SEC Info - American Airlines Inc - ‘8-K’ for 5/15/18

Moody’s Investors Service, Inc.

250 Greenwich Street

New York, NY 10007

Fitch Ratings, Inc.

33 Whitehall Street

June [1], 2018

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Schedule B

Existing Participation Agreements, Existing Trust Indentures and Existing Trust Indenture Supplements¹

Existing Participation Agreements

Participation Agreement, dated as of [_____], 201[_][, as amended by Amendment No. 1 thereto, dated as of June 6, 2013, each]² between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model [ ] Aircraft bearing Manufacturer’s Serial Number [MSN] and U.S. Registration Number N[REG].

Existing Trust Indentures

Trust Indenture and Security Agreement, dated as of [_____], 201[_][, as amendment by Amendment No. 1 thereto, dated as of June 6, 2013, each]³, between the Company (as successor by merger with US Airways, Inc.) and the Loan Trustee, relating to the Airbus Model [ ] Aircraft bearing Manufacturer’s Serial Number [MSN] and U.S. Registration Number N[REG].

Indenture Supplements

Indenture Supplement (N[__]) No. 1, dated as of [_____], 201[_], between the Company (as successor by merger with US Airways, Inc.) and the Loan Trustee, relating to the Airbus Model [ ] Aircraft bearing Manufacturer’s Serial Number [MSN] and U.S. Registration Number N[REG].

¹	To be updated.

²	To be inserted for Participation Agreements with prior amendment.

³	To be inserted for Trust Indentures with prior amendment.

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EXHIBIT A

SPECIFIED AGREEMENTS⁴

Amended and Restated Credit and Guaranty Agreement, dated as of December 15, 2016, among American Airlines, as the borrower, American Airlines Group Inc., as parent and a guarantor, the subsidiaries of parent from time to time party thereto other than the borrower, Citibank, N.A., as administrative agent and collateral agent, Citigroup Global Markets, Inc., Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., BNP Paribas Securities Corp, Credit Agricole Corporate and Investment Bank, Industrial and Commercial Bank of China Limited, New York Branch and U.S. Bank National Association, as joint lead arrangers and bookrunners, Citigroup Global Markets, Inc., Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as syndication agents, BNP Paribas Securities Corp, Credit Agricole Corporate and Investment Bank, Industrial and Commercial Bank of China Limited, New York Branch and U.S. Bank National Association, as documentation agents, as amended pursuant to that certain First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of November 14, 2017.

Credit and Guaranty Agreement, dated as of April 29, 2016, by and among American Airlines, Inc., as the borrower, American Airlines Group Inc., as parent and a guarantor, the subsidiaries of parent from time to time party thereto other than the borrower, as guarantors, the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and collateral agent, Barclays Bank PLC, Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, Industrial and Commercial Bank of China Limited, New York Branch and U.S. Bank National Association, as joint lead arrangers and bookrunners, Barclays Bank PLC, Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as syndication agents, and BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, Industrial and Commercial Bank of China Limited, New York Branch and U.S. Bank National Association, as documentation agents, as amended pursuant to that certain First Amendment to Credit and Guaranty Agreement, dated as of October 31, 2016, as further amended by that certain Second Amendment to Credit and Guaranty Agreement, dated as of August 21, 2017, as further amended by that certain Third Amendment to Credit and Guaranty Agreement, dated as of November 1, 2017.

Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among

⁴	To be updated.

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American Airlines, Inc., as the borrower, American Airlines Group Inc., as parent and a guarantor, US Airways Group, Inc. and US Airways, Inc., as guarantors, the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., BNP Paribas Securities Corp. and Crédit Agricole Corporate and Investment Bank, as joint lead arrangers and bookrunners, Deutsche Bank Securities, Inc., Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as syndication agents and Crédit Agricole Corporate and Investment Bank and BNP Paribas Securities Corp., as documentation agents, as amended pursuant to that certain First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of October 26, 2015, as further amended by that certain Second Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of March 27, 2017, as further amended by that certain Third Amendment and Restated Credit and Guaranty Agreement, dated as of August 21, 2017.

Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, , by and among American Airlines, Inc., as the borrower, American Airlines Group Inc., as parent and a guarantor, US Airways Group, Inc. and US Airways, Inc., as guarantors, the lenders from time to time party thereto, Citibank N.A., as administrative agent and collateral agent, Citigroup Global Markets Inc., as left lead arranger, Citigroup Global Markets Inc., Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Senior Funding, Inc., BNP Paribas Securities Corp. and Crédit Agricole Corporate and Investment Bank as joint lead arrangers and bookrunners, Citigroup Global Markets Inc., Bank of America, N.A., Barclays Bank PLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, J.P. Morgan Securities LLC and Morgan Stanley Senior Funding, Inc., as syndication agents, and Crédit Agricole Corporate and Investment Bank and BNP Paribas Securities Corp., as documentation agents, as amended pursuant to that certain First Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of October 26, 2015, as further amended pursuant to that certain Second Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of September 22, 2016, as further amended by that certain Third Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of June 14, 2017, as further amended by that certain Third Amendment and Restated Credit and Guaranty Agreement, dated as of June 14, 2017, and as further amended by that certain Fourth Amendment and Restated Credit and Guaranty Agreement, dated as of August 21, 2017.

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

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including the Form of 6.125% Senior Notes due 2018.

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

Indenture, dated as of March 5, 2015, between American Airlines Group Inc., American Airlines, Inc., US Airways Group, Inc., US Airways, Inc. and Wilmington Trust, National Association, as trustee, as supplemented by First Supplemental Indenture, dated as of December 30, 2015, among American Airlines Group Inc., American Airlines, Inc. and Wilmington Trust, National Association, as trustee, governing the 4.625% Senior Notes due 2020, including the Form of 4.625% Senior Notes due 2020.

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

Amended and Restated Airbus A320 Family Aircraft Purchase Agreement, dated as of October 2, 2007, between American Airlines, Inc. (as successor by merger with US Airways, Inc.) and Airbus S.A.S., as amended by Amendment No. 1, dated as of January 11, 2008, Amendment No. 2, dated as of October 20, 2008, including Amended and Restated Letter Agreement No. 3, Amended and Restated Letter Agreement No. 5, and Amended and Restated Letter Agreement No. 9 to the Purchase Agreement, Amendment No. 3, dated as of January 16, 2009, Amendment No. 4, dated as of August 11, 2009, Amendment No. 5, dated as of October 2, 2009, Amendment No. 6, dated as of November 20, 2009 and Amendment No. 7, dated as of April 1, 2010.

A330 Purchase Agreement dated as of October 2, 2007, between US Airways, Inc. and Airbus S.A.S., as amended by Amendment No. 1, dated as of November 15, 2007, Amendment No. 2, dated as of October 20, 2008, including Amended and Restated Letter Agreement No. 5 and Amended and Restated Letter Agreement No. 9 to the Purchase Agreement, Amendment No. 3, dated as of January 16, 2009, Amendment No. 4, dated as of July 23, 2009 and Amendment No.5, dated November 20, 2009.

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EXHIBIT B

DELIVERY DATE DELAWARE FINANCING STATEMENTS

[See attached.]

June [1], 2018

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EXHIBIT C

DELIVERY DATE DELAWARE FINANCING STATEMENT AMENDMENTS

[See attached.]

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EXHIBIT D

ASSUMPTION DATE DELAWARE FINANCING STATEMENTS

[See attached.]

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EXHIBIT E

DELAWARE FINANCING STATEMENT AMENDMENTS

[See attached.]

EXHIBIT E to

Note Purchase Agreement

FORM OF OPINION OF PILLSBURY WINTHROP SHAW PITTMAN LLP

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Pillsbury Winthrop Shaw Pittman LLP

1200 Seventeenth Street, NW | Washington, DC 20036 | tel 202.663.8000 | fax 202.663.8007

[June 1], 2018

To: The Parties Listed on the Attached Schedule A

Re: Mortgage of Six Airbus A321-211, One Airbus A321-231 and Four Airbus A330-243 Aircraft

Ladies and Gentlemen:

We have been requested by American Airlines, Inc., a company organized under the laws of the State of Delaware (the “Company”), to act as U.S. Department of Transportation (“Department of Transportation”) and Federal Aviation Administration (“FAA”) regulatory counsel with respect to, and to render this opinion letter in connection with, the transactions contemplated by the Participation Agreements, each dated as of the date indicated on Schedule B (collectively, the “Existing Participation Agreements”), each as amended by an amendment thereto, dated as of May 15, 2018 (each, a “Participation Agreement Amendment” and each Existing Participation Agreement, as amended by the related Participation Agreement Amendment, a “Participation Agreement”), among the Company and Wilmington Trust Company, a Delaware trust company (“WTC”), in its individual capacity as set forth therein and in its capacity as Loan Trustee, Subordination Agent under the Intercreditor Agreement and as Pass Through Trustee under the Pass Through Trust Agreements. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given those terms in the Participation Agreements. This letter is being furnished to you pursuant to Section 4.1.2(x)(B) of the Participation Agreements.

We have examined such public records and certificates and have made such other investigations as we have deemed necessary in connection with the opinions set forth below. We have not examined or reviewed, and express no opinion as to, any of the documents and instruments to be executed and delivered by the Company or any other party to the transaction, or related documents.

In preparing this opinion letter, we have relied without any independent verification upon information contained in certificates obtained from governmental authorities and factual information we have obtained from such other sources as we have deemed reasonable. We have assumed without investigation that there has been no relevant change or development between the dates as of which the information cited in the preceding sentence was given and the date of this opinion letter and that the information upon which we have relied is accurate and does not omit disclosures necessary to prevent such information from being misleading.

Parties Listed on the Attached Schedule A

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In our examination, we have assumed, with your permission and without independent investigation: (i) that United States citizens, as defined by 49 U.S.C. 40102(a)(15), own or control at least seventy-five percent of the voting interest of the Company, that the president and at least two-thirds of the board of directors and other managing officers of the Company are citizens of the United States, and that the Company is under the actual control of citizens of the United States; (ii) that the Company has in effect insurance coverage as required under 14 C.F.R. 205; and (iii) that the Company has not undergone any substantial changes in ownership, management or operations without complying with the notification requirements of the Department of Transportation and the FAA.

We have made such examination of federal laws of the United States as we deemed relevant for purposes of this opinion letter, but have made no review of, and express no opinion concerning, the laws of any other state or jurisdiction other than the United States. We have assumed that all relevant federal statutes, rules and regulations are valid and constitutional.

The terms “known to us” and “knowledge” and “aware”, whenever such terms are used in this opinion letter with respect to our firm, mean the actual knowledge on the date hereof by the Pillsbury Winthrop Shaw Pittman LLP lawyers who have had significant involvement with the representation of the Company.

Subject to the assumptions, qualifications, exclusions and other limitations identified in this opinion letter, we are of the opinion that:

The Company is a citizen of the United States, as that term is defined by 49 U.S.C. 40102(a)(15).

The Company possesses a valid air carrier operating certificate issued by the FAA pursuant to Chapter 447, Title 49 of the United States Code, permitting the Company to operate as an “air carrier”, as that term is defined by 49 U.S.C. 40102(a)(2), utilizing aircraft capable of carrying ten (10) or more persons or six thousand (6,000) pounds or more of cargo or mail and holds all authority, necessary licenses and certificates under Chapter 447, Title 49 of the United States Code and the rules and regulations promulgated thereunder necessary for the conduct of its business as an “air carrier”.

The opinion in paragraph two with respect to the validity of the air carrier operating certificate (the “Certificate”) of the Company is based solely on our review of the Certificate, which is available publicly from the FAA. We have no actual knowledge of any threatened or pending investigation or proceeding that might result in revocation of the Certificate.

Parties Listed on the Attached Schedule A

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This opinion letter speaks as of the time of its delivery on the date it bears. We do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which we did not have actual knowledge at that time, by reason of any change subsequent to that time in any law covered by any of our opinions, or for any other reason. This opinion letter is limited to the matters expressly stated herein and no opinion or other statement may be inferred or implied beyond the matters expressly stated herein. This opinion letter may be relied upon by you only in connection with the transaction identified in this opinion letter, and may not be relied upon, quoted or referred to or used by you or any other person for any other purpose whatsoever, except with our prior written consent in each instance, except that this opinion letter may be disclosed (i) to bank examiners and other governmental regulatory authorities should they so request in connection with their normal examinations, and to their independent auditors and attorneys, (ii) pursuant to orders or legal process of any court or governmental agency, and (iii) to attorneys as needed in connection with any legal action arising out of transactions contemplated by each Indenture to which a person permitted to rely on this letter is a party.

Very truly yours,

PILLSBURY WINTHROP SHAW PITTMAN LLP

Schedule A

American Airlines, Inc.

4333 Amon Carter Boulevard

Mail Drop 5662

Fort Worth, Texas 76155

Deutsche Bank Securities Inc.

60 Wall Street, 44th Floor

New York, New York 10005

Wilmington Trust Company, individually, as Loan Trustee, as Subordination Agent, as Paying Agent

and as Pass Through Trustee

1100 N. Market Street

Natixis S.A., acting through its New York Branch, as Depositary

1251 Avenue of the Americas

Wilmington Trust, National Association, as Escrow Agent

1100 N. Market Street

Moody’s Investors Service, Inc.

250 Greenwich Street

New York, New York 10007

Fitch Ratings, Inc.

33 Whitehall Street

Schedule B

Existing Participation Agreements

Participation Agreement, dated as of May 17, 2013, as amended by Amendment No. 1 thereto, dated as of June 6, 2013, each between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model A321-211 Aircraft bearing Manufacturer’s Serial Number 5588 and U.S. Registration Number N152UW.

Participation Agreement, dated as of May 16, 2013, as amended by Amendment No. 1 thereto, dated as of June 6, 2013, each between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model A321-211 Aircraft bearing Manufacturer’s Serial Number 5594 and U.S. Registration Number N153UW.

Participation Agreement, dated as of June 13, 2013, between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model A321-211 Aircraft bearing Manufacturer’s Serial Number 5644 and U.S. Registration Number N154UW.

Participation Agreement, dated as of June 20, 2013, between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model A321-211 Aircraft bearing Manufacturer’s Serial Number 5659 and U.S. Registration Number N155UW.

Participation Agreement, dated as of July 22, 2013, between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model A321-211 Aircraft bearing Manufacturer’s Serial Number 5684 and U.S. Registration Number N156UW.

Participation Agreement, dated as of July 17, 2013, between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model A321-211 Aircraft bearing Manufacturer’s Serial Number 5696 and U.S. Registration Number N157UW.

Participation Agreement, dated as of August 8, 2013, between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model A321-231 Aircraft bearing Manufacturer’s Serial Number 5728 and U.S. Registration Number N567UW.

Participation Agreement, dated as of May 23, 2013, as amended by Amendment No. 1 thereto, dated as of June 6, 2013, each between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its

individual capacity as set forth therein, relating to the Airbus Model A330-243 Aircraft bearing Manufacturer’s Serial Number 1415 and U.S. Registration Number N286AY.

Participation Agreement, dated as of May 30, 2013, as amended by Amendment No. 1 thereto, dated as of June 6, 2013, each between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model A330-243 Aircraft bearing Manufacturer’s Serial Number 1417 and U.S. Registration Number N287AY.

Participation Agreement, dated as of August 9, 2013, between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model A330-243 Aircraft bearing Manufacturer’s Serial Number 1441 and U.S. Registration Number N288AY.

Participation Agreement, dated as of October, 2013, between the Company (as successor by merger with US Airways, Inc.) and Wilmington Trust Company, as Loan Trustee, Subordination Agent, Pass Through Trustee and in its individual capacity as set forth therein, relating to the Airbus Model A330-243 Aircraft bearing Manufacturer’s Serial Number 1455 and U.S. Registration Number N289AY.

EXHIBIT F-1 to

Note Purchase Agreement

FORM OF OPINION OF MORRIS JAMES LLP

[________], 201[_]

To Each of the Persons Listed

on Schedule A Attached Hereto

Re:

American Airlines, Inc. – UCC-3 Financing Statement Amendment
regarding One Airbus Model [A330] [A321] Aircraft Bearing
Manufacturer’s Serial Number [______]

Ladies and Gentlemen:

We have acted as special Delaware counsel for American Airlines, Inc., a Delaware corporation (the “Company”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the documents listed on Schedule B attached hereto.

For purposes of this opinion, we have not reviewed any documents other than the documents referenced above. In particular, we have not reviewed any document (other than the documents referenced above) that is referred to in or incorporated by reference in any document reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, (ii) all documents submitted to us as originals are authentic, and (iii) all documents submitted to us as copies conform with the originals of those documents.

For purposes of this opinion, we have assumed (i) that each of the parties to the documents examined by us has been duly organized, formed or created, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its organization, formation or creation, (ii) the legal capacity of natural persons who are signatories to the documents examined by us, (iii) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (iv) that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents, and (v) that each of the documents examined by us

To Each of the Persons Listed

on Schedule A Attached Hereto

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constitutes a valid and binding agreement of the parties thereto, and is enforceable against the parties thereto, in accordance with its terms.

This opinion is limited to the laws of the State of Delaware (excluding the insurance, securities and blue sky laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws (including federal bankruptcy law) and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. The Financing Statement Amendment is in an appropriate form for filing with the Secretary of State of the State of Delaware (Uniform Commercial Code Section) (the “Division”).

2. To the extent that Article 9 of the Uniform Commercial Code as in effect in the State of Delaware on the date hereof (the “Delaware UCC”) is applicable (without regard to conflict of laws principles), upon the filing of the Financing Statement Amendment with the Division, the Loan Trustee will continue to have a perfected security interest in the Company’s rights in that portion of the Collateral (as defined in the Indenture) described in the Financing Statement Amendment in which a security interest may be perfected by the filing of a UCC financing statement with the Division (the “Filing Collateral”) and the proceeds thereof (as defined in Section 9-102(a)(64) of the Delaware UCC).

The opinions expressed above are subject to the following additional assumptions, qualifications, limitations and exceptions:

A. We have assumed that (i) the Company has sufficient rights in the Collateral and has received sufficient value and consideration in connection with the security interest granted under such Indenture for the security interest of the Loan Trustee to attach, and (ii) that the Original Financing Statement is in full force and effect and has not been amended or terminated. We express no opinion as to the nature or extent of the Company’s rights in, or title to, any portion of the Collateral.

B. We note that the Indenture is expressed to be governed by the laws of the State of New York. Accordingly, we have assumed that the security interests in the collateral identified in the Indenture and the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof have been duly created and have attached (as to which we express no opinion).

C. The opinions set forth above are limited to Article 9 of the Delaware UCC, and therefore such opinions do not address (i) laws of jurisdictions other than the State of

To Each of the Persons Listed

on Schedule A Attached Hereto

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Delaware, and of the State of Delaware except for Article 9 of the Delaware UCC, (ii) collateral of a type not subject to Article 9 of the Delaware UCC, or (iii) Sections 9-301 through 9-307 of the Delaware UCC, which law governs perfection of the security interests granted in the collateral covered by this opinion.

D. We note that further filings under the Delaware UCC may be necessary to preserve and maintain (to the extent established and perfected by the filing of the Financing Statement as described herein) the security interests of the Loan Trustee in the Filing Collateral, including, without limitation, the following:

(i) appropriate continuation filings to be made within the period of six months prior to the expiration of five year anniversary dates from the date of the original filing of the Financing Statement;

(ii) filings required with respect to proceeds of collateral under Section 9-315(d) of the Delaware UCC;

(iii) filings required within four months of the change of name, identity or structure made by or with respect to the Company, to the extent set forth in Sections 9-507 and 9-508 of the Delaware UCC;

(iv) filings required within four months of a change by the Company of its location to another jurisdiction, to the extent set forth in Sections 9-301 and 9-316 of the Delaware UCC; and

(v) filings required within one year after the transfer of collateral to a Person that becomes a debtor and is located in another jurisdiction, to the extent set forth in Section 9-316 of the Delaware UCC.

E. Further, we note that the effectiveness of the Financing Statement may terminate and additional filings may be required if the secured party changes its name or the address of the secured party as shown on the Financing Statement ceases to be an address from which information concerning the secured party’s security interest can be obtained, unless a new appropriate financing statement or amendment indicating the new name or address of the secured party from which information concerning the secured party’s security interest can be obtained, is properly filed upon the effectiveness of such change in name or address.

F. We do not express any opinion as to the perfection or priority of any security interest in any portion of the Filing Collateral in which a security interest cannot be perfected by the filing of a financing statement with the Division. In addition, no opinion is expressed herein concerning (i) any collateral other than the Filing Collateral and the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof, (ii) any portion of the Filing Collateral that constitutes a “commercial tort claim” (as defined in Section 9-102(a)(13) of the Delaware UCC), (iii) any consumer transaction, or (iv) any security interest in goods covered by a certificate of title statute. Further, we do not express any opinion as to the perfection or

To Each of the Persons Listed

on Schedule A Attached Hereto

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priority of any security interest in proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) of the Filing Collateral, except to the extent that such proceeds consist of cash proceeds (as defined in Section 9-102(a)(9) of the Delaware UCC) that are identifiable cash proceeds (as contemplated by Section 9-315(b) and (d) of the Delaware UCC), subject, however, to the limitations of Section 9-315 of the Delaware UCC.

G. We do not express any opinion as to the priority of any security interest.

H. We call to your attention that under the Delaware UCC, actions taken by a secured party (e.g., releasing or assigning the security interest, delivering possession of the collateral to the debtor or another person and voluntarily subordinating a security interest) may affect the validity, perfection or priority of a security interest.

I. The opinions expressed in paragraph 2 above are subject to the effect of (i) bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation, fraudulent conveyance and transfer and other similar laws relating to or affecting the rights and remedies of creditors generally, and (ii) principles of equity (regardless of whether considered and applied in a proceeding in equity or at law).

We understand that you will rely as to matters of Delaware law upon this opinion in connection with the transactions contemplated by the Indenture. In addition, your successors and assigns (including, without limitation, any trustee in connection with a securitization) and any rating agency may rely as to matters of Delaware law upon this opinion in connection with the matters set forth herein, subject to the understanding that the opinions rendered herein are given on the date hereof and such opinions are rendered only with respect to facts existing on the date hereof and laws, rules and regulations currently in effect. In connection with the foregoing, we hereby consent to your and your successors’ and assigns’ (including, without limitation, any trustee in connection with a securitization) and any such rating agency’s relying as to matters of Delaware law upon this opinion. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose.

Very truly yours,

LCL/mag

SCHEDULE A

American Airlines, Inc.

4333 Amon Carter Boulevard

Mail Drop 5662

Fort Worth, Texas 76155

Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Wilmington Trust Company individually, as Loan Trustee, as Subordination Agent, as Paying

Agent and as Pass Through Trustee

1100 N. Market Street

Wilmington Trust, National Association, as Escrow Agent

1100 N. Market Street

Natixis S.A., acting through its New York Branch, as Depositary

1251 Avenue of the Americas

Fitch Ratings, Inc.

33 Whitehall Street

Moody’s Investors Service, Inc.

250 Greenwich Street

New York, NY 10007

SCHEDULE B

1. The Trust Indenture and Security Agreement ([____]), dated as of [________], 201[_], between the Company, as owner, and Wilmington Trust Company, as loan trustee (the “Loan Trustee”), as amended by the Amendment No. 2 to Trust Indenture and Security Agreement ([____]), dated as of [_____], 201[_], between the Company and the Loan Trustee (the “Indenture”).

2. The UCC-3 financing statement amendment in the form attached hereto and marked as Exhibit “1” (the “Financing Statement Amendment”) to be filed with the Division, amending that certain UCC-1 financing statement as filed with the Division naming the Company as debtor and the Loan Trustee as secured party (the “Original Financing Statement”).

EXHIBIT “1”

EXHIBIT F-2 to

Note Purchase Agreement

FORM OF OPINION OF MORRIS JAMES LLP

[________], 201[_]

To Each of the Parties Listed

on Schedule A Hereto

Re:

American Airlines, Inc.—Financing of One Airbus Model [A330]
[A321] Aircraft Bearing Manufacturer’s Serial Number [______]

Ladies and Gentlemen:

We have acted as counsel to Wilmington Trust Company, a Delaware trust company (“WTC”), and Wilmington Trust, National Association, a national banking association (“WTNA”), in connection with the Trust Indenture and Mortgage [________], dated as of [________], 201[_] (the “Trust Indenture”), among WTNA as Securities Intermediary (the “Securities Intermediary”), WTC as Indenture Trustee (the “Indenture Trustee”), and US Airways, Inc. (the “Owner”). Pursuant to Participation Agreement [________], dated as of [________] 201[_] (the “Participation Agreement”), among the Owner and WTC, as Indenture Trustee, Subordination Agent under the Intercreditor Agreement (as defined in the Participation Agreement) and as Pass Through Trustee (as defined in the Participation Agreement), financing is being provided for one Airbus Model [________] aircraft bearing manufacturer’s serial number [________]. This opinion is furnished pursuant to Section 4.1.2(x)(C) of the Participation Agreement. Capitalized terms used herein and not otherwise defined are used as defined in the Trust Indenture, except that reference herein to any document shall mean such document as in effect on the date hereof.

We have examined originals or copies of the following documents:

1. The Trust Indenture and the initial Trust Indenture Supplement;

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

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

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

To Each of the Parties Listed

on Schedule A Hereto

[ ], 201[ ]

Page 2

Based upon the foregoing and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth below, we advise you that, in our opinion:

1. WTC has been duly incorporated and is validly existing in good standing as a trust company under the laws of the State of Delaware, is a “citizen of the United States” within the meaning of Section 40102(a)(15) of Title 49 of the United States Code, as amended, and has full power, authority and legal right to execute, deliver and perform its obligations under the Indenture Trustee Documents and to authenticate the Equipment Notes.

2. The Indenture Trustee, the Subordination Agent, the Pass Through Trustee or WTC, as the case may be, has duly authorized, executed and delivered each Indenture Trustee Document to which it is a party, and each such document constitutes a legal, valid and binding obligation of the Indenture Trustee, the Subordination Agent, the Pass Through Trustee or WTC, as the case may be, enforceable against the Indenture Trustee, the Subordination Agent, the Pass Through Trustee or WTC, as the case may be, in accordance with its terms.

3. The execution, delivery and performance by the Indenture Trustee, Subordination Agent, Pass Through Trustee or WTC, as the case may be, of the Indenture Trustee Documents to which it is a party, the authentication by the Indenture Trustee of the Equipment Note and the consummation by the Indenture Trustee, the Subordination Agent, the Pass Through Trustee or WTC, as the case may be, of any of the transactions contemplated thereby are not in violation of the charter or by-laws of WTC, of any law, governmental rule or regulation of the State of Delaware or the United States governing the trust powers of WTC or, to our knowledge, any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which WTC is a party or by which it is bound or, to our knowledge, any judgment or order applicable to WTC.

4. None of the execution and delivery by the Indenture Trustee, the Subordination Agent, the Pass Through Trustee or WTC, as the case may be, of the Indenture Trustee Documents to which it is a party, the authentication of the Equipment Note or the consummation of any of the transactions by the Indenture Trustee, the Subordination Agent, the Pass Through Trustee or WTC, as the case may be, contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action in respect of any governmental authority or agency of the State of Delaware or the United States governing the trust powers of WTC or under any Delaware law.

5. No taxes, fees or other charges (other than taxes payable by WTC on or measured by any compensation received by WTC for its services as Indenture Trustee, Subordination Agent or Pass Through Trustee) are required to be paid by the Subordination Agent, the Pass Through Trustee or the Indenture Trustee or the trust created by the Trust Indenture under the laws of the State of Delaware, or any political subdivision thereof, in connection with the execution, delivery or performance of the Indenture Trustee Documents to which the Indenture Trustee, the Subordination Agent or the Pass Through Trustee is party and the Equipment Notes, which taxes, fees or other charges would not be required to be paid if

To Each of the Parties Listed

on Schedule A Hereto

[ ], 201[ ]

Page 3

WTC were not a Delaware trust company and did not perform its obligations as Indenture Trustee under the Trust Indenture in the State of Delaware.

6. The Equipment Notes have been duly and validly authenticated by the Indenture Trustee in accordance with the Trust Indenture.

7. To our knowledge, there are no proceedings pending or threatened against or affecting the Indenture Trustee, the Subordination Agent, the Pass Through Trustee or WTC in any court or before any governmental authority, agency, arbitration board or tribunal which, if adversely determined, individually or in the aggregate, would materially and adversely affect the Mortgaged Property or the right, power and authority of the Indenture Trustee, the Subordination Agent, the Pass Through Trustee or WTC, as the case may be, to enter into or perform its obligations under the Indenture Trustee Documents to which it is party.

8. WTNA is a national banking association, is duly organized and validly existing in good standing under the federal laws of the United States and has full power, authority and legal right to execute, deliver and perform its obligations under the Transaction Documents to which it is a party.

9. WTNA, as Securities Intermediary, has duly authorized, executed and delivered each Transaction Document to which it is party, and each such document constitutes a legal, valid and binding obligation of WTNA, enforceable against WTNA in accordance with its terms.

10. The execution, delivery and performance by WTNA, as Securities Intermediary, of the Transaction Documents to which it is a party, and the consummation by WTNA, as Securities Intermediary, of any of the transactions contemplated thereby are not in violation of the charter or by-laws of WTNA or of any law, governmental rule or regulation of the State of Delaware or the United States governing the trust powers of WTNA or, to our knowledge, any indenture, mortgage, bank credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which WTNA is a party or by which it is bound or, to our knowledge, any judgment or order applicable to WTNA.

11. None of the execution and delivery by WTNA, as Securities Intermediary, of the Transaction Documents to which it is a party, or the consummation of any of the transactions by WTNA contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware or the United States governing the trust powers of WTNA or under any Delaware law.

12. No taxes, fees or other charges (other than taxes payable by WTNA on or measured by any compensation received by WTNA for its services as Securities Intermediary) are required to be paid by WTNA under the laws of the State of Delaware, or any political subdivision thereof, in connection with the execution, delivery or performance of the Transaction Documents to which WTNA is a party, which taxes, fees or other charges would not be required

To Each of the Parties Listed

on Schedule A Hereto

[ ], 201[ ]

Page 4

to be paid if WTNA did not perform its obligations as Securities Intermediary under the Trust Indenture in the State of Delaware.

13. To our knowledge, there are no proceedings pending or threatened against or affecting WTNA in any court or before any governmental authority, agency, arbitration board or tribunal which, if adversely determined, individually or in the aggregate, would materially and adversely affect the Collateral or the right, power and authority of WTNA to enter into or perform its obligations under the Transaction Documents to which it is a party.

The foregoing opinions are subject to the following assumptions, exceptions and qualifications:

A. We are admitted to practice law in the State of Delaware and we do not hold ourselves out as being experts on the law of any other jurisdiction. The foregoing opinions are limited to the laws of the State of Delaware (and its political subdivisions to the extent set forth in paragraph 5 and 12 above and the federal laws of the United States of America governing the trust powers of WTC and the federal laws of the United States of America governing the banking and trust powers of WTNA, except that we express no opinion with respect to (i) federal securities laws, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, and the Trust Indenture Act of 1939, as amended, (ii) Part A of Subtitle VII of Title 49 of the United States Code, as amended (except with respect to the opinion set forth in paragraph 1 above concerning the citizenship of WTC), (iii) the Federal Communications Act of 1934, as amended, (iv) state securities or blue sky laws, or (v) laws, rules and regulations applicable to the particular nature of the equipment acquired by the owner. Insofar as the foregoing opinions relate to the validity and enforceability of the Indenture Trustee Documents expressed to be governed by the laws of the State of New York, we have assumed that each such document is legal, valid, binding and enforceable in accordance with its terms under such laws (as to which we express no opinion).

B. The foregoing opinions regarding enforceability are subject to (i) applicable bankruptcy, insolvency, moratorium, reorganization, receivership, fraudulent conveyance and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally, and (ii) principles of equity (regardless of whether considered and applied in a proceeding in equity or at law).

C. We have assumed that each of the parties to the Indenture Trustee Documents and the Equipment Notes (except the Indenture Trustee, the Subordination Agent, the Pass Through Trustee, WTNA or WTC, as the case may be) has full power, authority and legal right to execute, deliver and perform each such document and that each such document has been duly authorized, executed and delivered by each such party.

D. We have assumed that all signatures (other than signatures of officers of WTC or WTNA) on documents examined by us are genuine, that all documents submitted to us

To Each of the Parties Listed

on Schedule A Hereto

[ ], 201[ ]

Page 5

as originals are authentic and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified.

E. We have assumed that the Participation Agreement and the transactions contemplated thereby are not within the prohibitions of Section 406 of the Employee Retirement Income Security Act of 1974, as amended.

F. No opinion is expressed as to the creation, attachment, perfection or priority of any mortgage or security interests or as to the nature or validity of title to any part of the Mortgaged Property.

G. The opinion set forth in paragraph 1 above concerning the citizenship of WTC is based upon an affidavit of WTC made by one of its Vice Presidents, the facts set forth in which we have not independently verified.

H. In basing the opinions set forth herein on “our knowledge,” the words “our knowledge” signify that no information has come to the attention of the attorneys in the firm who are directly involved in the representation of WTC and WTNA in this transaction that would give us actual knowledge that any such opinions are not accurate. Except as otherwise stated herein, we have undertaken no independent investigation or verification of such matters.

This opinion may be relied upon by you in connection with the matters set forth herein. This opinion may also be relied upon by any transferee of a Note Holder, subject to the understanding that the opinions expressed herein are rendered as of the date hereof and only with respect to the laws, rules and regulations in effect as of such date. Otherwise, without our prior written consent, this opinion may not be relied upon by any other person or entity for any purpose.

Very truly yours,

MML/JGS/mag

SCHEDULE A

American Airlines, Inc.

4333 Amon Carter Boulevard

Mail Drop 5662

Fort Worth, Texas 76155

Deutsche Bank Securities Inc.

60 Wall Street 44^th Floor

New York, NY 10005

Wilmington Trust Company, individually, as Loan Trustee, as Subordination Agent, as Paying

Agent and as Pass Through Trustee

1100 N. Market Street

Natixis S.A., acting through its New York Branch, as Depositary

1251 Avenue of the Americas

Wilmington Trust, National Association, as Escrow Agent

1100 N. Market Street

Moody’s Investors Service, Inc.

250 Greenwich Street

New York, New York 10007

Fitch Ratings, Inc.

33 Whitehall Street

EXHIBIT G to

Note Purchase Agreement

FORM OF OPINION OF DAUGHERTY, FOWLER, PEREGRIN, HAUGHT & JENSON

, 2018

To the Parties Named on

Schedule 1 attached hereto

RE:	One (1) Airbus model (shown on the IR as ) aircraft bearing manufacturer’s serial number and U.S. Registration No. N (the “Airframe”) and two (2) model (shown on the IR as ) aircraft engines bearing manufacturer’s serial numbers and (the “Engines”)

Ladies and Gentlemen:

Acting as special legal counsel in connection with the transactions contemplated by the instruments described below, this opinion is furnished to you with respect to (i) the registration of interests with the International Registry (the “IR”) created pursuant to, and according to the provisions of, the Convention on International Interests in Mobile Equipment (the “Convention”), the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment (the “Protocol”), both signed in Cape Town, South Africa on November 16, 2001, together with the Regulations for the International Registry (the “Regulations”), the International Registry Procedures (the “Procedures”), and all other rules, amendments, supplements, and revisions thereto (collectively, the “CTT”), all as in effect on this date in the United States of America, as a Contracting State, and (ii) the recordation of instruments and the registration of airframes with the Federal Aviation Administration (the “FAA”) under the requirements of Title 49 of the United States Code (the “Transportation Code”).

Terms capitalized herein and not otherwise defined herein shall have the meanings given in the CTT.

On , 20__ at .M., C._.T., we examined and filed with the FAA the Indenture and Security Agreement (N ) dated as of between American Airlines, Inc. (the “Owner”) and Wilmington Trust Company as loan trustee (the “Loan Trustee”), with Indenture Supplement (N ) No. 1 dated between the Owner and the Loan Trustee attached thereto, covering the Airframe and the Engines (collectively, the “Indenture”).

The interest created by the Indenture is referred to herein as the “CTT Security Interest”.

Based upon our examination of the foregoing instruments and such records of the FAA and the IR as we deemed necessary to render this opinion, it is our opinion that:

the Airframe and the Engines constitute Aircraft Objects based upon the Cape Town Eligible Aircraft list and the applicable Type Certificate Data Sheets compiled by the FAA;

the Indenture is in due form for recordation by, and has been duly filed for recordation with, the FAA pursuant to and in accordance with the Transportation Code;

the Airframe is registered in the name of the Owner, pursuant to and in accordance with the Transportation Code;

the owner of the Airframe for registration purposes at the FAA is the Owner and the Airframe and the Engines are free and clear of liens and encumbrances of record at the FAA except as created by the Indenture;

the Indenture creates a duly perfected first priority security interest, in favor of the Loan Trustee, pursuant to the Transportation Code, in the Airframe and the Engines, it being understood that no opinion is rendered herein as to the validity, priority or enforceability of such security interest under applicable local or foreign law, or as to recognition of the perfection of the security interest as against third parties in any legal proceeding outside the United States;

based upon the Priority Search Certificates obtained from the IR, copies of which are attached hereto as Schedule 2 and incorporated herein by reference:

(a)

the Airframe and the Engines are subject only to the CTT Security Interest; and

(b)

the CTT Security Interest has been duly registered on the IR and constitutes a first priority International Interest in the Airframe and the Engines;

the CTT Security Interest is entitled to the priorities, protections and benefits of the CTT, subject to the statements on Exhibit A attached hereto;

no further registration on the IR of the CTT Security Interest is required under the CTT in order to maintain the effectiveness and priority thereof and no other registration of the Airframe or filings other than filings with the FAA (which have been duly effected) are necessary in order to:

(a)

maintain the registration of the Airframe in the name of the Owner, subject to compliance with the provisions of Title 14, Section 47.40 of the Code of Federal Regulations relating to re-registration and renewal of the registration of the Airframe; and

(b)

maintain the lien and priority of the Indenture, with respect to the Airframe and the Engines; and

no authorization, approval, consent, license or order of, or registration with, or the giving of notice to, the FAA is required for the valid authorization, delivery and performance of the Indenture, except for such filings as are referred to above.

In the event the CTT Security Interest is not subject to the CTT, then the interests created thereby are governed by the Transportation Code or applicable law.

This opinion is subject to certain comments, limitations and assumptions as listed in Exhibit A attached hereto and incorporated herein by reference.

Very truly yours,

ROBIN D. JENSON

For the Firm

AA/N /filop

SCHEDULE 1

American Airlines, Inc.

Deutsche Bank Securities Inc.

Wilmington Trust Company, individually, as Loan Trustee, as Subordination Agent, as Paying

Agent and as Pass Through Trustee

Natixis S.A., acting through its New York Branch, as Depository

Wilmington Trust, National Association, as Escrow Agent

Moody’s Investors Service, Inc.

Fitch Ratings, Inc.

SCHEDULE 2

[the Priority Search Certificates attached hereto]

EXHIBIT A

Assumptions and Limitations

In rendering the foregoing opinion we have assumed that:

(i)

the records maintained by the FAA are accurate in all respects;

(ii)

the Priority Search Certificates are accurate in all respects, contain all the registered information and data on the IR in connection with the Airframe and the Engines to which they relate, and have not been altered since the date of such Priority Search Certificates;

(iii)

there have been no registrations made on the IR against the Airframe and the Engines using descriptions which vary from the IR descriptions shown above for the Airframe and the Engines and, for the purposes of this opinion, only the models and serial numbers contained in the IR descriptions of the Airframe and the Engines shown above were utilized for the IR searches;

(iv)

the IR descriptions of the Airframe and the Engines are as noted above and are accurate and complete descriptions with respect to the registrations on the IR;

(v)

at the time the Indenture was concluded, the Debtor was situated, pursuant to the CTT, in the United States;

(vi)

the necessary parties under the Indenture have given the consents in writing to the registration with the IR of the interests in the Airframe and the Engines created thereby;

(vii)

the CTT Security Interest is effective under applicable local law to constitute an interest, a sale, an assignment or a discharge which is subject to the CTT and registration on the IR;

(viii)

all of the registrations indicated on the Priority Search Certificates are fully and properly constituted and validly created under the CTT;

(ix)

all documents identified in this opinion, all documents in the records maintained by the FAA for the Airframe and the Engines, as well as any registrations on the IR pertaining to the Airframe and the Engines, are valid, enforceable and sufficient under the relevant applicable law or the CTT to create, effect or terminate the rights and interests they purport to create, effect or terminate;

(x)

in rendering this opinion, we have assumed that:

(a)

the Company qualifies as a “citizen of the United States” as defined in the Transportation Code;

(b)

the instruments described above are valid and enforceable under applicable local law; and

(c)

there are no documents with respect to the Airframe or the Engines which have been filed for recordation with the FAA under the FAA’s recording system but which have not yet been listed in the available records of such system as having been so filed;

(xi)

there has been no subordination or variation of any priority that would be acquired pursuant to the terms of the CTT, in connection with the registrations on the IR evidenced by the Priority Search Certificates other than pursuant to any subordination indicated on the Priority Search Certificates;

(xii)

the Airframe is not registered under the civil aircraft registry of any other country;

(xiii)

the Cape Town Eligible Aircraft list and the applicable Type Certificate Data Sheets compiled by the FAA, insofar as they relate to the Airframe and the Engines, are accurate in all respects;

(xiv)

the Airframe and the Engines have been accurately described by manufacturer’s name, model and serial number by the parties in the instruments described above; and

(xv)

the United States Contracting State search certificate description of declarations, withdrawals of declarations and categories of non-consensual rights or interests, as communicated to the Registrar by UNIDROIT as the Depositary as having been declared by the United States, and the date on which each such declaration or withdrawal of declaration is recorded, are accurate in all respects.

In addition, our opinion is subject to the following limitations:

(i)

a search on the IR pursuant to the CTT requires that the searching party enter the exact manufacturer, model or serial number of an airframe or engine being searched using the appropriate drop down boxes, where available, and if a registration has been made on the IR against the Airframe or the Engines which describes the Airframe or the Engines differently (i.e. any space, comma, dash, added number or character, missing number or character, or any other discrepancy whatsoever in the description of the manufacturer, model or serial number) the Priority Search Certificates will produce an inaccurate search result; accordingly, there may be registrations on the IR against the Airframe and the Engines which are not reflected on the Priority Search Certificates and which may have priority over subsequent registrations on the IR or filings with the FAA;

(ii)

the opinion relating to the registration of the Airframe with the FAA is issued only as to its current eligibility for registration and not with respect to events which may occur in the future which may affect the continued eligibility for registration;

(iii)

as to matters of United States Citizenship as defined in the Transportation Code, the undersigned has relied upon representations made in the Aircraft Registration Application already on file with the FAA;

(iv)

because the FAA does not maintain registration records for engines for nationality purposes, we cannot independently verify the owner, make, model, or serial numbers of the Engines;

(v)

in rendering this opinion, we are subject to the accuracy of the FAA, its employees and agents in the filing, indexing, cross-referencing, imaging and recording of instruments filed with the FAA;

(vi)

no opinion is expressed herein as to laws other than the CTT and the Transportation Code;

(vii)

this opinion as to the status of the records of the FAA as to the Airframe covers only that period of time during which the Airframe has been subject to United States Registration;

(viii)

the Indenture was filed with the FAA with certain information intentionally omitted from the FAA filing counterpart as containing confidential or proprietary information and we have relied upon the opinion of John H. Cassady, Deputy Chief Counsel of the FAA issued September 16, 1994 (Federal Register/Volume 59, Number 182/September 21, 1994) and the current practices of the FAA with respect to the eligibility of the Indenture for recordation with the confidential omissions; and

(ix)

since our examination was limited to records maintained by the FAA and the IR, our opinion:

(a)

in respect of rights derived from FAA filings, does not cover liens, claims or encumbrances of which the parties have actual notice as contemplated by 49 U.S.C. ‘44108(a);

(b)

in respect of rights derived from FAA filings or registrations with the IR, does not cover liens, claims or encumbrances which are perfected without the filing of notice thereof with the FAA or the IR, including without limitation, federal tax liens, liens arising under Section 1368(a) of Title 29 of the United States Code, liens arising under 49 U.S.C. ‘46304 and certain artisan’s liens;

(c)

does not cover liens perfected in foreign jurisdictions, except to the extent applicable law would regulate their priority based on registration with the IR; and

(d)

does not cover any rights to arrest or detain an airframe or an engine under any applicable law.

EXHIBIT H to

Note Purchase Agreement

CLOSING NOTICE

EXHIBIT H to

Note Purchase Agreement

CLOSING NOTICE

Dated as of [ ___ ], 2018

To each of the addressees listed

in Schedule A hereto

Re:

Closing Notice in accordance with Note Purchase Agreement referred to below

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement, dated as of May 15, 2018 among American Airlines, Inc. (the “Company”), Wilmington Trust Company, as Class C(R) Pass Through Trustee under the Class C(R) Pass Through Trust Agreement (as defined therein) (the “Pass Through Trustee”), Wilmington Trust Company, as Subordination Agent (the “Subordination Agent”), Wilmington Trust, National Association, as Escrow Agent (the “Escrow Agent”), and Wilmington Trust Company, as Paying Agent (the “Paying Agent”) (as in effect from time to time, the “Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined therein, the Intercreditor Agreement.

Pursuant to Section 1A(b) of the Note Purchase Agreement, the undersigned hereby notifies you, in respect of Aircraft, of the following:

(1)	Aircraft to be financed includes:

[[ ____ ] Airbus Model A321-211 Aircraft with MSN[s] [____ ]];

[[ ____ ] Airbus Model A321-231 Aircraft with MSN 5728;] [and]

[[ ____ ] Airbus Model A330-243 Aircraft with MSN[s] [____ ]].

(2)	The Scheduled Closing Date of the Aircraft is [ ___ ], 2018;

(3)	The Funding Date for the Aircraft shall be [ ___ ], 2018; and

(4)	The aggregate amount of each series of Series C(R) Equipment Notes to be issued, and purchased by the Class C(R) Pass Through Trustee, on the Funding Date, in connection with the financing of such Aircraft, is $[ ____ ].

The Company hereby instructs the Class C(R) Pass Through Trustee to (i) execute a Withdrawal Certificate in the form of Annex A hereto dated as of [ ___ ] , 2018 and attach thereto a Notice of Final Withdrawal dated such date completed as set forth on Exhibit A hereto and (ii) deliver such Withdrawal Certificate and Notice of Purchase Withdrawal to the Escrow Agent.

The Company hereby instructs the Class C(R) Pass Through Trustee to purchase Series

C(R) Equipment Notes in an amount set forth in clause (4) above with a portion of the proceeds of the withdrawals of Deposits referred to in the Notice of Purchase Withdrawal referred to above.

The Company hereby instructs the Class C(R) Pass Through Trustee to (a) enter into a Participation Agreement Amendment for each Aircraft dated as of [ ___ ], 2018, (b) enter into a Trust Indenture Amendment for each Aircraft dated as of [ ___ ], 2018, (c) enter into an Intercreditor Agreement Amendment dated as of [ ___ ], 2018, (d) perform its obligations under each of the foregoing and (e) deliver such certificates, documents and legal opinions relating to the Class C(R) Pass Through Trustee as required thereby.


Yours faithfully, American Airlines, Inc.

By:
		Name: Thomas T. Weir Title: Vice President & Treasurer

[Signature Page to Closing Notice]

SCHEDULE A

Wilmington Trust Company, as

Pass Through Trustee, Subordination

Agent and Paying Agent

1100 North Market Street

Attention: Corporate Trust Administration

Facsimile: ###

Wilmington Trust, National Association,

as Escrow Agent

1100 North Market Street

Attention: Corporate Trust Department

Facsimile: ###

Natixis S.A., acting through

its New York Branch, as

Depositary

1251 Avenue of the Americas

Attention: ###

Reference: American Airlines 2012-2C(R) EETC

Facsimile: ###

Moody’s Investors Service, Inc.

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

Attention: ###

Reference: American Airlines

2012-2C(R) EETC

Facsimile: ###

Fitch Ratings Ltd.

1 State Street Plaza

Attention: ###

Facsimile: ###

Annex A

WITHDRAWAL CERTIFICATE

(Class C(R))

Wilmington Trust, National Association

as Escrow Agent

1100 North Market Street

Wilmington, DE 19890

Attention: ###

Reference: American Airlines 2012-2C(R) EETC

Telephone: ###

Telecopier: ###

Ladies and Gentlemen:

Reference is made to the Escrow and Paying Agent Agreement (Class C(R)), dated as of May 15, 2018 (the “Agreement”). We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement Amendment pursuant to the Note Purchase Agreement have been satisfied. Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Purchase Withdrawal and immediately transmit it by facsimile to the Depositary, at Natixis S.A., acting through its New York Branch, as Depositary, 1251 Avenue of the Americas, New York, New York 10020, Attention: ###, Reference: American Airlines 2012-2C(R) EETC, Facsimile: ###.

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


Very truly yours, WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Pass Through Trustee

By:
		Name:
		Title:

Dated: [ ___ ], 2018

Exhibit A

NOTICE OF PURCHASE WITHDRAWAL

Natixis S.A., acting through its New York Branch, as Depositary

1251 Avenue of the Americas