{"id":43955,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/underwriting-agreement-amr-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"underwriting-agreement-amr-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/underwriting-agreement-amr-corp.html","title":{"rendered":"Underwriting Agreement – AMR Corp."},"content":{"rendered":"

AMERICAN AIRLINES, INC.<\/strong><\/p>\n

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Pass Through Certificates, Series 2011-2A<\/p>\n

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UNDERWRITING AGREEMENT<\/u><\/strong><\/p>\n

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Dated: As of September 27, 2011<\/p>\n

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\n

AMERICAN AIRLINES, INC.<\/strong><\/p>\n

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Pass Through Certificates, Series 2011-2A<\/p>\n

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Underwriting Agreement<\/strong><\/p>\n

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September 27, 2011<\/p>\n

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To the Underwriters named in Schedule I hereto<\/p>\n

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Ladies and Gentlemen:<\/p>\n

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American Airlines, Inc., a Delaware corporation (the “Company<\/u>“), and
\nwholly-owned subsidiary of AMR Corporation, a Delaware corporation (the
\n“Guarantor<\/u>” and, together with the Company, the “Issuers<\/u>“),
\nproposes that U.S. Bank Trust National Association, a national banking
\nassociation (“U.S. Bank<\/u>“) (as successor to State Street Bank and Trust
\nCompany of Connecticut, National Association), acting not in its individual
\ncapacity but solely as successor pass through trustee (the “Trustee<\/u>“)
\nunder the Pass Through Trust Agreement, dated as of March 21, 2002 (the
\n“Basic Agreement<\/u>“), as supplemented for the Company’s Pass Through
\nCertificates, Series 2011-2A (the “Class A Certificates<\/u>“) to be purchased
\nhereunder by a Trust Supplement No. 2011-2A (the “Class A Trust
\nSupplement<\/u>“) among the Company, the Guarantor and the Trustee (the Basic
\nAgreement, as supplemented by the Class A Trust Supplement, being referred to
\nherein as the “Trust Agreement<\/u>“), issue and sell to the underwriters
\nnamed in Schedule I hereto (collectively, the “Underwriters<\/u>“) the Class A
\nCertificates, in the aggregate amount and with the interest rate and final
\nexpected distribution date set forth on Schedule B hereto on the terms and
\nconditions stated herein and in Schedule II hereto.<\/p>\n

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The Class A Certificates will represent interests in the Company’s 2011-2A
\nPass Through Trust (the “Class A Trust<\/u>“), established pursuant to the
\nTrust Agreement to fund the purchase of one series of equipment notes (the
\n“Series A Equipment Notes<\/u>“) to be issued by the Company in connection
\nwith the financing of up to 43 aircraft owned by the Company (each, an
\n“Aircraft<\/u>” and collectively, the “Aircraft<\/u>“). The payment
\nobligations of the Company under each Series A Equipment Note will be fully and
\nunconditionally guaranteed by the Guarantor pursuant to a guarantee to be dated
\nas of the Closing Time (as defined below) (the “Guarantee<\/u>“). Subject to
\nthe terms and conditions of the Note Purchase Agreement (as defined below) and
\nthe relevant participation agreements between the Company and U.S. Bank, as
\nTrustee, Loan Trustee and Subordination Agent (each, a “Participation
\nAgreement<\/u>“), the Series A Equipment Notes will be issued under up to 43
\nseparate Indenture and Security Agreements between U.S. Bank, as Loan Trustee
\n(the “Loan Trustee<\/u>“), and the Company (each, including any supplements
\nthereto, an “Indenture<\/u>” and, collectively, the “Indentures<\/u>“).<\/p>\n

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The cash proceeds from the sale of the Class A Certificates by the Class A
\nTrust will be paid to U.S. Bank National Association (“U.S. Bank N.A.<\/u>“),
\nacting as escrow agent (the “Escrow Agent<\/u>“), under an Escrow and Paying
\nAgent Agreement among the Escrow Agent, the Underwriters, the Trustee and U.S.
\nBank, as paying agent (the “Paying Agent<\/u>“), for the benefit of the
\nholders of the Class A Certificates (the “Escrow and Paying Agent
\nAgreement<\/u>“). The Escrow Agent will deposit such cash proceeds (the
\n“Deposits<\/u>“) with The Bank of New York<\/p>\n

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2<\/p>\n

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\n

Mellon (the “Depositary<\/u>“), in accordance with a deposit agreement
\nrelating to the Class A Trust (the “Deposit Agreement<\/u>“), and will
\nwithdraw Deposits upon request to allow the Trustee to purchase Series A
\nEquipment Notes in respect of the Aircraft from time to time pursuant to a Note
\nPurchase Agreement, to be dated as of the Closing Time, among the Company, the
\nTrustee and U.S. Bank, as the Paying Agent and the Escrow Agent (the “Note
\nPurchase Agreement<\/u>“). With respect to each Class A Certificate, the Escrow
\nAgent will issue a receipt to be attached to such Class A Certificate (each an
\n“Escrow Receipt<\/u>“) representing a fractional undivided interest of the
\nholder of such Class A Certificate in amounts deposited with the Depositary on
\nbehalf of the Escrow Agent and will pay to such holders through the Paying Agent
\ninterest accrued on the Deposits and received by the Paying Agent pursuant to
\nthe Deposit Agreement at a rate per annum equal to the interest rate applicable
\nto such Class A Certificate.<\/p>\n

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Certain amounts of interest payable on the Class A Certificates issued by the
\nClass A Trust will be entitled to the benefits of a liquidity facility. Morgan
\nStanley Bank, N.A. (the “Liquidity Provider<\/u>“) will enter into a revolving
\ncredit agreement with respect to the Class A Trust (the “Liquidity
\nFacility<\/u>“), to be dated as of the Closing Time, for the benefit of the
\nholders of the Class A Certificates. The Liquidity Provider and the holders of
\nthe Class A Certificates will be entitled to the benefits of an Intercreditor
\nAgreement, to be dated as of the Closing Time (the “Intercreditor
\nAgreement<\/u>“), among the Trustee, U.S. Bank, as subordination agent and
\ntrustee thereunder (the “Subordination Agent<\/u>“), and the Liquidity
\nProvider.<\/p>\n

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

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Capitalized terms not otherwise defined in this Agreement shall have the
\nmeanings specified therefore in the Trust Agreement or the Intercreditor
\nAgreement; provided<\/u> that, as used in this Agreement, the term
\n“Operative Documents<\/u>” shall mean the Intercreditor Agreement, the
\nGuarantee, the Liquidity Facility, the Participation Agreements, the Indentures,
\nthe Trust Agreement, the Escrow and Paying Agent Agreement, the Deposit
\nAgreement and the Note Purchase Agreement.<\/p>\n

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The Company has prepared and filed on Form S-3 with the Securities and
\nExchange Commission (the “Commission<\/u>“) a registration statement (File
\nNos. 333-160646 and 333-160646-01) relating to the Company’s pass through
\ncertificates (including the Class A Certificates) and other securities
\n(collectively, the “Securities<\/u>“) and the offering thereof from time to
\ntime in accordance with Rule 415 under the Securities Act. Such registration
\nstatement, at any given time, including the amendments thereto up to such time,
\nthe exhibits and any schedules thereto at such time, the documents incorporated
\nby reference therein pursuant to Item 12 of Form S-3 under the Securities Act at
\nsuch time and the documents otherwise deemed to be a part thereof or included
\ntherein by the rules and regulations under the Securities Act, is herein called
\nthe “Registration Statement<\/u>.” The Registration Statement at the time it
\noriginally became effective is herein called the “Original Registration
\nStatement<\/u>.” As provided in Section 3(a) hereof, promptly after execution and
\ndelivery of this Agreement, the Company will prepare and file a final prospectus
\nrelating to the Class A Certificates in accordance with the provisions of Rule
\n430B under the Securities Act (“Rule 430B<\/u>“) and paragraph (b) of Rule 424
\nunder the<\/p>\n

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3<\/p>\n

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\n

Securities Act (“Rule 424<\/u>“). Any information included in such final
\nprospectus that was omitted from the Original Registration Statement but that is
\ndeemed to be part of and included in such registration statement pursuant to
\nRule 430B(f) is referred to as the “Rule 430B Information<\/u>.”<\/p>\n

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The term “Statutory Prospectus<\/u>” means the preliminary prospectus
\nsupplement relating to the Class A Certificates that omits Rule 430B
\nInformation, together with the base prospectus included in the Original
\nRegistration Statement, and including any document incorporated by reference
\ntherein pursuant to Item 12 of Form S-3 under the Securities Act immediately
\nprior to the Applicable Time (as defined below).<\/p>\n

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The term “Final Prospectus<\/u>” means the final prospectus supplement
\nrelating to the Class A Certificates and the base prospectus, collectively, in
\nthe form first filed pursuant to Rule 424(b) after the execution of this
\nAgreement, which includes the Rule 430B Information, including the documents
\nincorporated by reference therein pursuant to Item 12 of Form S-3 under the
\nSecurities Act at the time the Final Prospectus was issued.<\/p>\n

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Any reference to any amendment or supplement to the Final Prospectus shall be
\ndeemed to refer to and include any document incorporated by reference after the
\ndate of such Final Prospectus. Any reference to any amendment to the
\nRegistration Statement shall be deemed to include any document incorporated by
\nreference after the effective time of such Registration Statement.<\/p>\n

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The term “Issuer Free Writing Prospectus<\/u>” means any “issuer free
\nwriting prospectus,” as defined in Rule 433 under the Securities Act (“Rule
\n433<\/u>“), relating to the public offering of the Class A Certificates that is
\nprepared or approved in writing in advance by the Company and that is required
\nto be filed with the Commission by the Company.<\/p>\n

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The term “Applicable Time<\/u>” shall mean 3:30 p.m. (New York Time) on
\nSeptember 27, 2011.<\/p>\n

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The terms of the public offering of any of the Class A Certificates are set
\nforth in the General Disclosure Package relating thereto and the Final
\nProspectus. The term “General Disclosure Package<\/u>” means the Statutory
\nProspectus and the Issuer Free Writing Prospectus(es), if any, identified in
\nSchedule A hereto, all considered together.<\/p>\n

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1. Representations and Warranties<\/u>. Each of the Issuers jointly and
\nseverally represents and warrants to, and agrees with, each Underwriter that:\n<\/p>\n

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(a) Form S-3 Eligibility<\/u>. Each Issuer meets the requirements for use
\nof Form S-3 under the Securities Act.<\/p>\n

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(b) Effective Registration Statement<\/u>. Each Issuer is a well-known
\nseasoned issuer (as defined in Rule 405 under the Securities Act (“Rule
\n405<\/u>“)) eligible to use the Registration Statement as an automatic shelf
\nregistration statement; the Registration Statement has been filed with the
\nCommission, became effective upon filing under Rule 462(e) under the Securities
\nAct and is an “automatic shelf registration statement” as defined in Rule 405;
\nneither Issuer has received from the Commission any notice pursuant to Rule
\n401(g)(2) under the Securities Act objecting to the use of the automatic<\/p>\n

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4<\/p>\n

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\n

shelf registration statement form; no stop order suspending the effectiveness
\nof the Registration Statement has been issued and no proceeding for that purpose
\nhas been initiated or threatened by the Commission; no order preventing or
\nsuspending the use of the Statutory Prospectus or any Issuer Free Writing
\nProspectus has been issued by the Commission; any request on the part of the
\nCommission for additional information has been complied with to the reasonable
\nsatisfaction of counsel to the Underwriters, and the Final Prospectus containing
\nthe Rule 430B Information shall be filed with the Commission in the manner and
\nwithin the time period required by Rule 424(b) without reliance on Rule
\n424(b)(8) (or a post-effective amendment providing such information shall have
\nbeen filed and become effective in accordance with the requirements of Rule
\n430B). At the respective times the Original Registration Statement and each
\namendment thereto became effective, at any deemed effective date pursuant to
\nRule 430B(f)(2) and at the Closing Time, the Registration Statement complied and
\nwill comply in all material respects with the requirements of the Securities Act
\nand the rules and regulations under the Securities Act (the “Securities Act
\nRegulations<\/u>“) and the Trust Indenture Act of 1939, as amended (the
\n“TIA<\/u>“), and the rules and regulations under the TIA. At the deemed
\neffective date, pursuant to Rule 430B(f)(2), the Registration Statement did not
\ncontain an untrue statement of a material fact or omit to state a material fact
\nrequired to be stated therein or necessary to make the statements therein not
\nmisleading; provided, however, that the representations and warranties in this
\nSection 1(b) shall not apply to statements in or omissions from the Registration
\nStatement, the General Disclosure Package, the Final Prospectus or any Issuer
\nFree Writing Prospectus made in reliance upon and in conformity with written
\ninformation furnished to the Issuers by the Underwriters expressly for use
\ntherein (it being understood and agreed that the only such information furnished
\nby or on behalf of any Underwriter consists of the information described as such
\nin Section 6(b) hereof) or to those parts of the Registration Statement
\nconstituting a Statement of Eligibility and Qualification under the TIA (Form
\nT-1) of a trustee pursuant to an indenture.<\/p>\n

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

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5<\/p>\n

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\n

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

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(d) Incorporated Documents<\/u>. The General Disclosure Package and the
\nFinal Prospectus as delivered from time to time shall incorporate by reference
\n(i) the most recent Annual Report of each of the Guarantor and the Company on
\nForm 10-K, as amended, filed with the Commission, (ii) each Quarterly Report of
\neach of the Guarantor and the Company on Form 10-Q, as amended, filed with the
\nCommission on or after January 1, 2011, (iii) each Current Report of each of the
\nGuarantor and the Company on Form 8-K filed (not furnished) with the Commission
\non or after January 1, 2011, and (iv) such other reports as are specifically
\nincorporated by reference in the General Disclosure Package and the Final
\nProspectus (the “Incorporated Documents<\/u>“). The Incorporated Documents
\nfiled on or before the date hereof or hereafter are referred to herein as the
\n“SEC Reports.” The Incorporated Documents at the time they were or hereafter are
\nfiled with the Commission, or if amended, as so amended, complied and will
\ncomply in all material respects with the requirements of the Securities Exchange
\nAct of 1934, as amended (the “Exchange Act<\/u>“), and the rules and
\nregulations of the Commission thereunder (the “Exchange Act
\nRegulations<\/u>“). The Issuers will give the Representatives notice of their
\nintention to make any filings pursuant to the Exchange Act or the Exchange Act
\nRegulations from the Applicable Time to the Closing Time and will furnish the
\nRepresentatives with copies of any such documents prior to such proposed filing.\n<\/p>\n

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(e) Financial Statements<\/u>. The consolidated financial statements of
\neach of the Guarantor and the Company, together with the related schedules and
\nnotes, included in the SEC Reports and incorporated by reference in the
\nRegistration Statement and the Statutory Prospectus and to be incorporated by
\nreference in the Final Prospectus, present fairly the consolidated financial
\nposition of each of the Guarantor and the Company and their consolidated
\nsubsidiaries at the dates indicated and the statement of income, shareholders’
\nequity and cash flows of each of the Guarantor and the Company and their
\nconsolidated subsidiaries throughout the periods specified; and said financial
\nstatements have been or will be prepared in conformity with generally accepted
\naccounting principles (“GAAP<\/u>“) applied on a consistent basis during the
\nperiods involved (except as indicated in the footnotes to such financial
\nstatements). The supporting schedules included in the SEC Reports and
\nincorporated by reference in the General Disclosure Package and to be
\nincorporated by reference in the Final Prospectus present fairly in accordance
\nwith GAAP the information required to be stated therein.<\/p>\n

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(f) Independent Accountants<\/u>. Ernst & Young LLP, who reported on
\nthe annual consolidated financial statements of the Guarantor and the Company
\nthat are<\/p>\n

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6<\/p>\n

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><\/p>\n

\n

incorporated by reference in the General Disclosure Package and the Final
\nProspectus, is an independent registered public accounting firm as required by
\nthe Securities Act and the Securities Act Regulations.<\/p>\n

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><\/p>\n

(g) No Material Adverse Change in Business<\/u>. Since the respective dates
\nas of which information is given in the Registration Statement, the General
\nDisclosure Package or the Final Prospectus, except as otherwise stated therein
\nor contemplated thereby, (A) there has been no material adverse change in the
\ncondition, financial or otherwise, or the earnings, results of operations or
\ngeneral affairs of the Guarantor and its subsidiaries taken as a whole, whether
\nor not arising in the ordinary course of business (a “Material Adverse
\nEffect<\/u>“) and (B) there have been no transactions entered into by the
\nGuarantor or any of its subsidiaries other than those in the ordinary course of
\nbusiness, which are material with respect to the Guarantor and its subsidiaries
\ntaken as a whole.<\/p>\n

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(h) Good Standing of the Guarantor and the Company<\/u>. Each of the
\nGuarantor and the Company is a corporation duly incorporated and validly
\nexisting in good standing under the laws of the State of Delaware and has
\ncorporate power and authority to own, lease and operate its properties and
\nconduct its business as described in the General Disclosure Package and the
\nFinal Prospectus and to enter into and perform its obligations under, or as
\ncontemplated by, this Agreement. Each of the Guarantor and the Company is duly
\nqualified as a foreign corporation to transact business and is in good standing
\nin each jurisdiction in which such qualification is required, whether by reason
\nof the ownership or leasing of property or the conduct of business, except where
\nthe failure so to qualify or to be in good standing would not result in a
\nMaterial Adverse Effect. The Company has no “significant subsidiaries” (as such
\nterm is defined in Rule 1-02 of Regulation S-X).<\/p>\n

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(i) Capitalization<\/u>. All of the issued and outstanding capital stock of
\nthe Company has been duly authorized and validly issued, is fully paid and
\nnon-assessable and is owned by the Guarantor directly, free and clear of any
\nliens, encumbrances, equities or claims.<\/p>\n

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(j) Air Carrier Certification<\/u>. The Company (i) is an “air carrier”
\nwithin the meaning of 49 U.S.C. Section 40102(a), (ii) holds an air carrier
\noperating certificate issued by the Secretary of Transportation pursuant to
\nChapter 447 of Title 49 of the United States Code for aircraft capable of
\ncarrying 10 or more individuals or 6,000 pounds or more of cargo and (iii) is a
\n“citizen of the United States” as defined in 49 U.S.C. Section 40102.<\/p>\n

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(k) Authorization of Agreements<\/u>. This Agreement, the Series A
\nEquipment Notes and the Operative Documents each have been duly authorized by
\neach Issuer that is, or is to be, a party thereto. This Agreement and each
\nOperative Document (subject to the satisfaction of conditions precedent set
\nforth in the Note Purchase Agreement and the Participation Agreements) will be
\nat or prior to the applicable Closing Date (as defined in the applicable
\nParticipation Agreement) duly executed and delivered by each Issuer that is, or
\nis to be, a party thereto. The Series A Equipment Notes will be (subject to the
\nsatisfaction of conditions precedent set forth in the Note Purchase Agreement
\nand the<\/p>\n

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7<\/p>\n

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\n

Participation Agreements) duly executed and delivered by the Company at or
\nprior to the applicable Closing Date. Each Operative Document to which an Issuer
\nis, or is to be, a party, when duly executed and delivered by such Issuer,
\nassuming that such document constitutes the legal, valid and binding obligation
\nof each other party thereto, constitutes or will constitute, as the case may be,
\na valid and binding obligation of such Issuer, enforceable against such Issuer
\nin accordance with its terms, except as may be limited by bankruptcy,
\ninsolvency, reorganization, moratorium or other similar laws affecting
\nenforcement of creditors’ rights generally and by general principles of equity.
\nThe Basic Agreement as executed is substantially in the form filed as an exhibit
\nto the Registration Statement and has been duly qualified under the TIA. When
\nexecuted, authenticated, issued and delivered in the manner provided for in the
\nEscrow and Paying Agent Agreement, each Escrow Receipt will be legally and
\nvalidly issued and will be entitled to the benefits of the Escrow and Paying
\nAgent Agreement, except as may be limited by bankruptcy, insolvency,
\nreorganization, moratorium or other similar laws affecting enforcement of
\ncreditors’ rights generally and by general principles of equity. The Class A
\nCertificates, the Series A Equipment Notes, the Escrow Receipts and the
\nOperative Documents will conform in all material respects to the descriptions
\nthereof in the General Disclosure Package and the Final Prospectus.<\/p>\n

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(l) Certificates are Valid and Binding Obligations<\/u>. When duly
\nexecuted, authenticated and delivered by the Trustee in accordance with the
\nterms of the Trust Agreement and sold and paid for as provided in this
\nAgreement, the Class A Certificates will be validly issued pursuant to the Trust
\nAgreement and will constitute valid and binding obligations of the Trustee,
\nenforceable against such Trustee in accordance with their terms, except as may
\nbe limited by bankruptcy, insolvency, reorganization, moratorium or other
\nsimilar laws affecting enforcement of creditors’ rights generally and by general
\nprinciples of equity; and the holders of the Class A Certificates will be
\nentitled to the benefits of the Trust Agreement.<\/p>\n

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(m) Equipment Notes are Valid and Binding Obligations<\/u>. The Series A
\nEquipment Notes, when duly executed and delivered by the Company and when duly
\nauthenticated by the Loan Trustee in accordance with the terms of the related
\nIndentures, will be duly issued under such Indentures and will constitute valid
\nand binding obligations of the Company, enforceable against the Company in
\naccordance with their terms; and the holders thereof will be entitled to the
\nbenefits of the related Indentures, except as may be limited by bankruptcy,
\ninsolvency, reorganization, moratorium or other similar laws affecting
\nenforcement of creditors’ rights generally and by general principles of equity.\n<\/p>\n

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(n) Absence of Defaults and Conflicts<\/u>. Neither Issuer is in violation
\nof its charter or by-laws or other constituting or organizational document or in
\ndefault in the performance or observance of any obligation, agreement, covenant
\nor condition contained in any contract, indenture, mortgage, deed of trust, loan
\nor credit agreement, note, lease or other agreement or instrument to which such
\nIssuer is a party or by which such Issuer may be bound, or to which any of the
\nproperty or assets of such Issuer is subject (collectively, “Agreements and
\nInstruments<\/u>“), except for such defaults that would not reasonably be
\nexpected to result in a Material Adverse Effect and that would not affect<\/p>\n

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8<\/p>\n

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\n

the validity of the Series A Equipment Notes or the Class A Certificates; and
\nthe execution and delivery by each Issuer of this Agreement, the Series A
\nEquipment Notes and the Operative Documents to which it is, or is to be, a
\nparty, the consummation by such Issuer of the transactions herein and therein
\ncontemplated, and the compliance by such Issuer with its obligations hereunder
\nand thereunder and the terms hereof and thereof do not and will not, whether
\nwith or without the giving of notice or passage of time or both, conflict with
\nor constitute a breach of, or default or a Repayment Event (as defined below)
\nunder, or result in the creation or imposition of any lien, charge or
\nencumbrance upon any property or assets of such Issuer pursuant to, the
\nAgreements and Instruments (except for such conflicts, breaches, defaults or
\nRepayment Events or liens, charges or encumbrances that, singly or in the
\naggregate, would not reasonably be expected to result in a Material Adverse
\nEffect and that would not affect the validity of the Series A Equipment Notes or
\nthe Class A Certificates), or result in a violation of the provisions of the
\ncertificate of incorporation or by-laws, as amended, or other constituting or
\norganizational document of such Issuer, or any applicable law, statute, rule,
\nregulation, judgment, order, writ or decree of any government, governmental
\ninstrumentality or court, domestic or foreign, having jurisdiction over such
\nIssuer or any of its assets, properties or operations, except, in each case, for
\nsuch conflicts, breaches, violations or defaults, that, singly or in the
\naggregate, would not reasonably be expected to result in a Material Adverse
\nEffect and that would not affect the validity of the Series A Equipment Notes or
\nthe Class A Certificates. As used herein, a “Repayment Event” means any event or
\ncondition which gives the holder of any note, debenture or other evidence of
\nindebtedness (or any person acting on such holder’s behalf) the right to require
\nthe repurchase, redemption or repayment prior to the stated maturity or date of
\nmandatory redemption or repayment thereof of all or a portion of such
\nindebtedness by the Company or the Guarantor, as applicable.<\/p>\n

\u00a0<\/p>\n

(o) Absence of Labor Dispute<\/u>. Other than as described in the General
\nDisclosure Package and the Final Prospectus, no labor dispute with the employees
\nof the Guarantor or any of its subsidiaries exists or, to the knowledge of the
\nCompany, is imminent, which the Company expects to have a Material Adverse
\nEffect.<\/p>\n

\u00a0<\/p>\n

(p) Absence of Proceedings<\/u>. Other than as set forth in the General
\nDisclosure Package and the Final Prospectus, there is no action, suit,
\nproceeding, inquiry or investigation before or brought by any court or
\ngovernmental agency or body, domestic or foreign, now pending, or, to the
\nknowledge of the Company, threatened, against the Guarantor or any of its
\nsubsidiaries which, in the judgment of the Company, is likely to result in a
\nMaterial Adverse Effect.<\/p>\n

\u00a0<\/p>\n

(q) Absence of Further Requirements<\/u>. No consent, approval,
\nauthorization, order or license of, or filing with or notice to, any government,
\ngovernmental instrumentality, regulatory body or authority or court, domestic or
\nforeign, is required for the valid authorization, issuance and delivery of the
\nClass A Certificates and the Series A Equipment Notes, for the valid
\nauthorization, execution, delivery and performance of this Agreement, the Series
\nA Equipment Notes and the<\/p>\n

\u00a0<\/p>\n

9<\/p>\n<\/p>\n

\u00a0<\/p>\n

\n

Operative Documents by each Issuer that is, or is to be, a party thereto, or
\nfor the consummation by each Issuer of the transactions contemplated by this
\nAgreement, the Series A Equipment Notes and the Operative Documents to which
\nsuch Issuer is, or is to be, a party, except (i) such as has been already
\nobtained or made, (ii) such as are required under the Securities Act or the
\nSecurities Act Regulations or state securities laws in connection with the
\nRegistration Statement, and (iii) filings or recordings with respect to the
\nAircraft with the Federal Aviation Administration and registration with the
\nInternational Registry and under the Uniform Commercial Code as in effect in
\nDelaware.<\/p>\n

\u00a0<\/p>\n

(r) Investment Company Act<\/u>. Neither the Company nor the Guarantor is,
\nnor upon the issuance and sale of the Class A Certificates as contemplated by
\nthis Agreement and the application of the net proceeds therefrom as described in
\nthe General Disclosure Package and the Final Prospectus will be, an “investment
\ncompany” or an entity “controlled” by an “investment company,” as such terms are
\ndefined in the Investment Company Act of 1940, as amended (the “1940
\nAct<\/u>“), nor will the Class A Trust or the escrow arrangements relating to the
\nClass A Trust contemplated by the Escrow and Paying Agent Agreement be required
\nto register as an “investment company” as defined in the 1940 Act.<\/p>\n

\u00a0<\/p>\n

(s) Environmental Laws<\/u>. There has been no storage, disposal,
\ngeneration, manufacture, refinement, transportation, handling or treatment of
\ntoxic wastes, medical wastes, hazardous wastes or hazardous substances by the
\nCompany (or, to the knowledge of the Company, any of its predecessors in
\ninterest), or at, upon or from any of the property now or previously owned or
\nleased by the Company in violation of, and the Company has no liability under,
\nany applicable law, ordinance, rule, regulation, order, judgment, decree or
\npermit or which would require remedial action under any applicable law,
\nordinance, rule, regulation, order, judgment, decree or permit applicable to the
\nCompany, except for any violation, liability or remedial action which would not
\nhave, or could not be reasonably likely to have, singularly or in the aggregate
\nwith all such violations, liabilities and remedial actions, a Material Adverse
\nEffect; there has been no spill, discharge, leak, emission, injection, escape,
\ndumping or release of any kind by the Company onto such property or into the
\nenvironment surrounding such property of any toxic wastes, medical wastes, solid
\nwastes, hazardous wastes or hazardous substances due to or caused by the Company
\nor with respect to which the Company has knowledge, except for any such spill,
\ndischarge, leak, emission, injection, escape, dumping or release which would not
\nhave or would not be reasonably likely to have, singularly or in the aggregate
\nwith all such spills, discharges, leaks, emissions, injections, escapes,
\ndumpings and releases, a Material Adverse Effect. The terms “hazardous wastes,”
\n“toxic wastes,” “hazardous substances” and “medical wastes” shall have the
\nmeanings specified in any applicable local, state, federal and foreign laws or
\nregulations with respect to environmental protection or human health. In the
\nordinary course of its business, the Company conducts a periodic review of the
\neffect of any and all applicable foreign, federal, state and local laws and
\nregulations relating to the protection of human health and safety, the
\nenvironment, and hazardous and toxic substances and wastes, pollutants and
\ncontaminants (“Environmental Laws<\/u>“) on the business, operations and
\nproperties of the Company, in the course of which it identifies and evaluates
\nassociated costs and liabilities (including, without limitation, any capital or
\noperating expenditures required for clean-up, closure of properties or
\ncompliance with Environmental Laws or any permit, license or approval, any
\nrelated constraints on operating activities and any<\/p>\n

\u00a0<\/p>\n

10<\/p>\n

\u00a0<\/p>\n

\n

potential liabilities to third parties). On the basis of such review, the
\nCompany has reasonably concluded that such associated costs and liabilities have
\nnot had and would not, singularly or in the aggregate, reasonably be expected to
\nhave a Material Adverse Effect.<\/p>\n

\u00a0<\/p>\n

(t) ERISA<\/u>. Each of the Guarantor and the Company is in compliance in
\nall material respects with all presently applicable provisions of the Employee
\nRetirement Income Security Act of 1974, as amended, including the regulations
\nand published interpretations thereunder (“ERISA<\/u>“); no “reportable event”
\n(as defined in ERISA) has occurred with respect to any “pension plan” (as
\ndefined in ERISA) for which either the Guarantor or the Company would have any
\nliability; neither the Guarantor nor the Company has incurred or expects to
\nincur liability under (A) Title IV of ERISA with respect to the termination of,
\nor withdrawal from, any “pension plan” or (B) Section 412 or 4971 of the
\nInternal Revenue Code of 1986, as amended, including the regulations and
\npublished interpretations thereunder (the “Code<\/u>“); and each “pension
\nplan” for which either the Guarantor or the Company would have any liability
\nthat is intended to be qualified under Section 401(a) of the Code is so
\nqualified in all material respects and nothing has occurred, whether by action
\nor by failure to act, which either the Guarantor or the Company reasonably
\nexpects would cause the loss of such qualification.<\/p>\n

\u00a0<\/p>\n

(u) Insurance<\/u>. The Company carries, or is covered by, insurance in
\nsuch amounts and covering such risks as is adequate for the conduct of its
\nbusiness and the value of its respective properties.<\/p>\n

\u00a0<\/p>\n

(v) Taxes<\/u>. The Company has filed all federal, state and local income
\nand franchise tax returns required to be filed through the date hereof, except
\nfor such exceptions as would not individually or collectively have a Material
\nAdverse Effect, and has paid all taxes due thereon, except such as are being
\ncontested in good faith by appropriate proceedings, and no tax deficiency has
\nbeen determined adversely to the Company which has had, nor does the Company
\nhave any knowledge of any tax deficiency which, if determined adversely to the
\nCompany, might have, a Material Adverse Effect.<\/p>\n

\u00a0<\/p>\n

(w) Internal Controls<\/u>. The Company and the Guarantor (A) make and keep
\naccurate books and records that, in reasonable detail, accurately and fairly
\nreflect the transactions and disposition of the assets of the Company and the
\nGuarantor, and (B) maintain internal accounting controls which provide
\nreasonable assurance that (i) transactions are executed in accordance with
\nmanagement’s authorization, (ii) transactions are recorded as necessary to
\npermit preparation of their financial statements in conformity with generally
\naccepted accounting principles and to maintain accountability for their assets,
\n(iii) access to their assets is permitted only in accordance with management’s
\nauthorization and (iv) the recorded accountability for their assets is compared
\nwith existing assets at reasonable intervals. The Company and the Guarantor
\nmaintain a system of internal control over financial reporting (as such term is
\ndefined in Rule 13a-15(f) of the Exchange Act) that has been designed by the
\nCompany’s or the Guarantor’s respective principal executive officer and
\nprincipal financial officer, or under their supervision, to provide reasonable
\nassurance regarding the reliability of financial<\/p>\n

\u00a0<\/p>\n

11<\/p>\n

\u00a0<\/p>\n

\n

reporting and the preparation of financial statements for external purposes
\nin accordance with generally accepted accounting principles. Neither the Company
\nnor the Guarantor is aware of any material weaknesses in its internal control
\nover financial reporting which are reasonably likely to adversely affect the
\nCompany’s or the Guarantor’s ability to record, process, summarize and report
\nfinancial information. Since the date of the latest audited financial statements
\nincluded in the General Disclosure Package and the Final Prospectus, there has
\nbeen no change in the Company’s or the Guarantor’s internal control over
\nfinancial reporting that has materially affected, or is reasonably likely to
\nmaterially affect, the Company’s or the Guarantor’s internal control over
\nfinancial reporting.<\/p>\n

\u00a0<\/p>\n

(x) Disclosure Controls and Procedures.<\/u> The Company and the Guarantor
\nmaintain disclosure controls and procedures (as such term is defined in Rule
\n13a-15(e) of the Exchange Act) that have been designed to ensure that material
\ninformation relating to the Company and the Guarantor, including their
\nrespective consolidated subsidiaries, is made known to the Company’s and the
\nGuarantor’s principal executive officer and principal financial officer by
\nothers within those entities; such disclosure controls and procedures are
\neffective.<\/p>\n

\u00a0<\/p>\n

(y) No Unlawful Payments<\/u>. The Company has implemented compliance
\nprograms for purposes of (i) informing the appropriate officers and employees of
\nthe Company and its subsidiaries of the Company’s policies against (1) the use
\nof corporate funds for unlawful contributions, gifts, entertainment or other
\nunlawful expenses relating to political activity, (2) direct or indirect
\nunlawful payments to any foreign or domestic government official or employee
\nfrom corporate funds, (3) violations of the Foreign Corrupt Practices Act of
\n1977, as amended, and (4) making any bribes, rebates, payoffs, influence
\npayments kickbacks or other unlawful payments and (ii) requiring such officers
\nand employees to report to the Company any knowledge they may have of violations
\nof the Company’s policies referred to above and no such reports have been made.\n<\/p>\n

\u00a0<\/p>\n

(z) No Brokerage Commission; Finder’s Fee<\/u>. To the best of the
\nCompany’s knowledge after due inquiry, there are no contracts, agreements or
\nunderstandings between the Company and any person that would give rise to a
\nvalid claim against the Company or the Underwriters for a brokerage commission,
\nfinder’s fee or other like payment in connection with this offering.<\/p>\n

\u00a0<\/p>\n

(aa) Reporting Company<\/u>. The Company is subject to the reporting
\nrequirements of Section 13 or Section 15(d) of the Exchange Act.<\/p>\n

\u00a0<\/p>\n

(bb) Well-Known Seasoned Issuer<\/u>. (A)(i) At the time of filing the
\nRegistration Statement, (ii) at the time of the most recent amendment thereto
\nfor the purposes of complying with Section 10(a)(3) of the Securities Act
\n(whether such amendment was by post-effective amendment, incorporated report
\nfiled pursuant to Section 13 or 15(d) of the Exchange Act or form of
\nprospectus), and (iii) at the time the Company or any person acting on its
\nbehalf (within the meaning, for this clause only, of Rule 163(c) under the
\nSecurities Act) made any offer relating to the Securities in reliance on the
\nexemption of Rule 163 under the Securities Act, each Issuer was a “well-known
\nseasoned issuer” as<\/p>\n

\u00a0<\/p>\n

12<\/p>\n

\u00a0<\/p>\n

\n

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

\u00a0<\/p>\n

(cc) Possession of Licenses and Permits<\/u>. The Company possesses such
\npermits, licenses, approvals, consents and other authorizations (collectively,
\n“Licenses<\/u>“) issued by the appropriate federal, state, local or foreign
\nregulatory agencies or bodies and third parties, governmental or otherwise,
\nnecessary to conduct the business now operated by it as described in the General
\nDisclosure Package and the Final Prospectus, except for such failures to possess
\nLicenses as would not, singly or in the aggregate, result in a Material Adverse
\nEffect; the Company is in compliance with the terms and conditions of all such
\nLicenses, except where the failure so to comply would not, singly or in the
\naggregate, have a Material Adverse Effect; all of the Licenses are valid and in
\nfull force and effect, except where the invalidity of such Licenses or the
\nfailure of such Licenses to be in full force and effect would not, singly or in
\nthe aggregate, result in a Material Adverse Effect; and the Company has not
\nreceived any notice of proceedings relating to the revocation or modification of
\nany such Licenses which, singly or in the aggregate, if the subject of an
\nunfavorable decision, ruling or finding, would result in a Material Adverse
\nEffect.<\/p>\n

\u00a0<\/p>\n

(dd) Compliance with Money Laundering Laws<\/u>. The operations of the
\nCompany and its subsidiaries are and have been conducted at all times in
\nmaterial compliance with all applicable financial recordkeeping and reporting
\nrequirements, including those of the Bank Secrecy Act, as amended by Title III
\nof the Uniting and Strengthening America by Providing Appropriate Tools Required
\nto Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the
\napplicable anti-money laundering statutes of jurisdictions where the Company and
\nits subsidiaries conduct business, the rules and regulations thereunder and any
\nrelated or similar rules, regulations or guidelines, issued, administered or
\nenforced by any governmental agency (collectively, the “Anti-Money Laundering
\nLaws<\/u>“), and no action, suit or proceeding by or before any court or
\ngovernmental agency, authority or body or any arbitrator involving the Company
\nor any of its subsidiaries with respect to the Anti-Money Laundering Laws is
\npending or, to the best knowledge of the Company, threatened.<\/p>\n

\u00a0<\/p>\n

(ee) OFAC<\/u>. None of the Company, any of its subsidiaries or, to the
\nknowledge of the Company, any director, officer, agent, employee, affiliate or
\nother person acting on behalf of the Company or any of its subsidiaries is
\ncurrently subject to any U.S. sanctions administered by the Office of Foreign
\nAssets Control of the U.S. Treasury Department (“OFAC”); and the Company will
\nnot directly or indirectly use the proceeds of the sale of the Securities, or
\nlend, contribute or otherwise make available such proceeds to any of its
\nsubsidiaries, joint venture partners or other person, for the purpose of
\nfinancing the activities of any person currently subject to any U.S. sanctions
\nadministered by OFAC.<\/p>\n

\u00a0<\/p>\n

13<\/p>\n

\u00a0<\/p>\n

\n

Any certificate signed by any officer of the Company delivered to the
\nUnderwriters or to counsel for the Underwriters pursuant to or in connection
\nwith this Agreement shall be deemed a representation and warranty by the Company
\nto the Underwriters as to the matters covered thereby as of the date or dates
\nindicated in such certificate.<\/p>\n

\u00a0<\/p>\n

2. Purchase and Sale; Closing<\/u>. (a) On the basis of the
\nrepresentations, warranties and agreements herein contained (except as may be
\notherwise specified in Schedule II hereto) and subject to the terms and
\nconditions herein and therein set forth, the Issuers, jointly and severally,
\nagree to cause the Trustee to sell to each Underwriter, and each Underwriter
\nagrees, severally and not jointly, to purchase from the Trustee, at a purchase
\nprice of 100% of the face amount thereof, the aggregate face amount of Class A
\nCertificates set forth opposite the name of such Underwriter in Schedule I
\nhereto. Concurrently with the issuance of the Class A Certificates, the Escrow
\nAgent shall issue and deliver to the Trustee the Escrow Receipts in accordance
\nwith the terms of the Escrow and Paying Agent Agreement, which Escrow Receipts
\nshall be attached to the related Class A Certificates.<\/p>\n

\u00a0<\/p>\n

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

\u00a0<\/p>\n

(c) The Company will pay to the Representatives at the Closing Time for the
\naccounts of the Underwriters any fee, commission or other compensation which is
\nspecified in Schedule II hereto. Such payment will be made by federal funds wire
\ntransfer or other immediately available funds.<\/p>\n

\u00a0<\/p>\n

3. Covenants<\/u>. The Company and, where specifically indicated, the
\nGuarantor, jointly and severally, covenant with each Underwriter as follows:\n<\/p>\n

\u00a0<\/p>\n

(a) Immediately following the execution of this Agreement, the Company will
\n(x) prepare the Final Prospectus that complies with the Securities Act and the
\nSecurities Act Regulations and which sets forth the face amount of the Class A
\nCertificates and<\/p>\n

\u00a0<\/p>\n

14<\/p>\n

\u00a0<\/p>\n

\n

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

\u00a0<\/p>\n

(b) During the period when a prospectus (or in lieu thereof, a notice
\nreferred to in Rule 173(a) under the Securities Act (“Rule 173(a)<\/u>“)
\nrelating to the Class A Certificates is required to be delivered under the
\nSecurities Act, the Company will promptly advise you of (i) the effectiveness of
\nany amendment to the Registration Statement, (ii) the transmittal to the
\nCommission for filing of any supplement to the Final Prospectus or any document
\nthat would as a result thereof be incorporated by reference in the Final
\nProspectus, (iii) any request by the Commission for any amendment of the
\nRegistration Statement or any amendment or supplement to the Final Prospectus or
\nfor any additional information relating thereto or to any document incorporated
\nby reference therein, (iv) the issuance by the Commission of any stop order
\nsuspending the effectiveness of the Registration Statement or the institution or
\nthreatening of any proceeding for that purpose, and (v) the receipt by the
\nCompany of any notification with respect to the suspension of the qualification
\nof the Class A Certificates for sale in any jurisdiction or the institution or
\nthreatening of any proceeding for such purpose. The Company will use its best
\nefforts to prevent the issuance of any such stop order or suspension and, if
\nissued, to obtain as soon as possible the withdrawal thereof.<\/p>\n

\u00a0<\/p>\n

(c) If, at any time when a prospectus (or in lieu thereof, a notice referred
\nto in Rule 173(a)) relating to the Class A Certificates is required to be
\ndelivered under the Securities Act, any event occurs as a result of which the
\nFinal Prospectus as then amended or supplemented would include any untrue
\nstatement of a material fact or omit to state any material fact necessary to
\nmake the statements therein, in light of the circumstances under which they were
\nmade, not misleading, or if it shall be necessary to amend or supplement the
\nFinal Prospectus to comply with the Securities Act or the Securities Act
\nRegulations, the Company promptly will prepare and file with the Commission,
\nsubject to paragraph (d) of this Section 3, an amendment or supplement which
\nwill correct such statement or omission or an amendment or supplement which will
\neffect such compliance and the Company will use its reasonable efforts to have
\nany such amendment to the Registration Statement or new registration statement
\ndeclared effective as soon as practicable (if it is not an automatic shelf
\nregistration statement with respect to the Class A Certificates). Neither your
\nconsent to, nor the Underwriters’ delivery of, any such amendment or supplement
\nshall constitute a waiver of any of the conditions set forth in Section 4.<\/p>\n

\u00a0<\/p>\n

15<\/p>\n

\u00a0<\/p>\n

\n

(d) At any time when a prospectus (or in lieu thereof, a notice referred to
\nin Rule 173(a)) relating to the Class A Certificates is required to be delivered
\nunder the Securities Act or the Securities Act Regulations, the Company will
\ngive you notice of its intention to file any amendment to the Registration
\nStatement or any amendment or supplement to the Final Prospectus, whether
\npursuant to the Exchange Act, the Securities Act or otherwise, will furnish you
\nwith copies of any such amendment or supplement or other documents proposed to
\nbe filed within a reasonable time in advance of filing, and will not file any
\nsuch amendment or supplement or other documents in a form to which you shall
\nreasonably object.<\/p>\n

\u00a0<\/p>\n

(e) The Company has furnished or will furnish, if requested, to you and your
\ncounsel, without charge, conformed copies of the Original Registration Statement
\nand of all amendments thereto, whether filed before or after such Registration
\nStatement originally became effective (including exhibits thereto and the
\ndocuments incorporated therein by reference) and the copies of the Original
\nRegistration Statement and each amendment thereto furnished to the Underwriters
\nwill be identical to the electronically transmitted copies thereof filed with
\nthe Commission pursuant to EDGAR, except to the extent permitted by Regulation
\nS-T. So long as delivery of a Final Prospectus (or in lieu thereof, a notice
\nreferred to in Rule 173(a)) by the Underwriter may be required by the Securities
\nAct, the Company will furnish as many copies of any Statutory Prospectus, the
\nFinal Prospectus and any amendments thereof and supplements thereto as you may
\nreasonably request and the Final Prospectus and any amendments or supplements
\nthereto furnished to each Underwriter will be identical to the electronically
\ntransmitted copies thereof filed with the Commission pursuant to EDGAR, except
\nto the extent permitted by Regulation S-T or required under Rule 424(e).<\/p>\n

\u00a0<\/p>\n

(f) The Issuers shall use their reasonable efforts, in cooperation with the
\nUnderwriters, to qualify the Class A Certificates for offering and sale under
\nthe applicable securities laws of such states in the United States as the
\nUnderwriters may reasonably designate and will maintain such qualifications in
\neffect so long as required in connection with the distribution of the Class A
\nCertificates; provided, however, that the Issuers shall not be obligated to file
\nany general consent to service of process or to qualify as a foreign corporation
\nor as a dealer in securities in any jurisdiction in which it is not so qualified
\nor to subject itself to taxation in respect of doing business in any
\njurisdiction in which it is not otherwise so subject.<\/p>\n

\u00a0<\/p>\n

(g) The Company intends to use the proceeds received by it from the sale of
\nthe Series A Equipment Notes in the manner to be indicated in the Final
\nProspectus under “Use of Proceeds.”<\/p>\n

\u00a0<\/p>\n

(h) The Issuers shall cooperate with the Underwriters and use their
\nreasonable efforts to permit the Class A Certificates to be eligible for
\nclearance and settlement through the facilities of DTC.<\/p>\n

\u00a0<\/p>\n

(i) The Issuers, during the period when a Final Prospectus (or in lieu
\nthereof, the notice referred to in Rule 173(a)) relating to the Class A
\nCertificates is required to be delivered, will file all documents required to be
\nfiled with the Commission pursuant to<\/p>\n

\u00a0<\/p>\n

16<\/p>\n

\u00a0<\/p>\n

\n

the Exchange Act within the time periods required by the Exchange Act and the
\nExchange Act Regulations.<\/p>\n

\u00a0<\/p>\n

(j) The Company represents and agrees that, unless it obtains the prior
\nconsent of each Underwriter, and each Underwriter represents and agrees that,
\nunless it obtains the prior consent of the Company, it has not made and will not
\nmake any offer relating to the Class A Certificates that would constitute an
\n“issuer free writing prospectus,” as defined in Rule 433 or that would otherwise
\nconstitute a “free writing prospectus” as defined in Rule 405. Any such free
\nwriting prospectus consented to by the Company and the Underwriters is
\nhereinafter referred to as a “Permitted Free Writing Prospectus.” The Company
\nrepresents that it has treated or agrees that it will treat each Permitted Free
\nWriting Prospectus as an “issuer free writing prospectus,” as defined in Rule
\n433, and has complied and will comply with the requirements of Rule 433 as
\napplicable to any Permitted Free Writing Prospectus, including timely filing
\nwith the Commission where required, legending and record keeping.<\/p>\n

\u00a0<\/p>\n

(k) Between the date of this Agreement and the Closing Time, the Company will
\nnot, without your prior consent, offer, sell or enter into any agreement to sell
\nany public debt securities registered under the Securities Act (other than the
\nClass A Certificates) or any debt securities which may be sold in a transaction
\nexempt from the registration requirements of the Securities Act in reliance on
\nRule 144A under the Securities Act and which are marketed through the use of a
\ndisclosure document containing substantially the same information as a
\nprospectus for similar debt securities registered under the Securities Act.<\/p>\n

\u00a0<\/p>\n

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

\u00a0<\/p>\n

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

\u00a0<\/p>\n

4. Conditions to the Obligations of the Underwriters<\/u>. Except as
\notherwise provided in Schedule II hereto, the obligations of the Underwriters to
\npurchase and pay for the Class A Certificates pursuant to this Agreement shall
\nbe subject to the accuracy of and compliance with the representations and
\nwarranties of the Company contained herein as of the date hereof and the Closing
\nTime, to the accuracy of the statements of the Company’s officers made in any
\ncertificates furnished pursuant to the provisions hereof, to the performance by
\nthe Company of its covenants and other obligations hereunder and to the
\nfollowing additional conditions:<\/p>\n

\u00a0<\/p>\n

17<\/p>\n

\u00a0<\/p>\n

\n

(a) At the Closing Time, no stop order suspending the effectiveness of the
\nRegistration Statement shall have been issued under the Securities Act and no
\nproceedings therefor shall have been instituted or threatened by the Commission.\n<\/p>\n

\u00a0<\/p>\n

(b) At the Closing Time, you shall have received:<\/p>\n

\u00a0<\/p>\n

(1) An opinion and letter, dated as of the Closing Time, from Gary F.
\nKennedy, Senior Vice President, General Counsel and Chief Compliance Officer of
\nthe Company and the Guarantor, in form reasonably satisfactory to you and your
\ncounsel substantially in the form of Exhibits A-1 and A-2 hereto, respectively.\n<\/p>\n

\u00a0<\/p>\n

(2) An opinion, dated as of the Closing Time, of Debevoise & Plimpton
\nLLP, as counsel for the Company and the Guarantor, in form reasonably
\nsatisfactory to you and your counsel substantially in the form of Exhibit B
\nhereto.<\/p>\n

\u00a0<\/p>\n

(3) An opinion, dated as of the Closing Time, from (i) Shipman & Goodwin
\nLLP, counsel for U.S. Bank, individually, as Subordination Agent, Trustee and
\nLoan Trustee, and (ii) Richards, Layton & Finger, P.A., corporate counsel to
\nthe Subordination Agent, Trustee and Loan Trustee, each in form and substance
\nreasonably satisfactory to you and your counsel and substantially to the effect
\nset forth in Exhibit C-1 and C-2 hereto, respectively.<\/p>\n

\u00a0<\/p>\n

(4) An opinion, dated as of the Closing Time, from (i) Pillsbury Winthrop
\nShaw Pittman LLP, special counsel for the Liquidity Provider, and (ii) Lee
\nKurman, Esq., Counsel to the Liquidity Provider, each in form and substance
\nreasonably satisfactory to you and your counsel, substantially to the effect set
\nforth in Exhibits D-1 and D-2 hereto, respectively.<\/p>\n

\u00a0<\/p>\n

(5) An opinion, dated as of the Closing Time, from Shipman & Goodwin LLP,
\ncounsel for U.S. Bank N.A., as Escrow Agent, in form and substance reasonably
\nsatisfactory to you and your counsel, substantially to the effect set forth in
\nExhibit E hereto.<\/p>\n

\u00a0<\/p>\n

(6) An opinion, dated as of the Closing Time, from Richards, Layton &
\nFinger, P.A., tax counsel to the Trustee, in form and substance reasonably
\nsatisfactory to you and your counsel and substantially to the effect set forth
\nin Exhibit F hereto.<\/p>\n

\u00a0<\/p>\n

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

\u00a0<\/p>\n

(8) An opinion, dated as of the Closing Time, from Shearman & Sterling
\nLLP, counsel for the Underwriters, to the effect that the opinions delivered
\npursuant to subsections (b)(1) through (b)(7) of this Section 4 appear on<\/p>\n

\u00a0<\/p>\n

18<\/p>\n

\u00a0<\/p>\n

\n

their face to be appropriately responsive to the requirements of this
\nAgreement except, specifying the same, to the extent waived by you and with
\nrespect to the issuance and sale of the Class A Certificates, the Registration
\nStatement, the General Disclosure Package, the Final Prospectus and other
\nrelated matters as you may reasonably require.<\/p>\n

\u00a0<\/p>\n

(c) At the Closing Time, there shall not have been, since the respective
\ndates as of which information is given in the General Disclosure Package and the
\nFinal Prospectus, any material adverse change in the condition, financial or
\notherwise, of the Company and its subsidiaries considered as one enterprise, or
\nin the earnings, business affairs or business prospects of the Company and its
\nsubsidiaries considered as one enterprise, whether or not arising in the
\nordinary course of business, and you shall have received a certificate of the
\nPresident, an Executive Vice President, a Senior Vice President or a Vice
\nPresident of the Company, dated as of such Closing Time, to the effect that
\nthere has been no such material adverse change and to the effect that the
\nrepresentations and warranties of the Company contained in Section 1 hereof are
\ntrue and correct with the same force and effect as though made at such Closing
\nTime.<\/p>\n

\u00a0<\/p>\n

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

\u00a0<\/p>\n

(e) Promptly after the execution of this Agreement and also at the Closing
\nTime, you shall have received from Ernst &Young LLP a letter or letters,
\ndated as of the respective dates of delivery thereof, in form and substance
\nreasonably satisfactory to you, containing statements and information of the
\ntype ordinarily included in accountants’ “comfort letters” to underwriters with
\nrespect to the financial statements and certain financial information contained,
\nor incorporated by reference in the General Disclosure Package and the Final
\nProspectus.<\/p>\n

\u00a0<\/p>\n

(f) At the Closing Time, each of the Intercreditor Agreement, the Liquidity
\nFacility, the Trust Agreement, the Escrow and Paying Agent Agreement, the
\nDeposit Agreement and the Note Purchase Agreement shall have been executed and
\ndelivered by each party thereto; the representations and warranties of the
\nCompany contained in such agreements shall be accurate as of the Closing Time
\nand you shall have received a certificate of the President, an Executive Vice
\nPresident, a Senior Vice President or a Vice President of the Company, dated as
\nof the Closing Time, to such effect.<\/p>\n

\u00a0<\/p>\n

(g) The Company shall have furnished to you and your counsel, in form and
\nsubstance satisfactory to them, such other documents, certificates and opinions
\nas such counsel may reasonably request for the purpose of enabling such counsel
\nto pass upon the matters referred to in subsection (b)(8) of this Section 4 and
\nin order to evidence the accuracy and completeness of any of the
\nrepresentations, warranties or statements, the<\/p>\n

\u00a0<\/p>\n

19<\/p>\n

\u00a0<\/p>\n

\n

performance of any covenant by the Company theretofore to be performed, or
\nthe compliance with any of the conditions herein contained.<\/p>\n

\u00a0<\/p>\n

(h) Each of the Appraisers shall have furnished to the Underwriters a letter
\nfrom such Appraiser, addressed to the Company and dated the date hereof,
\nconfirming that such Appraiser and each of its directors and officers (i) is not
\nan affiliate of the Company or any of its affiliates, (ii) does not have any
\nsubstantial interest, direct or indirect, in the Company or any of its
\naffiliates and (iii) is not connected with the Company or any of its affiliates
\nas an officer, employee, promoter, underwriter, trustee, partner, director or
\nperson performing similar functions.<\/p>\n

\u00a0<\/p>\n

All such opinions, certificates, letters and documents shall be deemed to be
\nin compliance with the provisions hereof only if they are in all respects
\nsatisfactory to you and your counsel.<\/p>\n

\u00a0<\/p>\n

If any condition specified in this Section 4 shall not have been fulfilled
\nwhen and as required to be fulfilled, other than by reason of any default by any
\nUnderwriter, such failure to fulfill a condition may be waived by you, or this
\nAgreement may be terminated by you by notice to the Company at any time at or
\nprior to the Closing Time, and such termination shall be without liability of
\nany party to any other party, except as provided in Sections 5, 6 and 8 hereof,
\nwhich provisions shall remain in effect notwithstanding such termination.<\/p>\n

\u00a0<\/p>\n

5. Payment of Expenses<\/u>. The Issuers shall, jointly and severally, pay
\nor cause to be paid all expenses incident to the performance of their
\nobligations under this Agreement, including (i) expenses relating to the
\npreparation, printing, filing and distribution of the Statutory Prospectus, the
\nFinal Prospectus, the Registration Statement and any amendments thereof or
\nsupplements thereto and any Permitted Free Writing Prospectus, (ii) expenses
\nrelating to the preparation, printing and distribution of this Agreement, the
\nClass A Certificates, the Series A Equipment Notes, the Operative Documents, any
\nUnderwriter’s Questionnaire or related matters, the Blue Sky Survey and any
\nLegal Investment Survey by the Underwriter’s counsel, (iii) expenses relating to
\nthe issuance and delivery of the Class A Certificates to the Underwriters, (iv)
\nthe fees and disbursements of the Issuers’ counsel and accountants, (v) expenses
\nof qualifying the Class A Certificates under state securities laws in accordance
\nwith Section 3(f), including filing fees and fees and disbursements of counsel
\nfor the Underwriters in connection therewith and in connection with the Blue Sky
\nSurvey and any Legal Investment Survey, (vi) the fees and expenses of the
\nTrustee, the Subordination Agent, the Loan Trustee, the Liquidity Provider, the
\nEscrow Agent, the Paying Agent and the Depositary, and the fees and
\ndisbursements of their respective counsel, (vii) any fees charged by rating
\nagencies for rating the Class A Certificates, (viii) all costs and expenses
\nrelated to review by the Financial Industry Regulatory Authority, Inc. of the
\nClass A Certificates (including filing fees and the fees and expenses of counsel
\nfor the Underwriters relating to review), (ix) any costs and expenses of the
\nIssuers relating to investor presentations on any “road show” undertaken in
\nconnection with the marketing of the Class A Certificates, (x) certain fees and
\nexpenses of counsel for the Underwriters as heretofore agreed, and (xi) the fees
\nand expenses, if any, incurred in connection with the listing of the Class A
\nCertificates on any securities exchange. The Issuers will also cause to be paid
\nall expenses incident to the performance of their obligations under the
\nOperative Documents and each of the other agreements and instruments referred to
\ntherein.<\/p>\n

\u00a0<\/p>\n

20<\/p>\n

\u00a0<\/p>\n

\n

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

\u00a0<\/p>\n

6. Indemnification and Contribution<\/u>. (a) The Issuers, jointly and
\nseverally, agree to indemnify and hold harmless each Underwriter and each person
\nwho controls any Underwriter within the meaning of either Section 15 of the
\nSecurities Act or Section 20 of the Exchange Act against any and all losses,
\nclaims, damages or liabilities, joint or several, to which they or any of them
\nmay become subject under the Securities Act, the Exchange Act, or other Federal
\nor state statutory law or regulation, at common law or otherwise, insofar as
\nsuch losses, claims, damages or liabilities (or actions in respect thereof) (1)
\narise out of or are based upon any untrue statement or alleged untrue statement
\nof a material fact contained in the Registration Statement (or any amendment to
\nthe Registration Statement), or arise out of or are based upon the omission or
\nalleged omission therefrom of a material fact required to be stated therein or
\nnecessary to make the statements therein not misleading, or (2) arise out of or
\nbased upon any untrue statement or alleged untrue statement of a material fact
\ncontained in the General Disclosure Package or in the Final Prospectus or in any
\namendment thereof or supplement thereto or in any Issuer Free Writing
\nProspectus, or arise out of or are based upon the omission or alleged omission
\ntherefrom of a material fact necessary in order to make the statements therein,
\nin light of the circumstances under which they were made, not misleading, and,
\nin each case, agrees to reimburse each such indemnified party for any legal or
\nother expenses reasonably incurred by them in connection with investigating or
\ndefending any such loss, claim, damage, liability or action; provided<\/u>,
\nhowever<\/u>, that (i) neither Issuer shall be liable in any such case to the
\nextent that any such loss, claim, damage, or liability arises out of or is based
\nupon any such untrue statement or alleged untrue statement or omission or
\nalleged omission made therein in reliance upon, and in conformity with, written
\ninformation relating to any Underwriter furnished to the Issuers by or on behalf
\nof such Underwriter specifically for use in the Registration Statement (or any
\namendment thereto) or any Issuer Free Writing Prospectus or the General
\nDisclosure Package or the Final Prospectus (or any amendment or supplement
\nthereto) or made in those parts of the Registration Statement constituting a
\nStatement of Eligibility under the TIA of a trustee on Form T-1, and (ii)
\nneither Issuer shall be liable for any loss, liability or expense of any
\nsettlement or compromise of or consent to entry of judgment with respect to, any
\npending or threatened litigation or any pending or threatened governmental
\nagency investigation or proceeding if such settlement or compromise of or
\nconsent to entry of judgment with respect thereto is effected without the prior
\nwritten consent of the Issuers (which consent shall not be unreasonably
\nwithheld), except to the extent that such consent is not required pursuant to
\nSection 6(d) hereof. This indemnity agreement will be in addition to any
\nliability that the Issuers may otherwise have.<\/p>\n

\u00a0<\/p>\n

(b) Each Underwriter severally agrees to indemnify and hold harmless the
\nIssuers, each of their directors, each of their officers who signed the
\nRegistration Statement, and each person who controls an Issuer within the
\nmeaning of either Section 15 of the Securities Act or Section 20 of the Exchange
\nAct, against any and all losses, claims, damages, liabilities and expenses
\ndescribed in the indemnity contained in Section 6(a), but only with respect to
\nuntrue statements or alleged untrue statements or omissions or alleged omissions
\nmade in the Registration Statement (or any amendment thereto), any Permitted
\nFree Writing Prospectus, the<\/p>\n

\u00a0<\/p>\n

21<\/p>\n

\u00a0<\/p>\n

\n

General Disclosure Package, or the Final Prospectus (or any amendment or
\nsupplement thereto) in reliance upon and in conformity with written information
\nrelating to such Underwriter furnished to an Issuer by or on behalf of such
\nUnderwriter specifically for use in the Registration Statement (or any amendment
\nthereto), the General Disclosure Package, any Permitted Free Writing Prospectus
\nor the Final Prospectus (or any amendment or supplement thereto), it being
\nunderstood and agreed that the only such information provided by any Underwriter
\nconsists of (i) the statements with respect to the offering of the Class A
\nCertificates by the Underwriters in the third sentence of the second full
\nparagraph under the caption “Underwriting” in the Statutory Prospectus and the
\nFinal Prospectus, (ii) the statements with respect to the offering of the Class
\nA Certificates by the Underwriters set forth in the fourth full paragraph under
\nthe caption “Underwriting” in the Statutory Prospectus and the Final Prospectus,
\n(iii) the statements with respect to marketing activities by the Underwriters
\nfor the Class A Certificates in the third and fourth sentences of the seventh
\nfull paragraph under the caption “Underwriting” in the Statutory Prospectus and
\nthe Final Prospectus, and (iv) the statements with respect to stabilization and
\nover-allotment of the Class A Certificates by the Underwriters (with respect to
\nthemselves only) in the eleventh and twelfth full paragraphs under the caption
\n“Underwriting” in the Statutory Prospectus and the Final Prospectus. This
\nindemnity agreement will be in addition to any liability that any Underwriter
\nmay otherwise have.<\/p>\n

\u00a0<\/p>\n

(c) Promptly after receipt by an indemnified party under this Section 6 of
\nnotice of the commencement of any action, such indemnified party will, if a
\nclaim in respect thereof is to be made against the indemnifying party under this
\nSection 6, notify the indemnifying party or parties in writing of the
\ncommencement thereof; but the omission so to notify the indemnifying party or
\nparties will not relieve it from any liability which it may have to any
\nindemnified party otherwise than under this Section 6. In case any such action
\nis brought against any indemnified party and it notifies the indemnifying party
\nor parties of the commencement thereof, the indemnifying party or parties will
\nbe entitled to participate therein, and to the extent that such indemnifying
\nparty or parties may elect, by written notice delivered to such indemnified
\nparty promptly after receiving the aforesaid notice from such indemnified party,
\nto assume the defense thereof, with counsel satisfactory to such indemnified
\nparty; provided<\/u>, however<\/u>, that if, in the reasonable judgment of
\nsuch indemnified party, a conflict of interest exists where it is advisable for
\nsuch indemnified party to be represented by separate counsel, the indemnified
\nparty shall have the right to employ separate counsel in any such action, in
\nwhich event the fees and expenses of such separate counsel shall be borne by the
\nindemnifying party or parties. Upon receipt of notice from the indemnifying
\nparty or parties to such indemnified party of the election so to assume the
\ndefense of such action and approval by the indemnified party of counsel, the
\nindemnifying party or parties will not be liable to such indemnified party under
\nthis Section 6 for any legal or other expenses subsequently incurred by such
\nindemnified party in connection with the defense thereof unless (i) the
\nindemnified party shall have employed separate counsel in accordance with the
\nproviso to the next preceding sentence (it being understood, however, that the
\nindemnifying party or parties shall not be liable for the expenses of more than
\none such separate counsel representing the indemnified parties under
\nsubparagraph (a) of this Section 6 who are parties to such action), (ii) the
\nindemnifying party or parties shall not have employed counsel satisfactory to
\nthe indemnified party to represent the indemnified party within a reasonable
\ntime after notice of commencement of the action or (iii) the indemnifying party
\nor parties have authorized the employment of counsel for the indemnified party
\nat the expense of the indemnifying party or parties; and except that, if<\/p>\n

\u00a0<\/p>\n

22<\/p>\n

\u00a0<\/p>\n

\n

clause (i) or (iii) is applicable, such liability shall be only in respect of
\nthe counsel referred to in such clause (i) or (iii). It is understood that all
\nsuch fees and expenses of counsel for the indemnified party for which the
\nindemnifying party is liable shall be reimbursed as they are incurred. No
\nindemnifying party shall, without the prior written consent of the indemnified
\nparty (which consent shall not be unreasonably withheld), effect any settlement
\nor compromise of, or consent to entry of judgment with respect to, any pending
\nor threatened proceeding in respect of which any indemnified party is or could
\nhave been a party and indemnity could have been sought hereunder by such
\nindemnified party, unless such settlement or compromise of, or consent to entry
\nof judgment with respect to, includes an unconditional release of such
\nindemnified party from all liability on claims that are the subject matter of
\nsuch proceeding and does not include a statement as to or an admission of fault,
\nculpability or failure to act by or on behalf of any indemnified party.<\/p>\n

\u00a0<\/p>\n

(d) If at any time an indemnified party shall have requested an indemnifying
\nparty to reimburse the indemnified party for fees and expenses of counsel
\npayable pursuant to this Section 6, such indemnifying party agrees that it shall
\nbe liable for any settlement, compromise or consent to entry of judgment of the
\nnature contemplated by clause (ii) of the proviso in Section 6(a) effected
\nwithout its written consent if (i) such settlement, compromise or consent to
\nentry of judgment is entered into more than 45 days after receipt by such
\nindemnifying party of the aforesaid notice of request, (ii) such indemnifying
\nparty shall have received notice of the terms of such settlement, compromise or
\nconsent to entry of judgment at least 30 days prior to such settlement being
\nentered into, and (iii) such indemnifying party shall not have reimbursed such
\nindemnified party in accordance with such request prior to the date of such
\nsettlement, compromise or consent to entry of judgment.<\/p>\n

\u00a0<\/p>\n

(e) If the indemnification provided for in paragraph (a) or (b) of this
\nSection 6 is for any reason unavailable to or insufficient to hold harmless an
\nindemnified party in respect of any losses, liabilities, claims, damages or
\nexpenses referred to therein, then each indemnifying party shall contribute to
\nthe aggregate amount of such losses, liabilities, claims, damages and expenses
\nincurred by such indemnified party, (i) in such proportion as is appropriate to
\nreflect the relative benefits received by the Issuers on the one hand and the
\nUnderwriters on the other hand from the offering of the Class A Certificates
\npursuant to this Agreement or (ii) if the allocation provided by clause (i) is
\nnot permitted by applicable law, in such proportion as is appropriate to reflect
\nnot only the relative benefits referred to in clause (i) above but also the
\nrelative fault of the Issuers on the one hand and of the Underwriters on the
\nother hand in connection with the statements or omissions which resulted in such
\nlosses, liabilities, claims, damages or expenses, as well as any other relevant
\nequitable considerations. The relative benefits received by the Issuers on the
\none hand and the Underwriters on the other hand in connection with the offering
\nof the Class A Certificates pursuant to this Agreement shall be deemed to be in
\nthe same proportion as the total proceeds from the offering of the Class A
\nCertificates pursuant to this Agreement (net of underwriting discounts and
\ncommissions paid to the Underwriters but before deducting expenses) received by
\nthe Issuers and the total underwriting discounts and commissions received by the
\nUnderwriters in each case as set forth on the cover of the Final Prospectus,
\nbears to the aggregate initial public offering price of the Class A Certificates
\nas set forth on such cover. The relative fault of the Issuers on the one hand
\nand the Underwriters on the other hand shall be determined by reference to,
\namong other things, whether any such untrue or alleged untrue statement of a
\nmaterial fact or omission or alleged<\/p>\n

\u00a0<\/p>\n

23<\/p>\n

\u00a0<\/p>\n

\n

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

\u00a0<\/p>\n

7. Default<\/u>. If any one or more Underwriters shall fail at the Closing
\nTime to purchase and pay for any of the Class A Certificates agreed to be
\npurchased by such Underwriter or Underwriters pursuant to this Agreement and
\nsuch failure to purchase shall constitute a default in the performance of its or
\ntheir obligations under this Agreement, the remaining Underwriters shall be
\nobligated severally to take up and pay for (in the respective proportions which
\nthe aggregate face amount of Class A Certificates specified to be purchased by
\nthem in Schedule I hereto bears to the aggregate face amount of Class A
\nCertificates to be purchased by all the remaining Underwriters) the Class A
\nCertificates which the defaulting Underwriter or Underwriters agreed but failed
\nto purchase; provided<\/u>, however<\/u>, that in the event that the
\naggregate face amount of Class A Certificates that the defaulting Underwriter or
\nUnderwriters agreed but failed to purchase shall exceed 10% of the aggregate
\nface amount of Class A Certificates to be purchased pursuant to this Agreement,
\nthe remaining Underwriters shall have the right, but not the obligation within
\n24 hours thereafter, to make arrangements to purchase all, but not less than
\nall, of such Class A Certificates, and if such nondefaulting Underwriters do not
\ncomplete such arrangements within such 24 hour period, then this Agreement will
\nterminate without liability to any nondefaulting Underwriters or the Issuers. In
\nthe event of any such termination, the provisions of Sections 5, 6 and 8 hereof
\nshall remain in effect. In the event of a default by any Underwriter as set
\nforth in this Section 7 that does not result in a termination of this Agreement,
\nthe Closing Time shall be postponed for such period, not exceeding seven days,
\nas the nondefaulting Underwriters or the Issuers shall determine in order that
\nthe required changes in the General Disclosure Package and the Final Prospectus
\nor in any other documents or arrangements may be effected. Nothing contained in
\nthis Agreement shall relieve any<\/p>\n

\u00a0<\/p>\n

24<\/p>\n

\u00a0<\/p>\n

\n

defaulting Underwriter of its liability, if any, to the Issuers and to any
\nnondefaulting Underwriters for damages occasioned by its default hereunder.<\/p>\n

\u00a0<\/p>\n

8. Representations, Warranties, Covenants, Indemnities and Agreements to
\nSurvive Delivery<\/u>. All representations, warranties, covenants, indemnities
\nand agreements contained in this Agreement, or contained in certificates of
\nofficers of the Issuers submitted pursuant hereto, shall remain operative and in
\nfull force and effect, regardless of any investigation made by or on behalf of
\nthe Issuers or any Underwriter or any controlling person of either and shall
\nsurvive delivery of any Class A Certificates to the Underwriters.<\/p>\n

\u00a0<\/p>\n

9. Termination<\/u>. This Agreement may be terminated immediately upon
\nnotice from you to the Company at any time at or prior to the Closing Time (i)
\nif there has been, since the respective dates as of which information is given
\nin the Registration Statement and the Final Prospectus (exclusive of any
\namendments or supplements thereto subsequent to the date of this Agreement), any
\nmaterial adverse change in the condition, financial or otherwise, of the
\nGuarantor and its subsidiaries considered as one enterprise, or in the earnings,
\nbusiness affairs or business prospects of the Guarantor and its subsidiaries
\nconsidered as one enterprise, whether or not arising in the ordinary course of
\nbusiness, or (ii) if there has occurred any outbreak or escalation of
\nhostilities or any material adverse change in the financial markets in the
\nUnited States or in the international financial markets or any other calamity or
\ncrisis the effect of any of which on the financial markets is such as to make
\nit, in your judgment, impracticable to market the Class A Certificates or
\nenforce contracts for the sale of the Class A Certificates, or (iii) if trading
\nin the securities of the Guarantor has been suspended by the Commission or the
\nNew York Stock Exchange, or if trading generally on the New York Stock Exchange
\nhas been suspended, or minimum or maximum prices for trading have been fixed, or
\nmaximum ranges for prices for securities have been required, by said exchange or
\nby order of the Commission or any other governmental authority, or (iv) if a
\nbanking moratorium has been declared by either Federal or New York authorities.
\nIn the event of any such termination, the provisions of Sections 5, 6 and 8
\nhereof shall remain in effect.<\/p>\n

\u00a0<\/p>\n

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

\u00a0<\/p>\n

11. Parties<\/u>. This Agreement shall inure to the benefit of and be
\nbinding upon the Underwriters and the Issuers and their respective successors.
\nNothing expressed or mentioned in this Agreement is intended or shall be
\nconstrued to give any person, firm or corporation, other than the parties hereto
\nand their respective successors and the controlling persons and officers and
\ndirectors referred to in Section 6 hereof and their successors, heirs and legal
\nrepresentatives, any legal or equitable right, remedy or claim under or in
\nrespect of this Agreement or any provision herein contained. This Agreement and
\nall conditions and provisions hereof are intended to be for the sole and
\nexclusive benefit of the parties and their respective successors and said
\ncontrolling persons and officers and directors and their successors, heirs and
\nlegal representatives, and for the benefit of no other person, firm or
\ncorporation. No purchaser of<\/p>\n

\u00a0<\/p>\n

25<\/p>\n

\u00a0<\/p>\n

\n

Class A Certificates from any Underwriter shall be deemed to be a successor
\nby reason merely of such purchase.<\/p>\n

\u00a0<\/p>\n

12. No Fiduciary Duty<\/u>. The Issuers acknowledge and agree that each
\nUnderwriter is acting solely in the capacity of an arm’s length contractual
\ncounterparty to the Issuers with respect to the offering of Class A Certificates
\ncontemplated hereby (including in connection with determining the terms of such
\noffering) and not as a financial advisor or a fiduciary to, or an agent of, any
\nIssuer or any of its subsidiaries. Additionally, no Underwriter is advising any
\nIssuer or any of its subsidiaries as to any legal, tax, investment, accounting
\nor regulatory matters in any jurisdiction with respect to the offering of the
\nClass A Certificates or the process leading thereto (irrespective of whether the
\nUnderwriter has advised or is advising the Guarantor or the Company on other
\nmatters). Each Underwriter advises that it and its affiliates are engaged in a
\nbroad range of securities and financial services and that it and its affiliates
\nmay enter into contractual relationships with purchasers or potential purchasers
\nof the Guarantor’s or the Company’s securities and that some of these services
\nor relationships may involve interests that differ from those of the Issuers and
\nneed not be disclosed to the Issuers, unless otherwise required by law. The
\nIssuers have consulted with their own advisors concerning such matters and shall
\nbe responsible for making their own independent investigation and appraisal of
\nthe transactions contemplated hereby, and no Underwriter shall have any
\nresponsibility or liability to the Issuers or any of their subsidiaries with
\nrespect thereto. Any review by the Underwriters of the Issuers, the transactions
\ncontemplated hereby or other matters relating to such transactions will be
\nperformed solely for the benefit of the Underwriters and shall not be on behalf
\nof the Issuers. The Issuers waive, to the fullest extent permitted by law, any
\nclaims they may have against the Underwriters for breach of fiduciary duty or
\nalleged breach of fiduciary duty and agree that no Underwriter shall have any
\nliability (whether direct or indirect) to the Issuers in respect of such a
\nfiduciary duty claim.<\/p>\n

\u00a0<\/p>\n

13. GOVERNING LAW<\/u>. THIS AGREEMENT SHALL BE GOVERNED BY THE
\nLAWS OF THE STATE OF NEW YORK.<\/strong><\/p>\n

\u00a0<\/p>\n

14. Patriot Act<\/u>. In accordance with the requirements of the USA
\nPatriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)),
\nthe Underwriters are required to obtain, verify and record information that
\nidentifies their respective clients, including the Company, which information
\nmay include the name and address of their respective clients, as well as other
\ninformation that will allow the Underwriters to properly identify their
\nrespective clients.<\/p>\n

\u00a0<\/p>\n

15. Effect of Headings<\/u>. The Section headings herein are for
\nconvenience only and shall not affect the construction hereof.<\/p>\n

\u00a0<\/p>\n

16. Counterparts<\/u>. This Agreement may be executed in one or more
\ncounterparts and when a counterpart has been executed by each party hereto all
\nsuch counterparts taken together shall constitute one and the same agreement.\n<\/p>\n

\u00a0<\/p>\n

26<\/p>\n

\u00a0<\/p>\n

\n

If the foregoing is in accordance with your understanding of our agreement,
\nplease sign and return to us a counterpart hereof, whereupon this instrument
\nwill become a binding agreement between the Issuers and each Underwriter in
\naccordance with its terms.<\/p>\n

\u00a0<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Very truly yours,<\/p>\n

AMERICAN AIRLINES, INC.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Beverly K. Goulet<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Beverly K. Goulet<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President \u00e2\u0080\u0094 Corporate Development and Treasurer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

AMR CORPORATION<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Isabella D. Goren<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Isabella D. Goren<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Senior Vice President and
\nChief Financial Officer<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

27<\/p>\n

\u00a0<\/p>\n

\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

confirmed and accepted as of
\nthe date first above written:<\/p>\n

\u00a0<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MORGAN STANLEY & CO. LLC<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

acting individually and as Representative
\nof the Underwriters named in Schedule I hereto<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Heidi Ho<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Heidi Ho<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Executive Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

DEUTSCHE BANK SECURITIES INC.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

acting individually and as Representative
\nof the Underwriters named in Schedule I hereto<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Marc Fratepietro<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Marc Fratepietro<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director | CMTS North America<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Scott Flieger<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Scott Flieger<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director COO, CMTS North America<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

GOLDMAN, SACHS & CO.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

acting individually and as Representative
\nof the Underwriters named in Schedule I hereto<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(Goldman, Sachs & Co.)<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

CREDIT SUISSE SECURITIES (USA) LLC<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

acting individually and as Representative
\nof the Underwriters named in Schedule I hereto<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Thomas L. Smith<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Thomas L. Smith<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

28<\/p>\n

\u00a0<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CITIGROUP GLOBAL MARKETS INC.<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

acting individually and as Representative
\nof the Underwriters named in Schedule I hereto<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Thomas Bliemel<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Thomas Bliemel<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

29<\/p>\n

\u00a0<\/p>\n

\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SCHEDULE A
\nto
\nUnderwriting
\nAgreement<\/p>\n

\u00a0<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Schedule of Issuer Free Writing Prospectuses Included in the Disclosure
\nPackage<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

An Issuer Free Writing Prospectus, dated September 27, 2011, containing the
\nterms of the Class A Certificates (substantially in the form of Schedule C).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SCHEDULE B
\nto
\nUnderwriting
\nAgreement<\/p>\n

\u00a0<\/p>\n

September 27, 2011<\/strong><\/p>\n

\u00a0<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Class of<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Final Expected<\/p>\n<\/td>\n<\/tr>\n

\n

Pass Through<\/p>\n<\/td>\n

<\/td>\n\n

Aggregate<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

Distribution<\/p>\n<\/td>\n<\/tr>\n

\n

Certificates<\/p>\n<\/td>\n

<\/td>\n\n

Amount<\/p>\n<\/td>\n

<\/td>\n\n

Interest Rate<\/p>\n<\/td>\n

<\/td>\n\n

Date<\/p>\n<\/td>\n<\/tr>\n

\n

Class A Certificates<\/p>\n<\/td>\n

<\/td>\n\n

$725,694,000<\/p>\n<\/td>\n

<\/td>\n\n

8.625%<\/p>\n<\/td>\n

<\/td>\n\n

October 15, 2021<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

SCHEDULE C
\nto
\nUnderwriting
\nAgreement<\/p>\n

\u00a0<\/p>\n

September 27, 2011<\/strong><\/p>\n

\u00a0<\/p>\n

American Airlines, Inc. (“American”)<\/strong><\/p>\n

\u00a0<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Securities:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Class A Pass Through Certificates, Series 2011-2A<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

(“Class A Certificates”)<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Amount:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$725,694,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Preliminary Prospectus Supplement:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

American has prepared and filed with the SEC a Preliminary Prospectus
\nSupplement, dated September 27, 2011 (the “Preliminary Prospectus Supplement”),
\nwhich includes additional information regarding its Pass Through Certificates,
\nSeries 2011-2. Terms used but not defined herein shall have the meanings set
\nforth in the Preliminary Prospectus Supplement.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Public Offering Price:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

100%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

CUSIP:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

02377V AA0<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ISIN:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

US02377VAA08<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Coupon\/Stated Interest Rate:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

8.625%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Make-Whole Spread Over Treasuries:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

0.50%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Parent Guarantee:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The payment obligations of American under the Series A Equipment Notes will
\nbe fully and unconditionally guaranteed by AMR Corporation, American’s parent
\ncompany.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Available Amount under the Liquidity Facilities at April 15,
\n2012<\/strong>1<\/sup><\/strong>:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$91,034,115<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Initial “Maximum Commitment” under the Liquidity Facilities:<\/strong>\n<\/p>\n<\/td>\n

<\/td>\n\n

$95,799,168<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriters’ Purchase Commitments:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

Morgan Stanley & Co. LLC<\/p>\n<\/td>\n

<\/td>\n\n

$145,138,800<\/p>\n<\/td>\n<\/tr>\n

\n

Deutsche Bank Securities Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$145,138,800<\/p>\n<\/td>\n<\/tr>\n

\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n\n

$145,138,800<\/p>\n<\/td>\n<\/tr>\n

\n

Credit Suisse Securities (USA) LLC<\/p>\n<\/td>\n

<\/td>\n\n

$145,138,800<\/p>\n<\/td>\n<\/tr>\n

\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$145,138,800<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriting Commission:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

$7,356,940<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Concession to Selling Group Members:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

0.50%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Discount to Brokers\/Dealers:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

0.25%<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Underwriting Agreement:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

September 27, 2011<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Settlement:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

October 4, 2011 (T+5) closing date, the 5th business day following the date
\nhereof<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The issuer has filed a registration statement (including a
\nprospectus) and a related prospectus supplement with the SEC for the offering to
\nwhich this communication relates. Before you invest, you should read the
\nprospectus in that registration statement, the prospectus supplement and other
\ndocuments the issuer has filed with the SEC for more complete information about
\nthe issuer and this offering. You may get these documents for free by visiting
\nEDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any
\nunderwriter or any dealer participating in the offering will arrange to send you
\nthe prospectus and prospectus supplement if you request them by calling Morgan
\nStanley & Co. LLC at 1-866-718-1649, Deutsche Bank Securities Inc. at
\n1-800-503-4611, Goldman, Sachs & Co. at 1-866-471-2526, Credit Suisse
\nSecurities (USA) LLC at 1-212-325-3325 or Citigroup Global Markets Inc. at
\n1-212-723-6171 (institutional investors).<\/strong><\/p>\n

\u00a0<\/p>\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1<\/sup><\/p>\n<\/td>\n

<\/td>\n\n

The first Regular Distribution Date to occur after the Outside Termination
\nDate, which is the last date by which Aircraft may be subjected to the financing
\nof this offering.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\u00a0<\/p>\n

\n

SCHEDULE I
\nto
\nUnderwriting
\nAgreement<\/p>\n

\u00a0<\/p>\n

Dated: As of September 27, 2011<\/p>\n

\u00a0<\/p>\n

AMERICAN AIRLINES, INC.<\/p>\n

\u00a0<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Face<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Amount of<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Class A Certificates<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Morgan Stanley & Co. LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

145,138,800<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Deutsche Bank Securities Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

145,138,800<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Goldman, Sachs & Co.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

145,138,800<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Credit Suisse Securities (USA) LLC<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

145,138,800<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Citigroup Global Markets Inc.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

145,138,800<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

725,694,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

All notices to the Underwriters shall be sent to the Representatives as
\nfollows:<\/p>\n

\u00a0<\/p>\n

Morgan Stanley & Co. LLC
\n1585 Broadway, 29th<\/sup> Floor
\nNew York, New York 10036
\nAttention: Investment Banking Division
\nFacsimile: (212) 507-8999<\/p>\n

\u00a0<\/p>\n

Deutsche Bank Securities Inc.
\n60 Wall Street, 36th<\/sup> Floor
\nNew York, New York 10005
\nAttention: Debt Capital Markets Syndicate Desk, 3rd Floor
\nFacsimile: (212) 469-7875
\nWith a copy to: Office of the General Counsel, 36th Floor
\nFacsimile: (212) 797-4561<\/p>\n

\u00a0<\/p>\n

\n

Goldman, Sachs & Co.
\n200 West St.
\nNew York, New York 10282
\nAttention: Registration<\/p>\n

\u00a0<\/p>\n

Credit Suisse Securities (USA) LLC
\nEleven Madison Avenue
\nNew York, New York 10010-3629
\nAttention: LCD-IBD
\nFacsimile: (212) 325-4296<\/p>\n

\u00a0<\/p>\n

Citigroup Global Markets Inc.
\n390 Greenwich Street
\nNew York, New York 10013
\nAttention: Global Structured Solutions
\nFacsimile: (646) 291-1114
\nWith a copy to:
\nCitigroup Global Markets Inc.
\n388 Greenwich Street
\nNew York, New York 10013
\nAttention: General Counsel<\/p>\n

\u00a0<\/p>\n

\n

SCHEDULE II
\nto
\nUnderwriting
\nAgreement<\/p>\n

\u00a0<\/p>\n

Dated: As of September 27, 2011<\/p>\n

\u00a0<\/p>\n

AMERICAN AIRLINES, INC.<\/p>\n

\u00a0<\/p>\n

Underwriting fees, discounts, commissions or other compensation:
\n$7,356,940.00<\/p>\n

\u00a0<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Closing date, time and location:<\/p>\n<\/td>\n

<\/td>\n\n

10:00 A.M. on October 4, 2011 at the offices of Debevoise & Plimpton LLP,
\n919 Third Avenue, New York, NY 10022<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\u00a0<\/p>\n

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