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American Airlines Inc – ‘8-K’ for 10/4/17 – ‘EX-4.4’

On:  Thursday, 10/5/17, at 4:40pm ET   ·   For:  10/4/17   ·   Accession #:  1193125-17-304687   ·   File #:  1-02691

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/05/17  American Airlines Inc             8-K:1,2,9  10/04/17    6:2.0M                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     25K 
 2: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    157K 
 3: EX-4.3      Instrument Defining the Rights of Security Holders  HTML    315K 
 4: EX-4.4      Instrument Defining the Rights of Security Holders  HTML    710K 
 5: EX-4.8      Instrument Defining the Rights of Security Holders  HTML    212K 
 6: EX-5.1      Opinion re: Legality                                HTML     15K 

Exhibit 4.4

Execution Version

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

Dated as of October 4, 2017

among

AMERICAN AIRLINES, INC.,

WILMINGTON TRUST COMPANY,

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

and

WILMINGTON TRUST COMPANY,

as Subordination Agent

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

Table of Contents

Schedules

Annex

Exhibits

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of October 4, 2017, is made by and among (i) American Airlines, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”), (ii) Wilmington Trust Company (“WTC”), a Delaware trust company, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with any successor in interest and any successor or other trustee appointed as provided in the applicable Pass Through Trust Agreement (as defined below), the “Pass Through Trustee”) under each of the three separate Pass Through Trust Agreements, and (iii) Wilmington Trust Company, a Delaware trust company, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “Subordination Agent”) under the Intercreditor Agreement (as defined below).

W I T N E S S E T H:

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

WHEREAS, the Company, the Class AA Pass Through Trustee (as defined below), the Class A Pass Through Trustee (as defined below), the Subordination Agent, Wilmington Trust, National Association, a national banking association, as Escrow Agent under the Class AA/A Escrow and Paying Agent Agreements (as defined below) (in such capacity together with its successors in such capacity, the “Escrow Agent”), and Wilmington Trust Company, a Delaware trust company, as Paying Agent under the Class AA/A Escrow and Paying Agent Agreements (in such capacity together with its successors in such capacity, the “Paying Agent”), entered into that certain Note Purchase Agreement, dated as of October 3, 2016 (as amended prior to the date hereof, the “Original Note Purchase Agreement”);

WHEREAS, the Company owns the twenty-five aircraft listed in Schedule I hereto (each such aircraft, an “Aircraft” and, collectively, the “Aircraft”), and such Aircraft have been financed as contemplated by the Original Note Purchase Agreement in that, as further described in these recitals, the Class AA Pass Through Trustee and the Class A Pass Through Trustee have purchased, respectively, the Series AA Equipment Notes and the Series A Equipment Notes issued by the Company with respect to each such Aircraft;

WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the Trust Supplements described in Schedule II hereto, and concurrently with the execution and delivery of the Original Note Purchase Agreement or this Note Purchase Agreement, as applicable, three separate grantor trusts (the “Class AA Pass Through Trust”, the “Class A Pass Through Trust” and the “Class B Pass Through Trust”, respectively, and collectively, the “Pass Through Trusts” and, individually, each a “Pass Through Trust”) have been created to facilitate certain of the transactions contemplated hereby and thereby, including, without limitation, the issuance and sale of pass through certificates pursuant thereto (together with any other pass through certificates for which such pass through certificates may be exchanged, collectively, the “Certificates”) to provide financing, among other things, for the purchase by such Pass Through Trusts of the Equipment Notes to be issued in respect of, and secured by a security interest in, each of the Aircraft;

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

WHEREAS, the Company has entered into the Underwriting Agreement, dated as of September 19, 2016 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Class AA/A Underwriting Agreement”) with Morgan Stanley & Co. LLC and Goldman, Sachs & Co., as representatives of the underwriters named therein (the “Class AA/A Underwriters”), pursuant to which the Company caused the Pass Through Trustee under the Class AA Pass Through Trust (the “Class AA Pass Through Trustee”) and the Pass Through Trustee under the Class A Pass Through Trust (the “Class A Pass Through Trustee”) to issue and sell the Class AA Certificates and the Class A Certificates, respectively, to the Class AA/A Underwriters on the Class AA/A Issuance Date;

WHEREAS, the Company has entered into the Underwriting Agreement, dated as of September 20, 2017 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Class B Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, as underwriter (the “Class B Underwriter”), which provides that the Company will cause the Pass Through Trustee under the Class B Pass Through Trust (the “Class B Pass Through Trustee”) to issue and sell the Class B Certificates to the Class B Underwriter on the Class B Issuance Date;

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

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

2

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

Initial Deposits to the Depositary on behalf of the applicable Escrow Agent and (b) the applicable Escrow Agent, upon the Depositary receiving such Class AA/A Initial Deposits, agreed to deliver escrow receipts to be affixed to each Class AA Certificate and Class A Certificate;

WHEREAS, subject to the terms and conditions of the Original Note Purchase Agreement, prior to the date hereof, the Class AA Pass Through Trustee, the Class A Pass Through Trustee and each of the Subordination Agent, the Loan Trustee, WTC and the Company entered into the applicable Financing Agreements listed on Schedule IV hereto with respect to each Aircraft;

WHEREAS, upon the financing of each Aircraft, (i) the Class AA Pass Through Trustee funded its purchase of the Series AA Equipment Notes in respect of such Aircraft with the proceeds of the Class AA/A Initial Deposits withdrawn by the applicable Escrow Agent under the Class AA Deposit Agreement and (ii) the Class A Pass Through Trustee funded its purchase of the Series A Equipment Notes in respect of such Aircraft with the proceeds of the Class AA/A Initial Deposits withdrawn by the applicable Escrow Agent under the Class A Deposit Agreement;

WHEREAS, concurrently with the execution and delivery hereof, the Company, each Pass Through Trustee, the Subordination Agent, the Loan Trustee and WTC, in its individual capacity, have entered into the First Amendment to Indenture and the First Amendment to Participation Agreement, each dated as of the date hereof, listed on Schedule IV hereto with respect to each of the Aircraft, which provide for the Company to issue, and the Class B Pass Through Trustee to purchase, Series B Equipment Notes in respect of each of the Aircraft on the Class B Issuance Date; and

WHEREAS, (i) concurrently with the execution and delivery of the Original Note Purchase Agreement, the Class AA Liquidity Provider entered into the Class AA Liquidity Facility for the benefit of the Holders of the Certificates issued by the Class AA Pass Through Trust and the Class A Liquidity Provider entered into the Class A Liquidity Facility for the benefit of the Holders of the Certificates issued by the Class A Pass Through Trust, in each case with the Subordination Agent, as agent for the Pass Through Trustee on behalf of each such Pass Through Trust and (ii) concurrently with the execution and delivery of this Note Purchase Agreement, (a) the Class B Liquidity Provider has entered into the Class B Liquidity Facility for the benefit of the Holders of the Certificates issued by the Class B Pass Through Trust with the Subordination Agent, as agent for the Pass Through Trustee on behalf of the Class B Pass Through Trust, and (b) the Pass Through Trustees, the Liquidity Providers and the Subordination Agent have entered into the Intercreditor Agreement.

WHEREAS, the Original Note Purchase Agreement provides that if any Additional Series Equipment Notes are to be issued, the related Additional Series Pass Through Trustee shall execute and deliver an instrument by which such Additional Series Pass Through Trustee becomes a party to the Original Note Purchase Agreement, and each of the parties to the Original Note Purchase Agreement shall, at the Company’s request, enter into any amendments to the Original Note Purchase Agreement as may be necessary or desirable to give effect to such issuance, and the issuance of pass through certificates by any pass through trust that acquires any such Additional Series Equipment Notes;

3

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

WHEREAS, at the request of the Company, the undersigned parties to the Original Note Purchase Agreement desire to amend and restate the Original Note Purchase Agreement as set forth herein, and the Class B Pass Through Trustee desires to become a party to this Note Purchase Agreement;

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

SECTION 1. Financing of Aircraft.

(a) Agreement to Finance. The Company agrees to finance all Aircraft in the manner provided herein on the Class B Issuance Date, on and subject to the terms and conditions hereof and of the applicable Financing Agreements.

(b) Entering into Financing Agreements. On the Class B Issuance Date, each of the Class AA Pass Through Trustee, the Class A Pass Through Trustee and the Class B Pass Through Trustee shall, and shall cause the Subordination Agent to, enter into a First Amendment to Participation Agreement to each Participation Agreement and perform their obligations under each Participation Agreement as amended thereby; provided that, with respect to each Aircraft to be financed, the applicable First Amendment to Participation Agreement and the applicable First Amendment to Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto and (x) the amortization schedule for each Series B Equipment Note shall be as set forth in the relevant table attached as part of Schedule III hereto and (y) the relevant Financing Agreements shall provide for the purchase by the Class B Pass Through Trustee of Series B Equipment Notes in the principal amounts specified in Schedule III hereto.

Notwithstanding the foregoing, the Financing Agreements with respect to any Aircraft may be modified to the extent required for the issuance, the successive repayment and issuance or the successive redemption and issuance, as applicable, of Equipment Notes or Additional Series Equipment Notes, as the case may be, pursuant to Section 3(a)(v) of this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall pay the reasonable costs and expenses of the Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith. With respect to each Aircraft, the Company shall cause WTC (or such other Person that meets the eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to

4

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

the financing of each Aircraft, together with a true and complete set of the closing documentation (including legal opinions) delivered to the applicable Loan Trustee, the Subordination Agent and each Pass Through Trustee of each Pass Through Trust then in existence under the applicable Participation Agreement.

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

(d) No Liability for Failure to Purchase Equipment Notes. The Company shall have no liability for the failure of any Pass Through Trustee to purchase Equipment Notes with respect to any Aircraft.

SECTION 2. Representations and Warranties.

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

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

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

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

5

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

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

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

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

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

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

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

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

6

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

Financing Agreement to which it is or will be a party and to perform its obligations under this Note Purchase Agreement and each Financing Agreement to which it is or will be a party;

(ii) Due Authorization; Enforceability. This Note Purchase Agreement has been duly authorized, executed and delivered by the Subordination Agent; this Note Purchase Agreement constitutes the legal, valid and binding obligations of the Subordination Agent enforceable against it in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity, whether considered in a proceeding at law or in equity;

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

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

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

7

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

(vi) No Proceedings. There are no pending or threatened actions or proceedings against the Subordination Agent before any court or administrative agency which individually or in the aggregate, if determined adversely to it, would materially adversely affect the ability of the Subordination Agent to perform its obligations under this Note Purchase Agreement.

SECTION 3. Covenants.

(a) Covenants of the Company.

(i) Maintenance of Corporate Existence. Subject to, and except as contemplated by, Section 3(a)(iii) of this Note Purchase Agreement, the Company shall at all times maintain its corporate existence.

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

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

(iv) Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option to (A) redeem any Series A Equipment Notes or Series B Equipment Notes (or any Additional Series Equipment Notes) and issue, with respect to all (but not less than all) of the Aircraft, new Equipment Notes with the same Series designation as that of, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (B) issue one or more series at any time and from time to time

8

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

of Additional Series Equipment Notes with respect to all (but not less than all) of the Aircraft, in each case, under any Indenture (including, for avoidance of doubt, multiple issuances at the same or different times resulting in more than one series of Additional Series Equipment Notes being outstanding at any time) and (C) at any time following the payment in full of any Series A Equipment Notes or Series B Equipment Notes (or previously issued Additional Series Equipment Notes), issue, with respect to all (but not less than all) of the Aircraft, new Equipment Notes of the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full, provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such payment and issuance or such redemption and issuance, as applicable, and provided further that any such issuance, payment and issuance or redemption and issuance, as applicable, shall be subject to the terms of Section 8.01(c) or 8.01(d), as applicable, of the Intercreditor Agreement. If any such new Equipment Notes or Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Equipment Notes or the Additional Series Pass Through Trustee, as applicable, shall execute and deliver an instrument (which may be a joinder agreement) by which such pass through trustee or Additional Series Pass Through Trustee, as applicable, becomes a party hereto, and each of the parties hereto agrees, at the Company’s request, to enter into any amendments to (or any amendment and restatement of) this Note Purchase Agreement and any other Operative Agreements as may be necessary or desirable to give effect to such issuance, payment and issuance or redemption and issuance of any such new Equipment Notes or Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such new Equipment Notes or Additional Series Equipment Notes, as applicable, and to make changes relating to any of the foregoing (including, without limitation, to provide for any prefunding mechanism in connection therewith) and to provide for any credit support for any pass through certificates relating to any such new Equipment Notes or Additional Series Equipment Notes (including, without limitation, to provide for payment of fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support (including, without limitation, to specify such credit support as a “Liquidity Facility” and the provider of any such credit support as a “Liquidity Provider” and, if such Liquidity Facility is to be comprised of more than one instrument, to incorporate appropriate mechanics for multiple Liquidity Facilities for a single Pass Through Trust)).

(v) Certain Reports to Subordination Agent. Promptly after the occurrence of a Triggering Event or an Indenture Event of Default resulting from the failure of the Company to make payments on any Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture Event of Default shall be continuing, the Company shall, at the Subordination

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Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

Agent’s request from time to time but in any event no more frequently than once every three months, provide to the Subordination Agent a statement setting forth the following information with respect to each Aircraft then subject to the lien of an Indenture: (A) whether the Aircraft are currently in service or parked in storage, (B) the maintenance status of the Aircraft, and (C) the location of the Engines (as defined in the respective Indentures to which such Aircraft are subject). As used in this Section 3(a)(vi), the terms “Triggering Event”, “Indenture Event of Default” and “Regular Distribution Date” have the respective meanings set forth in the Intercreditor Agreement.

(b) Covenants by WTC.

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

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

(c) Covenants by the Pass Through Trustees.

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

(ii) Tax Forms of Pass Through Trustee of New or Additional Series Pass Through Trust. If any new Equipment Notes or Additional Series Equipment Notes shall be issued under any Indenture as provided in Section 3(a)(v), on or prior to the date such new Equipment Notes or Additional Series Equipment Notes, as applicable, shall have been so issued, the pass through trustee of the pass through trust that acquires such new Equipment Notes or the Additional Series Pass Through Trustee, as applicable, shall have provided a completed and executed copy of IRS Form W-9 to each of the Company and the Subordination Agent and, if a liquidity facility shall have been provided with respect to such new pass through trust or the Additional Series Pass Through Trust, to the provider of such liquidity facility.

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Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

SECTION 4. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents or waivers required or permitted by the terms and provisions of this Note Purchase Agreement shall be in English and in writing, and given by United States registered or certified mail, return receipt requested, overnight courier service or facsimile, and any such notice shall be effective when received (or, if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) to the relevant party hereto at the address or facsimile number set forth below the signature of such party at the foot of this Note Purchase Agreement or to such other address or facsimile number as such party may hereafter specify by notice to the other parties.

SECTION 5. Further Assurances. Each party hereto shall duly execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as any other party hereto shall reasonably request in connection with its administration of, or to carry out more effectually the purposes of, or to better assure and confirm unto it the rights and benefits to be provided under, this Note Purchase Agreement.

SECTION 6. Miscellaneous.

(a) Survival of Representations and Covenants. Provided that the transactions contemplated hereby have been consummated, and except as otherwise provided for herein, the representations, warranties and agreements herein of the Company, the Subordination Agent and each Pass Through Trustee, and the Company’s, the Subordination Agent’s and each Pass Through Trustee’s obligations under any and all thereof, shall survive the expiration or other termination of this Note Purchase Agreement and the other agreements referred to herein.

(b) Counterparts; Amendments; Effect of Headings; Successors and Assigns. This Note Purchase Agreement may be executed in any number of counterparts (and each of the parties hereto shall not be required to execute the same counterpart). Each counterpart of this Note Purchase Agreement, including a signature page executed by each of the parties hereto, shall be an original counterpart of this Note Purchase Agreement, but all of such counterparts together shall constitute one instrument. Neither this Note Purchase Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing signed by the party against which the enforcement of the termination, amendment, supplement, waiver or modification is sought. The Table of Contents to this Note Purchase Agreement and the headings of the various Sections and Subsections of this Note Purchase Agreement are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof. The terms of this Note Purchase Agreement shall be binding upon, and shall inure to the benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee and its successors as Pass Through Trustee (and any additional trustee appointed) under any of the Pass Through Trust Agreements and the Subordination Agent and its successors as Subordination Agent under the Intercreditor Agreement.

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(c) Benefits of Agreement. This Note Purchase Agreement is not intended to, and shall not, provide any Person not a party hereto (other than the Class AA/ A Underwriters and the Class B Underwriter) with any rights of any nature whatsoever against any of the parties hereto, and no Person not a party hereto (other than the Class AA/A Underwriters and the Class B Underwriter) shall have any right, power or privilege in respect of, or have any benefit or interest arising out of, this Note Purchase Agreement.

SECTION 7. Acknowledgment; Direction. Each of the parties hereto acknowledges and agrees that, from and after the date hereof, (i) this Note Purchase Agreement shall constitute the “Note Purchase Agreement” for all purposes of the Operative Agreements, (ii) the Intercreditor Agreement shall constitute the “Intercreditor Agreement” for all purposes of the Operative Agreements and (iii) the Series B Equipment Notes, the Class B Certificates, the Class B Pass Through Trust, the Class B Pass Through Trust Agreement and the Class B Pass Through Trustee shall constitute “Additional Series Equipment Notes” (or “Additional Equipment Notes”), “Additional Series Pass Through Certificates” (or “Additional Certificates”), an “Additional Series Pass Through Trust” (or an “Additional Trust”), an “Additional Series Pass Through Trust Agreement” (or an “Additional Trust Agreement”) and an “Additional Series Pass Through Trustee” (or an “Additional Trustee”), respectively, in each case for all purposes of the Operative Agreements (as defined in the Original Note Purchase Agreement). Pursuant to Section 9.01 of the Basic Pass Through Trust Agreement, the Company hereby requests that each Pass Through Trustee enter into, execute, deliver and perform their respective obligations under this Agreement, the Intercreditor Agreement and each other document, instrument or writing as may be contemplated by, or necessary or convenient in connection with, any of the foregoing.

SECTION 8. Governing Law. THIS NOTE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS NOTE PURCHASE AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.

SECTION 9. Submission to Jurisdiction. Each of the parties hereto, to the extent it may do so under applicable law, for purposes hereof and of all other Operative Agreements hereby (a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and (b) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Note Purchase Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts.

[Signature Pages Follow]

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

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SCHEDULE I to

NOTE PURCHASE AGREEMENT

AIRCRAFT

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SCHEDULE II to

NOTE PURCHASE AGREEMENT

TRUST SUPPLEMENTS

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

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

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

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SCHEDULE III to

NOTE PURCHASE AGREEMENT

REQUIRED TERMS

Series B Equipment Notes

Obligor:        The Company

The original principal amount and amortization schedule of the Series B Equipment Notes issued with respect to an Aircraft shall be as set forth in the following tables:

PRINCIPAL AMOUNTS OF SERIES B EQUIPMENT NOTES

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AMORTIZATION SCHEDULES

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SCHEDULE IV to

NOTE PURCHASE AGREEMENT

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ANNEX A to

NOTE PURCHASE AGREEMENT

DEFINITIONS

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

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

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

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

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

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

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

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

(b) Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Class AA/A Deposit Agreements” has the meaning set forth in the eighth recital to the Note Purchase Agreement.

“Class AA/A Deposits” has the meaning set forth in the eighth recital to the Note Purchase Agreement.

“Class AA/A Escrow and Paying Agent Agreements” has the meaning set forth in the eighth recital to the Note Purchase Agreement.

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“Class AA/A Initial Deposits” has the meaning set forth in the eighth recital to the Note Purchase Agreement.

“Class AA/A Issuance Date” means the date of the original issuance of the Class AA Certificates and Class A Certificates.

“Class AA/A Underwriters” has the meaning set forth in the fifth recital to the Note Purchase Agreement.

“Class AA/A Underwriting Agreement” has the meaning set forth in the fifth recital to the Note Purchase Agreement.

“Class B Certificates” means the Certificates issued by the Class B Pass Through Trust.

“Class B Underwriters” has the meaning set forth in the sixth recital to the Note Purchase Agreement.

“Class B Issuance Date” means the date of the original issuance of the Class B Certificates.

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

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

“Class B Pass Through Trust” has the meaning set forth in the fourth recital to the Note Purchase Agreement.

“Class B Pass Through Trustee” has the meaning set forth in the sixth recital to the Note Purchase Agreement.

“Class B Underwriter” has the meaning set forth in the sixth recital to the Note Purchase Agreement.

“Class B Underwriting Agreement” has the meaning set forth in the sixth recital to the Note Purchase Agreement.

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

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

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

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

“Escrow Agent” has the meaning set forth in the second recital to the Note Purchase Agreement.

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

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

“First Amendment to Indenture” means, with respect to each Funded Aircraft, the First Amendment to Indenture in substantially the form of Exhibit A hereto, dated as of the Class B Issuance Date, between the Company and the Loan Trustee, listed on Schedule IV to the Note Purchase Agreement relating to such Funded Aircraft.

“First Amendment to Participation Agreement” means, with respect to each Funded Aircraft, the First Amendment to Participation Agreement in substantially the form of Exhibit B hereto, dated as of the Class B Issuance Date, among the Company, the Loan Trustee, the Subordination Agent, the Pass Through Trustees and WTC, listed on Schedule IV to the Note Purchase Agreement relating to such Funded Aircraft.

“Government Entity” means (a) any federal, state, provincial or similar government, and any body, board, department, commission, court, tribunal, authority, agency or other instrumentality of any such government or otherwise exercising any executive, legislative, judicial, administrative or regulatory functions of such government or (b) any other government entity having jurisdiction over any matter contemplated by the Operative Agreements or relating to the observance or performance of the obligations of any of the parties to the Operative Agreements.

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

“Indenture” means with respect to an Aircraft, the Indenture and Security Agreement listed on Schedule III to the Note Purchase Agreement with respect to such Aircraft, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement, dated as of the Class B Issuance Date, among the Pass Through Trustees, the

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

“Issuance Date” means, as applicable, the Class AA/A Issuance Date or the Class B Issuance Date.

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

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

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

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

“Note Purchase Agreement” means the Amended and Restated Note Purchase Agreement to which this Annex A is attached.

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

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

“Participation Agreement” means with respect to an Aircraft, the Participation Agreement listed on Schedule III to the Note Purchase Agreement with respect to such Aircraft, as such agreement may be amended, supplemented or otherwise modified from time to time.

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

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

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

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“Paying Agent” has the meaning set forth in the second recital to the Note Purchase Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“United States” means the United States of America.

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

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EXHIBIT A to

NOTE PURCHASE AGREEMENT

FORM OF FIRST AMENDMENT TO PARTICIPATION AGREEMENT

[Attached.]

Amended and Restated Note Purchase Agreement

American Airlines 2016-3 Aircraft EETC

FORM

FIRST AMENDMENT TO PARTICIPATION AGREEMENT

([Reg. No.])

Dated as of October 4, 2017

among

AMERICAN AIRLINES, INC.,

WILMINGTON TRUST COMPANY,

as Pass Through Trustee under each of the

Pass Through Trust Agreements,

WILMINGTON TRUST COMPANY,

as Subordination Agent,

WILMINGTON TRUST COMPANY,

as Loan Trustee,

and

WILMINGTON TRUST COMPANY,

in its individual capacity as set forth herein

*

One [Aircraft Manufacturer and Model]

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

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

First Amendment to Participation Agreement

(American Airlines 2016-3B Aircraft EETC)

[Reg. No.]

ARTICLE I

DEFINITIONS; AMENDMENTS

i

First Amendment to Participation Agreement

(American Airlines 2016-3B Aircraft EETC)

[Reg. No.]

ARTICLE VII

MISCELLANEOUS

ii

First Amendment to Participation Agreement

(American Airlines 2016-3B Aircraft EETC)

[Reg. No.]

FIRST AMENDMENT TO PARTICIPATION AGREEMENT

([Reg. No.])

This FIRST AMENDMENT TO PARTICIPATION AGREEMENT ([Reg. No.]) (this “Amendment”), dated as of October 4, 2017, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, the “Loan Trustee”) under the Indenture.

W I T N E S S E T H:

WHEREAS, on the Closing Date, which occurred on [                    ], 201[    ], the parties hereto (other than the Class B Trustee) entered into that certain Participation Agreement ([Reg. No.]), dated as of [        ], 201[    ] (the “Original Participation Agreement”) in order to provide for the financing of the Aircraft described therein;

WHEREAS, in connection with the Original Participation Agreement, the Company and the Loan Trustee entered into that certain Indenture and Security Agreement ([Reg. No.]), dated as of [                    ], 201[    ], as supplemented by Indenture Supplement No. 1 thereto, dated [                    ], 201[    ] (the “Original Indenture”), pursuant to which, among other things, the Company issued to the Subordination Agent the Series AA Equipment Notes and the Series A Equipment Notes, in each case in the applicable original principal amount, having the applicable maturity and bearing interest at the applicable Debt Rate as specified on Schedule I to the Original Indenture, which Equipment Notes are secured by a security interest in all right, title and interest of the Company in and to the Aircraft and certain other property described in the Original Indenture;

WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class AA Trust Supplement, the Class AA Pass Through Trust was created on October 3, 2016 to facilitate the financing of certain aircraft owned by the Company, including the Aircraft, and the Class AA Certificates were issued and sold on October 3, 2016;

1

First Amendment to Participation Agreement

(American Airlines 2016-3B Aircraft EETC)

[Reg. No.]

WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class A Trust Supplement, the Class A Pass Through Trust was created on October 3, 2016 to facilitate the financing of certain aircraft owned by the Company, including the Aircraft, and the Class A Certificates were issued and sold on October 3, 2016;

WHEREAS, Section 2.02 of the Original Participation Agreement provides that, subject to Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B Closing) and Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing), the Company shall have the option to issue one or more series of Additional Series Equipment Notes under the Indenture after the Closing Date;

WHEREAS, Section 2.02 of the Original Indenture provides that, subject to compliance with the conditions set forth in Section 4(a)(v) of the Note Purchase Agreement (as in effect immediately prior to the Series B Closing), Section 2.02 of the Original Participation Agreement and Section 8.01(d) of the Intercreditor Agreement (as in effect immediately prior to the Series B Closing), the Company shall have the option to issue Additional Series Equipment Notes at any time and from time to time;

WHEREAS, the Company now desires to issue Additional Series Equipment Notes designated as “Series B Equipment Notes” (such Equipment Notes, the “Series B Equipment Notes”), which Series B Equipment Notes are to be secured by a security interest in all right, title and interest of the Company in and to the Aircraft and certain other property described in the Indenture;

WHEREAS, concurrently with the execution and delivery of this Amendment, the Company and the Loan Trustee are entering into the First Indenture Amendment, pursuant to which, among other things, the Company will issue Series B Equipment Notes under the Indenture;

WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Class B Trust Supplement, the Class B Pass Through Trust has been created to facilitate certain of the transactions contemplated by this Amendment, including, without limitation, the issuance and sale of the Class B Certificates; and

WHEREAS, pursuant to the Intercreditor Agreement, the Subordination Agent holds the Series AA Equipment Notes on behalf of the Class AA Pass Through Trust, holds the Series A Equipment Notes on behalf of the Class A Pass Through Trust and will hold, when issued, the Series B Equipment Notes on behalf of the Class B Pass Through Trust;

2

First Amendment to Participation Agreement

(American Airlines 2016-3B Aircraft EETC)

[Reg. No.]

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

ARTICLE I

DEFINITIONS; AMENDMENTS

Section 1.01. Definitions. Except as otherwise defined herein, capitalized terms in this Amendment have the meanings assigned to them in the Original Participation Agreement. For the purposes of this Amendment, the following capitalized terms shall have the following meanings:

“Class A Trust Supplement” means the Trust Supplement No. 2016-3A, dated as of October 3, 2016, between the Company and WTC, as Class A Trustee.

“Class AA Trust Supplement” means the Trust Supplement No. 2016-3AA, dated as of October 3, 2016, between the Company and WTC, as Class AA Trustee.

“Class B Certificates” means pass through certificates issued by the Class B Pass Through Trust.

“Class B Liquidity Facility” means the Revolving Credit Agreement (2016-3B), dated as of the Series B Closing Date, between the Subordination Agent, as agent and trustee for the Class B Trustee, and KfW.

“Class B Pass Through Trust” means the American Airlines Pass Through Trust 2016-3B created pursuant to the Basic Pass Through Trust Agreement, as supplemented by the Class B Trust Supplement.

“Class B Trustee” means the trustee for the Class B Pass Through Trust.

“Class B Trust Supplement” means the Trust Supplement No. 2016-3B, dated as of the Series B Closing Date, between the Company and WTC, as Class B Trustee.

“First Indenture Amendment” means an amendment to the Original Indenture, substantially in the form attached hereto as Exhibit A.

“Original Indenture” has the meaning set forth in the second recital hereto.

“Original Participation Agreement” has the meaning set forth in the first recital hereto.

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“Pass Through Certificates” means the Class AA Certificates, the Class A Certificates and the Class B Certificates.

“Pass Through Trust Agreement” means each of the Class AA Trust Supplement, the Class A Trust Supplement and the Class B Trust Supplement, together in each case with the Basic Pass Through Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Pass Through Trustee” means each of the Class AA Trustee, the Class A Trustee and the Class B Trustee.

“Series B Closing” has the meaning set forth in Section 2.03.

“Series B Closing Date” means October 4, 2017 or such other time as the parties shall agree.

“Series B Equipment Notes” has the meaning set forth in the seventh recital hereto.

“Trust Supplement” means each of the Class AA Trust Supplement, the Class A Trust Supplement and the Class B Trust Supplement.

Section 1.02. Other Definitional Provisions.

(a) For purposes of this Amendment, (i) the term “Participation Agreement” means the Original Participation Agreement as amended by this Amendment and (ii) the term “Indenture” means the Original Indenture as amended by the First Indenture Amendment.

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

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

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

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

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

Section 1.03. Amendments to Original Participation Agreement. The Original Participation Agreement is hereby amended as follows:

(a) Amendment to Section 2.02. Section 2.02 of the Original Participation Agreement is amended by deleting it in its entirety and replacing it with the following:

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

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(b) Amendment to Section 5.01(b). Section 5.01(b) of the Original Participation Agreement is amended by adding the word “applicable” before the two instances of “Issuance Date” therein.

(c) Amendment to Section 6.01(c). Section 6.01(c) of the Original Participation Agreement is amended by deleting it in its entirety and replacing it with the following:

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

(d) Amendment to Section 7.11. Section 7.11 of the Original Participation Agreement is amended by deleting it in its entirety and replacing it with the following:

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

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property or ordering the winding-up or liquidation of the affairs of the Class A Pass Through Trust, (iii) until one year and one day after the Series B Equipment Notes have been paid in full, it shall not acquiesce, petition or otherwise invoke or cause or join in invoking or causing the Class B Pass Through Trust or any other Person to invoke the process of any governmental authority for the purpose of commencing or sustaining a case (whether voluntary or not) against the Class B Pass Through Trust under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Class B Pass Through Trust or any substantial part of its property or ordering the winding up or liquidation of the affairs of the Class B Pass Through Trust and (iv) if any Additional Series Equipment Notes of any series shall have been issued, until one year and one day after such Additional Series Equipment Notes have been paid in full, it shall not acquiesce, petition or otherwise invoke or cause or join in invoking or causing the related Additional Series Pass Through Trust or any other Person to invoke the process of any governmental authority for the purpose of commencing or sustaining a case (whether voluntary or not) against such Additional Series Pass Through Trust under any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of such Additional Series Pass Through Trust or any substantial part of its property or ordering the winding-up or liquidation of the affairs of such Additional Series Pass Through Trust.

(e) Amendment to Schedule I. Schedule I to the Original Participation Agreement is amended by deleting the address and account details for Pass Through Trustee and replacing it with the following:

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(f) Amendment to Schedule II. Schedule II to the Original Participation Agreement is amended by deleting it in its entirety and replacing it with Schedule I hereto (it being agreed and understood that no amendments are being made to the maturity, original principal amount or interest rate of the Series AA Equipment Notes or the Series A Equipment Notes).

(g) Amendment to Schedule III. Schedule III to the Original Participation Agreement is amended by deleting it in its entirety and replacing it with Schedule II hereto.

(h) Amendment to Annex A. Annex A to the Original Participation Agreement is amended as follows:

(i) The definition of “Additional Series” or “Additional Series Equipment Notes” is deleted in its entirety and replaced with the following:

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

(ii) The definition of “Class A Pass Through Trust” is deleted in its entirety and replaced with the following:

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“Class A Pass Through Trust” means (i) initially, the American Airlines Pass Through Trust 2016-3A created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2016-3A, dated as of the Class AA/A Issuance Date, between the Company and WTC, as Class A Trustee, and (ii) any “Refinancing Trust” (as such term is defined in the Intercreditor Agreement) created in connection with any subsequent repayment or redemption of Series A Equipment Notes and issuance of new Series A Equipment Notes.

(iii) The definition of “Class AA Pass Through Trust” is deleted in its entirety and replaced with the following:

“Class AA Pass Through Trust” means the American Airlines Pass Through Trust 2016-3AA created pursuant to the Basic Pass Through Trust Agreement, as supplemented by Trust Supplement No. 2016-3AA, dated as of the Class AA/A Issuance Date, between the Company and WTC, as Class AA Trustee.