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American Airlines Group Inc., et al. – ‘10-K’ for 12/31/13 – ‘EX-10.27’

On:  Friday, 2/28/14, at 7:52am ET   ·   For:  12/31/13   ·   Accession #:  6201-14-4   ·   File #s:  1-02691, 1-08400

Previous ‘10-K’:  ‘10-K/A’ on 4/16/13 for 12/31/12   ·   Next:  ‘10-K’ on 2/25/15 for 12/31/14   ·   Latest:  ‘10-K’ on 2/21/24 for 12/31/23   ·   5 References:   By:  American Airlines Group Inc. – Latest ‘10-K’ on 2/21/24 for 12/31/23 By:  American Airlines Group Inc. – ‘S-3ASR’ on 2/24/23 By:  American Airlines Group Inc. – ‘10-K’ on 2/22/23 for 12/31/22 By:  American Airlines Group Inc. – ‘10-K’ on 2/22/22 for 12/31/21 By:  American Airlines Group Inc. – ‘10-K’ on 2/17/21 for 12/31/20 

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

 2/28/14  American Airlines Group Inc.      10-K       12/31/13  155:45M
          American Airlines Inc

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.92M 
 2: EX-3.3      Articles of Incorporation/Organization or Bylaws    HTML     50K 
 3: EX-3.4      Articles of Incorporation/Organization or Bylaws    HTML     87K 
 6: EX-10.125   Material Contract                                   HTML     55K 
 7: EX-10.126   Material Contract                                   HTML     57K 
 8: EX-10.127   Material Contract                                   HTML     56K 
 9: EX-10.128   Material Contract                                   HTML     59K 
10: EX-10.129   Material Contract                                   HTML     55K 
11: EX-10.151   Material Contract                                   HTML     67K 
12: EX-10.152   Material Contract                                   HTML     67K 
 4: EX-10.27    Material Contract                                   HTML    260K 
 5: EX-10.45    Material Contract                                   HTML     67K 
15: EX-21       Subsidiaries List                                   HTML     52K 
16: EX-23.1     Consent of Experts or Counsel                       HTML     42K 
17: EX-23.2     Consent of Experts or Counsel                       HTML     43K 
13: EX-12.1     Statement re: Computation of Ratios                 HTML     57K 
14: EX-12.2     Statement re: Computation of Ratios                 HTML     57K 
18: EX-31.1     Certification -- §302 - SOA'02                      HTML     48K 
19: EX-31.2     Certification -- §302 - SOA'02                      HTML     48K 
20: EX-31.3     Certification -- §302 - SOA'02                      HTML     48K 
21: EX-31.4     Certification -- §302 - SOA'02                      HTML     48K 
22: EX-32.1     Certification -- §906 - SOA'02                      HTML     45K 
23: EX-32.2     Certification -- §906 - SOA'02                      HTML     46K 
109: R1          Document And Entity Information                     HTML     76K  
85: R2          Consolidated Statements Of Operations               HTML    144K 
102: R3          Consolidated Statements Of Operations               HTML     44K  
                (Parenthetical)                                                  
113: R4          Consolidated Statements Of Comprehensive Income     HTML     84K  
142: R5          Consolidated Balance Sheets                         HTML    184K  
89: R6          Consolidated Balance Sheets (Parenthetical)         HTML     58K 
101: R7          Consolidated Statements Of Cash Flows               HTML    155K  
78: R8          Consolidated Statements Of Stockholders' Equity     HTML    129K 
                (Deficit)                                                        
66: R9          Consolidated Statements Of Stockholders' Equity     HTML     58K 
                (Deficit) (Parenthetical)                                        
144: R10         Nature of Operations and Operating Environment      HTML     52K  
115: R11         Emergence From Chapter 11                           HTML    166K  
114: R12         Mandatorily Convertible Preferred Stock and Other   HTML     73K  
                Bankruptcy Settlement Obligations                                
122: R13         Merger and Related Matters                          HTML    149K  
123: R14         Basis of Presentation and Summary of Significant    HTML    248K  
                Accounting Policies                                              
119: R15         Special Items, Net                                  HTML    104K  
124: R16         Investments and Fair Value Measurements             HTML    152K  
103: R17         Commitments, Contingencies and Guarantees           HTML    364K  
110: R18         Indebtedness and Leases                             HTML    245K  
117: R19         Financial Instruments And Risk Management           HTML    242K  
154: R20         Income Taxes                                        HTML    230K  
134: R21         Share Based Compensation                            HTML    273K  
95: R22         Retirement Benefits                                 HTML    927K 
116: R23         Accumulated Other Comprehensive Income (Loss)       HTML    137K  
98: R24         Segment Reporting                                   HTML     84K 
55: R25         Quarterly Financial Data (Unaudited)                HTML    146K 
136: R26         Regional Expenses (Notes)                           HTML    106K  
149: R27         Earnings (Loss) Per Share                           HTML     96K  
72: R28         Stockholders' Equity (Notes)                        HTML     60K 
71: R29         Subsequent Events                                   HTML     69K 
76: R30         Schedule II - Valuation And Qualifying Accounts     HTML    149K 
                And Reserves                                                     
77: R31         Basis of Presentation and Summary of Significant    HTML    446K 
                Accounting Policies (Policies)                                   
79: R32         Emergence From Chapter 11 (Tables)                  HTML    112K 
41: R33         Mandatorily Convertible Preferred Stock and Other   HTML     53K 
                Bankruptcy Settlement Obligations (Tables)                       
132: R34         Merger and Related Matters (Tables)                 HTML    141K  
93: R35         Basis of Presentation and Summary of Significant    HTML    239K 
                Accounting Policies (Tables)                                     
96: R36         Special Items, Net (Tables)                         HTML    103K 
60: R37         Investments and Fair Value Measurements (Tables)    HTML    152K 
153: R38         Commitments, Contingencies and Guarantees (Tables)  HTML    287K  
30: R39         Indebtedness and Leases (Tables)                    HTML    156K 
82: R40         Financial Instruments And Risk Management (Tables)  HTML    225K 
140: R41         Income Taxes (Tables)                               HTML    208K  
57: R42         Share Based Compensation (Tables)                   HTML    239K 
70: R43         Retirement Benefits (Tables)                        HTML    923K 
75: R44         Accumulated Other Comprehensive Income (Loss)       HTML    130K 
                (Tables)                                                         
86: R45         Segment Reporting (Tables)                          HTML     77K 
40: R46         Quarterly Financial Data (Unaudited) (Tables)       HTML    137K 
65: R47         Regional Expenses (Tables)                          HTML    100K 
33: R48         Earnings (Loss) Per Share (Tables)                  HTML     87K 
138: R49         Stockholders' Equity (Tables)                       HTML     49K  
56: R50         Subsequent Events (Tables)                          HTML     67K 
133: R51         Nature of Operations and Operating Environment      HTML     70K  
                (Details)                                                        
61: R52         Emergence From Chapter 11 (Narrative) (Details)     HTML    107K 
83: R53         Emergence From Chapter 11 (Schedule of Liabilities  HTML     63K 
                Subject to Compromise) (Details)                                 
32: R54         Emergence From Chapter 11 (Components of Long-Term  HTML     76K 
                Debt) (Details)                                                  
37: R55         Emergence From Chapter 11 (Schedule of              HTML     68K 
                Reorganization Items) (Details)                                  
74: R56         Mandatorily Convertible Preferred Stock and Other   HTML     85K 
                Bankruptcy Settlement Obligations (Details)                      
46: R57         Merger and Related Matters (Narrative) (Details)    HTML     48K 
145: R58         Merger and Related Matters (Fair Value of           HTML     57K  
                Consideration Transferred) (Details)                             
91: R59         Merger and Related Matters (Allocation of           HTML     72K 
                Consideration Transferred) (Details)                             
120: R60         Merger and Related Matters (Pro-forma Impact of     HTML     46K  
                Merger) (Details)                                                
64: R61         Merger and Related Matters (Reclassifications)      HTML    142K 
                (Details)                                                        
68: R62         Basis of Presentation and Summary of Significant    HTML     69K 
                Accounting Policies (Narrative) (Details)                        
130: R63         Basis of Presentation and Summary of Significant    HTML     87K  
                Accounting Policies (Property, Plant and                         
                Equipment) (Details)                                             
125: R64         Basis of Presentation and Summary of Significant    HTML     62K  
                Accounting Policies (Intangible Assets) (Details)                
94: R65         Basis of Presentation and Summary of Significant    HTML    201K 
                Accounting Policies (Reclassification) (Details)                 
128: R66         Basis of Presentation and Summary of Significant    HTML     59K  
                Accounting Policies (Schedule of Amortized                       
                Intangible Assets) (Details)                                     
62: R67         Basis of Presentation and Summary of Significant    HTML     56K 
                Accounting Policies (Schedule of Future                          
                Amortization Expense) (Details)                                  
99: R68         Special Items, Net (Details)                        HTML     87K 
148: R69         Investments and Fair Value Measurements             HTML     54K  
                (Short-Term Investments) (Details)                               
36: R70         Investments and Fair Value Measurements             HTML     51K 
                (Short-Term Investments by Contractual Maturity)                 
                (Details)                                                        
54: R71         Investments and Fair Value Measurements (Assets     HTML    130K 
                and Liabilities Measured at Fair Value on a                      
                Recurring Basis) (Details)                                       
84: R72         Commitments, Contingencies and Guarantees           HTML    107K 
                (Aircraft Acquisition Commitments) (Details)                     
44: R73         Commitments, Contingencies and Guarantees           HTML     72K 
                (Long-term Purchase Commitments) (Details)                       
152: R74         Commitments, Contingencies and Guarantees           HTML     79K  
                (Unrecorded Unconditional Purchase Obligations)                  
                (Details)                                                        
58: R75         Commitments, Contingencies and Guarantees (Future   HTML     84K 
                Minimum Operating Lease Payments) (Details)                      
48: R76         Commitments, Contingencies and Guarantees (Leases   HTML     79K 
                Narrative) (Details)                                             
53: R77         Commitments, Contingencies and Guarantees (Legal    HTML     73K 
                Proceedings and Other) (Details)                                 
38: R78         Indebtedness and Leases (Components Of Long-Term    HTML    114K 
                Debt) (Details)                                                  
42: R79         (Maturities of Long Term Debt) (Details)            HTML     66K 
111: R80         Indebtedness and Leases (American) (Details)        HTML    155K  
51: R81         Indebtedness and Leases (US Airways) (Details)      HTML    125K 
146: R82         Indebtedness and Leases (Schedule of Collateral     HTML     71K  
                Coverage Tests) (Details)                                        
80: R83         Financial Instruments And Risk Management           HTML     66K 
                (Narrative) (Details)                                            
118: R84         Financial Instruments And Risk Management (Effect   HTML     66K  
                Of Derivative Instruments On Statements Of                       
                Operations) (Details)                                            
127: R85         Financial Instruments And Risk Management           HTML     64K  
                Financial Instruments and Risk Management                        
                (Offsetting Disclosure) (Details)                                
50: R86         Financial Instruments And Risk Management (Summary  HTML     81K 
                Of Carrying Value And Estimated Fair Values Of                   
                Long-Term Debt) (Details)                                        
52: R87         Income Taxes (Narrative) (Details)                  HTML    106K 
143: R88         Income Taxes (Components Of Income Tax Provision    HTML     55K  
                (Benefit)) (Details)                                             
45: R89         Income Taxes (Computation Of Income Tax Expense     HTML     76K 
                (Benefit)) (Details)                                             
112: R90         Income Taxes (Deferred Tax Assets And Liabilities)  HTML     93K  
                (Details)                                                        
106: R91         Income Taxes (Reconciliation Of Unrecognized Tax    HTML     49K  
                Benefit) (Details)                                               
131: R92         Share Based Compensation (Narrative) (Details)      HTML    116K  
105: R93         Share Based Compensation (Schedule Of RSU           HTML    111K  
                Activities) (Details)                                            
90: R94         Share Based Compensation (Schedule Of Stock         HTML    134K 
                Options and SARs Activity) (Details)                             
137: R95         Share Based Compensation (Schedule of CSARs         HTML    125K  
                Activity) (Details)                                              
87: R96         Share Based Compensation Share Based Compensation   HTML     70K 
                (Schedule of Previous Award Activity) (Details)                  
59: R97         Retirement Benefits (Narrative) (Details)           HTML    119K 
97: R98         Retirement Benefits (Schedule Of Changes In         HTML    114K 
                Pension, Retiree Medical, Other Benefit                          
                Obligations And Fair Value Assets) (Details)                     
92: R99         Retirement Benefits (Schedule Of Amounts            HTML     61K 
                Recognized In Consolidated Balance Sheets)                       
                (Details)                                                        
73: R100        Retirement Benefits (Schedule Of Amounts            HTML     63K 
                Recognized In Other Comprehensive Loss) (Details)                
155: R101        Retirement Benefits (Schedule Of Accumulated        HTML     65K  
                Benefit Obligations Exceeding Fair Value Of Plan                 
                Assets) (Details)                                                
129: R102        Retirement Benefits (Components Of Net Periodic     HTML     83K  
                Benefit Cost) (Details)                                          
104: R103        Retirement Benefits (Schedule Of Assumption Used    HTML     67K  
                Calculating Benefit Obligation) (Details)                        
39: R104        Retirement Benefits (Summary Of Target Assets       HTML     71K 
                Allocation) (Details)                                            
139: R105        Retirement Benefits (Schedule Of Fair Values Of     HTML    180K  
                Pension Plan Assets By Asset Category) (Details)                 
147: R106        Retirement Benefits (Changes In Fair Value          HTML     58K  
                Measurements Of Level 3 Investments) (Details)                   
141: R107        Retirement Benefits (Fair Values Of Company's       HTML     59K  
                Other Postretirement Benefit Plan Assets)                        
                (Details)                                                        
100: R108        Retirement Benefits (Schedule of Health Care Cost   HTML     51K  
                Trend Rates) (Details)                                           
47: R109        Retirement Benefits (Schedule Of One Percentage     HTML     54K 
                Point Change In Assumed Health Care Cost Trend                   
                Rates) (Details)                                                 
121: R110        Retirement Benefits (Benefit Payments Of Expected   HTML     63K  
                Future Service ) (Details)                                       
63: R111        Accumulated Other Comprehensive Income (Loss)       HTML    103K 
                (Components Of Accumulated Other Comprehensive                   
                Income (Loss)) (Details)                                         
31: R112        Accumulated Other Comprehensive Income (Loss)       HTML     58K 
                (Reclassification out of AOCI) (Details)                         
88: R113        Segment Reporting (Operating Revenues By            HTML     76K 
                Geographic Region) (Details)                                     
81: R114        Quarterly Financial Data (Unaudited) (Narrative)    HTML     97K 
                (Details)                                                        
135: R115        Quarterly Financial Data (Unaudited) (Summarized    HTML     88K  
                Financial Data By Quarter) (Details)                             
67: R116        Regional Expenses (Details)                         HTML     68K 
151: R117        Regional Expenses (Transactions with Related        HTML     58K  
                Party) (Details)                                                 
43: R118        Earnings (Loss) Per Share (Narrative) (Details)     HTML     55K 
108: R119        Earnings (Loss) Per Share Earnings (Loss) Per       HTML     98K  
                Share (EPS Calculation) (Details)                                
126: R120        Stockholders' Equity (Details)                      HTML     78K  
34: R121        Subsequent Events (Conversions of Stock) (Details)  HTML     61K 
107: R122        Schedule II - Valuation And Qualifying Accounts     HTML     72K  
                And Reserves (Details)                                           
150: XML         IDEA XML File -- Filing Summary                      XML    232K  
35: EXCEL       IDEA Workbook of Financial Reports                  XLSX    870K 
69: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   8.19M 
24: EX-101.INS  XBRL Instance -- aag-20131231                        XML  12.14M 
26: EX-101.CAL  XBRL Calculations -- aag-20131231_cal                XML    417K 
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28: EX-101.LAB  XBRL Labels -- aag-20131231_lab                      XML   3.89M 
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49: ZIP         XBRL Zipped Folder -- 0000006201-14-000004-xbrl      Zip    845K 

Exhibit 10.27

THIS DOCUMENT CONTAINS CONFIDENTIAL

PORTIONS THAT HAVE BEEN OMITTED AND

FILED SEPARATELY WITH THE SECURITIES AND

EXCHANGE COMMISSION PURSUANT TO A

REQUEST FOR CONFIDENTIAL TREATMENT

AMENDMENT NO. 3

to the

A320 Family Aircraft Purchase Agreement

made July 20, 2011

between

AIRBUS S.A.S.

and

AMERICAN AIRLINES, INC.

This Amendment No. 3 to the A320 Family Purchase Agreement made July 20, 2011 (as amended, supplemented or otherwise modified, hereinafter referred to as the “Amendment”), entered into as of November 20, 2013, by and between AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”), and AMERICAN AIRLINES, INC., a Delaware corporation having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, United States of America (the “Buyer”).

WITNESSETH:

WHEREAS, the Buyer and the Seller entered into an Airbus A320 Family Aircraft Purchase Agreement, made July 20, 2011, which, together with all Exhibits, Appendices and Letter Agreements attached thereto and as amended, modified or supplemented from time to time is hereinafter called the “Agreement”.

WHEREAS, the Buyer and the Seller have agreed to modify certain terms relating to the NEO Engine Decision;

WHEREAS, the Buyer and the Seller have agreed to modify the model type of certain Aircraft as set forth in this Amendment;

WHEREAS, the Buyer and the Seller have agreed to modify certain terms relating to Leasing Documentation;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

Page 1

The capitalized terms used herein and not otherwise defined in this Amendment will have the meanings assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment.

QUOTE

NEO Engine Decision – as defined in Clause 2.4.7(ii).

UNQUOTE

QUOTE

UNQUOTE

QUOTE

(as such term is defined in Clause 2.4.7(ii) of the Agreement)

UNQUOTE

QUOTE

this Paragraph 3.4.1(ii)

UNQUOTE

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Page 2

QUOTE

“3.4.3 NEO Engine Decision

3.4.3.1 [*CTR]

3.4.3.2 [*CTR]

If the Buyer fails to notify the Seller of its NEO Engine Decision by [*CTR], then the Seller may, upon written notice to the Buyer, [*CTR]

In each case, [*CTR].

3.4.3.3 [*CTR]

[*CTR]. Any Predelivery Payments previously received from the Buyer hereunder in respect of such Aircraft will be applied to the Predelivery Payment(s) that are next due under this Agreement. [*CTR].

UNQUOTE

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Page 3

(a) Section 1.3.4 of Letter Agreement No. 1 is deleted in its entirety and replaced with the following quoted text:

QUOTE

The Seller shall promptly notify the Buyer when the Seller has concluded an arrangement (either through an existing backlog of aircraft orders or a new order) (such arrangement, a “Third Party Purchase Agreement”) identifying aircraft qualifying as Leased Aircraft which are proposed to be the subject of a leasing transaction as contemplated by the Leasing Documentation. Following such notice, if the Seller delivers to the Buyer a Leasing Letter in the form of Exhibit E attached hereto (a “Leasing Letter”) executed by such Third Party Purchaser (such executed Leasing Letter, a “Third Party Agreement”), the Buyer agrees, that if

(x) the Buyer has received such Third Party Agreement by no later than

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Page 4

and (y) the Buyer reasonably determines at such time that such Third Party Purchaser (or the related Third Party Owner Participant, if applicable) would be qualified to act as “Owner Participant” under the Leasing Documentation, then within fifteen (15) days of receipt of such Third Party Agreement, the Buyer will countersign such Third Party Agreement.

Upon execution and delivery of a Leasing Letter by the Buyer with respect to such Leased Aircraft, the Predelivery Payments paid by the Buyer with respect to such Leased Aircraft shall be applied in accordance with the provisions of Paragraph 3.2 of Letter Agreement No. 3 to the Agreement.

UNQUOTE

(b) The second sentence of Section 7.1 of Letter Agreement No. 1 is amended by inserting at the end of such sentence the following quoted text:

QUOTE

; provided however, the Buyer hereby [*CTR].

UNQUOTE

QUOTE

[*CTR] provided by the principal New York City offices of each of the Reference Banks (as defined below) at approximately 11:00 A.M., New York City time, on the day that is two Business Days preceding the Delivery Date for such Leased Aircraft, and, for this purpose, [*CTR], is equivalent to USD-LIBOR-BBA (as defined below) for such Delivery Date [*CTR]. Seller will request the principal New York City office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for such Delivery Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for such Delivery Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by Seller, at approximately 11:00 A.M., New York City time, on such Delivery Date. For purposes of the foregoing:

UNQUOTE

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Page 5

QUOTE

[Section 9.01 Resignation or Removal of Owner Trustee; Appointment of Successor.

(a) Resignation or Removal. Owner Trustee (i) shall resign if required to do so pursuant to Section 9.3 of the Participation Agreement and (ii) may resign at any time without cause by giving at least 60 days prior written notice to Owner Participant and Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b). In addition, subject to Article XII and subject to Section 6.2.2 of the Participation Agreement, Owner Participant may at any time remove Owner Trustee only for cause, subject to the regulatory limitation that Persons who are neither Citizens of the United States nor resident aliens may not hold more than 25 percent of the aggregate power to remove Owner Trustee; provided, that Owner Participant may remove Owner Trustee, with or without cause, at any time when the Aircraft is registered in a non-United States jurisdiction. For purposes of this Section, “for cause”, may include willful misconduct or gross negligence, but “for cause” shall not include the refusal of Owner Trustee to act or refrain from acting in a manner that (1) would violate the laws, regulations, court orders, or lawful directions of a government agency; (2) is outside the scope of Owner Trustee’s authority; (3) is contrary to its obligations under this Trust Agreement; or (4) is the subject of a mere disagreement between Owner Trustee and Owner Participant. Any such removal will be effective upon the acceptance of appointment by the successor Owner Trustee under Section 9.01(b). In the case of the resignation or removal of Owner Trustee, subject to Article XII and subject to Section 6.2.2 of the Participation Agreement, Owner Participant may appoint a successor Owner Trustee by an instrument in writing signed by Owner Participant with the prior written consent of Lessee, such consent not to be unreasonably withheld;

Page 6

provided that, if an Event of Default shall have occurred and be continuing, then no such prior written consent of Lessee shall be so required. If a successor Owner Trustee shall not have been appointed within 30 days after such notice of resignation or removal, Owner Trustee or Lessee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided within one year from the date of the appointment by such court.]^[Ftnt]

UNQUOTE

QUOTE

[Section 12.01 Limitations on Control. Notwithstanding any other provision of this Trust Agreement, but subject to Sections 12.02 and 12.04, Owner Participant will have no rights or powers to direct, influence or control Owner Trustee in the performance of Owner Trustee’s duties under this Trust Agreement, including matters involving the ownership and operation of the Aircraft. Owner Trustee shall exercise its duties under this Trust Agreement in connection with matters involving the ownership and operation of the Aircraft, as Owner Trustee, in its discretion, shall deem necessary to protect the interests of the United States, notwithstanding any countervailing interest of any foreign power which, or whose citizens, may have a direct or indirect interest in Owner Participant, and any such action by Owner Trustee shall not be considered malfeasance or in breach of any obligation which Owner Trustee might otherwise have to Owner Participant; provided, however, that subject to the foregoing limitations, Owner Trustee shall exercise this discretion in all matters arising under this Trust Agreement, including the ownership and operation of the Aircraft, with due regard for the interests of Owner Participant. In exercising any of its rights and duties under this Trust Agreement in connection with matters which may arise not relating to the ownership and operation of the Aircraft, Owner Trustee shall be permitted to seek the advice of Owner Participant before taking, or refraining from taking, any action with respect thereto. To the extent that Owner Trustee takes any action or inaction in accordance with any written instruction and/or advice of Owner Participant given or in exercising its discretion under this Article XII, such action or inaction shall not be deemed to be gross negligence or willful misconduct. Owner Trustee shall notify Owner Participant of its exercise of rights

Page 7

and duties under this Trust Agreement in connection with matters involving the ownership and operation of the Aircraft.]^[ftnt]

UNQUOTE

QUOTE

[Section 12.02 Discretion, Actions and Payments of Owner Trustee. Subject to the requirements of Section 12.01, Owner Trustee agrees that it will not, without the prior consent of Owner Participant, (a) sell, transfer, assign, lease, mortgage, pledge or otherwise dispose of the Aircraft or other assets held in the Trust Estate relating thereto or (b) amend or waive any rights under any Operative Document or Operating Agreement (other than a document over which Owner Trustee has the absolute and complete discretion established under Section 12.01 of this Trust Agreement), or give any consents under any Operative Documents except as expressly provided for herein. Notwithstanding any other provision of this Article XII, the grant of the rights of Owner Trustee set forth in Section 12.01 shall not extend to any other rights, powers or privileges in respect of the beneficial interest of Owner Participant in the Trust Estate, and Owner Participant (and not Owner Trustee) shall be entitled to receive from Owner Trustee or otherwise all payments of whatsoever kind and nature payable to Owner Participant pursuant to this Trust Agreement in the same manner as if the rights permitted to be exercised by Owner Trustee as described in Section 12.01 had not been transferred to Owner Trustee and held in trust hereunder.]^[ftnt]

UNQUOTE

QUOTE

Page 8

[Section 12.04 Purpose. The purpose of this Article XII is to assure that (a) the Aircraft shall be controlled with respect to such matters as are described in Section 12.01 by a Citizen of the United States, (b) Owner Participant shall have no power to influence or control the exercise of Owner Trustee’s authority with respect to such matters and (c) Owner Trustee shall be able to give the affidavit required by Section 47.7(c)(2)(iii) of the Federal Aviation Regulations. This Article XII shall be construed in furtherance of the foregoing purposes; provided, however, that this Article XII shall be ignored and given no force or effect: (i) if Owner Participant determines that it meets the requirements for a Citizen of the United States and both Owner Participant and Owner Trustee file with the FAA the affidavits required by Section 47.7(c)(2)(ii) of the Federal Aviation Regulations, 14 C.F.R. §47.7(c)(2)(ii), or (ii) during periods when the Aircraft has been registered in a non-United States jurisdiction and a de-registration telex has been issued by the FAA in connection with the re-registration of the Aircraft in such non-United States jurisdiction.]^[ftnt]

UNQUOTE

QUOTE

[Section 12.06 Priority. In creating and accepting the Trust, each of Owner Participant and Owner Trustee acknowledges that, so long as the Aircraft shall be registered with the FAA, in case of any conflict, the limitations in Article XII of this Trust Agreement are paramount and superior to any other terms and conditions in this Trust Agreement or in any other document, including without limitation, the Lease and the other Operative Documents and any other Operating Agreement to which Owner Participant and Owner Trustee are a party in respect of the Trust. It is understood and agreed by the parties hereto that nothing in this Trust Agreement shall relieve Owner Participant, Owner Trustee or any other Person of any obligation to comply with any law, rule or regulation of any FAA or governmental authority with respect to the ownership and operation of the Aircraft.]^[ftnt]

UNQUOTE

Page 9

QUOTE

[Section 13.03 Owner Trustee’s Covenants. Owner Participant hereby authorizes and directs Owner Trustee, so long as the Aircraft shall be registered with the FAA, and Owner Trustee covenants and agrees:

(a) upon request by the FAA, and with the cooperation of Owner Participant, to provide the FAA with the following information in an expeditious manner (generally within two Business Days of the request or immediately in an emergency identified by the FAA): (i) the identity and contact information (address, phone number, email) of the Person normally operating, or maintaining the operations of, the Aircraft; (ii) where that Person resides or is incorporated and has its principal place of business; (iii) the location of the maintenance and other records applicable to the Aircraft; and (iv) where the Aircraft is normally based and operated;

(b) upon request by the FAA, and with the cooperation of Owner Participant, to provide the FAA with the following information in an expeditious manner (generally within five Business Days of the request or immediately in an emergency identified by the FAA): (i) information about the operator, crew (names and pilot certificate numbers) and aircraft operations on specific dates, in each case with respect to the Aircraft; (ii) information about where the Aircraft will be on a specific date in the future and (iii) maintenance and other aircraft records applicable to the Aircraft;

(c) to immediately forward to Owner Participant, Lessee and any Person who is then an operator of the Aircraft, as applicable, by the most expeditious means available, all ADs issued by the FAA in respect of the Aircraft;

(d) to notify the FAA Aircraft Registry by the most expeditious means available of Owner Trustee’s resignation or removal under Section 9.01, or of the termination of the trust under Section 11.01; and

(e) to permit the inspection of the Aircraft and/or records in respect of the Aircraft by the FAA or any other duly authorized representatives of the U.S. or of the government of the country where it is based or operated, when an appropriate request is

Page 10

made by the FAA or other governmental entity entitled to inspect the Aircraft and/or records.

Section 13.04 Owner Participant’s Covenants. Owner Participant hereby covenants and agrees, so long as the Aircraft shall be registered with the FAA:

(a) upon a request by the FAA for information related to the Aircraft and the operation of the Aircraft that the FAA is legally entitled to receive from an owner or operator of an aircraft, which is issued to Owner Trustee (and forwarded by Owner Trustee to Owner Participant), to provide as expeditiously as reasonably practicable to Owner Trustee or the FAA, as the case may be, with all such requested information to the extent that Owner Participant has such information or actually receives such information from the operator of the Aircraft or from any other source, including, if applicable, (i) information in relation to the operation, maintenance, location or base of operation of the Aircraft, and (ii) contact information of (x) the operator of the Aircraft and (y) any other person to whom the FAA may look to gather information related to crew members for the Aircraft, the Aircraft’s operations on specific dates, the location of the Aircraft, and maintenance and other aircraft records for the Aircraft;

(b) without limiting the provisions of Article XIII, in connection with any transfer of Owner Participant’s beneficial interest in the Trust (other than a collateral assignment thereof), to provide Owner Trustee the identity and contact information with respect to the new Owner Participant and to update the operator information provided pursuant to Section 13.04(c) and 13.04(d) to the extent Owner Participant has such information or actually receives such information from the operator or from any other source;

(c) to provide as expeditiously as possible to Owner Trustee, in response to a request by Owner Trustee, the identity and contact information for the operator of the Aircraft under any Operating Agreement or bailment agreement entered into from time to time by Owner Participant, or any lease, bailment, or similar arrangement transferring possession and operational control of the of the Aircraft that is entered into from time to time by a third party, whether or not at Owner Participant’s direction; and

(d) without limiting the provisions of Article XIII, to require that any Operating Agreement, bailment, or similar arrangement transferring possession and operational control of the Aircraft provide the following or similar provisions to the same effect:

(i) that all further transfers of the rights to possession and operational control of the Aircraft to a transferee must be in writing; provide the identity and contact information about the transferee; and the transferee’s assurance that if and when the transferee is notified that Owner Trustee has made a request, it will promptly provide information related to crew members of the Aircraft and the Aircraft's operations on specific dates, the location of the Aircraft, and the maintenance and other aircraft records applicable to the Aircraft;

Page 11

(ii) that each such further transferee or operator (x) shall provide its reasonable cooperation to Owner Trustee, Owner Participant and the FAA in an expeditious manner with respect to any request from the FAA or other applicable governmental entity for information and access to records of the Aircraft which it is legally entitled to receive, and (y) shall authorize the FAA or any other duly authorized air authority representatives of the U.S. or the government where it is habitually based or operated, upon any request which the FAA or such other governmental entity is legally entitled to make under law applicable to such transferee or operator of the Aircraft, to inspect the Aircraft; and

(iii) that each such further transferee or operator agrees that the above- referenced information and inspection requirements shall be made and agreed in all subsequent or downstream leases, operating agreements and bailment agreements, thereby requiring each such subsequent transferee or operator to provide such contact information in the event that there has been a transfer of possession and operation to another party, to update such information when any changes occur, and to promptly confirm such information at any time upon request by Owner Trustee or Owner Participant, to provide its reasonable cooperation to Owner Trustee, Owner Participant and the FAA in an expeditious manner with respect to any request from the FAA or other applicable governmental entity for information and access to records of the Aircraft which it is legally entitled to receive made pursuant to existing regulations and policies, and to authorize the FAA or such other governmental entity to inspect the Aircraft to the extent that it is legally entitled to make such request under law applicable to Owner Trustee, Owner Participant, the relevant counterparty to any such subsequent or downstream agreement or the Aircraft.]^[ftnt]

UNQUOTE

QUOTE

[(a) For purposes of this Trust Agreement, the following terms have the meanings set forth below (but shall be construed and interpreted in the manner described in Annex A to the Participation Agreement):

“Operating Agreement” means any agreement from time to time entered into by Owner Trustee that transfers the right to possess, use and operate the Aircraft, including, without limitation, the Lease and any agreement that transfer the right to possess, use and operate the Aircraft from Owner Trustee to Owner Participant.

(b) For all purposes of the Trust Agreement, all capitalized terms used but not

Page 12

defined in this Annex A to the Trust Agreement shall have the respective meanings assigned to such terms in the Participation Agreement, and shall be construed and interpreted in the manner described in Annex A to the Participation Agreement.]^[ftnt]

UNQUOTE

QUOTE

4.1.4 Representations, Warranties and Covenants. On the Delivery Date, the representations and warranties of each party to this Agreement made herein and in the other Operative Documents shall be correct and accurate in all material respects, in each case as though made on and as of such date, or if such representations and warranties relate solely to an earlier date, as of such earlier date, and each party to this Agreement shall have performed and observed, in all material respects, all of its covenants, obligations and agreements in this Agreement and in the other Operative Documents to which it is party to be observed and performed by it as of the Delivery Date.

UNQUOTE

QUOTE

, in each case that is experienced in aircraft leasing or other aircraft finance transactions or that has an Affiliate that is so experienced or that has engaged a manager or other provider of services in respect of the Aircraft, the Trust Estate and the Lease that is so experienced (so long as such manager or other provider is not an airline or other commercial operator of aircraft freight forwarder, or any other company directly or indirectly engaged in the business of passenger, cargo, freight or parcel transportation or any Affiliate of any thereof (any such manager or provider, a “Servicer”)

Page 13

UNQUOTE

QUOTE

(D) Owner Participant, the Transferee and, if applicable, the Servicer and Lessor, shall have entered into an agreement in the form attached hereto as Exhibit E (the “Assumption Agreement”) or in such other form as shall be acceptable to Lessee;

UNQUOTE

QUOTE

(B) if the Transferee is not itself a Qualifying Institution, a parent corporation of the Transferee which qualifies as a Qualifying Institution (such parent with respect to such Transferee, the “Owner Participant Guarantor”) shall have executed and delivered to Owner Trustee and Lessee an Owner Participant Guarantee with respect to the obligations undertaken by the Transferee under the Assumption Agreement referred to above, together with an opinion of counsel (which may be the in-house counsel of the Qualifying Institution providing such guaranty or other counsel reasonably satisfactory to Lessee) to the effect that such guaranty is enforceable against the guarantor in accordance with its terms.

UNQUOTE

QUOTE

ASSIGNMENT AND ASSUMPTION AGREEMENT ([YEAR] MSN [MSN])

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ([YEAR] MSN [MSN]), dated as of [            ] (as amended, modified or supplemented from time to time, this

Page 14

“Agreement)”, among (i) [NAME OF ASSIGNOR], a [jurisdiction] [type of entity] (together with its successors and permitted assigns, “Assignor”), (ii) [NAME OF ASSIGNEE], a [jurisdiction] [type of entity] (together with its successors and permitted assigns, “Assignee”) [,][and] (iii) AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Lessee”) [(iv) WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee (“Lessor”), and (v) [NAME OF SERVICER], a [jurisdiction] [type of entity] (“[•]” or the “Servicer”)].^[Ftnt]

UNQUOTE

QUOTE

Reference is made to one Airbus [model] aircraft bearing the manufacturer’s serial number [MSN] and U.S. Registration No. [Reg. No.] (as more fully described in the Participation Agreement referred to below, the “Aircraft”).

UNQUOTE

QUOTE

[4. In connection with the Assignment and Assumption, pursuant to the Servicing Agreement, dated [•] (the “Servicing Agreement”), between the Assignee and [•], the Assignee is appointing the Servicer as its agent for all matters relating to the Aircraft, the Trust Estate and the Lease.] ^[Ftnt]

UNQUOTE

QUOTE

Page 15

[(b) Assignee hereby gives the Lessee and the Lessor the following notice and related acknowledgements:

(1) pursuant to the Servicing Agreement, the Servicer has been duly appointed as an agent of the Assignee; and

(2) until each of the Lessee and the Lessor is otherwise notified pursuant to Section 10(d)(3) that [•] is no longer the Servicer in respect of the Lease, for all matters relating to the Lease and the Aircraft the Assignee is deemed to act by and through the Servicer, and the Servicer is deemed to act under, and at the direction of, the Assignee, as the agent for Assignee.] ^[Ftnt]

UNQUOTE

QUOTE

(1) the Servicer shall, to the extent it is authorized to do so, use reasonable efforts to cooperate with Lessee to facilitate Assignee’s compliance with its respective obligations under the Operative Documents;

(2) the Servicer shall not take any action that would be a violation of any provision in the Lease or any other Operative Document if such action were taken by the Owner Participant or any other Person;

(3) the Servicer shall (A) comply with all of the terms and conditions of the Lease applicable to an “Indemnified Person” and (B) comply with all of the terms and conditions of the Lease applicable to a “Specified Person”;

(4) the Servicer shall hold all Confidential Information confidential and shall not, without the prior written consent of Lessee, furnish or disclose any Confidential Information to anyone other than: (A) the parties to the Operative Documents; (B) the Servicer’s auditors, accountants, agents and legal counsel, each with an absolute need to know such information; (C) except as may be required by an order of any court or administrative agency or by any statute, rule, regulation or order of any governmental authority; and (D) except to the extent such

Page 16

Confidential Information becomes publicly available or becomes available on a non-confidential basis from a source other than any party to the Operative Documents or any Affiliate thereof. The obligations set forth in this Section 10(c)(4) shall survive the resignation or removal of the Servicer as the servicer in respect of the Lease or any termination or rescission of this agreement or the Operative Documents, as the case may be; and

(5) the Servicer shall take any and all actions as are within its control as agent and permitted by the terms of the Servicing Agreement to satisfy its obligations set out herein and in the Servicing Agreement in respect of the obligations of the Owner Participant in the Lease.] ^[Ftnt1]

[(d) Assignee agrees, for the benefit of Lessee and Lessor, that:

(1) until the Lessee is otherwise notified pursuant to Section 10(d)(3) that [•] is no longer the Servicer in respect of the Lease, each of Lessee and Lessor shall be entitled to communicate and deal exclusively with the Servicer (or any replacement servicer appointed pursuant to Section 10(d)(3) with respect to all matters relating to the Aircraft and the Lease and shall be entitled to rely conclusively on notices, instructions, elections, consents and any other communications received from the Servicer (or such replacement servicer) as if received from the Owner Participant (without any obligation on the part of Lessee or Lessor to determine whether the Servicer is required to obtain, or in fact has obtained, any consent from the Owner Participant).

(2) until Lessee is otherwise notified pursuant to Section 10(d)(3) that [•] is no longer the Servicer in respect of the Lease, the Servicer shall be conclusively presumed for all purposes, including, without limitation, the quiet enjoyment and lien-lifting covenants contained in the Operative Documents, to be acting as agent for Assignee with full and valid authority so to act or refrain from acting, and neither Lessee nor Lessor shall be under any obligation to inquire regarding such authority or regarding whether the Servicer is, or purports to be, acting for Assignee, for itself or for any other Person.

(3) Assignee shall at all times during the Term maintain a servicer in respect of the Lease. If the entity acting as the servicer resigns or if Assignee proposes to remove the entity acting as the servicer, Assignee shall, at least 10 Business Days prior to the effective date of such resignation or removal, give Lessee and Lessor written notice identifying the name and address of the replacement servicer Assignee proposes to appoint, which notice shall specify the proposed effective date of such resignation or removal and the facts necessary to determine whether the terms of this Section 10(d)(3) have been or will be satisfied. As preconditions to the appointment of any replacement servicer:

(A) concurrently with the effective date of resignation or removal of the entity acting as the servicer, Assignee shall appoint a replacement servicer in respect of the Lease that (i) is experienced in commercial aircraft leasing or other commercial aircraft finance transactions and (ii) is not an airline or other commercial operator of aircraft, freight forwarder, or any other company directly or indirectly engaged in the business of passenger, cargo, freight or parcel transportation or any Affiliate of any thereof (provided that, for the avoidance of doubt, no such replacement servicer shall be excluded as a result of engaging in the business of aircraft leasing) and

Page 17

(B) such replacement servicer shall agree for the benefit of Lessee and Lessor to be bound by all of the agreements of the Servicer contained in this Agreement.

Assignee shall pay any fees, costs, charges and expenses incurred by the Lessee or the Lessor (including, without limitation, reasonable legal fees and expenses) in connection with any removal or resignation of the entity acting as the servicer.] ^[Ftnt2]

[(e) Lessee agrees, so long as the Servicer is the servicer in respect of the Lease, that: (1) the Servicer shall be deemed added to the definition of “Specified Person” for purposes of Section 11 of the Lease; and (2) the Servicer shall be deemed added to the definition of “Indemnified Person” as a “Back-Leveraging Indemnified Person” under (and as defined in) the Participation Agreement and shall, so long as such Person complies with all of the obligations of, and terms and conditions applicable to, an “Indemnified Person” under the Participation Agreement, be entitled to all of the benefits accorded a “Back-Leveraging Indemnified Person” under the Participation Agreement subject to the limitations contained therein (including, without limitation, Section 7.1.2(l) of the Participation Agreement).] ^[Ftnt3]

UNQUOTE

QUOTE

[(e) All notices and other communications to or from the Servicer under the Operative Documents shall be in writing and delivered in the manner set forth in Section 10.1 of the Participation Agreement. The address for notices to the Servicer is:

[•]

[Address of Servicer]

Attention: [•]

Fax: [•]

Email: [•]]^[Ftnt]

UNQUOTE

Page 18

QUOTE

UNQUOTE

QUOTE

“Servicer” has the meaning set forth in Section 8.2(a) of the Participation Agreement.

UNQUOTE

Page 19

QUOTE

19.4.1 The Buyer will:

UNQUOTE

QUOTE

not less than seven (7) Business Days prior to the Delivery of the first Leased Aircraft under this Agreement and thereafter as soon as practicable after material changes, extensions or renewals of its insurance coverage are made, a certificate of insurance from the Federal Aviation Administration certifying that a war risk hull and liability insurance policy has been issued by the United States of America, Department of Transportation, Federal Aviation Administration (or any then-current materially equivalent coverage) and

UNQUOTE

QUOTE

not less than seven (7) Business Days prior to the Delivery of the first Leased Aircraft

Page 20

under this Agreement and thereafter as soon as practicable after material changes, extensions or renewals of its insurance coverage are made

UNQUOTE

On and after the date of this Letter Agreement

This Letter Agreement and the rights and obligations of the parties will be subject to the provisions of Clause 21 of the Agreement; provided, however, this Letter Agreement may not be assigned by the Buyer under either Clause 21.5 or 21.6 of the Agreement without the express written consent of the Seller, which the Seller may withhold in its sole discretion.

The Seller acknowledges that the Buyer is a debtor in possession under the Bankruptcy Code in the Chapter 11 Cases pending in the Bankruptcy Court. On January 23, 2013, the Bankruptcy Court entered the Order Pursuant to 11 U.S.C. § 365(a) and Fed. R. Bankr. P. 6006 approving assumption of (A) the A320 Family Aircraft Purchase Agreement made July 20, 2011, as amended, between Airbus S.A.S. and American Airlines, Inc., and (B) the General Terms Agreement by and among IAE International Aero Engines AG and American Airlines, Inc. as amended and supplemented [Docket No. 6315].

Each of the Seller and the Buyer agree not to disclose the terms and conditions of this Letter Agreement to any person without the prior written consent of the other party. Notwithstanding the foregoing, each of the Seller and the Buyer agrees that such terms and conditions may be disclosed without such prior written consent to (i) the Official Committee of Unsecured Creditors (excluding Boeing Capital Corporation) and/or its professional advisors retained in the Chapter 11 Cases in accordance with the terms of the

Page 21

Stipulated Protective Order Pursuant to Sections 105(a) and 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 Establishing Procedures for the Protection of Confidential Information Provided by the Debtors to the Official Committee of Unsecured Creditors entered by the Bankruptcy Court on January 27, 2012 [Docket No. 891], (ii) the Bankruptcy Court, (iii) counsel and advisors for the Ad Hoc Group of AMR Corporation Creditors identified in that certain “Motion for Approval of ‘Fee Letter’ to Pay Certain Work Fees and Expenses of Professionals Employed by the Ad Hoc Group of AMR Corporation Creditors” filed with the Bankruptcy Court on August 29, 2012, (iv) as required by law or as necessary in connection with the enforcement of such party’s rights hereunder, and (v) the board of directors, managers, employees, auditors, and legal, financial and technical advisors of each party.

This Letter Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.

Page 22

If the foregoing correctly sets forth your understanding, please execute the original and one (1) copy hereof in the space provided below and return a copy to the Seller.

EXHIBIT 1 to AMENDMENT NO. 3

SCHEDULE I to Agreement

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

EXHIBIT 2 to AMENDMENT NO. 3

FORM OF CFM ENGINE WARRANTY AGREEMENT

ENGINE WARRANTY ASSIGNMENT AGREEMENT ([YEAR] MSN [MSN])

THIS ENGINE WARRANTY ASSIGNMENT AGREEMENT ([YEAR MSN [MSN]) (the “Assignment Agreement”) dated as of                  , 201     is made by and between American Airlines, Inc., a corporation organized under the laws of Delaware (the “Assignor”), and Wells Fargo Bank Northwest, National Association, not in its individual capacity, but solely as Owner Trustee (the “Assignee”). Unless the context otherwise requires, terms which are capitalized but not otherwise defined herein shall have the meaning given to them in the General Terms Agreement or Lease, as applicable, such terms being as themselves herein defined.

W I T N E S S E T H:

WHEREAS:

NOW, THEREFORE, in consideration of the mutual covenants herein contained and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

For all purposes of this Assignment Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings:

“Aircraft” shall mean one Airbus Model [model] aircraft bearing manufacturer’s serial number             , including the Engines installed on such aircraft.

“Engine” shall mean each of the CFM56-5B engines bearing manufacturer’s serial numbers              and             .

“Engine Manufacturer” shall mean CFM International, Inc., a Delaware corporation.

“Event of Default” has the meaning given to such term in the Lease.

“General Terms Agreement” shall mean the General Terms Agreement dated as of November 18, 2011 between the Engine Manufacturer and the Assignor, insofar as such General Terms Agreement relates to the Engines, as heretofore amended, modified or supplemented, but excluding all letter agreements thereto except Letter Agreement No. 2 to the extent specified paragraphs of Attachment A to Letter Agreement No. 2 form part of the Warranties.

“Lease” means the Lease Agreement ([Year] MSN [MSN]) dated as of                  , 201     and entered into between the Assignor and the Assignee, whereby the Assignee has agreed to lease the Engines to the Assignor.

“Letter Agreement No. 2” means Letter Agreement No. 2, dated November 18, 2011, to the General Terms Agreement between the Engine Manufacturer and the Assignor regarding CFM56-5B Model engines.

“Participation Agreement” means the Participation Agreement ([Year] MSN [MSN]) dated as of                  , 201     and entered into among Assignor, Assignee and the Owner Participant named therein, whereby the Assignee has agreed to lease the Engines to the Assignor and the Assignor has agreed to lease the Engines from the Assignee.

“Warranties” means, solely with respect to each Engine, and each Module and Product related to such Engine, the Standard Warranty, Reconditioning Alternative, Standard Part Warranty, Ultimate Life Warranty, Standard Ultimate Life Warranty Parts Credit Allowance, Campaign Change Warranty, Warranty for Special Tools and Ground Equipment, Warranty Pass-On, Vendor Back-Up Warranty and Vendor Interface Warranty, in each case as set forth in paragraphs A.2, A.3, B.2., C.1., C.2.b., D, E, F, G, and H, respectively, of the Engine Warranty Plan attached as Attachment A to Letter Agreement No. 2 which forms part of the General Terms Agreement, as limited by the applicable terms of the General Terms Agreement and the Engine Warranty Plan, which paragraphs are attached as Exhibit A hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Engine Warranty Assignment Agreement ([YEAR] MSN [MSN]) to be duly executed and effective as of the day and year first above written.

WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

not in its individual capacity, but solely as

Owner Trustee

SCHEDULE 1

FORM OF ENGINE CONSENT AND AGREEMENT ([YEAR] MSN [MSN])

CFM International, Inc., a Delaware corporation (the “Engine Manufacturer”), hereby acknowledges notice and receipt of the Engine Warranty Assignment Agreement ([YEAR] MSN [MSN]) made by and between American Airlines, Inc. (the “Assignor”) and Wells Fargo Bank Northwest, National Association, not in its individual capacity, but solely as Owner Trustee (the “Assignee”), dated as of                      , 201     (the “Assignment Agreement”). Terms defined in the Assignment Agreement shall be used herein with the same meaning.

The Engine Manufacturer hereby consents to the assignment of the Warranties by the Assignor to the Assignee pursuant to the Assignment Agreement and hereby confirms to the Assignee that (a) all representations, warranties, indemnities, and agreements of the Engine Manufacturer under the Warranties with respect to the Engines shall, subject to the terms and conditions thereof, inure to the benefit of the Assignee to the same extent as to Assignor therein except as provided otherwise in Section 2 of the Assignment Agreement; (b) the Assignee shall not be liable for any of the obligations or duties of the Assignor under the General Terms Agreement, nor shall the Assignment Agreement give rise to any duties or obligations whatsoever on the part of the Assignee owing to the Engine Manufacturer, except for the Assignee’s agreement in the Assignment Agreement with respect to the Engines to the effect that in exercising any right assigned to it under the Warranties or in making any claim with respect thereto, the terms and conditions of the General Terms Agreement (including any conditions, liabilities, and limitations) relating to any Engine, and the Warranties, shall apply to and be binding upon the Assignee to the same extent as the Assignor; and (c) the Engine Manufacturer will continue to pay to the Assignor all payments that the Engine Manufacturer may be required to make (and that have been assigned to Assignee under the Assignment Agreement) in respect of any Engine under the Warranties unless and until the Engine Manufacturer shall have received written notice from the Assignee, addressed to its General Counsel - Commercial Engines at CFM International, Inc., c/o GE Aviation, One Neumann Way, Mail Drop F125, Cincinnati, Ohio 45215-6301, U.S.A., with copy to: Attn: Contracts Administration, CFM International, Inc., 1 Neumann Way, Mail Drop Y7, Cincinnati, OH 45215, U.S.A., that an Event of Default has occurred and is continuing or the Term of the Lease has expired (either by the passage of time or termination) and that payments should be made otherwise.

The Engine Manufacturer shall not be deemed to have knowledge of any change in the authority of Assignor or Assignee, as the case may be, to exercise the rights established in the Assignment Agreement until the Engine Manufacturer has received written notice thereof. Any performance by the Engine Manufacturer that discharges its obligations under the Warranties in accordance with the terms of the General Terms Agreement as of the date hereof will satisfy the respective interests of the Assignor and Assignee. So long as the Engine Manufacturer acts in good faith in accordance with the Assignment Agreement and this Engine Consent and Agreement, the Engine Manufacturer may rely conclusively on any notice given by the Assignee without inquiring as to the accuracy of, or the entitlement of the Assignee to give such notice.

Notwithstanding any provision to the contrary in this Engine Consent and Agreement or in the Assignment Agreement, the Engine Manufacturer shall not be construed as being a party to the Assignment Agreement and nothing contained herein shall subject the Engine Manufacturer to any multiple or duplicative liability or to any obligation or liability to which it would not otherwise be subject under the General Terms Agreement other than the fact that such obligation or liability in respect to the Warranties shall be owed to the Assignee and such rights shall be exercisable subject to the rights of the assignment created under the Assignment Agreement. Nothing contained herein shall modify in any respect the contract rights of the Engine Manufacturer under the General Terms Agreement or limit any rights of set-off the Engine Manufacturer may have under applicable law. No further assignment of any remaining Warranties, including, without limitation, assignments for security purposes, are permitted without the express written consent of the Engine Manufacturer; provided that the Assignee may assign the Warranties in respect of any Engine back to the Assignor in connection with the substitution of such Engine pursuant to Section 8(d) of the Lease, in which case the Assignee shall give the Engine Manufacturer a written notice of such assignment, addressed to its General Counsel - Commercial Engines at CFM International, Inc., c/o GE Aviation, One Neumann Way, Mail Drop F125, Cincinnati, Ohio 45215-6301, U.S.A.

To the extent permitted by applicable law, this Engine Consent and Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Dated as of                 , 201    

WARRANTIES

[To be attached]

EXHIBIT 3 TO AMENDMENT NO. 3

FORM OF IAE ENGINE WARRANTY AGREEMENT

ENGINE WARRANTY ASSIGNMENT AGREEMENT ([YEAR] MSN [MSN])^[Ftnt]

THIS ENGINE WARRANTY ASSIGNMENT AGREEMENT ([YEAR] MSN [MSN]) (the “Assignment Agreement”) dated as of                 , 201     is made by and among IAE International Aero Engines AG, a joint stock company organized and existing under the laws of Switzerland (the “Engine Manufacturer”), American Airlines, Inc., a corporation organized under the laws of Delaware (the “Assignor”), and Lessor, not in its individual capacity, but solely as Owner Trustee (the “Assignee”). Unless the context otherwise requires, terms which are capitalized but not otherwise defined herein shall have the meaning given to them in the General Terms Agreement or Lease, as applicable, such terms being as themselves herein defined.

W I T N E S S E T H:

WHEREAS:

NOW, THEREFORE, in consideration of the mutual covenants herein contained and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

For all purposes of this Assignment Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings:

“Aircraft” shall mean one Airbus Model A321-200 aircraft bearing manufacturer’s serial number         , including the Engines installed on such aircraft.

“Engine” shall mean each of the IAE V2533-A5 engines bearing manufacturer’s serial numbers          and         .

“Event of Default” has the meaning given to such term in the Lease.

“General Terms Agreement” shall mean the General Terms Agreement dated as of November 18, 2011 between the Engine Manufacturer and the Assignor, insofar as such General Terms Agreement relates to the Engines, as heretofore amended, modified or supplemented.

“Lease” means the Lease Agreement ([Year] MSN [MSN]) dated as of                 , 201     and entered into between the Assignor and the Assignee, whereby the Assignee has agreed to lease the Engines to the Assignor.

“Module” has the meaning set forth in Section VI, paragraph P of the IAE International Aero Engines AG V2500 Engine and Parts Service Policy attached as Annex 2 to this Assignment Agreement.

“Participation Agreement” means the Participation Agreement ([Year] MSN [MSN]) dated as of                  , 201     and entered into among Assignor, Assignee and the Owner Participant named therein, whereby the Assignee has agreed to lease the Engines to the Assignor and the Assignor has agreed to lease the Engines from the Assignee.

“Product” means each product related to the Engines as may be offered for sale and/or provided by Engine Manufacturer from time to time, and which are covered under the Warranties.

“Warranties” means, solely with respect to each Engine, Module and Product, the Engine Manufacturer’s warranties set forth in Attachment 1 hereto, consisting of the General Terms Agreement Section 11.1 and Section 11.4, and Attachment 2 hereto, consisting of the IAE International Aero Engines AG V2500 Engine and Parts Service Policy.

The Assignor agrees that, at any time and from time to time upon the written request of the Assignee, the Assignor will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Assignee shall reasonably request in order to obtain the full benefits of this Assignment Agreement and of the rights and powers herein granted.

“Export Laws” shall include, but are not limited to, the U.S. Commerce Department’s Export Administration Regulations (“EAR”), U.S. State Department’s International Traffic in Arms Regulations (“ITAR”), U.S. Treasury Department’s Foreign Assets Control Regulations, Nuclear Regulatory Commission Regulations and the U.S. Energy Department’s Assistance to Foreign Atomic Energy Activities Regulations, the European Union Council Regulation (EC) No. 428/2009; and

“Prohibited Parties” mean, collectively, those countries, and persons and entities from those countries, on which the U.S., German, British, Japanese or European Union Governments (“Applicable Governments”) maintain an embargo or sanctions and those entities and individuals on the Applicable Governments’ lists of restricted or denied parties pursuant to applicable export laws.

The express provisions of the Warranties set forth the maximum liability of IAE with respect to any claims relating to the Warranties. In the event of any conflict or inconsistency between the express provisions of the Warranties and any illustrations contained therein, the express provisions shall apply. In no event will Engine Manufacturer have any liability for any indirect, incidental, special, or consequential damages under the Warranties. Notwithstanding the foregoing, nothing herein shall limit Engine Manufacturer’s obligations and liabilities (1) to the extent caused by or arising out of the gross negligence or willful misconduct of Engine Manufacturer, (2) to the extent of any express indemnity obligation of Engine Manufacturer in this Assignment Agreement or the Warranties or (3) with regard to injury, damage, cost or expense, or other liability claimed by any third party, whether asserted against Assignor or its affiliates, Assignee or its affiliates or Engine Manufacturer or its shareholders.

IN WITNESS WHEREOF, the parties hereto have caused this Engine Warranty Assignment Agreement (MSN             ) to be duly executed and effective as of the day and year first above written.

WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

not in its individual capacity, but solely as

Owner Trustee

ATTACHMENT 1

GENERAL TERMS AGREEMENT

SECTIONS 11.1 AND SECTIONS 11.4

[To be attached]

ATTACHMENT 2

IAE INTERNATIONAL AERO ENGINES AG

V2500 ENGINE AND PARTS SERVICE POLICY

[To be attached]

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		2/28/14
For Period end:		12/31/13		ARS
		11/22/13
		11/20/13
		11/15/13		4
		1/23/13
		8/29/12
		1/27/12
		11/18/11
		7/20/11		10-Q,  8-K
				List all Filings

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5 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 American Airlines Group Inc. 10-K 12/31/23 147:24M 2/24/23 American Airlines Group Inc. S-3ASR 2/24/23 10:1.5M Donnelley … Solutions/FA 2/22/23 American Airlines Group Inc. 10-K 12/31/22 141:46M 2/22/22 American Airlines Group Inc. 10-K 12/31/21 162:47M 2/17/21 American Airlines Group Inc. 10-K 12/31/20 160:42M

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