Underwriting Agreement – AMR Corp.

AMERICAN AIRLINES, INC.

Pass Through Certificates, Series 2011-2A

UNDERWRITING AGREEMENT

Dated: As of September 27, 2011

AMERICAN AIRLINES, INC.

Pass Through Certificates, Series 2011-2A

Underwriting Agreement

September 27, 2011

To the Underwriters named in Schedule I hereto

Ladies and Gentlemen:

American Airlines, Inc., a Delaware corporation (the “Company“), and
wholly-owned subsidiary of AMR Corporation, a Delaware corporation (the
“Guarantor” and, together with the Company, the “Issuers“),
proposes that U.S. Bank Trust National Association, a national banking
association (“U.S. Bank“) (as successor to State Street Bank and Trust
Company of Connecticut, National Association), acting not in its individual
capacity but solely as successor pass through trustee (the “Trustee“)
under the Pass Through Trust Agreement, dated as of March 21, 2002 (the
“Basic Agreement“), as supplemented for the Company’s Pass Through
Certificates, Series 2011-2A (the “Class A Certificates“) to be purchased
hereunder by a Trust Supplement No. 2011-2A (the “Class A Trust
Supplement“) among the Company, the Guarantor and the Trustee (the Basic
Agreement, as supplemented by the Class A Trust Supplement, being referred to
herein as the “Trust Agreement“), issue and sell to the underwriters
named in Schedule I hereto (collectively, the “Underwriters“) the Class A
Certificates, in the aggregate amount and with the interest rate and final
expected distribution date set forth on Schedule B hereto on the terms and
conditions stated herein and in Schedule II hereto.

The Class A Certificates will represent interests in the Company’s 2011-2A
Pass Through Trust (the “Class A Trust“), established pursuant to the
Trust Agreement to fund the purchase of one series of equipment notes (the
“Series A Equipment Notes“) to be issued by the Company in connection
with the financing of up to 43 aircraft owned by the Company (each, an
“Aircraft” and collectively, the “Aircraft“). The payment
obligations of the Company under each Series A Equipment Note will be fully and
unconditionally guaranteed by the Guarantor pursuant to a guarantee to be dated
as of the Closing Time (as defined below) (the “Guarantee“). Subject to
the terms and conditions of the Note Purchase Agreement (as defined below) and
the relevant participation agreements between the Company and U.S. Bank, as
Trustee, Loan Trustee and Subordination Agent (each, a “Participation
Agreement“), the Series A Equipment Notes will be issued under up to 43
separate Indenture and Security Agreements between U.S. Bank, as Loan Trustee
(the “Loan Trustee“), and the Company (each, including any supplements
thereto, an “Indenture” and, collectively, the “Indentures“).

The cash proceeds from the sale of the Class A Certificates by the Class A
Trust will be paid to U.S. Bank National Association (“U.S. Bank N.A.“),
acting as escrow agent (the “Escrow Agent“), under an Escrow and Paying
Agent Agreement among the Escrow Agent, the Underwriters, the Trustee and U.S.
Bank, as paying agent (the “Paying Agent“), for the benefit of the
holders of the Class A Certificates (the “Escrow and Paying Agent
Agreement“). The Escrow Agent will deposit such cash proceeds (the
“Deposits“) with The Bank of New York

Mellon (the “Depositary“), in accordance with a deposit agreement
relating to the Class A Trust (the “Deposit Agreement“), and will
withdraw Deposits upon request to allow the Trustee to purchase Series A
Equipment Notes in respect of the Aircraft from time to time pursuant to a Note
Purchase Agreement, to be dated as of the Closing Time, among the Company, the
Trustee and U.S. Bank, as the Paying Agent and the Escrow Agent (the “Note
Purchase Agreement“). With respect to each Class A Certificate, the Escrow
Agent will issue a receipt to be attached to such Class A Certificate (each an
“Escrow Receipt“) representing a fractional undivided interest of the
holder of such Class A Certificate in amounts deposited with the Depositary on
behalf of the Escrow Agent and will pay to such holders through the Paying Agent
interest accrued on the Deposits and received by the Paying Agent pursuant to
the Deposit Agreement at a rate per annum equal to the interest rate applicable
to such Class A Certificate.

Certain amounts of interest payable on the Class A Certificates issued by the
Class A Trust will be entitled to the benefits of a liquidity facility. Morgan
Stanley Bank, N.A. (the “Liquidity Provider“) will enter into a revolving
credit agreement with respect to the Class A Trust (the “Liquidity
Facility“), to be dated as of the Closing Time, for the benefit of the
holders of the Class A Certificates. The Liquidity Provider and the holders of
the Class A Certificates will be entitled to the benefits of an Intercreditor
Agreement, to be dated as of the Closing Time (the “Intercreditor
Agreement“), among the Trustee, U.S. Bank, as subordination agent and
trustee thereunder (the “Subordination Agent“), and the Liquidity
Provider.

As used herein, unless the context otherwise requires, the term
“Underwriters” shall mean firms named as Underwriters in Schedule I
hereto, and the terms “you” and the “Representatives” shall mean
Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., Goldman, Sachs
& Co., Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.

Capitalized terms not otherwise defined in this Agreement shall have the
meanings specified therefore in the Trust Agreement or the Intercreditor
Agreement; provided that, as used in this Agreement, the term
“Operative Documents” shall mean the Intercreditor Agreement, the
Guarantee, the Liquidity Facility, the Participation Agreements, the Indentures,
the Trust Agreement, the Escrow and Paying Agent Agreement, the Deposit
Agreement and the Note Purchase Agreement.

The Company has prepared and filed on Form S-3 with the Securities and
Exchange Commission (the “Commission“) a registration statement (File
Nos. 333-160646 and 333-160646-01) relating to the Company’s pass through
certificates (including the Class A Certificates) and other securities
(collectively, the “Securities“) and the offering thereof from time to
time in accordance with Rule 415 under the Securities Act. Such registration
statement, at any given time, including the amendments thereto up to such time,
the exhibits and any schedules thereto at such time, the documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at
such time and the documents otherwise deemed to be a part thereof or included
therein by the rules and regulations under the Securities Act, is herein called
the “Registration Statement.” The Registration Statement at the time it
originally became effective is herein called the “Original Registration
Statement.” As provided in Section 3(a) hereof, promptly after execution and
delivery of this Agreement, the Company will prepare and file a final prospectus
relating to the Class A Certificates in accordance with the provisions of Rule
430B under the Securities Act (“Rule 430B“) and paragraph (b) of Rule 424
under the

Securities Act (“Rule 424“). Any information included in such final
prospectus that was omitted from the Original Registration Statement but that is
deemed to be part of and included in such registration statement pursuant to
Rule 430B(f) is referred to as the “Rule 430B Information.”

The term “Statutory Prospectus” means the preliminary prospectus
supplement relating to the Class A Certificates that omits Rule 430B
Information, together with the base prospectus included in the Original
Registration Statement, and including any document incorporated by reference
therein pursuant to Item 12 of Form S-3 under the Securities Act immediately
prior to the Applicable Time (as defined below).

The term “Final Prospectus” means the final prospectus supplement
relating to the Class A Certificates and the base prospectus, collectively, in
the form first filed pursuant to Rule 424(b) after the execution of this
Agreement, which includes the Rule 430B Information, including the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the
Securities Act at the time the Final Prospectus was issued.

Any reference to any amendment or supplement to the Final Prospectus shall be
deemed to refer to and include any document incorporated by reference after the
date of such Final Prospectus. Any reference to any amendment to the
Registration Statement shall be deemed to include any document incorporated by
reference after the effective time of such Registration Statement.

The term “Issuer Free Writing Prospectus” means any “issuer free
writing prospectus,” as defined in Rule 433 under the Securities Act (“Rule
433“), relating to the public offering of the Class A Certificates that is
prepared or approved in writing in advance by the Company and that is required
to be filed with the Commission by the Company.

The term “Applicable Time” shall mean 3:30 p.m. (New York Time) on
September 27, 2011.

The terms of the public offering of any of the Class A Certificates are set
forth in the General Disclosure Package relating thereto and the Final
Prospectus. The term “General Disclosure Package” means the Statutory
Prospectus and the Issuer Free Writing Prospectus(es), if any, identified in
Schedule A hereto, all considered together.

1. Representations and Warranties. Each of the Issuers jointly and
severally represents and warrants to, and agrees with, each Underwriter that:

(a) Form S-3 Eligibility. Each Issuer meets the requirements for use
of Form S-3 under the Securities Act.

(b) Effective Registration Statement. Each Issuer is a well-known
seasoned issuer (as defined in Rule 405 under the Securities Act (“Rule
405“)) eligible to use the Registration Statement as an automatic shelf
registration statement; the Registration Statement has been filed with the
Commission, became effective upon filing under Rule 462(e) under the Securities
Act and is an “automatic shelf registration statement” as defined in Rule 405;
neither Issuer has received from the Commission any notice pursuant to Rule
401(g)(2) under the Securities Act objecting to the use of the automatic

shelf registration statement form; no stop order suspending the effectiveness
of the Registration Statement has been issued and no proceeding for that purpose
has been initiated or threatened by the Commission; no order preventing or
suspending the use of the Statutory Prospectus or any Issuer Free Writing
Prospectus has been issued by the Commission; any request on the part of the
Commission for additional information has been complied with to the reasonable
satisfaction of counsel to the Underwriters, and the Final Prospectus containing
the Rule 430B Information shall be filed with the Commission in the manner and
within the time period required by Rule 424(b) without reliance on Rule
424(b)(8) (or a post-effective amendment providing such information shall have
been filed and become effective in accordance with the requirements of Rule
430B). At the respective times the Original Registration Statement and each
amendment thereto became effective, at any deemed effective date pursuant to
Rule 430B(f)(2) and at the Closing Time, the Registration Statement complied and
will comply in all material respects with the requirements of the Securities Act
and the rules and regulations under the Securities Act (the “Securities Act
Regulations“) and the Trust Indenture Act of 1939, as amended (the
“TIA“), and the rules and regulations under the TIA. At the deemed
effective date, pursuant to Rule 430B(f)(2), the Registration Statement did not
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the representations and warranties in this
Section 1(b) shall not apply to statements in or omissions from the Registration
Statement, the General Disclosure Package, the Final Prospectus or any Issuer
Free Writing Prospectus made in reliance upon and in conformity with written
information furnished to the Issuers by the Underwriters expressly for use
therein (it being understood and agreed that the only such information furnished
by or on behalf of any Underwriter consists of the information described as such
in Section 6(b) hereof) or to those parts of the Registration Statement
constituting a Statement of Eligibility and Qualification under the TIA (Form
T-1) of a trustee pursuant to an indenture.

(c) Final Prospectus and General Disclosure Package. Neither the Final
Prospectus nor any amendments or supplements thereto, at the time the Final
Prospectus or any such amendment or supplement is issued and at the Closing
Time, will include an untrue statement of a material fact or will omit to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; the Final
Prospectus will comply when filed with the Commission in all material respects
with the Securities Act Regulations and each of the Statutory Prospectus and the
Final Prospectus delivered to the Underwriters for use in connection with this
offering was or will be, as the case may be, identical to the electronically
transmitted copies thereof filed with the Commission’s Electronic Data Gathering
Analysis and Retrieval system (“EDGAR“), except to the extent permitted
by Regulation S-T or required under Rule 424(e) under the Securities Act; the
General Disclosure Package, as of the Applicable Time, did not include any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; and each Issuer Free Writing Prospectus
does not include any information that conflicts with the information contained
in the Registration Statement or the Statutory Prospectus or that will conflict
with the information contained in the Final Prospectus that has not been

superseded or modified; provided, however, that the representations and
warranties in this Section 1(c) shall not apply to statements in or omissions
from the Registration Statement, the General Disclosure Package, the Final
Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in
conformity with written information furnished to the Issuers by the Underwriters
expressly for use therein (it being understood and agreed that the only such
information furnished by or on behalf of any Underwriter consists of the
information described as such in Section 6(b) hereof) or to those parts of the
Registration Statement constituting a Statement of Eligibility and Qualification
under the TIA (Form T-1) of a trustee pursuant to an indenture.

(d) Incorporated Documents. The General Disclosure Package and the
Final Prospectus as delivered from time to time shall incorporate by reference
(i) the most recent Annual Report of each of the Guarantor and the Company on
Form 10-K, as amended, filed with the Commission, (ii) each Quarterly Report of
each of the Guarantor and the Company on Form 10-Q, as amended, filed with the
Commission on or after January 1, 2011, (iii) each Current Report of each of the
Guarantor and the Company on Form 8-K filed (not furnished) with the Commission
on or after January 1, 2011, and (iv) such other reports as are specifically
incorporated by reference in the General Disclosure Package and the Final
Prospectus (the “Incorporated Documents“). The Incorporated Documents
filed on or before the date hereof or hereafter are referred to herein as the
“SEC Reports.” The Incorporated Documents at the time they were or hereafter are
filed with the Commission, or if amended, as so amended, complied and will
comply in all material respects with the requirements of the Securities Exchange
Act of 1934, as amended (the “Exchange Act“), and the rules and
regulations of the Commission thereunder (the “Exchange Act
Regulations“). The Issuers will give the Representatives notice of their
intention to make any filings pursuant to the Exchange Act or the Exchange Act
Regulations from the Applicable Time to the Closing Time and will furnish the
Representatives with copies of any such documents prior to such proposed filing.

(e) Financial Statements. The consolidated financial statements of
each of the Guarantor and the Company, together with the related schedules and
notes, included in the SEC Reports and incorporated by reference in the
Registration Statement and the Statutory Prospectus and to be incorporated by
reference in the Final Prospectus, present fairly the consolidated financial
position of each of the Guarantor and the Company and their consolidated
subsidiaries at the dates indicated and the statement of income, shareholders’
equity and cash flows of each of the Guarantor and the Company and their
consolidated subsidiaries throughout the periods specified; and said financial
statements have been or will be prepared in conformity with generally accepted
accounting principles (“GAAP“) applied on a consistent basis during the
periods involved (except as indicated in the footnotes to such financial
statements). The supporting schedules included in the SEC Reports and
incorporated by reference in the General Disclosure Package and to be
incorporated by reference in the Final Prospectus present fairly in accordance
with GAAP the information required to be stated therein.

(f) Independent Accountants. Ernst & Young LLP, who reported on
the annual consolidated financial statements of the Guarantor and the Company
that are

incorporated by reference in the General Disclosure Package and the Final
Prospectus, is an independent registered public accounting firm as required by
the Securities Act and the Securities Act Regulations.

(g) No Material Adverse Change in Business. Since the respective dates
as of which information is given in the Registration Statement, the General
Disclosure Package or the Final Prospectus, except as otherwise stated therein
or contemplated thereby, (A) there has been no material adverse change in the
condition, financial or otherwise, or the earnings, results of operations or
general affairs of the Guarantor and its subsidiaries taken as a whole, whether
or not arising in the ordinary course of business (a “Material Adverse
Effect“) and (B) there have been no transactions entered into by the
Guarantor or any of its subsidiaries other than those in the ordinary course of
business, which are material with respect to the Guarantor and its subsidiaries
taken as a whole.

(h) Good Standing of the Guarantor and the Company. Each of the
Guarantor and the Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware and has
corporate power and authority to own, lease and operate its properties and
conduct its business as described in the General Disclosure Package and the
Final Prospectus and to enter into and perform its obligations under, or as
contemplated by, this Agreement. Each of the Guarantor and the Company is duly
qualified as a foreign corporation to transact business and is in good standing
in each jurisdiction in which such qualification is required, whether by reason
of the ownership or leasing of property or the conduct of business, except where
the failure so to qualify or to be in good standing would not result in a
Material Adverse Effect. The Company has no “significant subsidiaries” (as such
term is defined in Rule 1-02 of Regulation S-X).

(i) Capitalization. All of the issued and outstanding capital stock of
the Company has been duly authorized and validly issued, is fully paid and
non-assessable and is owned by the Guarantor directly, free and clear of any
liens, encumbrances, equities or claims.

(j) Air Carrier Certification. The Company (i) is an “air carrier”
within the meaning of 49 U.S.C. Section 40102(a), (ii) holds 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 10 or more individuals or 6,000 pounds or more of cargo and (iii) is a
“citizen of the United States” as defined in 49 U.S.C. Section 40102.

(k) Authorization of Agreements. This Agreement, the Series A
Equipment Notes and the Operative Documents each have been duly authorized by
each Issuer that is, or is to be, a party thereto. This Agreement and each
Operative Document (subject to the satisfaction of conditions precedent set
forth in the Note Purchase Agreement and the Participation Agreements) will be
at or prior to the applicable Closing Date (as defined in the applicable
Participation Agreement) duly executed and delivered by each Issuer that is, or
is to be, a party thereto. The Series A Equipment Notes will be (subject to the
satisfaction of conditions precedent set forth in the Note Purchase Agreement
and the

Participation Agreements) duly executed and delivered by the Company at or
prior to the applicable Closing Date. Each Operative Document to which an Issuer
is, or is to be, a party, when duly executed and delivered by such Issuer,
assuming that such document constitutes the legal, valid and binding obligation
of each other party thereto, constitutes or will constitute, as the case may be,
a valid and binding obligation of such Issuer, enforceable against such Issuer
in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
enforcement of creditors’ rights generally and by general principles of equity.
The Basic Agreement as executed is substantially in the form filed as an exhibit
to the Registration Statement and has been duly qualified under the TIA. When
executed, authenticated, issued and delivered in the manner provided for in the
Escrow and Paying Agent Agreement, each Escrow Receipt will be legally and
validly issued and will be entitled to the benefits of the Escrow and Paying
Agent Agreement, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting enforcement of
creditors’ rights generally and by general principles of equity. The Class A
Certificates, the Series A Equipment Notes, the Escrow Receipts and the
Operative Documents will conform in all material respects to the descriptions
thereof in the General Disclosure Package and the Final Prospectus.

(l) Certificates are Valid and Binding Obligations. When duly
executed, authenticated and delivered by the Trustee in accordance with the
terms of the Trust Agreement and sold and paid for as provided in this
Agreement, the Class A Certificates will be validly issued pursuant to the Trust
Agreement and will constitute valid and binding obligations of the Trustee,
enforceable against such Trustee in accordance with their terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting enforcement of creditors’ rights generally and by general
principles of equity; and the holders of the Class A Certificates will be
entitled to the benefits of the Trust Agreement.

(m) Equipment Notes are Valid and Binding Obligations. The Series A
Equipment Notes, when duly executed and delivered by the Company and when duly
authenticated by the Loan Trustee in accordance with the terms of the related
Indentures, will be duly issued under such Indentures and will constitute valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms; and the holders thereof will be entitled to the
benefits of the related Indentures, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
enforcement of creditors’ rights generally and by general principles of equity.

(n) Absence of Defaults and Conflicts. Neither Issuer is in violation
of its charter or by-laws or other constituting or organizational document or in
default in the performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, deed of trust, loan
or credit agreement, note, lease or other agreement or instrument to which such
Issuer is a party or by which such Issuer may be bound, or to which any of the
property or assets of such Issuer is subject (collectively, “Agreements and
Instruments“), except for such defaults that would not reasonably be
expected to result in a Material Adverse Effect and that would not affect

the validity of the Series A Equipment Notes or the Class A Certificates; and
the execution and delivery by each Issuer of this Agreement, the Series A
Equipment Notes and the Operative Documents to which it is, or is to be, a
party, the consummation by such Issuer of the transactions herein and therein
contemplated, and the compliance by such Issuer with its obligations hereunder
and thereunder and the terms hereof and thereof do not and will not, whether
with or without the giving of notice or passage of time or both, conflict with
or constitute a breach of, or default or a Repayment Event (as defined below)
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of such Issuer pursuant to, the
Agreements and Instruments (except for such conflicts, breaches, defaults or
Repayment Events or liens, charges or encumbrances that, singly or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect and that would not affect the validity of the Series A Equipment Notes or
the Class A Certificates), or result in a violation of the provisions of the
certificate of incorporation or by-laws, as amended, or other constituting or
organizational document of such Issuer, or any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over such
Issuer or any of its assets, properties or operations, except, in each case, for
such conflicts, breaches, violations or defaults, that, singly or in the
aggregate, would not reasonably be expected to result in a Material Adverse
Effect and that would not affect the validity of the Series A Equipment Notes or
the Class A Certificates. As used herein, a “Repayment Event” means any event or
condition which gives the holder of any note, debenture or other evidence of
indebtedness (or any person acting on such holder’s behalf) the right to require
the repurchase, redemption or repayment prior to the stated maturity or date of
mandatory redemption or repayment thereof of all or a portion of such
indebtedness by the Company or the Guarantor, as applicable.

(o) Absence of Labor Dispute. Other than as described in the General
Disclosure Package and the Final Prospectus, no labor dispute with the employees
of the Guarantor or any of its subsidiaries exists or, to the knowledge of the
Company, is imminent, which the Company expects to have a Material Adverse
Effect.

(p) Absence of Proceedings. Other than as set forth in the General
Disclosure Package and the Final Prospectus, there is no action, suit,
proceeding, inquiry or investigation before or brought by any court or
governmental agency or body, domestic or foreign, now pending, or, to the
knowledge of the Company, threatened, against the Guarantor or any of its
subsidiaries which, in the judgment of the Company, is likely to result in a
Material Adverse Effect.

(q) Absence of Further Requirements. No consent, approval,
authorization, order or license of, or filing with or notice to, any government,
governmental instrumentality, regulatory body or authority or court, domestic or
foreign, is required for the valid authorization, issuance and delivery of the
Class A Certificates and the Series A Equipment Notes, for the valid
authorization, execution, delivery and performance of this Agreement, the Series
A Equipment Notes and the

Operative Documents by each Issuer that is, or is to be, a party thereto, or
for the consummation by each Issuer of the transactions contemplated by this
Agreement, the Series A Equipment Notes and the Operative Documents to which
such Issuer is, or is to be, a party, except (i) such as has been already
obtained or made, (ii) such as are required under the Securities Act or the
Securities Act Regulations or state securities laws in connection with the
Registration Statement, and (iii) filings or recordings with respect to the
Aircraft with the Federal Aviation Administration and registration with the
International Registry and under the Uniform Commercial Code as in effect in
Delaware.

(r) Investment Company Act. Neither the Company nor the Guarantor is,
nor upon the issuance and sale of the Class A Certificates as contemplated by
this Agreement and the application of the net proceeds therefrom as described in
the General Disclosure Package and the Final Prospectus will be, an “investment
company” or an entity “controlled” by an “investment company,” as such terms are
defined in the Investment Company Act of 1940, as amended (the “1940
Act“), nor will the Class A Trust or the escrow arrangements relating to the
Class A Trust contemplated by the Escrow and Paying Agent Agreement be required
to register as an “investment company” as defined in the 1940 Act.

(s) Environmental Laws. There has been no storage, disposal,
generation, manufacture, refinement, transportation, handling or treatment of
toxic wastes, medical wastes, hazardous wastes or hazardous substances by the
Company (or, to the knowledge of the Company, any of its predecessors in
interest), or at, upon or from any of the property now or previously owned or
leased by the Company in violation of, and the Company has no liability under,
any applicable law, ordinance, rule, regulation, order, judgment, decree or
permit or which would require remedial action under any applicable law,
ordinance, rule, regulation, order, judgment, decree or permit applicable to the
Company, except for any violation, liability or remedial action which would not
have, or could not be reasonably likely to have, singularly or in the aggregate
with all such violations, liabilities and remedial actions, a Material Adverse
Effect; there has been no spill, discharge, leak, emission, injection, escape,
dumping or release of any kind by the Company onto such property or into the
environment surrounding such property of any toxic wastes, medical wastes, solid
wastes, hazardous wastes or hazardous substances due to or caused by the Company
or with respect to which the Company has knowledge, except for any such spill,
discharge, leak, emission, injection, escape, dumping or release which would not
have or would not be reasonably likely to have, singularly or in the aggregate
with all such spills, discharges, leaks, emissions, injections, escapes,
dumpings and releases, a Material Adverse Effect. The terms “hazardous wastes,”
“toxic wastes,” “hazardous substances” and “medical wastes” shall have the
meanings specified in any applicable local, state, federal and foreign laws or
regulations with respect to environmental protection or human health. In the
ordinary course of its business, the Company conducts a periodic review of the
effect of any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment, and hazardous and toxic substances and wastes, pollutants and
contaminants (“Environmental Laws“) on the business, operations and
properties of the Company, in the course of which it identifies and evaluates
associated costs and liabilities (including, without limitation, any capital or
operating expenditures required for clean-up, closure of properties or
compliance with Environmental Laws or any permit, license or approval, any
related constraints on operating activities and any

potential liabilities to third parties). On the basis of such review, the
Company has reasonably concluded that such associated costs and liabilities have
not had and would not, singularly or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

(t) ERISA. Each of the Guarantor and the Company is in compliance in
all material respects with all presently applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended, including the regulations
and published interpretations thereunder (“ERISA“); no “reportable event”
(as defined in ERISA) has occurred with respect to any “pension plan” (as
defined in ERISA) for which either the Guarantor or the Company would have any
liability; neither the Guarantor nor the Company has incurred or expects to
incur liability under (A) Title IV of ERISA with respect to the termination of,
or withdrawal from, any “pension plan” or (B) Section 412 or 4971 of the
Internal Revenue Code of 1986, as amended, including the regulations and
published interpretations thereunder (the “Code“); and each “pension
plan” for which either the Guarantor or the Company would have any liability
that is intended to be qualified under Section 401(a) of the Code is so
qualified in all material respects and nothing has occurred, whether by action
or by failure to act, which either the Guarantor or the Company reasonably
expects would cause the loss of such qualification.

(u) Insurance. The Company carries, or is covered by, insurance in
such amounts and covering such risks as is adequate for the conduct of its
business and the value of its respective properties.

(v) Taxes. The Company has filed all federal, state and local income
and franchise tax returns required to be filed through the date hereof, except
for such exceptions as would not individually or collectively have a Material
Adverse Effect, and has paid all taxes due thereon, except such as are being
contested in good faith by appropriate proceedings, and no tax deficiency has
been determined adversely to the Company which has had, nor does the Company
have any knowledge of any tax deficiency which, if determined adversely to the
Company, might have, a Material Adverse Effect.

(w) Internal Controls. The Company and the Guarantor (A) make and keep
accurate books and records that, in reasonable detail, accurately and fairly
reflect the transactions and disposition of the assets of the Company and the
Guarantor, and (B) maintain internal accounting controls which provide
reasonable assurance that (i) transactions are executed in accordance with
management’s authorization, (ii) transactions are recorded as necessary to
permit preparation of their financial statements in conformity with generally
accepted accounting principles and to maintain accountability for their assets,
(iii) access to their assets is permitted only in accordance with management’s
authorization and (iv) the recorded accountability for their assets is compared
with existing assets at reasonable intervals. The Company and the Guarantor
maintain a system of internal control over financial reporting (as such term is
defined in Rule 13a-15(f) of the Exchange Act) that has been designed by the
Company’s or the Guarantor’s respective principal executive officer and
principal financial officer, or under their supervision, to provide reasonable
assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. Neither the Company
nor the Guarantor is aware of any material weaknesses in its internal control
over financial reporting which are reasonably likely to adversely affect the
Company’s or the Guarantor’s ability to record, process, summarize and report
financial information. Since the date of the latest audited financial statements
included in the General Disclosure Package and the Final Prospectus, there has
been no change in the Company’s or the Guarantor’s internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company’s or the Guarantor’s internal control over
financial reporting.

(x) Disclosure Controls and Procedures. The Company and the Guarantor
maintain disclosure controls and procedures (as such term is defined in Rule
13a-15(e) of the Exchange Act) that have been designed to ensure that material
information relating to the Company and the Guarantor, including their
respective consolidated subsidiaries, is made known to the Company’s and the
Guarantor’s principal executive officer and principal financial officer by
others within those entities; such disclosure controls and procedures are
effective.

(y) No Unlawful Payments. The Company has implemented compliance
programs for purposes of (i) informing the appropriate officers and employees of
the Company and its subsidiaries of the Company’s policies against (1) the use
of corporate funds for unlawful contributions, gifts, entertainment or other
unlawful expenses relating to political activity, (2) direct or indirect
unlawful payments to any foreign or domestic government official or employee
from corporate funds, (3) violations of the Foreign Corrupt Practices Act of
1977, as amended, and (4) making any bribes, rebates, payoffs, influence
payments kickbacks or other unlawful payments and (ii) requiring such officers
and employees to report to the Company any knowledge they may have of violations
of the Company’s policies referred to above and no such reports have been made.

(z) No Brokerage Commission; Finder’s Fee. To the best of the
Company’s knowledge after due inquiry, there are no contracts, agreements or
understandings between the Company and any person that would give rise to a
valid claim against the Company or the Underwriters for a brokerage commission,
finder’s fee or other like payment in connection with this offering.

(aa) Reporting Company. The Company is subject to the reporting
requirements of Section 13 or Section 15(d) of the Exchange Act.

(bb) Well-Known Seasoned Issuer. (A)(i) At the time of filing the
Registration Statement, (ii) at the time of the most recent amendment thereto
for the purposes of complying with Section 10(a)(3) of the Securities Act
(whether such amendment was by post-effective amendment, incorporated report
filed pursuant to Section 13 or 15(d) of the Exchange Act or form of
prospectus), and (iii) at the time the Company or any person acting on its
behalf (within the meaning, for this clause only, of Rule 163(c) under the
Securities Act) made any offer relating to the Securities in reliance on the
exemption of Rule 163 under the Securities Act, each Issuer was a “well-known
seasoned issuer” as

defined in Rule 405, including not having been an “ineligible issuer” as
defined in Rule 405; and (B) at the time of filing the Original Registration
Statement, at the earliest time thereafter that the Company or another offering
participant made a bona fide offer (within the meaning of Rule 164(h)(2) under
the Securities Act) of the Securities and at the date hereof, neither Issuer was
and neither Issuer is an “ineligible issuer” as defined in Rule 405.

(cc) Possession of Licenses and Permits. The Company possesses such
permits, licenses, approvals, consents and other authorizations (collectively,
“Licenses“) issued by the appropriate federal, state, local or foreign
regulatory agencies or bodies and third parties, governmental or otherwise,
necessary to conduct the business now operated by it as described in the General
Disclosure Package and the Final Prospectus, except for such failures to possess
Licenses as would not, singly or in the aggregate, result in a Material Adverse
Effect; the Company is in compliance with the terms and conditions of all such
Licenses, except where the failure so to comply would not, singly or in the
aggregate, have a Material Adverse Effect; all of the Licenses are valid and in
full force and effect, except where the invalidity of such Licenses or the
failure of such Licenses to be in full force and effect would not, singly or in
the aggregate, result in a Material Adverse Effect; and the Company has not
received any notice of proceedings relating to the revocation or modification of
any such Licenses which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a Material Adverse
Effect.

(dd) Compliance with Money Laundering Laws. The operations of the
Company and its subsidiaries are and have been conducted at all times in
material compliance with all applicable financial recordkeeping and reporting
requirements, including those of the Bank Secrecy Act, as amended by Title III
of the Uniting and Strengthening America by Providing Appropriate Tools Required
to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the
applicable anti-money laundering statutes of jurisdictions where the Company and
its subsidiaries conduct business, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental agency (collectively, the “Anti-Money Laundering
Laws“), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries with respect to the Anti-Money Laundering Laws is
pending or, to the best knowledge of the Company, threatened.

(ee) OFAC. None of the Company, any of its subsidiaries or, to the
knowledge of the Company, any director, officer, agent, employee, affiliate or
other person acting on behalf of the Company or any of its subsidiaries is
currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will
not directly or indirectly use the proceeds of the sale of the Securities, or
lend, contribute or otherwise make available such proceeds to any of its
subsidiaries, joint venture partners or other person, for the purpose of
financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC.

Any certificate signed by any officer of the Company delivered to the
Underwriters or to counsel for the Underwriters pursuant to or in connection
with this Agreement shall be deemed a representation and warranty by the Company
to the Underwriters as to the matters covered thereby as of the date or dates
indicated in such certificate.

2. Purchase and Sale; Closing. (a) On the basis of the
representations, warranties and agreements herein contained (except as may be
otherwise specified in Schedule II hereto) and subject to the terms and
conditions herein and therein set forth, the Issuers, jointly and severally,
agree to cause the Trustee to sell to each Underwriter, and each Underwriter
agrees, severally and not jointly, to purchase from the Trustee, at a purchase
price of 100% of the face amount thereof, the aggregate face amount of Class A
Certificates set forth opposite the name of such Underwriter in Schedule I
hereto. Concurrently with the issuance of the Class A Certificates, the Escrow
Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance
with the terms of the Escrow and Paying Agent Agreement, which Escrow Receipts
shall be attached to the related Class A Certificates.

(b) Payment of the purchase price for, and delivery of, the Class A
Certificates (with attached Escrow Receipts) shall be made at the date, time and
location or locations specified in Schedule II hereto, or at such other date,
time or location or locations as shall be agreed upon by the Company and you, or
as shall otherwise be provided in Section 7 (such date and time being herein
called the “Closing Time“). Unless otherwise specified in Schedule II
hereto, payment shall be made to or upon the order of the Trustee by federal
funds wire transfer or other immediately available funds against delivery to the
account of Morgan Stanley & Co. LLC at The Depository Trust Company
(“DTC“) for the respective accounts of the several Underwriters of the
Class A Certificates. Such Class A Certificates (with attached Escrow Receipts)
shall be registered in the name of Cede & Co. or in such other names, and in
such authorized denominations as you may request in writing at least two full
business days before the Closing Time. The certificates representing such Class
A Certificates (with attached Escrow Receipts), which may be in temporary form,
will be made available for examination and packaging by you at the location or
locations at which they are to be delivered at the Closing Time (or such other
location as may be specified for that purpose in Schedule II hereto) not later
than 10:00 A.M. on the business day prior to the Closing Time.

(c) The Company will pay to the Representatives at the Closing Time for the
accounts of the Underwriters any fee, commission or other compensation which is
specified in Schedule II hereto. Such payment will be made by federal funds wire
transfer or other immediately available funds.

3. Covenants. The Company and, where specifically indicated, the
Guarantor, jointly and severally, covenant with each Underwriter as follows:

(a) Immediately following the execution of this Agreement, the Company will
(x) prepare the Final Prospectus that complies with the Securities Act and the
Securities Act Regulations and which sets forth the face amount of the Class A
Certificates and

their terms not otherwise specified in the basic prospectus relating to all
offerings of pass through certificates under the Registration Statement, the
name of each Underwriter participating in the offering and the face amount of
the Class A Certificates that each severally has agreed to purchase, the name of
each Underwriter, if any, acting as representative of the Underwriters in
connection with the offering, the price at which the Class A Certificates are to
be purchased by the Underwriters from the Trustee, any initial public offering
price, any selling concession and reallowance, and such other information as you
and the Company deem appropriate in connection with the offering of the Class A
Certificates and (y) file all material required to be filed by the Company with
the Commission pursuant to Rule 433(d) within the time required by such rule.
The Company will promptly transmit copies of the Final Prospectus to the
Commission for filing pursuant to Rule 424 and will furnish to the Underwriters
as many copies of the Final Prospectus as you shall reasonably request.

(b) During the period when a prospectus (or in lieu thereof, a notice
referred to in Rule 173(a) under the Securities Act (“Rule 173(a)“)
relating to the Class A Certificates is required to be delivered under the
Securities Act, the Company will promptly advise you of (i) the effectiveness of
any amendment to the Registration Statement, (ii) the transmittal to the
Commission for filing of any supplement to the Final Prospectus or any document
that would as a result thereof be incorporated by reference in the Final
Prospectus, (iii) any request by the Commission for any amendment of the
Registration Statement or any amendment or supplement to the Final Prospectus or
for any additional information relating thereto or to any document incorporated
by reference therein, (iv) the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose, and (v) the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Class A Certificates for sale in any jurisdiction or the institution or
threatening of any proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order or suspension and, if
issued, to obtain as soon as possible the withdrawal thereof.

(c) If, at any time when a prospectus (or in lieu thereof, a notice referred
to in Rule 173(a)) relating to the Class A Certificates is required to be
delivered under the Securities Act, any event occurs as a result of which the
Final Prospectus as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend or supplement the
Final Prospectus to comply with the Securities Act or the Securities Act
Regulations, the Company promptly will prepare and file with the Commission,
subject to paragraph (d) of this Section 3, an amendment or supplement which
will correct such statement or omission or an amendment or supplement which will
effect such compliance and the Company will use its reasonable efforts to have
any such amendment to the Registration Statement or new registration statement
declared effective as soon as practicable (if it is not an automatic shelf
registration statement with respect to the Class A Certificates). Neither your
consent to, nor the Underwriters’ delivery of, any such amendment or supplement
shall constitute a waiver of any of the conditions set forth in Section 4.

(d) At any time when a prospectus (or in lieu thereof, a notice referred to
in Rule 173(a)) relating to the Class A Certificates is required to be delivered
under the Securities Act or the Securities Act Regulations, the Company will
give you notice of its intention to file any amendment to the Registration
Statement or any amendment or supplement to the Final Prospectus, whether
pursuant to the Exchange Act, the Securities Act or otherwise, will furnish you
with copies of any such amendment or supplement or other documents proposed to
be filed within a reasonable time in advance of filing, and will not file any
such amendment or supplement or other documents in a form to which you shall
reasonably object.

(e) The Company has furnished or will furnish, if requested, to you and your
counsel, without charge, conformed copies of the Original Registration Statement
and of all amendments thereto, whether filed before or after such Registration
Statement originally became effective (including exhibits thereto and the
documents incorporated therein by reference) and the copies of the Original
Registration Statement and each amendment thereto furnished to the Underwriters
will be identical to the electronically transmitted copies thereof filed with
the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T. So long as delivery of a Final Prospectus (or in lieu thereof, a notice
referred to in Rule 173(a)) by the Underwriter may be required by the Securities
Act, the Company will furnish as many copies of any Statutory Prospectus, the
Final Prospectus and any amendments thereof and supplements thereto as you may
reasonably request and the Final Prospectus and any amendments or supplements
thereto furnished to each Underwriter will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T or required under Rule 424(e).

(f) The Issuers shall use their reasonable efforts, in cooperation with the
Underwriters, to qualify the Class A Certificates for offering and sale under
the applicable securities laws of such states in the United States as the
Underwriters may reasonably designate and will maintain such qualifications in
effect so long as required in connection with the distribution of the Class A
Certificates; provided, however, that the Issuers shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so qualified
or to subject itself to taxation in respect of doing business in any
jurisdiction in which it is not otherwise so subject.

(g) The Company intends to use the proceeds received by it from the sale of
the Series A Equipment Notes in the manner to be indicated in the Final
Prospectus under “Use of Proceeds.”

(h) The Issuers shall cooperate with the Underwriters and use their
reasonable efforts to permit the Class A Certificates to be eligible for
clearance and settlement through the facilities of DTC.

(i) The Issuers, during the period when a Final Prospectus (or in lieu
thereof, the notice referred to in Rule 173(a)) relating to the Class A
Certificates is required to be delivered, will file all documents required to be
filed with the Commission pursuant to

the Exchange Act within the time periods required by the Exchange Act and the
Exchange Act Regulations.

(j) The Company represents and agrees that, unless it obtains the prior
consent of each Underwriter, and each Underwriter represents and agrees that,
unless it obtains the prior consent of the Company, it has not made and will not
make any offer relating to the Class A Certificates that would constitute an
“issuer free writing prospectus,” as defined in Rule 433 or that would otherwise
constitute a “free writing prospectus” as defined in Rule 405. Any such free
writing prospectus consented to by the Company and the Underwriters is
hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company
represents that it has treated or agrees that it will treat each Permitted Free
Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule
433, and has complied and will comply with the requirements of Rule 433 as
applicable to any Permitted Free Writing Prospectus, including timely filing
with the Commission where required, legending and record keeping.

(k) Between the date of this Agreement and the Closing Time, the Company will
not, without your prior consent, offer, sell or enter into any agreement to sell
any public debt securities registered under the Securities Act (other than the
Class A Certificates) or any debt securities which may be sold in a transaction
exempt from the registration requirements of the Securities Act in reliance on
Rule 144A under the Securities Act and which are marketed through the use of a
disclosure document containing substantially the same information as a
prospectus for similar debt securities registered under the Securities Act.

(l) The Company shall issue at the Closing Time Class A Certificates that
shall be rated at least as high as the ratings for the Class A Certificates set
forth in the Issuer Free Writing Prospectus used by the Underwriters to confirm
sales, the form of which shall be agreed to between the Company and the
Underwriters, from each “nationally recognized statistical rating organization,”
as such term is defined in Section 3(a)(62) of the Exchange Act, named therein.

The Representatives agree that in the aggregative, the Class A Certificates
will be widely offered. Each Underwriter and each other member of the
underwriting group that offers or sells Class A Certificates agree that Class A
Certificates offered by such Underwriter and such other member of the
underwriting group will be primarily offered in the United States to United
States persons. The term “United States person” shall have the meaning set forth
in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

4. Conditions to the Obligations of the Underwriters. Except as
otherwise provided in Schedule II hereto, the obligations of the Underwriters to
purchase and pay for the Class A Certificates pursuant to this Agreement shall
be subject to the accuracy of and compliance with the representations and
warranties of the Company contained herein as of the date hereof and the Closing
Time, to the accuracy of the statements of the Company’s officers made in any
certificates furnished pursuant to the provisions hereof, to the performance by
the Company of its covenants and other obligations hereunder and to the
following additional conditions:

(a) At the Closing Time, no stop order suspending the effectiveness of the
Registration Statement shall have been issued under the Securities Act and no
proceedings therefor shall have been instituted or threatened by the Commission.

(b) At the Closing Time, you shall have received:

(1) An opinion and letter, dated as of the Closing Time, from Gary F.
Kennedy, Senior Vice President, General Counsel and Chief Compliance Officer of
the Company and the Guarantor, in form reasonably satisfactory to you and your
counsel substantially in the form of Exhibits A-1 and A-2 hereto, respectively.

(2) An opinion, dated as of the Closing Time, of Debevoise & Plimpton
LLP, as counsel for the Company and the Guarantor, in form reasonably
satisfactory to you and your counsel substantially in the form of Exhibit B
hereto.

(3) An opinion, dated as of the Closing Time, from (i) Shipman & Goodwin
LLP, counsel for U.S. Bank, individually, as Subordination Agent, Trustee and
Loan Trustee, and (ii) Richards, Layton & Finger, P.A., corporate counsel to
the Subordination Agent, Trustee and Loan Trustee, each in form and substance
reasonably satisfactory to you and your counsel and substantially to the effect
set forth in Exhibit C-1 and C-2 hereto, respectively.

(4) An opinion, dated as of the Closing Time, from (i) Pillsbury Winthrop
Shaw Pittman LLP, special counsel for the Liquidity Provider, and (ii) Lee
Kurman, Esq., Counsel to the Liquidity Provider, each in form and substance
reasonably satisfactory to you and your counsel, substantially to the effect set
forth in Exhibits D-1 and D-2 hereto, respectively.

(5) An opinion, dated as of the Closing Time, from Shipman & Goodwin LLP,
counsel for U.S. Bank N.A., as Escrow Agent, in form and substance reasonably
satisfactory to you and your counsel, substantially to the effect set forth in
Exhibit E hereto.

(6) An opinion, dated as of the Closing Time, from Richards, Layton &
Finger, P.A., tax counsel to the Trustee, in form and substance reasonably
satisfactory to you and your counsel and substantially to the effect set forth
in Exhibit F hereto.

(7) An opinion, dated as of the Closing Time, from (i) Lincoln Finkenberg,
Assistant General Counsel for the Depositary, and (ii) Bryan Cave LLP, counsel
for the Depositary, each in form and substance reasonably satisfactory to you
and your counsel and substantially to the effect set forth in Exhibit G-1 and
G-2 hereto, respectively.

(8) An opinion, dated as of the Closing Time, from Shearman & Sterling
LLP, counsel for the Underwriters, to the effect that the opinions delivered
pursuant to subsections (b)(1) through (b)(7) of this Section 4 appear on

their face to be appropriately responsive to the requirements of this
Agreement except, specifying the same, to the extent waived by you and with
respect to the issuance and sale of the Class A Certificates, the Registration
Statement, the General Disclosure Package, the Final Prospectus and other
related matters as you may reasonably require.

(c) At the Closing Time, there shall not have been, since the respective
dates as of which information is given in the General Disclosure Package and the
Final Prospectus, any material adverse change in the condition, financial or
otherwise, of the Company and its subsidiaries considered as one enterprise, or
in the earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, and you shall have received a certificate of the
President, an Executive Vice President, a Senior Vice President or a Vice
President of the Company, dated as of such Closing Time, to the effect that
there has been no such material adverse change and to the effect that the
representations and warranties of the Company contained in Section 1 hereof are
true and correct with the same force and effect as though made at such Closing
Time.

(d) Subsequent to the execution and delivery of this Agreement and prior to
the Closing Time, neither nationally recognized statistical rating organization
that is rating the Class A Certificates, as set forth in the Issuer Free Writing
Prospectus used by the Underwriters to confirm sales, the form of which shall be
agreed to between the Company and the Underwriters, shall have downgraded the
rating accorded any of the Company’s securities (except for any pass through
certificates) or announced that any probable downgrading of such rating is about
to occur in the near future.

(e) Promptly after the execution of this Agreement and also at the Closing
Time, you shall have received from Ernst &Young LLP a letter or letters,
dated as of the respective dates of delivery thereof, in form and substance
reasonably satisfactory to you, containing statements and information of the
type ordinarily included in accountants’ “comfort letters” to underwriters with
respect to the financial statements and certain financial information contained,
or incorporated by reference in the General Disclosure Package and the Final
Prospectus.

(f) At the Closing Time, each of the Intercreditor Agreement, the Liquidity
Facility, the Trust Agreement, the Escrow and Paying Agent Agreement, the
Deposit Agreement and the Note Purchase Agreement shall have been executed and
delivered by each party thereto; the representations and warranties of the
Company contained in such agreements shall be accurate as of the Closing Time
and you shall have received a certificate of the President, an Executive Vice
President, a Senior Vice President or a Vice President of the Company, dated as
of the Closing Time, to such effect.

(g) The Company shall have furnished to you and your counsel, in form and
substance satisfactory to them, such other documents, certificates and opinions
as such counsel may reasonably request for the purpose of enabling such counsel
to pass upon the matters referred to in subsection (b)(8) of this Section 4 and
in order to evidence the accuracy and completeness of any of the
representations, warranties or statements, the

performance of any covenant by the Company theretofore to be performed, or
the compliance with any of the conditions herein contained.

(h) Each of the Appraisers shall have furnished to the Underwriters a letter
from such Appraiser, addressed to the Company and dated the date hereof,
confirming that such Appraiser and each of its directors and officers (i) is not
an affiliate of the Company or any of its affiliates, (ii) does not have any
substantial interest, direct or indirect, in the Company or any of its
affiliates and (iii) is not connected with the Company or any of its affiliates
as an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.

All such opinions, certificates, letters and documents shall be deemed to be
in compliance with the provisions hereof only if they are in all respects
satisfactory to you and your counsel.

If any condition specified in this Section 4 shall not have been fulfilled
when and as required to be fulfilled, other than by reason of any default by any
Underwriter, such failure to fulfill a condition may be waived by you, or this
Agreement may be terminated by you by notice to the Company at any time at or
prior to the Closing Time, and such termination shall be without liability of
any party to any other party, except as provided in Sections 5, 6 and 8 hereof,
which provisions shall remain in effect notwithstanding such termination.

5. Payment of Expenses. The Issuers shall, jointly and severally, pay
or cause to be paid all expenses incident to the performance of their
obligations under this Agreement, including (i) expenses relating to the
preparation, printing, filing and distribution of the Statutory Prospectus, the
Final Prospectus, the Registration Statement and any amendments thereof or
supplements thereto and any Permitted Free Writing Prospectus, (ii) expenses
relating to the preparation, printing and distribution of this Agreement, the
Class A Certificates, the Series A Equipment Notes, the Operative Documents, any
Underwriter’s Questionnaire or related matters, the Blue Sky Survey and any
Legal Investment Survey by the Underwriter’s counsel, (iii) expenses relating to
the issuance and delivery of the Class A Certificates to the Underwriters, (iv)
the fees and disbursements of the Issuers’ counsel and accountants, (v) expenses
of qualifying the Class A Certificates under state securities laws in accordance
with Section 3(f), including filing fees and fees and disbursements of counsel
for the Underwriters in connection therewith and in connection with the Blue Sky
Survey and any Legal Investment Survey, (vi) the fees and expenses of the
Trustee, the Subordination Agent, the Loan Trustee, the Liquidity Provider, the
Escrow Agent, the Paying Agent and the Depositary, and the fees and
disbursements of their respective counsel, (vii) any fees charged by rating
agencies for rating the Class A Certificates, (viii) all costs and expenses
related to review by the Financial Industry Regulatory Authority, Inc. of the
Class A Certificates (including filing fees and the fees and expenses of counsel
for the Underwriters relating to review), (ix) any costs and expenses of the
Issuers relating to investor presentations on any “road show” undertaken in
connection with the marketing of the Class A Certificates, (x) certain fees and
expenses of counsel for the Underwriters as heretofore agreed, and (xi) the fees
and expenses, if any, incurred in connection with the listing of the Class A
Certificates on any securities exchange. The Issuers will also cause to be paid
all expenses incident to the performance of their obligations under the
Operative Documents and each of the other agreements and instruments referred to
therein.

If this Agreement is terminated by you in accordance with the provisions of
Section 4 or Section 9(i) hereof, the Issuers shall reimburse the Underwriters
for all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters, incurred by them in connection
with the offering contemplated by this Agreement.

6. Indemnification and Contribution. (a) The Issuers, jointly and
severally, agree to indemnify and hold harmless each Underwriter and each person
who controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Securities Act, the Exchange Act, or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof) (1)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement (or any amendment to
the Registration Statement), or arise out of or are based upon the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (2) arise out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in the General Disclosure Package or in the Final Prospectus or in any
amendment thereof or supplement thereto or in any Issuer Free Writing
Prospectus, or arise out of or are based upon the omission or alleged omission
therefrom of a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading, and,
in each case, agrees to reimburse each such indemnified party for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that (i) neither Issuer shall be liable in any such case to the
extent that any such loss, claim, damage, or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon, and in conformity with, written
information relating to any Underwriter furnished to the Issuers by or on behalf
of such Underwriter specifically for use in the Registration Statement (or any
amendment thereto) or any Issuer Free Writing Prospectus or the General
Disclosure Package or the Final Prospectus (or any amendment or supplement
thereto) or made in those parts of the Registration Statement constituting a
Statement of Eligibility under the TIA of a trustee on Form T-1, and (ii)
neither Issuer shall be liable for any loss, liability or expense of any
settlement or compromise of or consent to entry of judgment with respect to, any
pending or threatened litigation or any pending or threatened governmental
agency investigation or proceeding if such settlement or compromise of or
consent to entry of judgment with respect thereto is effected without the prior
written consent of the Issuers (which consent shall not be unreasonably
withheld), except to the extent that such consent is not required pursuant to
Section 6(d) hereof. This indemnity agreement will be in addition to any
liability that the Issuers may otherwise have.

(b) Each Underwriter severally agrees to indemnify and hold harmless the
Issuers, each of their directors, each of their officers who signed the
Registration Statement, and each person who controls an Issuer within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, against any and all losses, claims, damages, liabilities and expenses
described in the indemnity contained in Section 6(a), but only with respect to
untrue statements or alleged untrue statements or omissions or alleged omissions
made in the Registration Statement (or any amendment thereto), any Permitted
Free Writing Prospectus, the

General Disclosure Package, or the Final Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
relating to such Underwriter furnished to an Issuer by or on behalf of such
Underwriter specifically for use in the Registration Statement (or any amendment
thereto), the General Disclosure Package, any Permitted Free Writing Prospectus
or the Final Prospectus (or any amendment or supplement thereto), it being
understood and agreed that the only such information provided by any Underwriter
consists of (i) the statements with respect to the offering of the Class A
Certificates by the Underwriters in the third sentence of the second full
paragraph under the caption “Underwriting” in the Statutory Prospectus and the
Final Prospectus, (ii) the statements with respect to the offering of the Class
A Certificates by the Underwriters set forth in the fourth full paragraph under
the caption “Underwriting” in the Statutory Prospectus and the Final Prospectus,
(iii) the statements with respect to marketing activities by the Underwriters
for the Class A Certificates in the third and fourth sentences of the seventh
full paragraph under the caption “Underwriting” in the Statutory Prospectus and
the Final Prospectus, and (iv) the statements with respect to stabilization and
over-allotment of the Class A Certificates by the Underwriters (with respect to
themselves only) in the eleventh and twelfth full paragraphs under the caption
“Underwriting” in the Statutory Prospectus and the Final Prospectus. This
indemnity agreement will be in addition to any liability that any Underwriter
may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party or parties in writing of the
commencement thereof; but the omission so to notify the indemnifying party or
parties will not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section 6. In case any such action
is brought against any indemnified party and it notifies the indemnifying party
or parties of the commencement thereof, the indemnifying party or parties will
be entitled to participate therein, and to the extent that such indemnifying
party or parties may elect, by written notice delivered to such indemnified
party promptly after receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel satisfactory to such indemnified
party; provided, however, that if, in the reasonable judgment of
such indemnified party, a conflict of interest exists where it is advisable for
such indemnified party to be represented by separate counsel, the indemnified
party shall have the right to employ separate counsel in any such action, in
which event the fees and expenses of such separate counsel shall be borne by the
indemnifying party or parties. Upon receipt of notice from the indemnifying
party or parties to such indemnified party of the election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party or parties will not be liable to such indemnified party under
this Section 6 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party or parties shall not be liable for the expenses of more than
one such separate counsel representing the indemnified parties under
subparagraph (a) of this Section 6 who are parties to such action), (ii) the
indemnifying party or parties shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action or (iii) the indemnifying party
or parties have authorized the employment of counsel for the indemnified party
at the expense of the indemnifying party or parties; and except that, if

clause (i) or (iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii). It is understood that all
such fees and expenses of counsel for the indemnified party for which the
indemnifying party is liable shall be reimbursed as they are incurred. No
indemnifying party shall, without the prior written consent of the indemnified
party (which consent shall not be unreasonably withheld), effect any settlement
or compromise of, or consent to entry of judgment with respect to, any pending
or threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement or compromise of, or consent to entry
of judgment with respect to, includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding and does not include a statement as to or an admission of fault,
culpability or failure to act by or on behalf of any indemnified party.

(d) If at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel
payable pursuant to this Section 6, such indemnifying party agrees that it shall
be liable for any settlement, compromise or consent to entry of judgment of the
nature contemplated by clause (ii) of the proviso in Section 6(a) effected
without its written consent if (i) such settlement, compromise or consent to
entry of judgment is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid notice of request, (ii) such indemnifying
party shall have received notice of the terms of such settlement, compromise or
consent to entry of judgment at least 30 days prior to such settlement being
entered into, and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement, compromise or consent to entry of judgment.

(e) If the indemnification provided for in paragraph (a) or (b) of this
Section 6 is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Issuers on the one hand and the
Underwriters on the other hand from the offering of the Class A Certificates
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Issuers on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Issuers on the
one hand and the Underwriters on the other hand in connection with the offering
of the Class A Certificates pursuant to this Agreement shall be deemed to be in
the same proportion as the total proceeds from the offering of the Class A
Certificates pursuant to this Agreement (net of underwriting discounts and
commissions paid to the Underwriters but before deducting expenses) received by
the Issuers and the total underwriting discounts and commissions received by the
Underwriters in each case as set forth on the cover of the Final Prospectus,
bears to the aggregate initial public offering price of the Class A Certificates
as set forth on such cover. The relative fault of the Issuers on the one hand
and the Underwriters on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged

omission to state a material fact relates to information supplied by the
Issuers or by the Underwriters and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Issuers and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 6 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this Section 6. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 6 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any such action or claim.
Notwithstanding the provisions of this Section 6, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Class A Certificates underwritten by it and distributed to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of any such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 6, each person, if
any, who controls any Underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to
contribution as such Underwriter, and each director of an Issuer, each officer
of an Issuer who signed the Registration Statement, and each person, if any, who
controls an Issuer within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the
Issuers. The Underwriters’ respective obligations to contribute pursuant to this
Section 6 are several in proportion to the principal amount of Class A
Certificates set forth opposite their respective names in Schedule I hereto and
not joint.

7. Default. If any one or more Underwriters shall fail at the Closing
Time to purchase and pay for any of the Class A Certificates agreed to be
purchased by such Underwriter or Underwriters pursuant to this Agreement and
such failure to purchase shall constitute a default in the performance of its or
their obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions which
the aggregate face amount of Class A Certificates specified to be purchased by
them in Schedule I hereto bears to the aggregate face amount of Class A
Certificates to be purchased by all the remaining Underwriters) the Class A
Certificates which the defaulting Underwriter or Underwriters agreed but failed
to purchase; provided, however, that in the event that the
aggregate face amount of Class A Certificates that the defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
face amount of Class A Certificates to be purchased pursuant to this Agreement,
the remaining Underwriters shall have the right, but not the obligation within
24 hours thereafter, to make arrangements to purchase all, but not less than
all, of such Class A Certificates, and if such nondefaulting Underwriters do not
complete such arrangements within such 24 hour period, then this Agreement will
terminate without liability to any nondefaulting Underwriters or the Issuers. In
the event of any such termination, the provisions of Sections 5, 6 and 8 hereof
shall remain in effect. In the event of a default by any Underwriter as set
forth in this Section 7 that does not result in a termination of this Agreement,
the Closing Time shall be postponed for such period, not exceeding seven days,
as the nondefaulting Underwriters or the Issuers shall determine in order that
the required changes in the General Disclosure Package and the Final Prospectus
or in any other documents or arrangements may be effected. Nothing contained in
this Agreement shall relieve any

defaulting Underwriter of its liability, if any, to the Issuers and to any
nondefaulting Underwriters for damages occasioned by its default hereunder.

8. Representations, Warranties, Covenants, Indemnities and Agreements to
Survive Delivery. All representations, warranties, covenants, indemnities
and agreements contained in this Agreement, or contained in certificates of
officers of the Issuers submitted pursuant hereto, shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
the Issuers or any Underwriter or any controlling person of either and shall
survive delivery of any Class A Certificates to the Underwriters.

9. Termination. This Agreement may be terminated immediately upon
notice from you to the Company at any time at or prior to the Closing Time (i)
if there has been, since the respective dates as of which information is given
in the Registration Statement and the Final Prospectus (exclusive of any
amendments or supplements thereto subsequent to the date of this Agreement), any
material adverse change in the condition, financial or otherwise, of the
Guarantor and its subsidiaries considered as one enterprise, or in the earnings,
business affairs or business prospects of the Guarantor and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of
business, or (ii) if there has occurred any outbreak or escalation of
hostilities or any material adverse change in the financial markets in the
United States or in the international financial markets or any other calamity or
crisis the effect of any of which on the financial markets is such as to make
it, in your judgment, impracticable to market the Class A Certificates or
enforce contracts for the sale of the Class A Certificates, or (iii) if trading
in the securities of the Guarantor has been suspended by the Commission or the
New York Stock Exchange, or if trading generally on the New York Stock Exchange
has been suspended, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices for securities have been required, by said exchange or
by order of the Commission or any other governmental authority, or (iv) if a
banking moratorium has been declared by either Federal or New York authorities.
In the event of any such termination, the provisions of Sections 5, 6 and 8
hereof shall remain in effect.

10. Notices. All notices and other communications hereunder shall be
in writing and effective only upon receipt, and, if sent to the Underwriters,
will be mailed or transmitted by any standard form of telecommunication to the
Underwriters as set forth in Schedule I hereto or, if sent to the Issuers, will
be mailed or transmitted by any standard form of telecommunication to the
Company at P.O. Box 619616, Dallas/Fort Worth Airport, Texas 75261-9616,
facsimile no. (817) 967-2199, attention of the Treasurer.

11. Parties. This Agreement shall inure to the benefit of and be
binding upon the Underwriters and the Issuers and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be
construed to give any person, firm or corporation, other than the parties hereto
and their respective successors and the controlling persons and officers and
directors referred to in Section 6 hereof and their successors, heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties and their respective successors and said
controlling persons and officers and directors and their successors, heirs and
legal representatives, and for the benefit of no other person, firm or
corporation. No purchaser of

Class A Certificates from any Underwriter shall be deemed to be a successor
by reason merely of such purchase.

12. No Fiduciary Duty. The Issuers acknowledge and agree that each
Underwriter is acting solely in the capacity of an arm’s length contractual
counterparty to the Issuers with respect to the offering of Class A Certificates
contemplated hereby (including in connection with determining the terms of such
offering) and not as a financial advisor or a fiduciary to, or an agent of, any
Issuer or any of its subsidiaries. Additionally, no Underwriter is advising any
Issuer or any of its subsidiaries as to any legal, tax, investment, accounting
or regulatory matters in any jurisdiction with respect to the offering of the
Class A Certificates or the process leading thereto (irrespective of whether the
Underwriter has advised or is advising the Guarantor or the Company on other
matters). Each Underwriter advises that it and its affiliates are engaged in a
broad range of securities and financial services and that it and its affiliates
may enter into contractual relationships with purchasers or potential purchasers
of the Guarantor’s or the Company’s securities and that some of these services
or relationships may involve interests that differ from those of the Issuers and
need not be disclosed to the Issuers, unless otherwise required by law. The
Issuers have consulted with their own advisors concerning such matters and shall
be responsible for making their own independent investigation and appraisal of
the transactions contemplated hereby, and no Underwriter shall have any
responsibility or liability to the Issuers or any of their subsidiaries with
respect thereto. Any review by the Underwriters of the Issuers, the transactions
contemplated hereby or other matters relating to such transactions will be
performed solely for the benefit of the Underwriters and shall not be on behalf
of the Issuers. The Issuers waive, to the fullest extent permitted by law, any
claims they may have against the Underwriters for breach of fiduciary duty or
alleged breach of fiduciary duty and agree that no Underwriter shall have any
liability (whether direct or indirect) to the Issuers in respect of such a
fiduciary duty claim.

13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.

14. Patriot Act. In accordance with the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
the Underwriters are required to obtain, verify and record information that
identifies their respective clients, including the Company, which information
may include the name and address of their respective clients, as well as other
information that will allow the Underwriters to properly identify their
respective clients.

15. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

16. Counterparts. This Agreement may be executed in one or more
counterparts and when a counterpart has been executed by each party hereto all
such counterparts taken together shall constitute one and the same agreement.

If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon this instrument
will become a binding agreement between the Issuers and each Underwriter in
accordance with its terms.


Very truly yours, AMERICAN AIRLINES, INC.
By:	/s/ Beverly K. Goulet
	Name:	Beverly K. Goulet
	Title:	Vice President â Corporate Development and Treasurer

AMR CORPORATION
By:	/s/ Isabella D. Goren
	Name:	Isabella D. Goren
	Title:	Senior Vice President and Chief Financial Officer

confirmed and accepted as of
the date first above written:


MORGAN STANLEY & CO. LLC
	acting individually and as Representative of the Underwriters named in Schedule I hereto
	By:	/s/ Heidi Ho
		Name:	Heidi Ho
		Title:	Executive Director

DEUTSCHE BANK SECURITIES INC.
	acting individually and as Representative of the Underwriters named in Schedule I hereto
	By:	/s/ Marc Fratepietro
		Name:	Marc Fratepietro
		Title:	Managing Director \| CMTS North America

	By:	/s/ Scott Flieger
		Name:	Scott Flieger
		Title:	Managing Director COO, CMTS North America

GOLDMAN, SACHS & CO.
	acting individually and as Representative of the Underwriters named in Schedule I hereto
	By:	/s/ Goldman, Sachs & Co.
		(Goldman, Sachs & Co.)

CREDIT SUISSE SECURITIES (USA) LLC
	acting individually and as Representative of the Underwriters named in Schedule I hereto
	By:	/s/ Thomas L. Smith
		Name:	Thomas L. Smith
		Title:	Managing Director


CITIGROUP GLOBAL MARKETS INC.
	acting individually and as Representative of the Underwriters named in Schedule I hereto
	By:	/s/ Thomas Bliemel
		Name:	Thomas Bliemel
		Title:	Managing Director

SCHEDULE A
to
Underwriting
Agreement

		Schedule of Issuer Free Writing Prospectuses Included in the Disclosure Package

1.		An Issuer Free Writing Prospectus, dated September 27, 2011, containing the terms of the Class A Certificates (substantially in the form of Schedule C).

SCHEDULE B
to
Underwriting
Agreement

September 27, 2011


Class of			Final Expected
Pass Through	Aggregate		Distribution
Certificates	Amount	Interest Rate	Date
Class A Certificates	$725,694,000	8.625%	October 15, 2021

SCHEDULE C
to
Underwriting
Agreement

September 27, 2011

American Airlines, Inc. (“American”)



Securities:		Class A Pass Through Certificates, Series 2011-2A
		(“Class A Certificates”)

Amount:		$725,694,000

Preliminary Prospectus Supplement:		American has prepared and filed with the SEC a Preliminary Prospectus Supplement, dated September 27, 2011 (the “Preliminary Prospectus Supplement”), which includes additional information regarding its Pass Through Certificates, Series 2011-2. Terms used but not defined herein shall have the meanings set forth in the Preliminary Prospectus Supplement.

Public Offering Price:		100%

CUSIP:		02377V AA0

ISIN:		US02377VAA08

Coupon/Stated Interest Rate:		8.625%

Make-Whole Spread Over Treasuries:		0.50%

Parent Guarantee:		The payment obligations of American under the Series A Equipment Notes will be fully and unconditionally guaranteed by AMR Corporation, American’s parent company.

Available Amount under the Liquidity Facilities at April 15, 2012¹:		$91,034,115

Initial “Maximum Commitment” under the Liquidity Facilities:		$95,799,168

Underwriters’ Purchase Commitments:
Morgan Stanley & Co. LLC		$145,138,800
Deutsche Bank Securities Inc.		$145,138,800
Goldman, Sachs & Co.		$145,138,800
Credit Suisse Securities (USA) LLC		$145,138,800
Citigroup Global Markets Inc.		$145,138,800

Underwriting Commission:		$7,356,940



Concession to Selling Group Members:		0.50%

Discount to Brokers/Dealers:		0.25%

Underwriting Agreement:		September 27, 2011

Settlement:		October 4, 2011 (T+5) closing date, the 5th business day following the date hereof

The issuer has filed a registration statement (including a
prospectus) and a related prospectus supplement with the SEC for the offering to
which this communication relates. Before you invest, you should read the
prospectus in that registration statement, the prospectus supplement and other
documents the issuer has filed with the SEC for more complete information about
the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
underwriter or any dealer participating in the offering will arrange to send you
the prospectus and prospectus supplement if you request them by calling Morgan
Stanley & Co. LLC at 1-866-718-1649, Deutsche Bank Securities Inc. at
1-800-503-4611, Goldman, Sachs & Co. at 1-866-471-2526, Credit Suisse
Securities (USA) LLC at 1-212-325-3325 or Citigroup Global Markets Inc. at
1-212-723-6171 (institutional investors).


¹		The first Regular Distribution Date to occur after the Outside Termination Date, which is the last date by which Aircraft may be subjected to the financing of this offering.

SCHEDULE I
to
Underwriting
Agreement

Dated: As of September 27, 2011

AMERICAN AIRLINES, INC.


	Face
	Amount of
	Class A Certificates
Morgan Stanley & Co. LLC	$	145,138,800
Deutsche Bank Securities Inc.	$	145,138,800
Goldman, Sachs & Co.	$	145,138,800
Credit Suisse Securities (USA) LLC	$	145,138,800
Citigroup Global Markets Inc.	$	145,138,800

Total	$	725,694,000

All notices to the Underwriters shall be sent to the Representatives as
follows:

Morgan Stanley & Co. LLC
1585 Broadway, 29^th Floor
New York, New York 10036
Attention: Investment Banking Division
Facsimile: (212) 507-8999

Deutsche Bank Securities Inc.
60 Wall Street, 36^th Floor
New York, New York 10005
Attention: Debt Capital Markets Syndicate Desk, 3rd Floor
Facsimile: (212) 469-7875
With a copy to: Office of the General Counsel, 36th Floor
Facsimile: (212) 797-4561

Goldman, Sachs & Co.
200 West St.
New York, New York 10282
Attention: Registration

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
Attention: LCD-IBD
Facsimile: (212) 325-4296

Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York 10013
Attention: Global Structured Solutions
Facsimile: (646) 291-1114
With a copy to:
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Attention: General Counsel

SCHEDULE II
to
Underwriting
Agreement

Dated: As of September 27, 2011

AMERICAN AIRLINES, INC.

Underwriting fees, discounts, commissions or other compensation:
$7,356,940.00



Closing date, time and location:		10:00 A.M. on October 4, 2011 at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, NY 10022

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