Class of Certificates issued by such Rating Agency (before the downgrading of such rating, if any, as a result of the downgrading of the Depositary below the applicable Depositary Threshold Rating, if applicable) or (ii) a withdrawal or suspension of the rating of such Class of Certificates by such Rating Agency.

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

Replacement Deposit Agreement” means, for each Class of Certificates, a deposit agreement substantially in the form of the replaced Deposit Agreement for such Class of Certificates as shall permit the Rating Agencies to issue a Rating Agency Confirmation with respect to such Class of Certificates in connection with the replacement of the Depositary with the Replacement Depositary party to such deposit agreement.

Replacement Depositary” has the meaning set forth in Section 5(a) of the Note Purchase Agreement.

Required Terms” means the provisions set forth on Schedule III to the Note Purchase Agreement.

Section 1110” means Section 1110 of the Bankruptcy Code or any successor or analogous Section of the federal bankruptcy law in effect from time to time.

Series A Equipment Notes” means Equipment Notes issued under an Indenture and designated as “Series A” thereunder.

 

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American Airlines 2016-3 Aircraft EETC


Series AA Equipment Notes” means Equipment Notes issued under an Indenture and designated as “Series AA” thereunder.

Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

Subordination Agent” has the meaning set forth in the first paragraph of the Note Purchase Agreement.

Substitute Aircraft” has the meaning set forth in Section 1(h) of the Note Purchase Agreement.

Taxes” means all license, recording, documentary, registration and other similar fees and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or interest thereon or additions thereto.

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

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

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

Underwriters” has the meaning set forth in the fourth recital to the Note Purchase Agreement.

Underwriting Agreement” has the meaning set forth in the fourth recital to the Note Purchase Agreement.

United States” means the United States of America.

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

 

A-9

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


EXHIBIT A to

NOTE PURCHASE AGREEMENT

FORM OF FUNDING NOTICE

FUNDING NOTICE

Dated as of [                    ]

To each of the addressees listed

in Schedule A hereto

 

  Re: Funding Notice in accordance with Note Purchase
Agreement referred to below

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement, dated as of October 3, 2016, among American Airlines, Inc. (the “Company”), Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements (as defined therein) (the “Pass Through Trustee”), Wilmington Trust Company, as Subordination Agent (the “Subordination Agent”), Wilmington Trust, National Association, as Escrow Agent (the “Escrow Agent”), and Wilmington Trust Company, as Paying Agent (the “Paying Agent”) (as in effect from time to time, the “Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined therein, the Intercreditor Agreement.

Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies you, in respect of the aircraft described in Schedule B hereto (the “Aircraft”), of the following:

 

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

 

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

 

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

 

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

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


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

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

The Company hereby instructs each Pass Through Trustee to (i) purchase Equipment Notes of the related series and in an amount set forth opposite such Pass Through Trustee in clause (2) above with a portion of the proceeds of the withdrawals of Deposits referred to in the applicable Notice of Purchase Withdrawal referred to above and (ii) re-deposit with the Depositary the excess, if any, of the amount so withdrawn over the purchase price of such Equipment Notes.

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

Yours faithfully,

 

American Airlines, Inc.
By:    
  Name:
  Title:

 

-2-

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Schedule A to

Funding Notice

Wilmington Trust Company, as

Pass Through Trustee

1100 North Market Street

Wilmington, Delaware 19890

Attention: ###

Reference: American Airlines 2016-3 EETC

Facsimile: ###

Email: ###

Wilmington Trust Company, as

Subordination Agent and Paying Agent

1100 North Market Street

Wilmington, Delaware 19890

Attention: ###

Reference: American Airlines 2016-3 EETC

Facsimile: ###

Email: ###

Wilmington Trust, National Association, as

Escrow Agent

1100 North Market Street

Wilmington, Delaware 19890

Attention: ###

Reference: American Airlines 2016-3 EETC

Facsimile: ###

Email: ###

Citibank, N.A., as Depositary

480 Washington Blvd, 18th Floor

Jersey City, NJ 07310

Attention: ###

Reference: American Airlines 2016-3 EETC

Telephone: ###

Email: ###

Standard & Poor’s Ratings Services

55 Water Street, 35th Floor

New York, New York 10004

Attention: ###

Reference: American Airlines 2016-3 EETC

Telephone: ###

Facsimile: ###

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, NY 10007

Attention: ###

Reference: American Airlines 2016-3 EETC

Telephone: ###

Email: ###

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Schedule B to

Funding Notice

Aircraft

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

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Schedule C to

Funding Notice

Equipment Notes

 

Relevant Pass Through Trustee

  

Series of Equipment Notes

  

Equipment Note No.

  

Original
Principal
Amount

Class AA Pass Through Trustee

   Series 2016-3AA-            No. AA-        -        $                

Class A Pass Through Trustee

   Series 2016-3A-            No. A-        -        $                

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Annex A to

Funding Notice

WITHDRAWAL CERTIFICATE

(Class [AA][A])

Wilmington Trust, National Association,

as Escrow Agent

1100 North Market Street

Wilmington, Delaware 19890-1605

Attention: ###

Reference: American Airlines 2016-3 EETC

Facsimile: ###

Email: ###

Ladies and Gentlemen:

Reference is made to the Escrow and Paying Agent Agreement (Class [AA][A]), dated as of October 3, 2016 (the “Agreement”). We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied. Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Purchase Withdrawal and immediately transmit by facsimile to the Depositary, at Citibank, N.A., as depositary, 480 Washington Blvd., 18th Floor, Jersey City, NJ 07310, Attention: ###, Reference: American Airlines 2016-3 EETC, Facsimile: ### or 973-###.

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

 

Very truly yours,

Wilmington Trust Company,

not in its individual capacity but solely as Pass Through Trustee

By:    
  Name:
  Title:

Dated: As of [                         , 20    ]

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Exhibit A to

Funding Notice

NOTICE OF PURCHASE WITHDRAWAL

Citibank, N.A., as Depositary

480 Washington Blvd, 18th Floor

Jersey City, NJ 07310

Attention: ###

Reference: American Airlines 2016-3 EETC

Telephone: ###

Email: ###

Ladies and Gentlemen:

Reference is made to the Deposit Agreement (Class AA) dated as of October 3, 2016 (the “Deposit Agreement”) between Wilmington Trust, National Association, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”).

In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[            ], from Account No. [            ].

The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to American Airlines, Inc. at JPMorgan Chase (ABA No. ###), Account Number ###, Reference: American Airlines 2016-3AA EETC [the Pass Through Trustee at Wilmington Trust Company, Wilmington, Delaware, ABA####, Corporate Trust, Account No. [            ], Reference: American Airlines 2016-3AA EETC]1 on [                    ], 20    , upon the telephonic request of a representative of the Pass Through Trustee.

 

Wilmington Trust, National Association,

as Escrow Agent

By    
  Name:
  Title:

Dated: As of [                         , 20    ]

 

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

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Exhibit B to

Funding Notice

NOTICE OF PURCHASE WITHDRAWAL

Citibank, N.A., as Depositary

480 Washington Blvd. 18th Floor

Jersey City, NJ 07310

Attention: ###

Reference: American Airlines 2016-3 EETC

Telephone: ###

Email: ###

Ladies and Gentlemen:

Reference is made to the Deposit Agreement (Class A) dated as of October 3, 2016 (the “Deposit Agreement”) between Wilmington Trust, National Association, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”).

In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[            ], from Account No. [            ].

The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [American Airlines, Inc. at JPMorgan Chase (ABA No. ###), Account Number ###, Reference: American Airlines 2016-3A EETC] [the Pass Through Trustee at Wilmington Trust Company, Wilmington, Delaware, ABA####, Corporate Trust, Account No. [            ], Reference: American Airlines 2016-3A EETC]2 on [                    ], 20    , upon the telephonic request of a representative of the Pass Through Trustee.

 

Wilmington Trust, National Association,

as Escrow Agent

By    
  Name:
  Title:

Dated: As of [                         , 20    ]

 

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

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


EXHIBIT B to

NOTE PURCHASE AGREEMENT

FORM OF PARTICIPATION AGREEMENT

[Attached.]

 

Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC


Final Form

PARTICIPATION AGREEMENT

([Reg. No.])

Dated as of                     , 20__1

among

AMERICAN AIRLINES, INC.,

WILMINGTON TRUST COMPANY,

as Pass Through Trustee under each of the

Pass Through Trust Agreements,

WILMINGTON TRUST COMPANY,

as Subordination Agent,

WILMINGTON TRUST COMPANY,

as Loan Trustee,

and

WILMINGTON TRUST COMPANY,

in its individual capacity as set forth herein

*

One [Aircraft Manufacturer and Model]

(Generic Manufacturer and Model [Generic Manufacturer and Model]) Aircraft

U.S. Registration No. [Reg. No.]

 

 

1  To insert the relevant Closing Date.

 

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(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


TABLE OF CONTENTS

 

 

     Page  

ARTICLE I DEFINITIONS

     2   

Section 1.01.Definitions.

     2   

Section 1.02.Other Definitional Provisions.

     2   

ARTICLE II THE LOANS

     2   

Section 2.01.The Loans.

     2   

Section 2.02.Issuance of Equipment Notes.

     3   

Section 2.03.The Closing.

     3   

ARTICLE III CONDITIONS PRECEDENT

     4   

Section 3.01.Conditions Precedent to Obligations of the Pass Through Trustees.

     4   

Section 3.02.Conditions Precedent to Obligations of the Company.

     8   

ARTICLE IV REPRESENTATIONS, WARRANTIES AND INDEMNITIES OF THE COMPANY

     10   

Section 4.01.Representations and Warranties of the Company.

     10   

Section 4.02.General Indemnity.

     13   

ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF WTC.

     18   

Section 5.01.Representations, Warranties and Covenants of WTC.

     18   

ARTICLE VI OTHER COVENANTS AND AGREEMENTS

     21   

Section 6.01.Other Agreements.

     21   

Section 6.02.Certain Covenants of the Company.

     23   

ARTICLE VII MISCELLANEOUS

     26   

Section 7.01.Notices.

     26   

Section 7.02.Survival of Indemnities, Covenants and Agreements.

     26   

Section 7.03.Governing Law.

     26   

Section 7.04.Severability.

     26   

 

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Section 7.05.No Oral Modifications or Continuing Waivers; Consents.

     27   

Section 7.06.Effect of Headings and Table of Contents.

     27   

Section 7.07.Successors and Assigns.

     27   

Section 7.08.Benefits of Agreement.

     27   

Section 7.09.Counterparts.

     28   

Section 7.10.Submission to Jurisdiction.

     28   

Section 7.11.No Petition.

     28   

Section 7.12.Section 1110.

     29   

Section 7.13.No Waiver.

     29   

Section 7.14.Further Assurances.

     29   

 

Schedule I  

-  Certain Terms

  
Schedule II  

-  Equipment Notes, Purchasers and Original Principal Amounts

  
Schedule III  

-  Trust Supplements

  
Exhibit A  

-  Form of Opinion of Counsel for the Company

  
Exhibit B  

-  Form of Opinion of Special Counsel for the Loan Trustee, the Pass Through Trustees, the Subordination Agent and WTC

  
Exhibit C  

-  Form of Opinion of Special FAA Counsel

  
Exhibit D  

-  Form of Manufacturer’s Consent

  
Exhibit E  

-  Form of Opinion of Regulatory Counsel

  
Exhibit F  

-  Form of Opinion of Delaware Counsel for the Company

  
Annex A  

-  Definitions

  

 

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PARTICIPATION AGREEMENT

([Reg. No.])

This PARTICIPATION AGREEMENT ([Reg. No.]) (“Agreement”), dated as of                     , 20__2, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company as loan trustee (in such capacity, together with any successor trustee in such capacity, the “Loan Trustee”) under the Indenture.

W I T N E S S E T H:

WHEREAS, the Company is the owner of that certain aircraft of the make and model set forth in Schedule I hereto as more particularly described in the Indenture Supplement originally executed and delivered under the Indenture;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company and the Loan Trustee are entering into the Indenture, pursuant to which, among other things, the Company will issue two separate series of Equipment Notes, which Equipment Notes are to be secured by a security interest in all right, title and interest of the Company in and to the Aircraft and certain other property described in the Indenture;

WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the Trust Supplements set forth in Schedule III hereto, the Pass Through Trusts in existence as of the date hereof were created and the Pass Through Certificates issued and sold;

WHEREAS, pursuant to the Intercreditor Agreement, the Subordination Agent will hold the Equipment Notes on behalf of the Pass Through Trusts;

 

2  To insert the relevant Closing Date.

 

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


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

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. For the purposes of this Agreement, unless the context otherwise requires, capitalized terms used but not defined herein shall have the respective meanings set forth or incorporated by reference in Annex A.

Section 1.02. Other Definitional Provisions.

(a) The definitions stated herein and in Annex A apply equally to both the singular and the plural forms of the terms defined.

(b) All references in this Agreement to designated “Articles”, “Sections”, “Subsections”, “Schedules”, “Exhibits”, “Annexes” and other subdivisions are to the designated Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision of this Agreement, unless otherwise specifically stated.

(c) The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Subsection, Schedule, Exhibit, Annex or other subdivision.

(d) All references in this Agreement to a “government” are to such government and any instrumentality or agency thereof.

(e) Unless the context otherwise requires, whenever the words “including”, “include” or “includes” are used herein, they shall be deemed to be followed by the phrase “without limitation”.

(f) All references in this Agreement to a Person shall include successors and permitted assigns of such Person.

ARTICLE II

THE LOANS

Section 2.01. The Loans. Subject to the terms and conditions of this Agreement and the Indenture, on the Closing Date, the Pass Through Trustee for each Pass Through Trust in existence as of the Closing Date shall make a loan to the Company by paying to the Company the aggregate original principal amounts of the Equipment Notes being

 

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issued to such Pass Through Trust as set forth on Schedule II opposite the name of such Pass Through Trust. The Pass Through Trustees, on behalf of the Pass Through Trusts in existence as of the Closing Date, shall make such loans to the Company no later than 10:00 a.m. (New York City time) on the Closing Date by transferring such amount in immediately available funds to the Company at its account at JPMorgan Chase (ABA No. ###), Account Number ###, Reference: American Airlines 2016-3 EETC.

Section 2.02. Issuance of Equipment Notes. Upon the occurrence of the above payments by the Pass Through Trustee for each Pass Through Trust in existence as of the Closing Date to the Company, the Company shall issue, pursuant to and in accordance with Article II of the Indenture, to the Subordination Agent as agent and trustee for the Pass Through Trustee for each such Pass Through Trust, one or more Equipment Notes of the Series, maturity and aggregate original principal amount and bearing the interest rate set forth in Schedule II opposite the name of such Pass Through Trust. Each such Equipment Note shall be duly authenticated by the Loan Trustee pursuant to the Indenture, registered in the name of the Subordination Agent and dated the Closing Date and shall be delivered by the Loan Trustee to the Subordination Agent. In addition, subject to Section 4(a)(v) of the Note Purchase Agreement and Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, as applicable, the Company shall have the option after the Closing Date, from time to time, (i) to redeem all but not less than all of the Series A Equipment Notes (or all but not less than all of any Additional Series Equipment Notes) and to issue under the Indenture new Equipment Notes with the same Series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (ii) to issue one or more series of Additional Series Equipment Notes under the Indenture and (iii) at any time following payment in full of all but not less than all of the Series A Equipment Notes (or all but not less than all of any Series of Additional Series Equipment Notes), to issue under the Indenture new Equipment Notes with the same Series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full. If new Series A Equipment Notes, new Additional Series Equipment Notes or Additional Series Equipment Notes are so issued after the Closing Date, each Noteholder of such Equipment Notes shall be deemed to be a party hereto without further act, and shall be entitled to execute, and at the request of the Company shall execute, a counterpart to this Agreement.

Section 2.03. The Closing. The closing (the “Closing”) of the transactions contemplated hereby shall take place at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York 10022 at 10:00 a.m. (New York City time) on                     , 20__, or at such other time or place as the parties shall agree.

 

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ARTICLE III

CONDITIONS PRECEDENT

Section 3.01. Conditions Precedent to Obligations of the Pass Through Trustees. The obligation of each Pass Through Trustee of each Pass Through Trust in existence as of the Closing Date to make the loan contemplated by Article II is subject to the fulfillment (or the waiver by such Pass Through Trustee) prior to or on the Closing Date of the following conditions precedent:

(a) Authentication. The Company shall have tendered the Equipment Notes being issued on the Closing Date to the Loan Trustee for authentication, and the Loan Trustee shall have authenticated such Equipment Notes and shall have tendered such Equipment Notes to the Subordination Agent on behalf of the applicable Pass Through Trustee, against receipt of the loan proceeds, in accordance with Section 2.02.

(b) No Changes in Law. No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for such Pass Through Trustees to make the loans contemplated by Section 2.01 or to acquire the Equipment Notes or to realize the benefits of the security afforded by the Indenture.

(c) Documentation. This Agreement and the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Pass Through Trustees or the Loan Trustee), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to each Pass Through Trustee:

(i) the Intercreditor Agreement;

(ii) the Liquidity Facilities in effect as of the Closing Date;

(iii) the Pass Through Trust Agreements in effect as of the Closing Date;

(iv) the Indenture and the Indenture Supplement covering the Aircraft and dated the Closing Date;

(v) the Manufacturer’s Consent;

(vi) a copy of the FAA Bill of Sale;

 

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(vii) a copy of the Warranty Bill of Sale; and

(viii) [a copy of a current, valid Export Certificate of Airworthiness duly issued by the Brazilian aviation authority.]3

(d) Financing Statement. A Uniform Commercial Code financing statement or statements covering the security interest created by the Indenture naming the Company, as debtor, and the Loan Trustee, as secured party, shall have been duly filed in all places necessary or desirable within the State of Delaware.

(e) Certain Closing Certificates. Each such Pass Through Trustee shall have received the following:

(i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Agreement and the Indenture and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date;

(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Company in such state;

(iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and

(iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of such Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of each of the Operative Documents to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.

 

 

3  Include in case of Embraer aircraft.

 

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(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


(f) Representations; No Event of Default or Event of Loss. On the Closing Date, the following statements shall be correct: (i) the representations and warranties herein of the Company are correct in all material respects as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties are correct on and as of such earlier date) and (ii) no event has occurred and is continuing that constitutes an Event of Default or an Event of Loss with respect to the Aircraft or would constitute an Event of Default or such an Event of Loss but for the requirement that notice be given or time elapse or both.

(g) Opinions of Counsel to the Company. Each such Pass Through Trustee and the Loan Trustee shall have received (i) an opinion addressed to it from Latham & Watkins LLP, special New York counsel to the Company, substantially in the form set forth in Exhibit A, (ii) an opinion addressed to it from Pillsbury Winthrop Shaw Pittman LLP, special regulatory counsel to the Company, substantially in the form set forth in Exhibit E and (iii) an opinion addressed to it from Morris James LLP, special Delaware counsel to the Company, substantially in the form set forth in Exhibit F.

(h) Opinion of Counsel to WTC, the Loan Trustee, the Pass Through Trustees and the Subordination Agent. Each Pass Through Trustee and the Loan Trustee shall have received an opinion addressed to it from Morris James LLP, special counsel for WTC, the Loan Trustee, the Pass Through Trustees in existence as of the Closing Date and the Subordination Agent, substantially in the form set forth in Exhibit B.

(i) Opinion of FAA Counsel. Each Pass Through Trustee and the Loan Trustee shall have received an unexecuted opinion addressed to it from Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma, substantially in the form set forth in Exhibit C to be executed and delivered promptly following the making of all appropriate filings with the FAA and the International Registry as described below.

(j) [Intentionally Omitted.]

(k) Certification from the Company. Each such Pass Through Trustee and the Loan Trustee shall have received a certificate or certificates signed by the chief financial or accounting officer, any Senior Vice President, the Treasurer,

 

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(American Airlines 2016-3 Aircraft EETC)

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any Vice President or any Assistant Treasurer (or any other Responsible Officer) of the Company, dated the Closing Date, certifying as to the correctness of each of the matters stated in Section 3.01(f).

(l) Certification from WTC, Loan Trustee and Subordination Agent. Each Pass Through Trustee shall have received a certificate from WTC in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, dated the Closing Date, signed by an authorized officer of WTC in its individual capacity and as Loan Trustee and Subordination Agent, as applicable, certifying for each such entity that no Loan Trustee Liens or Other Party Liens attributable to it, as applicable, exist, and further certifying as to the correctness of each of the matters stated in Section 5.01.

(m) [Intentionally Omitted.]

(n) Insurance Matters. The Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to the Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.

(o) No Proceedings. No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby.

(p) Funding of Pass Through Trusts. Each such Pass Through Trustee shall have received in immediately available funds an amount at least equal to the aggregate purchase price of the Equipment Notes to be purchased from the Company by such Pass Through Trustee.

(q) Manufacturer’s Consent. The Loan Trustee shall have received an executed copy of the Manufacturer’s Consent substantially in the form set forth in Exhibit D.

(r) Governmental Approvals. All appropriate action required to have been taken prior to the Closing Date by the FAA or any governmental or political agency, subdivision or instrumentality of the United States in connection with the transactions contemplated by this Agreement has been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Closing Date in connection with the transactions contemplated by this Agreement have been issued.

 

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(American Airlines 2016-3 Aircraft EETC)

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(s) Title. The Company shall have good title to the Aircraft, free and clear of all Liens except Permitted Liens.

(t) Satisfaction of Requirements under the Note Purchase Agreement. The conditions precedent set forth in Section 2 of the Note Purchase Agreement, and the requirements set forth in Section 1 of the Note Purchase Agreement relating to the Aircraft and the Equipment Notes, shall have been satisfied.

Promptly upon the recording of the Indenture (with the Indenture Supplement attached) pursuant to the Transportation Code and the receipt of appropriate and correct recording information from the FAA, the Company will cause Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma to deliver to the Subordination Agent, to the Pass Through Trustees, to the Loan Trustee and to the Company an opinion as to the due recording of such instrument and the lack of filing of any intervening documents with respect to the Aircraft.

Section 3.02. Conditions Precedent to Obligations of the Company. The obligation of the Company to issue and sell the Equipment Notes is subject to the fulfillment (or waiver by the Company) prior to or on the Closing Date of the following conditions precedent:

(a) No Changes in Law. No change shall have occurred after the date of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities or any court that would make it a violation of law or governmental regulations for the Company to enter into any transaction contemplated by the Operative Documents, the Note Purchase Agreement or the other Pass Through Documents.

(b) Documentation. The documents referred to in Section 3.01(c) shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Company), shall be in full force and effect and executed counterparts (or copies thereof where indicated) thereof shall have been delivered to the Company, and the Company shall have received such documents and evidence with respect to WTC, each Liquidity Provider of each Liquidity Facility in effect as of the Closing Date, the Loan Trustee, the Subordination Agent and each Pass Through Trustee of each Pass Through Trust in existence as of the Closing Date as the Company may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement, the taking of all corporate and other proceedings in connection therewith and compliance with the conditions herein set forth.

 

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(American Airlines 2016-3 Aircraft EETC)

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(c) FAA Filing. The Indenture (with the Indenture Supplement covering the Aircraft attached) shall have been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the FAA pursuant to the Transportation Code. The registration of the International Interests (or Prospective International Interests) created under the Indenture (as supplemented by the Indenture Supplement with respect to the Aircraft) shall have been effected (or shall be in the process of being so effected) on the International Registry in accordance with the Cape Town Treaty.

(d) Representations and Warranties. On the Closing Date, the representations and warranties herein of WTC, the Loan Trustee, the Subordination Agent and the Pass Through Trustees of each Pass Through Trust in existence as of the Closing Date shall be correct as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been correct on and as of such earlier date), and, insofar as such representations and warranties concern WTC, the Loan Trustee, the Subordination Agent or any such Pass Through Trustee, such party shall have so certified to the Company.

(e) Certain Opinions and Certificates. The Company shall have received each opinion referred to in Sections 3.01(h) and 3.01(i), each such opinion addressed to the Company or accompanied by a letter from the counsel rendering such opinion authorizing the Company to rely on such opinion as if it were addressed to the Company, and the certificates referred to in Sections 3.01(e)(iv) and 3.01(k).

(f) [Reserved].

(g) No Proceedings. No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of the Closing to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transactions contemplated hereby.

(h) No Other Party Liens, etc. The Company shall have received a certificate from WTC dated the Closing Date, signed by an authorized officer of WTC, certifying for each Pass Through Trustee of each Pass Through Trust in existence as of the Closing Date that no Other Party Liens attributable to it exist and further certifying as to the correctness of each of the matters stated in Section 5.01.

 

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(i) Payment for Equipment Notes. The Company shall have been paid by each Pass Through Trustee of each Pass Through Trust in existence as of the Closing Date the aggregate original principal amount of the Equipment Notes being issued to such Pass Through Trustee as set forth on Schedule II opposite the name of such Pass Through Trust.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND INDEMNITIES

OF THE COMPANY

Section 4.01. Representations and Warranties of the Company. The Company represents and warrants that:

(a) Organization; Authority; Qualification. The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power and authority to own or hold under lease its properties and to enter into and perform its obligations under the Operative Documents to which it is a party and is duly qualified to do business as a foreign corporation in good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of the Company and its subsidiaries, considered as a whole, and its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) is Delaware.

(b) Corporate Action and Authorization; No Violations. The execution, delivery and performance by the Company of this Agreement and the other Operative Documents to which the Company is a party have been duly authorized by all necessary corporate action on the part of the Company, do not require any stockholder approval or approval or consent of any trustee or holder of any indebtedness or obligations of the Company, except such as have been duly obtained and are in full force and effect, and do not contravene any law, governmental rule, regulation, judgment or order binding on the Company or the certificate of incorporation or by-laws of the Company or contravene or result in a breach of, or constitute a default under, or result in the creation of any Lien (other than as permitted under the Indenture) upon the property of the Company under, any material indenture, mortgage, contract or other agreement to which the Company is a party or by which it or any of its properties may be bound or affected.

 

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(c) Governmental Approvals. Neither the execution and delivery by the Company of this Agreement and the other Operative Documents to which it is a party, nor the consummation by the Company of any of the transactions contemplated hereby or thereby, requires the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action in respect of, the Department of Transportation, the FAA or any other federal or state governmental authority or agency, or the International Registry, except for (i) the registration of the issuance and sale of the Pass Through Certificates under the Securities Act and under the securities laws of any state or other jurisdiction in which the Pass Through Certificates may be offered for sale if the laws of such state or other jurisdiction require such action, (ii) the qualification of the Pass Through Trust Agreements under the Trust Indenture Act, (iii) the orders, permits, waivers, exemptions, authorizations and approvals of the regulatory authorities having jurisdiction over the Company’s ownership or use of the Aircraft required to be obtained on or prior to the Closing Date, which orders, permits, waivers, exemptions, authorizations and approvals have been duly obtained and are, or on the Closing Date will be, in full force and effect, (iv) the filings and registrations referred to in Section 4.01(e), (v) authorizations, consents, approvals, notices and filings required to be obtained, taken, given or made under securities or Blue Sky or similar laws of the various states and foreign jurisdictions, and (vi) consents, approvals, notices, registrations and other actions required to be obtained, given, made or taken only after the date hereof.

(d) Valid and Binding Agreements. This Agreement and each other Operative Document to which the Company is a party have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity and except, in the case of the Indenture, as limited by applicable laws that may affect the remedies provided in the Indenture, which laws, however, do not make the remedies provided in the Indenture inadequate for the practical realization of the rights and benefits intended to be provided thereby.

(e) Filings and Recordation. Except for (i) the filing for recordation pursuant to the Transportation Code of the Indenture (with the Indenture Supplement covering the Aircraft attached), (ii) with respect to the security interests created by such documents, the filing of financing statements (and continuation statements at periodic intervals) under the Uniform Commercial Code of Delaware, and (iii) the registration on the International Registry of the International Interests (or Prospective International Interests) created under the Indenture (as supplemented by the Indenture Supplement covering the Aircraft),

 

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no further filing or recording of any document is necessary or advisable under the laws of the United States or any state thereof as of the Closing Date in order to establish and perfect the security interest in the Aircraft created under the Indenture in favor of the Loan Trustee as against the Company and any third parties in any applicable jurisdiction in the United States.

(f) Investment Company Act. The Company is not required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(g) Title. As of the Closing Date, (i) the Company has good title to the Aircraft, free and clear of Liens other than Permitted Liens, (ii) the Aircraft has been duly certified by the FAA (subject only to the Company’s receipt of the applicable certificate from the FAA) as to type and airworthiness in accordance with the terms of the Indenture, (iii) the Indenture (with the Indenture Supplement covering the Aircraft attached) has been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the FAA pursuant to the Transportation Code, (iv) the Aircraft is duly registered with the FAA in the name of the Company and (v) the registration of the International Interests (or Prospective International Interests) created under the Indenture (as supplemented by the Indenture Supplement with respect to the Aircraft) has been effected (or is in the process of being effected) on the International Registry in accordance with the Cape Town Treaty.

(h) Section 1110. The Loan Trustee shall be entitled to the benefits of Section 1110 with respect to the Aircraft being subjected to the Lien of the Indenture on the Closing Date.

(i) Security Interest. The Indenture creates in favor of the Loan Trustee, for the benefit of the Noteholders, the Indenture Indemnitees and the Related Indenture Indemnitees, a valid and perfected Lien on the Aircraft purported to be subjected to the Lien of the Indenture on the Closing Date, subject to no equal or prior Lien, except Permitted Liens. There are no Liens of record with the FAA on the Aircraft being subjected to the Lien of the Indenture on the Closing Date other than the Lien of the Indenture and any Permitted Liens arising pursuant to clause (a) of the definition thereof. Other than (x) the International Interests (or Prospective International Interests) created under the Indenture (as supplemented by the Indenture Supplement covering the Aircraft) and (y) any International Interests (or Prospective International Interests) that appear on the International Registry as having been discharged, no International Interests with respect to the Aircraft have been registered on the International Registry as of the Closing Date.

 

12

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


Section 4.02. General Indemnity.

(a) Claims Defined. For the purposes of this Section 4.02, “Claims” shall mean any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs or expenses of whatsoever kind and nature (whether or not on the basis of negligence, strict or absolute liability or liability in tort) that may be imposed on, incurred by, suffered by or asserted against an Indemnitee, as defined herein, and, except as otherwise expressly provided in this Section 4.02, shall include all reasonable out-of-pocket costs, disbursements and expenses (including reasonable out-of-pocket legal fees and expenses) of an Indemnitee in connection therewith or related thereto.

(b) Indemnitee Defined. For the purposes of this Section 4.02, “Indemnitee” means (i) WTC and the Loan Trustee, (ii) each separate or additional trustee appointed pursuant to Section 8.02 of the Indenture, (iii) so long as it holds any Equipment Notes as agent and trustee of any Pass Through Trustee, the Subordination Agent, (iv) so long as it is the holder of any Equipment Notes, each Pass Through Trustee, (v) each Liquidity Provider, (vi) any Related Noteholder, (vii) the Escrow Agent, (viii) the Paying Agent and (ix) each of their respective successors and permitted assigns in such capacities, agents, servants, officers, employees and directors (the respective agents, servants, officers, employees and directors of each of the foregoing Indemnitees, as applicable, together with such Indemnitee, being referred to herein collectively as the “Related Indemnitee Group” of such Indemnitee); provided that such Persons shall, to the extent they are not signatories to this Agreement, have expressly agreed in writing to be bound by the terms of this Section 4.02 prior to, or concurrently with, the making of a Claim hereunder. If an Indemnitee fails to comply with any duty or obligation under this Section 4.02 with respect to any Claim, such Indemnitee shall not, to the extent such failure was prejudicial to the Company, be entitled to any indemnity with respect to such Claim under this Section 4.02. No holder of a Pass Through Certificate in its capacity as such holder shall be an Indemnitee for purposes hereof.

(c) Claims Indemnified. Subject to the exclusions stated in Subsection 4.02(d), the Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by the Company, any Permitted Lessee or any other Person. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), the Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses of the Loan Trustee and, so long as it is the

 

13

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


holder of any Equipment Notes, each Pass Through Trustee (including, without limitation, reasonable attorney’s fees and disbursements and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of such Person’s agents) in connection with the transactions contemplated hereby.

(d) Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02:

(i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Indenture;

(ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying any indemnity on an After-Tax Basis;

(iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group;

(iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto;

(v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee;

(vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition of any Equipment Note or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents or any interest in the Collateral or any similar security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group other than during the

 

14

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


occurrence and continuance of an Event of Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law);

(vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement;

(viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents;

(ix) any Claim to the extent such Claim is (A) paid by the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document (without duplication of any payment obligation of the Company) or (B) payable or borne by a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document;

(x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense;

(xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state, or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA;

 

15

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


(xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees);

(xiii) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company of any of its affiliates); and

(xiv) any Claim to the extent attributable to any amount which any Indemnitee expressly agrees to pay or such Indemnitee expressly agrees shall not be paid by or be reimbursed by Company.

(e) Insured Claims. In the case of any Claim indemnified by the Company hereunder that is covered by a policy of insurance maintained by the Company, each Indemnitee agrees to cooperate, at the Company’s expense, with the insurers in the exercise of their rights to investigate, defend or compromise such Claim.

(f) Claims Procedure. An Indemnitee shall promptly notify the Company of any Claim as to which indemnification is sought; provided that the failure to provide such prompt notice shall not release the Company from any of its obligations to indemnify hereunder, except to the extent that the Company is prejudiced by such failure or the Company’s indemnification obligations are increased as a result of such failure. Such Indemnitee shall promptly submit to the Company all additional information in such Indemnitee’s possession to substantiate such request for payment to the Company as the Company shall reasonably request. Subject to the rights of insurers under policies of insurance maintained by the Company, the Company shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Claim for which indemnification is sought under this Section 4.02, and, at the Company’s expense, the Indemnitee shall cooperate with all reasonable requests of the Company in connection therewith. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim under this Section 4.02. Where the Company or the insurers under a policy of insurance maintained

 

16

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


by the Company undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Company or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Company pursuant to the preceding provisions; provided that such party’s participation does not, in the opinion of the counsel appointed by the Company or its insurers to conduct such proceedings, interfere with such control; and such participation shall not constitute a waiver of the indemnification provided in this Section 4.02. Notwithstanding anything to the contrary contained herein, the Company shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees.

(g) Subrogation. To the extent that a Claim indemnified by the Company under this Section 4.02 is in fact paid in full by the Company or an insurer under a policy of insurance maintained by the Company, the Company or such insurer, as the case may be, shall, without any further action, be subrogated to the rights and remedies of the Indemnitee on whose behalf such Claim was paid with respect to the transaction or event giving rise to such Claim. Such Indemnitee shall give such further assurances or agreements and shall cooperate with the Company or such insurer, as the case may be, to permit the Company or such insurer to pursue such rights and remedies, if any, to the extent reasonably requested by the Company. So long as no Event of Default shall have occurred and be continuing, if an Indemnitee receives any payment from any party other than the Company or its insurers, in whole or in part, with respect to any Claim paid by the Company or its insurers hereunder, it shall promptly pay over to the Company the amount received (but not an amount in excess of the amount the Company or any of its insurers has paid in respect of such Claim). Any amount referred to in the preceding sentence that is payable to the Company shall not be paid to the Company, or, if it has been previously paid directly to the Company, shall not be retained by the Company, if at the time of such payment an Event of Default shall have occurred and be continuing, but shall be paid to and held by the Loan Trustee as security for the obligations of the Company under this Agreement, the Indenture and the other Operative Documents, and, if the Company agrees, shall be applied against the Company’s obligations hereunder and thereunder when and as they become due and payable and, at such time as there shall not be continuing any such Event of Default, such amount, to the extent not previously so applied against the Company’s obligations, shall be paid to the Company.

(h) No Guaranty. Nothing set forth in this Section 4.02 shall constitute a guarantee by the Company that the Aircraft shall at any time have any particular value, useful life or residual value.

 

17

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


(i) Payments; Interest. Any amount payable to any Indemnitee pursuant to this Section 4.02 shall be paid within 30 days after receipt by the Company of a written demand therefor from such Indemnitee accompanied by a written statement describing in reasonable detail the Claims that are the subject of and basis for such indemnity and the computation of the amount payable. Any payments made pursuant to this Section 4.02 directly to an Indemnitee or to the Company, as the case may be, shall be made in immediately available funds at such bank or to such account as is specified by the payee in written directions to the payor or, if no such directions shall have been given, by check of the payor payable to the order of the payee and mailed to the payee by certified mail, return receipt requested, postage prepaid to its address referred to in Section 7.01. To the extent permitted by applicable law, interest at the Past Due Rate shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 4.02 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due.

ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS

OF WTC

Section 5.01. Representations, Warranties and Covenants of WTC. WTC, generally, and each of the Loan Trustee, the Subordination Agent and the Pass Through Trustee of each Pass Through Trust in existence as of the Closing Date as it relates to it, represents, warrants and covenants that:

(a) Organization; Authority. WTC is a Delaware trust company duly organized and validly existing in good standing under the laws of the State of Delaware, holds a valid certificate to do business as a Delaware trust company, is eligible to be the Loan Trustee under Section 8.01(a) of the Indenture, will promptly comply with Section 8.01(a) of the Indenture and has full power, authority and legal right to enter into and perform its obligations under each of the Operative Documents and the Pass Through Documents to which WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee is a party and, in its capacity as Loan Trustee and Pass Through Trustee, respectively, to authenticate the Equipment Notes and the Pass Through Certificates, respectively. WTC is qualified to act as Loan Trustee under Section 8.01(c) of the Indenture. WTC is a Citizen of the United States (without the use of a voting trust agreement), and will resign as the Loan Trustee under the Indenture promptly after it obtains actual knowledge that it has ceased to be such a Citizen of the United States.

(b) Due Authorization; No Violations. The execution, delivery and performance by WTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of this Agreement, each of the other Operative Documents and each of the Pass Through

 

18

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


Documents to which WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee is a party, the performance by WTC, individually or in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, of its obligations thereunder and the consummation on the Closing Date or the Issuance Date, as the case may be, of the transactions contemplated thereby, and the authentication of the Equipment Notes and the Pass Through Certificates, respectively, to be delivered on the Closing Date or the Issuance Date, as the case may be: (i) have been duly authorized by all necessary action on the part of WTC, the Loan Trustee, the Subordination Agent and such Pass Through Trustee, as the case may be, (ii) and do not violate any law or regulation of the United States or of the state of the United States in which WTC is located and which governs the trust powers of WTC or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee or any of their assets, (iii) will not violate any provision of the charter of WTC and (iv) will not violate any provision of, or constitute a default under, any mortgage, indenture, contract, agreement or undertaking to which any of WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee is a party or by which any of them or their respective properties may be bound or affected.

(c) Approvals. Neither the execution and delivery by WTC, individually or in its capacity as Loan Trustee, Subordination Agent or Pass Through Trustee, as the case may be, of this Agreement, any other Operative Document or any Pass Through Document to which WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee is a party, nor the consummation by WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee of any of the transactions contemplated hereby or thereby, requires the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, (i) any governmental authority or agency of the United States or the state of the United States where WTC is located and regulating the trust powers of WTC, or (ii) any trustee or other holder of any debt of WTC.

(d) Valid and Binding Agreements. This Agreement, each other Operative Document and each Pass Through Document to which WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee is a party have been duly executed and delivered by WTC, individually and in its capacity as Loan Trustee, Subordination Agent or such Pass Through Trustee, as the case may be, and constitute the legal, valid and binding obligations of WTC, the Loan Trustee, the Subordination Agent and such Pass Through Trustee, to the extent it is a party thereto, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

 

19

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


(e) No Loan Trustee Liens or Other Party Liens. It unconditionally agrees with and for the benefit of the parties to this Agreement that it will not directly or indirectly create, incur, assume or suffer to exist any Loan Trustee Lien or Other Party Lien attributable to it, and it agrees that it will, at its own cost and expense, promptly take such action as may be necessary to discharge and satisfy in full any such Lien.

(f) Intercreditor Agreement. The Equipment Notes to be issued to the Subordination Agent pursuant hereto are being acquired by it to be held under the Intercreditor Agreement.

(g) Funds Transfer Fees. Each of WTC, the Loan Trustee, the Subordination Agent and each Pass Through Trustee agrees that it will not impose any lifting charge, cable charge, remittance charge or any other charge or fee on any transfer by the Company of funds to, through or by WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee pursuant to this Agreement, any other Operative Document or any Pass Through Document, except as may be otherwise agreed to in writing by the Company.

(h) Confidentiality. Each of WTC, the Loan Trustee, the Subordination Agent and any Pass Through Trustee agrees to be bound by the terms of Section 10.16 of the Indenture.

(i) Certain Tax Matters. There are no Taxes payable by WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee imposed by the State of Delaware or any political subdivision or taxing authority thereof, in connection with the execution, delivery or performance by WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee of any Operative Document or any Pass Through Document (other than franchise or other taxes based on or measured by any fees or compensation received by any such Person for services rendered in connection with the transactions contemplated by the Operative Documents or the Pass Through Documents), and there are no Taxes payable by such Pass Through Trustee imposed by the State of Delaware or any political subdivision thereof in connection with the acquisition, possession or ownership by such Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation received by such Pass Through Trustee for services rendered in connection with the transactions contemplated by the Operative Documents or the Pass Through Documents) and, assuming that the Pass Through Trusts in existence as of the Closing Date will not be taxable for Federal income tax purposes as corporations,

 

20

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


but, rather, will be characterized for such purposes as grantor trusts or partnerships, such Pass Through Trusts will not be subject to any Taxes imposed by the State of Delaware or any political subdivision thereof.

(j) Limitation on Situs of Activities. Except with the consent of the Company, which shall not be unreasonably withheld, WTC will act as Pass Through Trustee, Subordination Agent and Loan 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.

(k) No Proceedings. There are no pending or, to its knowledge, threatened actions or proceedings against WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of WTC, the Loan Trustee, the Subordination Agent or such Pass Through Trustee to perform its obligations under any Operative Document or any Pass Through Document.

(l) Other Representations. The representations and warranties contained in Section 7.15 of the Basic Pass Through Trust Agreement and Section 7.04 of each Trust Supplement are true, complete and correct as of the Closing Date.

ARTICLE VI

OTHER COVENANTS AND AGREEMENTS

Section 6.01. Other Agreements.

(a) Fees and Expenses. The Company agrees promptly to pay (without duplication of any other obligation the Company may have to pay such amounts) (1) the initial and annual fees and (to the extent the Loan Trustee is entitled to be reimbursed for its reasonable expenses) the reasonable expenses of the Loan Trustee in connection with the transactions contemplated hereby and (2) the following expenses incurred by the Loan Trustee, the Subordination Agent and the Pass Through Trustees in connection with the negotiation, preparation, execution and delivery of this Agreement, the other Operative Documents and the other documents or instruments referred to herein or therein:

(i) the reasonable fees, expenses and disbursements of (A) Morris James LLP, special counsel for the Loan Trustee, the Subordination Agent and the Pass Through Trustees of the Pass Through Trusts in existence as of the Closing

 

21

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


Date and (B) Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, special FAA counsel in Oklahoma City, Oklahoma, in each case to the extent actually incurred; and

(ii) all reasonable expenses actually incurred in connection with printing and document production or reproduction expenses, and in connection with the filing of Uniform Commercial Code financing statements.

(b) Continuing Registration and Re-Registration. The Loan Trustee, the Noteholders, the Subordination Agent and each Pass Through Trustee agree to execute and deliver, at the Company’s expense, all such documents and consents as the Company may reasonably request for the purpose of continuing the registration of the Aircraft at the FAA in the Company’s name or for the purpose of registering or maintaining any registration on the International Registry in respect of the Aircraft. In addition, each of the Loan Trustee, the Subordination Agent, each Pass Through Trustee and any other Noteholder agrees, for the benefit of the Company, to cooperate with the Company in effecting any foreign registration of the Aircraft pursuant to Section 7.02(e) of the Indenture; provided that prior to any such change in the country of registry of the Aircraft the conditions set forth in Section 7.02(e) of the Indenture are met to the reasonable satisfaction of, or waived by, the Loan Trustee.

(c) Quiet Enjoyment. Each of WTC, the Loan Trustee, the Subordination Agent, each Pass Through Trustee and any other Noteholder and the Class AA Liquidity Provider (by having entered into the Class AA Liquidity Facility) and the Class A Liquidity Provider (by having entered into the Class A Liquidity Facility) agrees that, unless an Event of Default shall have occurred and be continuing, it shall not (and shall not permit any Affiliate or other Person claiming by, through or under it to) take any action contrary to, or otherwise in any way interfere with or disturb (and then only in accordance with the Indenture), the quiet enjoyment of the use and possession of the Aircraft, the Airframe, any Engine or any Part by the Company or any transferee of any interest in any thereof permitted under the Indenture.

(d) No Noteholder Liens. Each Noteholder, including, without limitation, the Subordination Agent and each Pass Through Trustee, unconditionally agrees with and for the benefit of the parties to this Agreement that it will not directly or indirectly create, incur, assume or suffer to exist any Noteholder Liens, and such Noteholder agrees that it will, at its own cost and expense, promptly take such action as may be necessary to discharge and satisfy in full any such Noteholder Lien; and each Noteholder hereby agrees to indemnify, protect, defend and hold harmless each Indemnitee and the Company against Claims in any way resulting from or arising out of a breach by it of its obligations under this Section 6.01(d).

 

22

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


(e) Agreement to be Bound; Transfer. By its acceptance of its Equipment Notes, each Noteholder unconditionally agrees for the benefit of the Company and the Loan Trustee: (i) to be bound by and to perform and comply with all of the terms of such Equipment Notes, the Indenture and this Agreement applicable to such Noteholder; and (ii) that it will not transfer any Equipment Note (or any part thereof) to any entity unless such transfer complies with and does not violate the Transportation Code, the Securities Act (or require registration under such Act) or any other law (including, without limitation, ERISA, the Code and Similar Law), and does not create a relationship that would be in violation thereof, or result in a “prohibited transaction” under Section 406 of ERISA, Section 4975 of the Code or Similar Law or require qualification of an indenture under the Trust Indenture Act.

(f) Tax Returns. Each Pass Through Trustee shall file any tax returns required to be filed by the related Pass Through Trust and the Company shall pay the Applicable Portion of any expenses relating thereto. The Company shall be responsible for the Applicable Portion of any interest or penalties related to any Pass Through Trustee’s failure to file any such tax returns required to be filed by the relevant Pass Through Trust, except to the extent that such failure is attributable to the gross negligence or willful misconduct of such Pass Through Trustee. For purposes of this Section 6.01(f), the “Applicable Portion” of any amount shall equal such amount multiplied by a fraction, the numerator of which shall be the sum of the then outstanding aggregate principal amount of the Equipment Notes held by the relevant Pass Through Trustee, and the denominator of which shall be the sum of the outstanding aggregate principal amount of all “Equipment Notes” issued under each of the “Indentures” (in each case as defined in the Intercreditor Agreement) held by such Pass Through Trustee.

Section 6.02. Certain Covenants of the Company. The Company covenants and agrees with the Loan Trustee as follows:

(a) Further Assurances. On and after the Closing, the Company will cause to be done, executed, acknowledged and delivered such further acts, conveyances and assurances as the Loan Trustee shall reasonably request for accomplishing the purposes of this Agreement and the other Operative Documents; provided that any instrument or other document so executed by the Company will not expand any obligations or limit any rights of the Company in respect of the transactions contemplated by the Operative Documents.

(b) Filing and Recordation of the Indenture; Registration of International Interests. The Company, at its own expense, will cause the Indenture (with the Indenture Supplement covering the Aircraft attached) to be promptly filed and recorded, or filed for recording, with the FAA to the extent permitted under the Transportation Code and the rules and regulations of the FAA thereunder. In addition, on or prior to the Closing Date, the Company will direct

 

23

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


and, as promptly as reasonably practical, cause the registration of the International Interests (or Prospective International Interests) created under the Indenture (as supplemented by the Indenture Supplement with respect to the Aircraft) to be effected on the International Registry in accordance with the Cape Town Treaty, and shall, as and to the extent applicable, consent to such registration upon the issuance of a request for such consent by the International Registry.

(c) Maintenance of Filings. The Company, at its expense, will take, or cause to be taken, such action with respect to the due and timely recording, filing, re-recording and refiling of the Indenture and any financing statements and any continuation statements or other instruments as are necessary to maintain, so long as the Indenture is in effect, the perfection of the security interests created by the Indenture or will furnish the Loan Trustee timely notice of the necessity of such action, together with such instruments, in execution form, and such other information as may be required to enable the Loan Trustee to take such action. In addition, the Company will pay any and all recording, stamp and other similar taxes payable in the United States, and in any other jurisdiction where the Aircraft is registered, in connection with the execution, delivery, recording, filing, re-recording and refiling of the Indenture or any such financing statements or other instruments. The Company will notify the Loan Trustee of any change in its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) promptly after making such change or in any event within the period of time necessary under applicable law to prevent the lapse of perfection (absent refiling) of financing statements filed under the Operative Documents.

(d) Maintenance of Corporate Existence. The Company shall at all times maintain its corporate existence except as permitted by Section 6.02(e).

(e) Merger; Consolidation; Transfer of Substantially All Assets. 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:

(i) 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, if and to the extent required under Section 1110 in order that the Loan Trustee shall continue to be entitled to any benefits of Section 1110 with respect to the Aircraft, be a Citizen of the United States and a Certificated Air Carrier and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of the due and punctual performance and observance of each covenant and condition of the Operative Documents to which the Company is a party to be performed or observed by the Company;

 

24

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


(ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and

(iii) except in a case where the Company is the surviving Person of any merger or consolidation, the Company shall have delivered to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer of the Company stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.02(e) and that all conditions precedent herein provided relating to such transaction have been complied with.

Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 6.02(e), 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 Agreement and the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If the Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger.

(f) 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.

 

25

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


ARTICLE VII

MISCELLANEOUS

Section 7.01. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices required or permitted under the terms and provisions of this Agreement shall be in English and in writing, and given by registered or certified United States mail, 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), and addressed as follows: (a) if to the Company, WTC, the Loan Trustee, the Subordination Agent or any Pass Through Trustee, to its respective address (including facsimile number) set forth on Schedule I, or (b) if to any subsequent Noteholder, addressed to such Noteholder at its address set forth in the Equipment Note Register maintained pursuant to Section 2.07 of the Indenture.

Any party, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices or communications. Whenever the words “notice” or “notify” or similar words are used herein, they mean the provision of formal notice set forth in this Section 7.01.

Section 7.02. Survival of Indemnities, Covenants and Agreements. The indemnities set forth in Section 4.02 of this Agreement and the confidentiality obligations set forth in Section 5.0l(h) of this Agreement shall survive the making of the loans, the transfer of any interest by any Noteholder of its Equipment Note and the expiration or termination of any Operative Documents (in the case of the indemnities set forth in Section 4.02 of this Agreement, to the extent arising out of acts or events occurring prior to such expiration or termination).

Section 7.03. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND 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.

Section 7.04. Severability. To the extent permitted by applicable law, any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

26

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


Section 7.05. No Oral Modifications or Continuing Waivers; Consents. Subject to Section 9.03 of the Indenture, no terms or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge or termination is sought; provided that no such change, waiver, discharge or termination shall be effective unless a signed copy thereof is delivered to the Loan Trustee.

Section 7.06. Effect of Headings and Table of Contents. The headings of the various Articles and Sections herein and in the Table of Contents are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 7.07. Successors and Assigns. All covenants, agreements, representations and warranties in this Agreement by the Company, by WTC, individually or as Loan Trustee, Subordination Agent or Pass Through Trustee, or by any Noteholder, shall bind and inure to the benefit of and be enforceable by the Company, and subject to the terms of Section 6.02(e), its successors and permitted assigns, each Pass Through Trustee and any successor or other trustee under the Pass Through Trust Agreement to which it is a party, the Subordination Agent and its successor under the Intercreditor Agreement and the Loan Trustee and its successor under the Indenture, whether so expressed or not.

Section 7.08. Benefits of Agreement. Nothing in this Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement, except as provided expressly herein. The Company agrees and acknowledges that the Indemnitees that are not parties to this Agreement are third party beneficiaries of the indemnities by the Company contained in Section 4.02 and that each Liquidity Provider is a third party beneficiary of the Company’s representations and warranties in Section 4.01 and the covenant and agreement of the Company contained in Section 6.02(e), and that such Persons may rely on such indemnities, representations and warranties or covenants and agreements, as the case may be, to the same extent as if such indemnities, representations and warranties or covenants and agreements were made to such Indemnitees or such Liquidity Provider, as the case may be, directly. WTC, generally, and each of the Loan Trustee, the Subordination Agent and each Pass Through Trustee of each Pass Through Trust in existence as of the Closing Date, insofar as relating to each such Person, agrees and acknowledges that each Liquidity Provider is a third party beneficiary of the representations and warranties set forth in Section 5.01, and that such Liquidity Provider may rely on such representations and warranties to the same extent as if such representations and warranties were made to such Liquidity Provider directly.

 

27

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


Section 7.09. Counterparts. This 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 Agreement including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Agreement, but all of such counterparts shall together constitute one instrument.

Section 7.10. Submission to Jurisdiction. Each of the parties hereto, to the extent it may do so under applicable law, for purposes hereof and of all other Operative Documents hereby (a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or permitted assigns and (b) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

Section 7.11. No Petition. Each of the Company, the Loan Trustee, each Pass Through Trustee, the Subordination Agent and any other Noteholder covenants that, (i) until one year and one day after the Series AA Equipment Notes have been paid in full, it shall not acquiesce, petition or otherwise invoke or cause or join in invoking or causing the Class AA Pass Through Trust or any other Person to invoke the process of any governmental authority for the purpose of commencing or sustaining a case (whether voluntary or not) against the Class AA Pass Through Trust under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Class AA Pass Through Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Class AA Pass Through Trust, (ii) until one year and one day after the Series A Equipment Notes have been paid in full, it shall not acquiesce, petition or otherwise invoke or cause or join in invoking or causing the Class A Pass Through Trust or any other Person to invoke the process of any governmental authority for the purpose of commencing or sustaining a case (whether voluntary or not) against the Class A Pass Through Trust under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Class A Pass Through Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of the Class A Pass Through Trust and (iii) if any Additional Series Equipment Notes of any series shall have been issued, until one year and one day after such Additional Series Equipment Notes have been paid in full, it shall not acquiesce, petition or otherwise invoke or cause or join in invoking or causing the related Additional Series Pass Through Trust or any other Person to invoke the process of any governmental authority for the purpose of commencing or sustaining a case (whether voluntary or not) against such Additional Series Pass Through Trust under any

 

28

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Additional Series Pass Through Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of such Additional Series Pass Through Trust.

Section 7.12. Section 1110. It is the intention of each of the Company, the Noteholders (such intention being evidenced by each of their acceptance of an Equipment Note), the Loan Trustee and the other parties hereto that the security interest created by the Indenture, to the fullest extent available under applicable law, entitles the Loan Trustee, on behalf of the Noteholders, to all of the benefits of Section 1110 with respect to the Aircraft, Airframe, Engines and Parts.

Section 7.13. No Waiver. To the extent permitted by applicable law, no failure on the part of any party hereto to exercise, and no delay by any party hereto in exercising, any of its respective rights, powers, remedies or privileges under this Agreement or provided at law, in equity or otherwise shall impair, prejudice or constitute a waiver of any such right, power, remedy or privilege or be construed as a waiver of any breach hereof or default hereunder or as an acquiescence therein nor shall any single or partial exercise of any such right, power, remedy or privilege preclude any other or further exercise thereof by it or the exercise of any other right, power, remedy or privilege by it. To the extent permitted by applicable law, no notice to or demand on any party hereto in any case shall, unless otherwise required under this Agreement, entitle such party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any party hereto to any other or further notice, in any circumstances without notice or demand.

Section 7.14. Further Assurances. Each party hereto shall 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, including, without limitation, making or consenting to registrations (or discharges thereof, as appropriate) with respect to the Indenture on the International Registry and appointing Daugherty, Fowler, Peregrin, Haught & Jenson, a Professional Corporation, as its “professional user entity” (as defined in the Cape Town Treaty) to make or consent to any registrations (or discharges thereof, as appropriate) on the International Registry with respect to the Airframe or any Engine, in any case, as any other party hereto shall reasonably request in connection with the administration of, or to carry out more effectively the purposes of, or to better assure and confirm to such other party the rights and benefits to be provided under this Agreement, the other Operative Documents and the Pass Through Documents.

[Signature Pages Follow.]

 

29

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


IN WITNESS WHEREOF, the parties hereto have caused this Participation Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

 

AMERICAN AIRLINES, INC.
By:    
  Name:
  Title:

WILMINGTON TRUST COMPANY,

as Pass Through Trustee under each of the Pass Through Trust Agreements

By:    
  Name:
  Title:

WILMINGTON TRUST COMPANY,

as Subordination Agent

By:    
  Name:
  Title:

WILMINGTON TRUST COMPANY,

as Loan Trustee

By:

   
  Name:
  Title:

 

[Signature Page to Participation Agreement 2016-3 EETC]

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


WILMINGTON TRUST COMPANY,

in its individual capacity solely as expressly set forth herein

By:    
  Name:
  Title:

 

[Signature Page to Participation Agreement 2016-3 EETC]

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


SCHEDULE I to

PARTICIPATION AGREEMENT

CERTAIN TERMS

 

Aircraft Model:    [Model]
U.S. Registration Number:    [Reg. No.]
Manufacturer’s Serial Number:    [msn]
Purchase Agreement:    Purchase Agreement” means [Purchase Agreement No. 1977, dated October 31, 1997, which incorporates by reference the Aircraft General Terms Agreement (AGTA-AAL), dated as of October 31, 1997, between The Boeing Company and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms]4 [Purchase Agreement No. 3219, dated February 1, 2013, which incorporates by reference the Aircraft General Terms Agreement (AGTA-AAL), dated as of October 31, 1997, between The Boeing Company and the Company, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms]5 [the A320 Family Aircraft Purchase Agreement, dated as of July 20, 2011, between Airbus S.A.S. and American Airlines, Inc., as amended, supplemented or otherwise modified from time to time in accordance with its terms]6 [Purchase Agreement COM0456-13 dated December 12, 2013, between the Company and Embraer S.A., as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms] 7.

 

4  To be inserted for Boeing 737-823 aircraft.
5  To be inserted for Boeing 787-9 aircraft.
6  To be inserted for Airbus A321 aircraft.
7  To be inserted for Embraer ERJ 175 LR aircraft.

 

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


Warranty Rights:    Warranty Rights” means [all right and interest of the Company in, to and under Parts 1, 2, 3, 4 and 6 of the Product Assurance Document (as defined in the Purchase Agreement), but only to the extent the same relate to continuing rights of the Company in respect of any warranty or indemnity, express or implied, pursuant to the Product Assurance Document with respect to the Airframe, it being understood that the Warranty Rights exclude any and all other right, title and interest of the Company in, to and under the Purchase Agreement and that the Warranty Rights and the grant of a security interest therein are subject to the terms of the Manufacturer’s Consent]8 [all right and interest of the Company in to and under the warranty rights given by the Manufacturer in respect of the Airframe to the Company pursuant to clause 12 (Warranties and Service Life Policy) and clause 13 (Patent and Copyright Indemnity) of the Purchase Agreement, including all post-delivery rights in respect thereof insofar as they relate to the Airframe, in each case, as are specifically set forth in the Manufacturer Consent and as are and remain available on the date hereof, it being understood that the Warranty Rights exclude any and all other right, title and interest of the Company, in, to and under the Purchase Agreement and that the Warranty Rights and the grant of a security interest therein are subject to the terms of the

 

8  To be inserted for Boeing 737-823 and 787-9 aircraft.

 

Sch. I - 2

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


   Manufacturer’s Consent]9 [all right and interest of the Company in, to and under the warranty rights given by the Manufacturer in respect of the warranties and agreements of Manufacturer under the Purchase Agreement identified in Exhibit 1 to the Manufacturer’s Consent with respect to the Aircraft, it being understood that the Warranty Rights exclude any and all other right, title and interest of the Company in, to and under the Purchase Agreement and that the Warranty Rights and the grant of a security interest therein are subject to the terms of the Manufacturer’s Consent]10.

 

 

 

 

9  To be inserted for Airbus A321 aircraft.
10  To be inserted for Embraer ERJ 175 LR aircraft.

 

Sch. I - 3

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


Addresses for Notices and Account Details

 

The Company:

American Airlines, Inc.

  

American Airlines, Inc.

4333 Amon Carter Boulevard

Mail Drop 5662

Fort Worth, Texas 76155

Reference: American Airlines

2016-3 EETC

Attention: Treasurer

Telephone: ###

Facsimile: ###

  

Bank: JPMorgan Chase

ABA No.: ###

Account No.: ###

For credit to American Airlines

Reference: American Airlines 2016-3 EETC

WTC:

Wilmington Trust Company

  

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

Attention: ###

Reference: American Airlines

2016-3 EETC

Telephone: ###

Facsimile: ###

  

Bank: Wilmington Trust Company

Wilmington, Delaware

ABA No.: ###

Account No.: ###

Attention: Corporate Trust Administration

Reference: American Airlines

2016-3 EETC

Loan Trustee:

Wilmington Trust Company

  

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

Attention: ###

Reference: American Airlines

2016-3 EETC

Telephone: ###

Facsimile: ###

  

Bank: Wilmington Trust Company

Wilmington, Delaware

ABA No.: ###

Account No.: ###

Attention: Corporate Trust Administration

Reference: American Airlines

2016-3 EETC

Class AA Trustee:

Wilmington Trust Company

  

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

Attention: ###

Reference: American Airlines

2016-3 EETC AA

Telephone: ###

Facsimile: ###

  

Bank: Wilmington Trust Company

Wilmington, Delaware

ABA No.: ###

Account No.: [ __ ]

Attention: Corporate Trust Administration

Reference: American Airlines

2016-3 EETC AA

 

Sch. I - 4

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


Class A Trustee:

Wilmington Trust Company

  

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

Attention: ###

Reference: American Airlines

2016-3 EETC A

Telephone: ###

Facsimile: ###

  

Bank: Wilmington Trust Company

Wilmington, Delaware

ABA No.: ###

Account No.: [ __ ]

Attention: Corporate Trust Administration

Reference: American Airlines

2016-3 EETC A

Subordination Agent:

Wilmington Trust Company

  

Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890

Attention: ###

Reference: American Airlines

2016-3 EETC

Telephone: ###

Facsimile: ###

  

Bank: Wilmington Trust Company

Wilmington, Delaware

ABA No: ###

Account No.: [ __ ]

Attention: Corporate Trust Administration

Reference: American Airlines

2016-3 EETC

 

Sch. I - 5

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


SCHEDULE II to

PARTICIPATION AGREEMENT

EQUIPMENT NOTES,

PURCHASERS AND ORIGINAL PRINCIPAL AMOUNTS

 

Purchaser

 

Description of Equipment
Notes

 

Maturity

 

Interest Rate

 

Original

Principal Amount11

American Airlines

Pass Through Trust 2016-3AA

 

Series 2016-3AA

[Reg. No.]

Equipment Note[s]

  October 15, 2028   3.00%   $[ __ ]

American Airlines

Pass Through Trust 2016-3A

 

Series 2016-3A

[Reg. No.]

Equipment Note[s]

  October 15, 2028   3.25%   $[ __ ]

 

 

11  For each Series, to insert the amount set forth for such Series in the line captioned “At Issuance” in the “Equipment Note Ending Balance” column for such Series relating to the relevant aircraft in Appendix V to the Prospectus Supplement relating to American Airlines Pass Through Certificates, Series 2016-3 Class AA and Class A.

 

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


SCHEDULE III to

PARTICIPATION AGREEMENT

TRUST SUPPLEMENTS

Trust Supplement No. 2016-3AA, dated as of the Issuance Date, between the Company and the Pass Through Trustee in respect of American Airlines Pass Through Trust 2016-3AA.

Trust Supplement No. 2016-3A, dated as of the Issuance Date, between the Company and the Pass Through Trustee in respect of American Airlines Pass Through Trust 2016-3A.

 

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


EXHIBIT A to

PARTICIPATION AGREEMENT

FORM OF OPINION OF

SPECIAL COUNSEL FOR THE COMPANY

[Attached.]

 

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


   53rd at Third   
   885 Third Avenue   
   New York, New York 10022-4834
   Tel: +1.212.906.1200 Fax: +1.212.751.4864
   www.lw.com   
LOGO    FIRM /AFFILIATE OFFICES
   Barcelona    Moscow
   Beijing    Munich
   Boston    New Jersey
   Brussels    New York
   Century City    Orange County

[                ], 2016

   Chicago    Paris
   Dubai    Riyadh
   Düsseldorf    Rome
   Frankfurt    San Diego

DRAFT

   Hamburg    San Francisco
   Hong Kong    Shanghai
   Houston    Silicon Valley
   London    Singapore
   Los Angeles    Tokyo
   Madrid    Washington, D.C.
   Milan   
   File No. 046817-0544

To the Persons Listed on Schedule A

 

  Re: Mortgage of [Aircraft Manufacturer] Model [    ] Aircraft with Manufacturer’s Serial Number [MSN] and U.S. Registration Number N[REG]

Ladies and Gentlemen:

We have acted as special New York counsel to American Airlines, Inc., a Delaware corporation (the “Company”), in connection with the transactions contemplated by the Participation Agreement, dated as of [                ], 201[    ] (the “Participation Agreement”), among the Company, as owner, and Wilmington Trust Company, as loan trustee under the Indenture (as defined below) (in such capacity, the “Loan Trustee”), as subordination agent under the Intercreditor Agreement (in such capacity, the “Subordination Agent”), and as pass through trustee under the Pass Through Trust Agreements (in such capacity, the “Pass Through Trustee”).

This letter is furnished pursuant to Section 3.01(g) of the Participation Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Indenture and Security Agreement, dated as of [                ], 201[    ] (the “Indenture”), between the Company and the Loan Trustee.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter, except where a specified fact confirmation procedure is stated to have been performed (in which case we have with your consent performed the stated procedure). We have examined, among other things, the following:

 

  a. the Participation Agreement;

 

  b. the Indenture;


[                    ], 2016

Page 2

 

LOGO

 

  c. the Indenture and Security Agreement Supplement (N[    ]) No. 1, dated as of [                ], 201[    ] (the “Indenture Supplement”), between the Company and the Loan Trustee;

 

  d. the Equipment Notes (the “Equipment Notes”) in the form set forth in the Indenture;

 

  e. the Manufacturer’s Consent (as defined in the Indenture);

 

  f. the agreements listed in Exhibit A attached hereto (the “Specified Agreements”);

 

  g. the Amended and Restated Certificate of Incorporation of the Company as certified by the Secretary of State of the State of Delaware as of [                ], 201[    ] and the Amended and Restated By-Laws of the Company as certified by the Assistant Corporate Secretary of the Company as in effect on the date hereof (collectively, the “Company Governing Documents”) and certain resolutions of the Board of Directors of the Company and a committee thereof; and

 

  h. a photocopy of the UCC-1 financing statement naming the Company as debtor and the Loan Trustee as secured party, together with all schedules and exhibits to such financing statement, to be filed in the Office of the Secretary of State of the State of Delaware (the “Delaware Filing Office”), a copy of which is attached hereto as Exhibit B (the “Delaware Financing Statement”).

The documents described in subsections (a) – (d) above are referred to herein collectively as the “Operative Documents.” As used in this letter, the “NY UCC” shall mean the Uniform Commercial Code as now in effect in the State of New York. As used in this letter, “Applicable UCC” shall mean the NY UCC and/or the Delaware UCC (as defined below), as applicable.

Except as otherwise stated herein, as to factual matters we have, with your consent, relied upon the foregoing, and upon oral and written statements and representations of officers and other representatives of the Company and others, including the representations and warranties of the Company in the Operative Documents, and the translations of documents not originally in the English language. We have not independently verified such factual matters.

In our examination, we have assumed the genuineness of all signatures, including any endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies and the authenticity of the originals of such copies.

We are opining as to the effect on the subject transaction only of the federal laws of the United States, the internal laws of the State of New York, in numbered paragraph 6 of this letter, the Delaware UCC (as defined below), and in numbered paragraphs 1, 2(i), 2(iii), 3 and 4 of this letter, the General Corporation Law of the State of Delaware (the “DGCL”). We express no


[                    ], 2016

Page 3

 

LOGO

 

opinion with respect to the applicability to the opinions expressed herein, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. With your permission, we have based our opinions set forth in numbered paragraph 6 of this letter exclusively upon our review of Article 9 of the Uniform Commercial Code of the State of Delaware as set forth in the webpage http://delcode.delaware.gov/ without regard to judicial interpretations thereof or any regulations promulgated thereunder or any other laws of the State of Delaware (the “Delaware UCC”).

Except as otherwise stated herein, our opinions herein are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to borrowers in secured financings. We express no opinion as to any state or federal laws or regulations applicable to the subject transactions because of the legal or regulatory status of any parties to the Operative Documents or the legal or regulatory status of any of their affiliates. Various issues pertaining to regulatory matters with respect to the Company are addressed in the opinion of Pillsbury Winthrop Shaw Pittman LLP, separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters. We express no opinion as to the Federal Aviation Act (the “Act”) or the rules and regulations promulgated thereunder or, except as provided in numbered paragraph 7 below, the Cape Town Convention (as defined in the Cape Town Convention on International Interests in Mobile Equipment and the related Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, as in effect in the United States; collectively, the “Convention”).

Subject to the foregoing and the other matters set forth herein, as of the date hereof:

 

  1. The Company is a corporation under the DGCL with corporate power and authority to enter into the Operative Documents and perform its obligations thereunder. With your consent, based solely on certificates from public officials, we confirm that the Company is validly existing and in good standing under the laws of the State of Delaware.

 

  2. The execution and delivery of the Participation Agreement, the Indenture, the Indenture Supplement and the Manufacturer’s Consent, the issuance of the Equipment Notes pursuant to the Indenture, as supplemented by the Indenture Supplement, and the payment of the indebtedness of the Company thereunder do not on the date hereof:

 

  (i) violate the provisions of the Company Governing Documents;

 

  (ii) result in the breach of or a default under any of the Specified Agreements; or


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  (iii) require any consents, approvals, or authorizations to be obtained by the Company from, or any registrations, declarations or filings to be made by the Company with, any governmental authority under any federal or New York statute, rule or regulation applicable to the Company or the DGCL except filings and recordings required in order to perfect or otherwise protect the security interests under the Indenture, as supplemented by the Indenture Supplement.

 

  3. Each of the Operative Documents other than the Equipment Notes has been duly authorized by all necessary corporate action of the Company, has been duly executed and delivered by the Company, and constitutes a legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

 

  4. The Equipment Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of the Indenture and delivered and paid for in accordance with the terms of the Note Purchase Agreement, will constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

  5. The Indenture, as supplemented by the Indenture Supplement, creates a valid security interest in favor of the Loan Trustee for the benefit of the Equipment Note holders, Indenture Indemnitees and Related Indenture Indemnitees in that portion of the collateral described in the section entitled “Granting Clause” under the Indenture in which the Company has rights and a valid security interest may be created under Article 9 of the NY UCC (the “UCC Collateral”).

 

  6. The Delaware Financing Statement is in appropriate form for filing in the Delaware Filing Office. Upon the proper filing of the Delaware Financing Statement in the Delaware Filing Office, the security interest in favor of the Loan Trustee for the benefit of the Equipment Note holders, Indenture Indemnitees and Related Indenture Indemnitees in the Company’s rights in the UCC Collateral granted under the related Indenture and described in the Delaware Financing Statement will be perfected to the extent a security interest in such UCC Collateral can be perfected under the Delaware UCC by the filing of a financing statement in that office.

 

  7. The Indenture, together with the Indenture Supplement, is effective to create an “international interest” in the Airframe (as defined in the Indenture and described in the Indenture Supplement, the “Airframe”) and the Engines (as defined in the Indenture and described in the Indenture Supplement, the “Engines”; the Airframe and the Engines, collectively, the “Aircraft”) that are properly described in the Indenture Supplement.

 

  8.

The Loan Trustee will be entitled to the benefits of Section 1110 of the federal Bankruptcy Code with respect to the UCC Collateral that consist of the Airframe and Engines that were first placed in service after October 22, 1994 and all


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  records and logs maintained with respect to such Airframe and Engines that are required to be surrendered or returned by the Company in connection with the return or surrender of such Airframe and Engines, in each case, if the Company were to become a debtor in a case under Chapter 11 of the federal Bankruptcy Code.

Except as expressly set forth in numbered paragraphs 5 and 6, we do not express any opinion with respect to the creation, validity, attachment, perfection or priority of any security interest or lien or the effectiveness of any sale or other conveyance or transfer of real or personal property. The opinions above do not include any opinions with respect to compliance with laws relating to permissible rates of interest.

Our opinions are subject to:

 

  a. except with respect to numbered paragraph 8 above, the effects of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors;

 

  b. the effects of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith, fair dealing and the discretion of the court before which a proceeding is brought;

 

  c. the invalidity under certain circumstances under law or court decisions of provisions for the indemnification or exculpation of or contribution to a party with respect to a liability where such indemnification, exculpation or contribution is contrary to public policy; and

 

  d.

we express no opinion with respect to (i) consents to, or restrictions upon, governing law (except for the validity under the laws of the State of New York, but subject to mandatory choice of law rules and constitutional limitations, of provisions in the Operative Documents which expressly choose New York as the governing law for such Operative Documents), jurisdiction (except for the validity under the laws of the State of New York, but subject to mandatory jurisdiction rules and constitutional limitations, of provisions in the Operative Documents which expressly provide for submission to the non-exclusive jurisdiction of New York state courts), venue, service of process, arbitration, remedies or judicial relief; (ii) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (iii) waivers of broadly or vaguely stated rights; (iv) covenants not to compete; (v) provisions for exclusivity, election or cumulation of rights or remedies; (vi) provisions authorizing or validating conclusive or discretionary determinations; (vii) grants of setoff rights; (viii) provisions to the effect that a guarantor is liable as a primary obligor, and not as a surety, and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation;


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  (ix) provisions for the payment of attorneys’ fees where such payment is contrary to law or public policy; (x) proxies and powers of attorney; (xi) except as set forth in numbered paragraph 2(ii) of this letter, provisions prohibiting, restricting, or requiring consent to assignment or transfer of any agreement, right or property; (xii) provisions for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (xiii) provisions permitting, upon acceleration of any indebtedness, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; (xiv) any provision of the Operative Documents to the extent that such provision refers to, incorporates or is based upon the law of any jurisdiction other than the State of New York or the United States; and (xv) the severability, if invalid, of provisions to the foregoing effect.

We express no opinion or confirmation as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, fiduciary duty requirements, federal aviation laws (including Title 49, United States Code, “Transportation,” and any laws relating to the particular nature of the Aircraft other than, with respect to numbered paragraph 7 only, the Convention and, with respect to numbered paragraph 8 only, Section 1110 of the federal Bankruptcy Code) or regulations, pension or employee benefit laws, usury laws, environmental laws, margin regulations, laws and regulations relating to commodities trading, futures and swaps, Financial Industry Regulatory Authority rules, National Futures Association rules, or the rules of any stock exchange, clearing organization, designated contract market or other regulated entity for trading, processing, clearing or reporting transactions in securities, commodities, futures or swaps, export control, anti-money laundering, and anti-terrorism laws and regulations (without limiting other laws or rules excluded by customary practice).

Without limiting the generality of the foregoing, the opinions expressed above are also subject to our assumption that any conditions to the effectiveness of the Operative Documents have been satisfied or waived.

Our opinions expressed herein with respect to the Operative Documents address only the express terms of such documents (excluding any provisions incorporating any document or agreement, or the provisions of any other document or agreement, that is not an Operative Document, by reference) and not any other document or agreement, or the provisions of such other document or agreement, incorporated therein or made a part thereof by reference.

The opinions set forth above are also subject to (i) the unenforceability of contractual provisions waiving or varying the rules listed in Section 9-602 of the Applicable UCC and, (ii) the unenforceability under certain circumstances of contractual provisions respecting self-help or summary remedies without notice of or opportunity for hearing or correction.

Insofar as our opinions require interpretation of the Specified Agreements, with your consent, (i) we have assumed that all courts of competent jurisdiction would enforce such agreements in accordance with their plain meaning, (ii) we express no opinion with respect to a


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breach or default under any Specified Agreement that would occur only upon the happening of a contingency, and (iii) we express no opinion with respect to any matters which require the performance of a mathematical calculation or the making of a financial or accounting determination.

Our opinion in numbered paragraph 5 above is limited to Article 9 of the NY UCC and our opinion in numbered paragraph 6 above is limited to Article 9 of the Delaware UCC and therefore those opinion paragraphs, among other things, do not address collateral of a type not subject to, or excluded from the coverage of, Article 9 of the NY UCC or Article 9 of the Delaware UCC, as applicable.

Additionally,

 

  (1) We express no opinion with respect to the priority of any security interest or lien.

 

  (2) We express no opinion with respect to the perfection of the security interest in any property, including, without limitation, the Airframe and Engines, subject to a statute, regulation or treaty of the United States whose requirements for a security interest’s obtaining priority over the rights of a lien creditor with respect to the property preempt Section 9-310(a) of the Applicable UCC.

 

  (3) We express no opinion with respect to any agricultural lien or any collateral that consists of letter-of-credit rights, commercial tort claims, goods covered by a certificate of title, claims against any government or governmental agency, consumer goods, crops growing or to be grown, timber to be cut, goods which are or are to become fixtures, as-extracted collateral or cooperative interests.

 

  (4) We assume the descriptions of collateral contained in, or attached as schedules to, the Indenture, as supplemented by the Indenture Supplement, and any Delaware Financing Statements accurately and sufficiently describe the collateral intended to be covered by such documents or such Delaware Financing Statements; provided, that we make no such assumption as to the sufficiency of any collateral described solely by a type of collateral defined in Article 9 of the Applicable UCC.

 

  (5) We have assumed that each grantor of any security interest has, or with respect to after-acquired property will have, rights in the collateral granted by it or the power to transfer rights in such collateral, and that each such grantor has received value, and express no opinion as to the nature or extent of any grantor’s rights in any of the collateral and we note that with respect to any after-acquired property, the security interest will not attach or be perfected until the applicable grantor acquires such rights or power.

 

  (6) We call to your attention the fact that a security interest in “proceeds” (as defined in the Applicable UCC) of collateral is governed and restricted by Section 9-315 of the Applicable UCC.


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  (7) We have assumed that the exact legal name of the Company is as set forth in the copy of the organizational documents certified by the Delaware Secretary of State, and we have also assumed the accuracy of the other factual information set forth on the Delaware Financing Statements.

 

  (8) We call to your attention that Section 552 of the federal Bankruptcy Code limits the extent to which property acquired by a debtor after the commencement of a case under the federal Bankruptcy Code may be subject to a security interest arising from a security agreement entered into by the debtor before the commencement of such case.

 

  (9) We express no opinion with respect to any goods which are accessions to, or commingled or processed with, other goods to the extent that the security interest is limited by Section 9-335 or 9-336 of the Applicable UCC.

 

  (10) We express no opinion as to the security interest of the Loan Trustee in any UCC Collateral that is described by way of reference to any supplement to the Indenture other than the Indenture Supplement.

 

  (11) We call to your attention that a security interest or lien may not attach or become enforceable or be perfected as to contracts, licenses, permits, equity interests or other property that are not assignable under applicable law, or are subject to consent requirements or contractual or other prohibitions or restrictions on assignment, except to the extent that any such prohibitions, restrictions or consent requirements may be rendered ineffective to prevent the attachment of the security interest pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Applicable UCC; and we note that the extent of any security interest created in reliance on such provisions of the Applicable UCC may be limited.

 

  (12) We express no opinion as to the enforceability of any provision of any Operative Document purporting to agree to the classification or type of any property for purposes of the Applicable UCC.

 

  (13) We express no opinion with respect to the security interest of the Loan Trustee for the benefit of any secured party except to the extent that the Loan Trustee has been duly appointed as agent for such persons.

 

  (14) We express no opinion as to any Airframes or Engines not described in the Indenture Supplement.

Our opinion in numbered paragraph 7 above is limited to the Convention and is also subject to the following additional exceptions, qualifications and limitations:

 

  (1)

The opinions given herein are based upon the English language version of the Convention as in effect on the date hereof in the United States. The Convention came into force on March 1, 2006. As at the date hereof, there is no applicable


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  judicial precedent in the United States known to us concerning the Convention. In rendering any opinion on the Convention, we are basing our opinions on our reading of the Convention as in effect on the date hereof in the United States, without the benefit of judicial precedent or customary practices and procedures. We note that other jurisdictions signatory to the Convention may have made declarations as to the effectiveness of certain provisions that are different than the declarations as to such provisions made by the United States and this opinion is limited to the Convention as in effect in the United States.

 

  (2) We have further assumed that the Airframe and Engines constituting the Aircraft are correctly identified and described by manufacturer’s serial number, name of manufacturer and model designation for purposes of the registrations under the Convention.

 

  (3) We have assumed that at the time the Indenture (together with the Indenture Supplement with respect to the Aircraft) was executed, for purposes of Article 3 of the Convention, the Company was “situated” in the United States.

 

  (4) We have assumed that for purposes of Article 7 of the Convention, the Company has the “power to dispose” of the Airframe and the Engines comprising the Aircraft.

 

  (5) Except as expressly stated in the opinions above, no opinion is rendered herein as to the registration, validity, perfection, priority or enforceability of the “international interest” created by the Indenture (together with the Indenture Supplement with respect to the Aircraft) with respect to the Aircraft or as to recognition of the perfection of such interests as against third parties in any legal proceeding outside the United States.

 

  (6) We have assumed that the Airframe and the Engines constitute “Aircraft Objects” within the meaning of the Convention and are not used in military, customs or police services.

 

  (7) We have assumed that the Indenture (together with the Indenture Supplement with respect to the Aircraft) enables the obligations secured by the collateral described in the Indenture (together with the Indenture Supplement with respect to the Aircraft) to be identified within the meaning of the Convention.

With your consent, except to the extent that we have expressly opined as to such matters with respect to the Company herein, we have assumed that, (a) the Operative Documents (other than the Equipment Notes) have been duly authorized, executed and delivered by the parties thereto, (b) the Operative Documents constitute legally valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their respective terms, (c) the Airframe is an “aircraft” as defined in Section 40102 of the Act and that the Engines are “aircraft engines” as defined in Section 40102 of the Act, (d) the Company is an “air carrier” within the meaning of Title 49 operating under a certificate issued pursuant to Chapter 447 of the


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Act for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo, is a “citizen of the United States” as such term is defined in Section 40102 of the Act and holds all authority, necessary licenses and certificates under the Act and the rules and regulations promulgated thereunder necessary for the conduct of its business and to perform its obligations under the Operative Documents to which it is a party and (e) the status of the Operative Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This letter is furnished only to you and is solely for your benefit in connection with the transactions referenced in the first paragraph of this letter. This letter may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to or relied upon by any other person, firm or entity for any purpose, without our prior written consent, which may be granted or withheld in our sole discretion. In addition, we hereby consent to your furnishing a copy of this letter: (i) to governmental regulatory agencies having jurisdiction over any person permitted to rely on this letter, (ii) to attorneys as needed in connection with any legal action arising out of the transactions contemplated by the Indenture to which a person permitted to rely on this letter is a party, and (iii) as required by any order of, or in connection with any proceeding of, any court or governmental authority; provided, however, that no such person shall be entitled to rely on this letter.

Very truly yours,

DRAFT


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Schedule A

Morgan Stanley & Co. LLC

1585 Broadway

New York, NY 10036

Goldman, Sachs & Co.

200 West Street

New York, NY 10282

Citigroup Global Markets Inc.

388 and 390 Greenwich Street

New York, NY 10013

Credit Suisse Securities (USA) LLC

11 Madison Avenue

New York, NY 10010

Deutsche Bank Securities Inc.

60 Wall Street, 44th Floor

New York, NY 10005

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, NY 10036

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

BNP Paribas Securities Corp.

787 7th Avenue

New York, NY 10019

Credit Agricole Securities (USA) Inc.

1301 Avenue of the Americas

New York, NY 10019

ICBC Standard Bank Plc

725 Fifth Avenue, 20th Floor

New York, NY 10022


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U.S. Bancorp Investments, Inc.

214 N. Tryon St. 26th Floor

Charlotte, NC 28202

Wilmington Trust Company, individually, as Loan Trustee, as Subordination Agent, as Paying Agent, and as Pass Through Trustee

1100 N. Market Street

Wilmington, Delaware 19890-1605

KfW IPEX-Bank GmbH

Aviation, X2b, KV 27866

Palmengartenstraße 5-9

60325 Frankfurt am Main

Germany

Citibank, N.A. – Agency & Trust, as Depositary

480 Washington Blvd., 18th Floor

Jersey City, NJ 07310

Wilmington Trust, National Association, as Escrow Agent

1100 N. Market Street

Wilmington, Delaware 19890-1605

Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business

55 Water Street

New York, New York 10041

Moody’s Investors Service, Inc.

250 Greenwich Street

New York, New York 10007


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EXHIBIT A

SPECIFIED AGREEMENTS1

Credit and Guaranty Agreement, dated as of April 29, 2016, by and among American Airlines, Inc., as the borrower, American Airlines Group Inc., as parent and guarantor, the lenders party thereto, Barclays Bank PLC, as administrative agent and collateral agent, Barclays Bank PLC, Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, Industrial and Commercial Bank of China Limited, New York Branch and U.S. Bank National Association, as joint lead arrangers and bookrunners, Barclays Bank PLC, Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as syndication agents, and BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, Industrial and Commercial Bank of China Limited, New York Branch and U.S. Bank National Association, as documentation agents.

Loan Agreement, dated May 23, 2013, among US Airways, Inc., as borrower, certain affiliates of US Airways, Inc. party to the agreement from time to time, Citicorp North America, Inc., as administrative agent, the lenders party to the agreement from time to time, Citigroup Global Markets Inc., as joint lead arranger and joint bookrunner, Barclays Bank PLC, as joint lead arranger, joint bookrunner and syndication agent, Morgan Stanley Senior Funding, Inc., as joint bookrunner and documentation agent and Goldman Sachs Bank USA, as joint bookrunner and documentation agent, as amended by Joinder to Loan Agreement, dated as of December 9, 2013, by American Airlines Group Inc. and American Airlines, Inc., Amendment No. 1, dated as of January 16, 2014, and Assumption Agreement, dated as of December 30, 2015, among American Airlines Group Inc., American Airlines, Inc. and Citicorp North America, as administrative agent, in which American Airlines Group Inc. assumed the obligations of US Airways Group as a guarantor and American Airlines, Inc. assumed the obligations of US Airways, Inc. as borrower.

Credit and Guaranty Agreement, dated as of June 27, 2013, as amended and restated pursuant to that certain First Amendment and Restatement Agreement dated as of May 21, 2015 and as amended pursuant to that certain First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of October 26, 2015, among American Airlines, Inc., as the borrower, American Airlines Group Inc. (f/k/a as AMR Corporation), as parent and guarantor, US Airways Group, Inc. and US Airways, Inc., as guarantors, the lenders party thereto from time to time, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Credit

 

1 

To be updated at time of delivery of opinion


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Suisse Securities (USA) LLC, Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., BNP Paribas Securities Corp. and Crédit Agricole Corporate and Investment Bank, as joint lead arrangers and bookrunners, Deutsche Bank Securities, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as syndication agents and Crédit Agricole Corporate and Investment Bank and BNP Paribas Securities Corp., as documentation agents.

Credit and Guaranty Agreement, dated as of October 10, 2014, as amended and restated pursuant to that certain First Amendment and Restatement Agreement dated as of April 20, 2015 and as amended pursuant to that certain First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of October 26, 2015, by and among American Airlines, Inc., as the borrower, American Airlines Group Inc., as parent and guarantor, US Airways Group, Inc. and US Airways, Inc., as guarantors, the lenders party thereto, Citibank N.A., as administrative agent and collateral agent, Citigroup Global Markets Inc., as left lead arranger, Citigroup Global Markets Inc., Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., BNP Paribas Securities Corp. and Crédit Agricole Corporate and Investment Bank as joint lead arrangers and bookrunners, Citigroup Global Markets Inc., Bank of America, N.A., Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC and Morgan Stanley Senior Funding, Inc., as syndication agents, and Crédit Agricole Corporate and Investment Bank and BNP Paribas Securities Corp., as documentation agents.

Indenture, dated as of May 24, 2013, between US Airways Group, Inc. and Wilmington Trust, National Association, as trustee, as supplemented by First Supplemental Indenture, dated as of May 24, 2013, among US Airways Group, Inc., US Airways, Inc. and Wilmington Trust, National Association, as trustee, Second Supplemental Indenture, dated as of December 9, 2013, among US Airways Group, Inc., US Airways, Inc., American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, and Third Supplemental Indenture, dated as of December 30, 2015, among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, governing the 6.125% Senior Notes due 2018, including the Form of 6.125% Senior Notes due 2018.

Indenture, dated as of September 25, 2014, between American Airlines Group Inc., American Airlines, Inc., US Airways Group, Inc., US Airways, Inc. and Wilmington Trust, National Association, as trustee, as supplemented by First Supplemental Indenture, dated as of December 30, 2015, among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, governing the 5.50% Senior Notes due 2019, including the Form of 5.50% Senior Notes due 2019.

Indenture, dated as of March 5, 2015, between American Airlines Group Inc., American Airlines, Inc., US Airways Group, Inc., US Airways, Inc. and Wilmington Trust, National Association, as trustee, as supplemented by First Supplemental Indenture, dated as of December 30,


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2015, among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, governing the 4.625% Senior Notes due 2020, including the Form of 4.625% Senior Notes due 2020.

Purchase Agreement No. 1977, dated as of October 31, 1997, between The Boeing Company, as seller, and American Airlines, Inc., as buyer (relating to Boeing Model 737 Aircraft), as amended, supplemented or otherwise modified.

Purchase Agreement No. 3219, dated as of February 1, 2013, between The Boeing Company, as seller, and American Airlines, Inc., as buyer (relating to Boeing Model 787 Aircraft), as amended, supplemented or otherwise modified.

A320 Family Aircraft Purchase Agreement, dated as of July 20, 2011, between Airbus S.A.S., as seller, and American Airlines, Inc., as buyer, as amended, supplemented or otherwise modified.

Purchase Agreement COM0456-13, dated as of December 12, 2013, between Embraer S.A. and American Airlines, Inc. (related to Embraer Model 175 LR Aircraft), as amended, supplemented or otherwise modified.

DOT Agreement (incorporated by reference to Exhibit 10.5 to AMR’s Current Report on Form 8-K filed on November 13, 2013).


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EXHIBIT B

DELAWARE FINANCING STATEMENT


EXHIBIT B to

PARTICIPATION AGREEMENT

FORM OF OPINION OF

SPECIAL COUNSEL FOR THE LOAN TRUSTEE, THE PASS THROUGH

TRUSTEES, THE SUBORDINATION AGENT AND WTC

[Attached.]

 

Participation Agreement

(American Airlines 2016-3 Aircraft EETC)

[Reg. No.]


[                ], 201[_]

To Each of the Parties Listed

on Schedule A Hereto

 

  Re: American Airlines, Inc.—Financing of One [Airbus] [Boeing]
       [Embraer] Model [            ] Aircraft Bearing Manufacturer’s
       Serial Number [            ]

Ladies and Gentlemen:

We have acted as counsel to Wilmington Trust Company, a Delaware trust company (“WTC”), in connection with the Indenture and Security Agreement ([            ]), dated as of [                ], 201[_] (the “Indenture”), among WTC as Loan Trustee (the “Loan Trustee”), and American Airlines, Inc. (the “Owner”). Pursuant to the Participation Agreement ([            ]), dated as of [                ], 201[_] (the “Participation Agreement”), among the Owner and WTC, in its individual capacity as set forth therein, as Loan Trustee, as Subordination Agent under the Intercreditor Agreement (as defined in the Participation Agreement) and as Pass Through Trustee (as defined in the Participation Agreement), financing is being provided for one [Airbus] [Boeing] [Embraer] Model [            ] aircraft bearing manufacturer’s serial number [            ]. This opinion is furnished pursuant to Section 3.01(h) of the Participation Agreement.

Capitalized terms used herein and not otherwise defined are used as defined in the Indenture, except that reference herein to any document shall mean such document as in effect on the date hereof.

We have examined originals or copies of the following documents:

 

  (a) The Indenture and the initial Indenture Supplement;

 

  (b) The Participation Agreement (the documents referred to in paragraphs (a) and (b) above being collectively referred to as the “Loan Trustee Documents”); and

 

  (c) The Equipment Notes being issued today and authenticated by the Loan Trustee (the “Equipment Notes”).

We have also examined originals or copies of such other documents and such corporate records, certificates and other statements of governmental officials and corporate officers and other representatives of the corporations or entities referred to herein as we have deemed necessary or appropriate for the purposes of this opinion. Moreover, as to certain facts material to the opinions expressed herein, we have relied upon representations and warranties contained in the documents referred to in this paragraph.


To Each of the Parties Listed

on Schedule A Hereto

[                    ], 201[    ]

Page 2

 

Based upon the foregoing and upon an examinat