AMR CORPORATION (a Delaware corporation) 48,484,849 Shares of Common Stock (par value $1.00 per share) UNDERWRITING AGREEMENT Dated: September 22, 2009Underwriting Agreement • September 28th, 2009 • American Airlines Inc • Air transportation, scheduled • New York
Concurrently with the offering and sale of the Shares by the Company pursuant to the terms of this Agreement, the Company is offering, in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”), and by means of a prospectus supplement and related prospectus, up to $400,000,000 principal amount of its 6.250% Senior Convertible Notes due 2014 (the “Concurrent Offering”, and such notes, the “Notes”) to be issued pursuant to the provisions of an indenture dated as of February 1, 2004 between the Company and Wilmington Trust Company, as trustee, as supplemented and amended by the Supplemental Indenture, dated September 28, 2009 (as so supplemented, the “Indenture”). The Representatives are also acting as the representatives of the underwriters for the Concurrent Offering. The Company has granted the underwriters of the Concurrent Offering an option to purchase up to an additional $60,000,000 principal amount of the Notes to cover over-allotments, if any.
GUARANTEE from AMERICAN AIRLINES, INC. as Guarantor to WILMINGTON TRUST COMPANY as Trustee Dated as of September 28, 2009American Airlines Inc • September 28th, 2009 • Air transportation, scheduled • New York
This Guarantee (as amended, modified or supplemented from time to time, this “Guarantee”), made and entered into as of September 28, 2009, from AMERICAN AIRLINES, INC., a corporation duly organized and existing under the laws of the State of Delaware, as guarantor (the “Guarantor,” as further defined in the Applicable Indenture referred to herein), to WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Trustee (the “Trustee,” as further defined in the Applicable Indenture referred to herein). Defined terms used herein without definition shall have the meanings given to them in the Indenture, dated as of February 1, 2004 (the “Indenture”), between AMR CORPORATION, a Delaware corporation (the “Company,” as further defined in the Applicable Indenture referred to herein), and the Trustee, as supplemented by the Supplemental Indenture, dated as of September 28, 2009 (the “Supplemental Indenture,” and the Indenture, as supplemented by the Supplemental Indenture, the “Applicable Inde
AMR CORPORATION AND WILMINGTON TRUST COMPANY, as Trustee SUPPLEMENTAL INDENTURE Dated as of September 28, 2009 6.25% Convertible Senior Notes due 2014Supplemental Indenture • September 28th, 2009 • American Airlines Inc • Air transportation, scheduled • New York
SUPPLEMENTAL INDENTURE, dated as of September 28, 2009, between AMR CORPORATION, a Delaware corporation (the “Company,” as further defined in the Indenture referred to herein) and WILMINGTON TRUST COMPANY, a Delaware banking corporation (the “Trustee,” as further defined in the Indenture referred to herein).
