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HEARING DATE AND TIME: October 30, 2012 at 10:00 a.m. (Eastern Time) OBJECTION DEADLINE: October 23, 2012 at 4:00 p.m. (Eastern Time)

Harvey R. Miller Stephen Karotkin Alfredo R. Prez WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Attorneys for Debtors and Debtors in Possession -andMichael E. Wiles Richard F. Hahn Jasmine Ball DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, New York 10022 Telephone: (212) 909-6000 Facsimile: (212) 909-6836 Special Aircraft Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : : AMR CORPORATION, et al., : : Debtors. : : ---------------------------------------------------------------x

Chapter 11 Case No. 11-15463 (SHL) (Jointly Administered)

NOTICE OF HEARING ON MOTION OF DEBTORS FOR ORDER PURSUANT TO 11 U.S.C. 105(a), 362, 363, 364, 503(b) AND 507 AND FED. R. BANKR. P. 4001 AND 6004 (I) AUTHORIZING DEBTORS TO OBTAIN POSTPETITION SECURED FIRST PRIORITY AIRCRAFT FINANCING AND GRANT SECURITY INTERESTS AND LIENS WITH RESPECT THERETO, (II) AUTHORIZING DEBTORS TO REPAY EXISTING PREPETITION DEBT RELATING TO CERTAIN AIRCRAFT AND (III) GRANTING RELATED RELIEF

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PLEASE TAKE NOTICE that a hearing on the annexed motion, dated October 9, 2012 (the Motion), of AMR Corporation and its related debtors, as debtors and debtors in possession (collectively, the Debtors), will be held before the Honorable Sean H. Lane, United States Bankruptcy Judge, in Room 701 of the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court), One Bowling Green, New York, New York 10004, on October 30, 2012 at 10:00 a.m. (Eastern Time), or as soon thereafter as counsel may be heard. PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion (the Objections) must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York, and shall be filed with the Bankruptcy Court (a) by registered users of the Bankruptcy Courts case filing system, electronically in accordance with General Order M-399 (which can be found at http://nysb.uscourts.gov) and (b) by all other parties in interest, on a 3.5 inch disk, in textsearchable portable document format (PDF) (with a hard copy delivered directly to Chambers), in accordance with the customary practices of the Bankruptcy Court and General Order M-399, to the extent applicable, and served in accordance with General Order M-399 and on (i) the attorneys for the Debtors, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: Alfredo R. Prez, Esq.), (ii) the Debtors, c/o AMR Corporation, 4333 Amon Carter Boulevard, MD 5675, Fort Worth, Texas 76155 (Attn: Kathryn Koorenny, Esq.), (iii) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York 10004 (Attn: Brian Masumoto, Esq.), (iv) the attorneys for the Official Committee of Unsecured Creditors, Skadden, Arps, Slate, Meagher & Flom LLP, 155 North Wacker Drive, Chicago, Illinois 60606 (Attn: John Wm. Butler, Jr., Esq.) and Four Times

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Square, New York, New York 10036 (Attn: Jay M. Goffman, Esq.), (v) the attorneys for the Section 1114 Committee of Retired Employees, Jenner & Block LLP, 353 North Clark Street, Chicago, Illinois 60654 (Attn: Catherine L. Steege, Esq. and Charles B. Sklarsky, Esq.) and 919 Third Avenue, 37th Floor, New York, New York 10022 (Attn: Marc B. Hankin, Esq.), (vi) the special aircraft attorneys for the Debtors, Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022 (Attn: Richard F. Hahn, Esq. and Jasmine Ball, Esq.), (vii) the attorneys for the Initial Purchasers (as defined in the Motion), Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022 (Attn: Andrew V. Tenzer, Esq. and Jill Frizzley, Esq.) and (viii) all entities that requested notice in these chapter 11 cases under Fed. R. Bankr. P. 2002 so as to be received no later than October 23, 2012 at 4:00 p.m. (Eastern Time) (the Objection Deadline). PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served with respect to the Motion, the Debtors may, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form of the proposed order annexed to the Motion, which order may be entered with no further notice or opportunity to be heard. Dated: New York, New York October 9, 2012 /s/ Alfredo R. Prez Harvey R. Miller Stephen Karotkin Alfredo R. Prez WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Attorneys for Debtors and Debtors in Possession

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Harvey R. Miller Stephen Karotkin Alfredo R. Prez WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Attorneys for Debtors and Debtors in Possession -andMichael E. Wiles Richard F. Hahn Jasmine Ball DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, New York 10022 Telephone: (212) 909-6000 Facsimile: (212) 909-6836 Special Aircraft Attorneys for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x In re : : AMR CORPORATION, et al., : : Debtors. : ---------------------------------------------------------------x


MOTION OF DEBTORS FOR ORDER PURSUANT TO 11 U.S.C. 105(a), 362, 363, 364, 503(b) AND 507 AND FED. R. BANKR. P. 4001 AND 6004 (I) AUTHORIZING DEBTORS TO OBTAIN POSTPETITION SECURED FIRST PRIORITY AIRCRAFT FINANCING AND GRANT SECURITY INTERESTS AND LIENS WITH RESPECT THERETO, (II) AUTHORIZING DEBTORS TO REPAY EXISTING PREPETITION DEBT RELATING TO CERTAIN AIRCRAFT AND (III) GRANTING RELATED RELIEF TO THE HONORABLE SEAN H. LANE, UNITED STATES BANKRUPTCY JUDGE: AMR Corporation (AMR) and its related debtors, as debtors and debtors in possession (collectively, the Debtors), move for an Order, substantially in the form annexed

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hereto as Exhibit A (the Proposed Order), pursuant to sections 105(a), 362, 363, 364(c), 364(e), 503(b) and 507 of chapter 11 of title 11, United States Code (the Bankruptcy Code) and Rules 4001 and 6004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules): (i) authorizing the Debtors to obtain postpetition financing in an amount of

up to $1.5 billion secured on a first priority basis by certain aircraft (as described more fully below, together with related engines and equipment and certain related records, the Aircraft) and other assets as part of a new enhanced equipment trust certificate financing (the New EETC); (ii) approving and authorizing the Debtors to execute and perform the various

agreements, instruments, documents and supplements by which the New EETC will be implemented (collectively, as described more fully below, the Financing Agreements); (iii) approving and authorizing the Debtors to use cash on hand (including

proceeds of the New EETC as such proceeds are released to the Debtors, as described below) to indefeasibly repay certain existing prepetition obligations secured by the Aircraft, including obligations under the Prepetition Notes (as defined below), without the payment of any Make-Whole Amount (as that term is defined in the indentures that govern the Prepetition Notes (the Prepetition Notes Indentures)) or any other premium or prepayment penalty (the Prepetition Make-Whole Amount); (iv) approving and authorizing and directing the release of the liens and

encumbrances on the Aircraft and other assets that secure the Prepetition Notes and

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obligations related thereto and approving and authorizing the grant of new liens and encumbrances in connection with the New EETC; (v) approving and authorizing the Debtors to enter into any instruments,

documents, supplements and agreements and take such other actions as may be reasonably necessary or desirable to implement the repayment in full of the Secured Obligations (as defined in the Prepetition Notes Indentures, the Prepetition Secured Obligations) (as described more fully below, the Prepetition Notes Repayment); and (vi) approving and authorizing the payment by the Debtors of all costs,

expenses and fees in connection with the New EETC, together with any additional fees, costs, indemnities and expenses that may be payable from time to time under the Financing Agreements. Background 1. On November 29, 2011 (the Commencement Date), the Debtors each

commenced with this Court a voluntary case under the Bankruptcy Code. The Debtors have continued to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases. 2. On December 5, 2011, the United States Trustee for the Southern District of New

York appointed the Official Committee of Unsecured Creditors (the UCC). 3. Information regarding the Debtors business, capital structure, and the

circumstances leading to the commencement of these chapter 11 cases is set forth in the Affidavit of Isabella D. Goren Pursuant to Rule 1007-2 of the Local Bankruptcy Rules of the Southern District of New York, sworn to on November 29, 2011 (ECF No. 4).

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Jurisdiction 4. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 1334.

This is a core proceeding pursuant to 28 U.S.C. 157. The Prepetition Notes 5. Debtor American Airlines, Inc. (American) is a party to three separate

prepetition financing transactions secured by different aircraft pools that together constitute the Aircraft. One of the prepetition financing transactions (the 2009-2 Secured Notes Financing) was effected in July 2009 and involved the issuance of notes secured by a certain group of the Aircraft. The other two prepetition financing transactions are enhanced equipment trust certificate (EETC) financings, one of which was entered into in July 2009 (the 2009-1 EETC) and the other of which was entered into in October 2011 (the 2011-2 EETC, together with the 2009-1 EETC and the 2009-2 Secured Notes Financing, the Existing Financings). The equipment notes issued by American in connection with the 2011-2 EETC and the 2009-1 EETC (collectively, with the secured notes issued by American in connection with the 2009-2 Secured Notes Financing, the Prepetition Notes) are secured by certain other groups of the Aircraft. AMR guarantees, among other things, the payment obligations of American under the Prepetition Notes with respect to the 2011-2 EETC. 6. An EETC financing has the following basic components: (i) An airline issues one or more series of equipment notes for each aircraft

covered by the EETC financing. The equipment notes are issued under a separate indenture for each aircraft, which is administered by a loan trustee. The aircraft serves as collateral for the obligations under the equipment notes and the indenture. (ii) All of the equipment notes issued under all of the indentures are issued to,

and registered in the name of, a single subordination agent, who holds them on behalf of,

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and acts upon instructions from, the trustee of a trust that is referred to as the pass through trust. (iii) The pass through trust issues one or more classes of pass through

certificates to third party investors. A pass through certificate gives the investor an undivided interest in the entire pool of equipment notes of the corresponding series.1 The pass through certificates generally reflect the same economic terms (interest rate and maturity) as the underlying equipment notes. The investors that hold the pass through certificates represent the ultimate recipients of the airlines payments on the equipment notes. The pass through trustee therefore acts upon instructions from, and on behalf of, the certificateholders. (iv) There are a number of common EETC features that provide additional

benefits to investors. First, the separate indentures comprising each EETC transaction are cross-defaulted and cross-collateralized. Second, the EETC structure includes a liquidity facility pursuant to which a highly-rated third party bank agrees to pay a designated amount of interest to the subordination agent (for the benefit of the pass through trustee and the certificateholders) if the airline defaults on its interest payment obligations on the equipment notes. These features enable an airline to finance its aircraft under the EETC structure at a lower interest rate than would be available using a structure without such features. (v) Certain EETC transactions are pre-funded, meaning that the proceeds of

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While EETCs are often comprised of different series of equipment notes and classes of pass through trust certificates, the 2009-1 EETC and the 2011-2 EETC each only have one series of equipment notes and one related class of pass through certificates. The New EETC likewise is expected to have only one series of equipment notes and class of pass through certificates at issuance, although the documents will permit the issuance of additional series in the future.

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the issuance of the pass through certificates are funded into escrow with a depositary, pending the financing of each aircraft under an indenture. In such cases, the depositary is a highly-rated bank that agrees to pay interest on the deposits for the benefit of the holders of the pass through certificates until such time as all of the aircraft have been financed under indentures. 7. As of September 30, 2012, American was indebted under the Prepetition Notes

and the Prepetition Notes Indentures in the principal amount outstanding of $445,618,425 for the 2009-1 EETC, $174,163,156 for the 2009-2 Secured Notes Financing and $703,645,330 for the 2011-2 EETC, plus, in each case, all unpaid interest, fees, costs and expenses under the applicable Prepetition Notes Indenture and the other Operative Documents or Pass Through Documents (as such terms are defined in the applicable Prepetition Notes Indenture, the Prepetition Operative Documents and the Prepetition Pass Through Documents, respectively). The interest rates on the Prepetition Notes are 10.375% for the 2009-1 EETC, 13.0% for the 2009-2 Secured Notes Financing and 8.625% for the 2011-2 EETC. 8. All of the Prepetition Notes became immediately due and payable on the

Commencement Date by operation of law and also pursuant to the terms of the Prepetition Notes Indentures, forms of which, in the case of the 2011-2 EETC and the 2009-1 EETC, are annexed hereto as Exhibits L and M, respectively, and in the case of the 2009-2 Secured Notes Financing, the single Prepetition Notes Indenture is annexed hereto as Exhibit N. Section 4.02(a)(i) of each Prepetition Notes Indenture provides that, in the event of a voluntary bankruptcy filing by American, the unpaid principal amount of the [applicable Prepetition Notes] then outstanding, together with accrued but unpaid interest thereon and all other amounts due thereunder (but for the avoidance of doubt, without Make-Whole Amount), shall

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immediately and without further act become due and payable. . .. In addition, section 3.03 of each Prepetition Notes Indenture states: No Make-Whole Amount shall be payable on the [applicable Prepetition Notes] as a consequence of or in connection with an Event of Default or the acceleration of the [applicable Prepetition Notes]. 9. On December 23, 2011 and January 11, 2012, American agreed pursuant to

section 1110(a) of the Bankruptcy Code to perform its obligations with respect to the Prepetition Notes. As a result, American has made all scheduled principal and interest payments under the Prepetition Notes since the Commencement Date. Current Financing Markets 10. Interest rates available in the EETC financing market are currently at historic

lows. By way of reference, on October 3, 2012, Continental Airlines issued $711,622,000 principal amount of Continental Airlines Pass Through Certificates, Series 2012-2 Class A Certificates with an interest rate of 4.00% per annum; on July 3, 2012, Delta Air Lines issued $353,689,000 principal amount of Delta Air Lines Pass Through Certificates, Series 2012-1 Class A Certificates with an interest rate of 4.750% per annum; and on March 22, 2012, Continental Airlines issued $753,035,000 principal amount of Continental Airlines Pass Through Certificates, Series 2012-1 Class A Certificates with an interest rate of 4.150% per annum. 11. As part of their ongoing efforts to improve liquidity and achieve a competitive

and sustainable cost structure, the Debtors have considered various potential financing arrangements involving the Aircraft. Based on the low interest rates available in the EETC financing market compared to the interest rates available in other transaction structures, and the capacity of the EETC financing market to absorb a large securities issuance, the Debtors concluded that proceeding with an EETC financing as soon as possible to take advantage of

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current market conditions was in the best interests of the Debtors and their economic stakeholders. 12. The Debtors have negotiated the terms of the New EETC with various parties,

except for the interest rates to be paid on the Equipment Notes and the Pass Through Certificates (each, as defined below) and the treasury spread with respect to the Make-Whole Amount under the Indentures (as defined below). All of the Financing Agreements, the principal terms of which are described below, are in substantially final form, except for such interest rates and treasury spread, which the Debtors expect will be determined after the launch and pricing of the New EETC. (As a practical matter, the interest rate commitments can last only for a short time, and the Debtors will need to consummate the New EETC quickly after the interest rates are determined. Accordingly, it would be impracticable for the Debtors to file this Motion after the interest rates have been set.) The Initial Purchasers (as defined below) have worked, and will continue to work, with American to prepare an offering memorandum to be used as part of the marketing efforts necessary to identify qualified institutional buyers to whom the Initial Purchasers will resell the Pass Through Certificates. The Debtors have informed the UCC of the proposed transactions. 13. Time is of the essence because there can be no assurance that current market

conditions will continue. If the Debtors are able to take advantage of the existing low interest rate environment and issue the New EETC at rates comparable to the recent financings described above, the interest expense savings by the Debtors would be well in excess of $200 million. The Debtors will only proceed with the New EETC if they are able to issue the New EETC at interest rates that, in the business judgment of the Debtors, are substantially lower than the interest rates

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on the Prepetition Notes. When the interest rates on the Equipment Notes and the Pass Through Certificates are determined, the Debtors will inform the UCC on a confidential basis. Prepetition Notes Repayment 14. The New EETC requires the Debtors to make the Prepetition Notes Repayment

and to obtain the release of the liens securing the Prepetition Secured Obligations. 15. The Debtors will use cash on hand (including proceeds of the New EETC as such

proceeds are released to the Debtors, as described below) to repay to (or as directed by) the applicable loan trustee or trustee for the Prepetition Notes, all principal of, accrued and unpaid interest on, and other Prepetition Secured Obligations due and owing under, the Prepetition Notes, the Prepetition Notes Indentures, the Prepetition Operative Documents and the Prepetition Pass Through Documents, through the date of the Prepetition Notes Repayment, but without the payment of any Prepetition Make-Whole Amount, in each case, in full satisfaction of all amounts due and payable or owing under the Prepetition Notes, the Prepetition Notes Indentures, the Prepetition Operative Documents and the Prepetition Pass Through Documents. 16. After the Prepetition Notes Repayment in respect of an Existing Financing, as

security for the Secured Obligations under each Indenture relating to an Aircraft that was the subject of such Existing Financing, the Loan Trustee (for the ratable benefit of the holders of the Equipment Notes) will be granted a valid, binding, continuing, enforceable, fully-perfected first priority senior security interest in and lien upon or pledge of all the Collateral (as defined in the Indenture described below), including such Aircraft. Terms of the New EETC and Agreements to be Executed 17. The Financing Agreements through which the New EETC will be implemented

include a number of Indenture and Security Agreements (one for each Aircraft) between American and Wilmington Trust Company, as loan trustee (in such capacity, the Loan

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Trustee), substantially in the form annexed hereto as Exhibit B (as such form or such agreement may be amended, supplemented or otherwise modified from time to time as agreed by the applicable parties, each such agreement, an Indenture),2 providing for the issuance of secured equipment notes by American to the Subordination Agent (as defined below) on behalf of the Pass Through Trustee (as defined below) (the Equipment Notes). The Financing Agreements also include the following agreements, which will be substantially in the forms annexed hereto as Exhibits C through K, respectively (as such form or agreement may be amended, supplemented or otherwise modified from time to time as agreed by the applicable parties): (a) a number of Participation Agreements (one for each Aircraft) between

American and Wilmington Trust Company, as pass through trustee, as subordination agent, in its individual capacity as set forth in such Participation Agreement and as Loan Trustee (each such agreement, a Participation Agreement); (b) a Pass Through Trust Agreement between American and Wilmington

Trust Company, as trustee (in such capacity, the Pass Through Trustee and such agreement, the Pass Through Trust Agreement); (c) the Trust Supplement No. 2012-1A between American and the Pass

Through Trustee (the Trust Supplement); (d) the Intercreditor Agreement among the Pass Through Trustee, Morgan

Stanley Bank, N.A., as the Class A liquidity provider (in such capacity, the Liquidity Provider), and Wilmington Trust Company, as subordination agent (in such capacity, the Subordination Agent and such agreement, the Intercreditor Agreement);2

Capitalized terms used but not defined herein will have the meanings ascribed to them in Annex A to the form of Indenture annexed hereto as Exhibit B.

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(e)

the Note Purchase Agreement among American, the Pass Through

Trustee, the Subordination Agent, Wilmington Trust, National Association, as escrow agent (in such capacity, the Escrow Agent) and Wilmington Trust Company, as paying agent (in such capacity, the Paying Agent and such agreement, the Note Purchase Agreement); (f) the Escrow and Paying Agent Agreement among the Escrow Agent, the

Paying Agent, the Pass Through Trustee and Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and such other initial purchasers, if any, to be named in the Purchase Agreement (as defined below) (collectively, the Initial Purchasers and such agreement, the Escrow and Paying Agent Agreement); (g) the Deposit Agreement between the Escrow Agent and Deutsche Bank

Trust Company Americas, as depositary (in such capacity, the Depositary and such agreement, the Deposit Agreement); (h) the Revolving Credit Agreement between the Liquidity Provider and the

Subordination Agent (the Class A Liquidity Facility); and (i) the Registration Rights Agreement among American, the Initial

Purchasers (or the representatives thereof) and the Pass Through Trustee (the Registration Rights Agreement). 18. In addition, as part of the New EETC, American will execute or acknowledge the

following agreements that have been submitted to the Court and the UCC under seal pursuant to the Motion for Order Authorizing Filing Under Seal filed contemporaneously herewith, which agreements will be substantially in the forms filed under seal (as such form or agreement may be

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amended, supplemented or otherwise modified from time to time as agreed by the applicable parties): (i) the Purchase Agreement between American and the Initial Purchasers (or

the representatives thereof) (the Purchase Agreement); (ii) the Indemnity Agreement between American and the Depositary (the

Indemnity Agreement); and (iii) the Fee Letter between the Subordination Agent and the Liquidity

Provider and acknowledged by American (the Fee Letter). 19. The principal terms of the New EETC, which are more particularly described in

the Financing Agreements, are as follows:3 " " " " " " Issuer of Equipment Notes: American Airlines, Inc. Issuer of Pass Through Certificates: American Airlines Pass Through Trust 2012-1A Loan Trustee: Wilmington Trust Company Amount of Postpetition Financing to be Obtained: Up to $1.5 billion. Interest: As described above, the Debtors expect the interest rates to be determined upon launch and pricing of the New EETC. (Indenture, 2.02). Payments and Maturity Dates: Principal and interest on the issued and outstanding Equipment Notes will be payable semiannually. The Equipment Notes issued for each Aircraft will mature on different dates depending on the Aircraft, which maturity dates are expected to range from approximately 2 to 9 years. (Indenture, 2.02). The final expected distribution date for the Pass Through Certificates is expected to be approximately 9 years from the date of issuance of the Pass Through Certificates. (Trust Supplement, 3.02; Note Purchase Agreement, 1(d)).

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The description of the transactions and agreements herein is subject in all respects to the specific terms of the Financing Agreements. The New EETC structure is expected to be substantially similar to the structure of the 2011-2 EETC other than the economic terms such as the interest rate and certain terms and conditions to be in effect during these chapter 11 cases.

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Optional Redemption: American may elect to redeem at any time prior to maturity all of the Equipment Notes issued with respect to an Aircraft; provided that all outstanding Equipment Notes with respect to all other Aircraft are simultaneously redeemed. The redemption price will be the unpaid principal amount of such Equipment Notes being redeemed, together with accrued and unpaid interest, plus the Make-Whole Amount (if any). (Indenture, 2.11). Use of Proceeds: The proceeds of the New EETC shall initially be held in escrow and deposited with the Depositary pursuant to the Escrow and Paying Agent Agreement and the Deposit Agreement and shall only be released from escrow in accordance with the terms and conditions of the Note Purchase Agreement, the Escrow and Paying Agent Agreement, the Deposit Agreement and each Participation Agreement. Once released, American will use the proceeds to fund the Prepetition Notes Repayment and to pay fees and expenses relating to the offering of Pass Through Certificates and for general corporate purposes. (Note Purchase Agreement, 1(b), (d); Escrow and Paying Agent Agreement, 1.02(c), 1.03; Deposit Agreement 2.1; Proposed Order 2-5). As security for certain of Americans indemnity obligations to the Depositary under the Indemnity Agreement, American shall deposit with, and pledge to, the Depositary, cash to be held as collateral pursuant to the Indemnity Agreement. (Indemnity Agreement 3.01; Proposed Order, 19). Security and Cross Collateralization: The Equipment Notes issued with respect to each Aircraft will be secured by, among other things, a first priority security interest in and mortgage lien on such Aircraft, including the related engines and equipment and certain related records, after such Aircraft is released from the liens securing the related Prepetition Notes, and an assignment for security purposes to the Loan Trustee (for the ratable benefit of the holders of Equipment Notes) of certain of Americans warranty rights under its applicable purchase agreements with Boeing. The Aircraft will consist of up to 41 Boeing 737-823 aircraft (23 1999-2001 vintage; 18 2009-2010 vintage), 14 Boeing 757-223 aircraft (1999 and 2001 vintage), one (1) Boeing 767-323ER aircraft (1999 vintage) and 19 Boeing 777-223ER aircraft (1999-2001 vintage). In addition, the Equipment Notes will be cross-collateralized. (Indenture, Granting Clause; Proposed Order, 8, 9, 14-19 ). Credit Support: The Pass Through Certificates will have the benefit of credit support in the form of a liquidity facility, which will provide advances in an aggregate amount sufficient to pay interest distributions on the Pass Through Certificates on up to three successive semiannual scheduled distribution dates. (Class A Liquidity Facility, 2). Indenture Events of Default: Events of default under the Indentures will include, inter alia: (i) nonpayment of interest, principal or Premium Amount (if any) and any other amounts payable when due; (ii) violation of any covenants; and (iii) inaccuracy of material representations and warranties, in each case subject to grace periods set forth in the Indentures. In addition, events of default

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under the Indentures also will include, inter alia, (x) on or after the Plan Effective Date, the occurrence of certain bankruptcy, insolvency or reorganization events involving American and (y) prior to the Plan Effective Date, the occurrence of certain events relating to these chapter 11 cases, the filing of certain motions, pleadings or plans of reorganization, the entry of certain orders by this Court or confirmation of a certain plan of reorganization, in each case during these chapter 11 cases affecting the New EETC. (Indenture, 4.01; Proposed Order, 9, 21). " Conditions Precedent: The issuance of the Pass Through Certificates is subject to, inter alia, the entry of the Proposed Order and certain other conditions precedent which are customary for EETC transactions, including execution and delivery of definitive documents, accuracy of certain representations and warranties by American and other transaction parties, delivery of satisfactory legal opinions, the issuance of the requisite credit ratings of the Pass Through Certificates and payment of certain fees and expenses. (Purchase Agreement, 4). The issuance of the Equipment Notes with respect to each Aircraft and the release of the related proceeds to American are subject to, inter alia, the release of the liens of the Prepetition Notes with respect to such Aircraft and certain other customary conditions precedent, including absence of events of default, absence of an event of loss with respect to such Aircraft, execution and delivery of definitive documents, accuracy of certain representations and warranties by American and other transaction parties, delivery of satisfactory legal opinions and a first priority perfected lien in favor of the Loan Trustee with respect to such Aircraft and the related collateral. (Participation Agreement, 3.01; Note Purchase Agreement, 2). Fees and Expenses: American will pay (a) the initial and annual fees and (to the extent the Loan Trustee is entitled to be reimbursed for its reasonable expenses) the reasonable expenses of the Loan Trustee in connection with the transactions contemplated by the Participation Agreements, (b) certain expenses incurred by the Loan Trustee, the Subordination Agent and the Pass Through Trustee in connection with the preparation, execution and delivery of the Participation Agreements, the other Operative Documents (as defined in the applicable Participation Agreement) and the other documents or instruments referred to therein and (c) other fees in connection with New EETC, including fees, costs and expenses of the Initial Purchasers, the Liquidity Provider, the Depositary, the Escrow Agent and the Paying Agent (including certain fees and expenses of their respective counsel). (Participation Agreement, 6.01(a); Purchase Agreement, 2(c), 5; Proposed Order, 8, 13). Indemnification: Subject to certain exclusions, American will indemnify each Loan Trustee, the Pass Through Trustee, the Subordination Agent, the Escrow Agent, the Paying Agent, the Liquidity Provider, and the Depositary and any of their respective successors and permitted assigns in such capacities, directors, officers, employees, agents and servants for certain claims arising with respect to the Aircraft. (Participation Agreement, 4.02; Indemnity Agreement, 9(b)). American will also indemnify the Pass Through Trustee with respect to certain

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matters described in the Pass Through Trust Agreement. (Pass Through Trust Agreement, 7.07). In addition, subject to certain exclusions, American will indemnify the Initial Purchasers and certain other persons with respect to certain securities law matters in connection with the purchase and sale of the Pass Through Certificates and any registration of, or exchange offer with respect to, the Pass Through Certificates. (Purchase Agreement, 7; Registration Rights Agreement, 5) (Proposed Order, 8, 10, 13). " Exchange Offer; Registration Rights: American is obligated to use reasonable best efforts either (i) to consummate an exchange offer for Pass Through Certificates, subject to certain conditions, pursuant to an effective registration statement by no later than 270 days after the Plan Effective Date or (ii) to cause resales of the Pass Through Certificates to be registered under the Securities Act by no later than 90 days after such 270th day. If one of these events does not occur by such 90th day, the interest rate on the Pass Through Certificates will increase by 0.50% per annum but only until such exchange offer or registration is completed. (Registration Rights Agreement, 2). The following provisions described in Bankruptcy Rule 4001(c)(1)(B)(i)-(x) are

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set forth at the following sections of the Financing Agreements and/or the Proposed Order: (a) Waiver and Modification of the Automatic Stay: Indenture, 4.02,

10.12; Indemnity Agreement, 3; Participation Agreement, 7.12; Proposed Order, K, 9, 19. (b) Limitation of Rights under 506(c): Participation Agreement, 6.01(g);

Proposed Order, 11. (c) Waiver and Modification of Applicability of Nonbankruptcy Law Relating

to Lien Perfection: Proposed Order, 14-18. (d) Determination of Amount of Prepetition Claim: Proposed Order, D. Approval of the New Financing 21. Section 364(c) of the Bankruptcy Code provides that if a debtor is unable to

obtain unsecured credit allowable under section 503(b)(1) as an administrative expense, then the Court, after notice and hearing, may authorize the debtor to obtain credit or incur debt:

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(1) with priority over any or all administrative expenses of the kind specified in section 503(b) or 507(b) of [the Bankruptcy Code]; (2) secured by a lien on property of the estate that is not otherwise subject to a lien; or (3) secured by a junior lien on property of the estate that is subject to a lien. 11 U.S.C. 364(c). 22. Courts engage in a three-part inquiry in order to determine whether a debtor is

entitled to the approval of financing under section 364(c). Specifically, courts look to whether: (a) the debtor is unable to obtain unsecured credit under section 364(d), i.e., by allowing a lender an administrative claim only; (b) estate; and the credit transaction benefits and is necessary to preserve the assets of the

(c) the terms of the credit transaction are fair, reasonable and adequate given the circumstances of the debtor and the proposed lender. In re Ames Dept. Stores, Inc., 115 B.R. 34, 37-39 (Bankr. S.D.N.Y. 1990). The statute does not require the debtor to seek alternate financing from every possible lender. In re Cent. Park Ave. Corp., 136 B.R. 626, 630-31 (Bankr. S.D.N.Y. 1992). Rather, a debtor must demonstrate that it made a reasonable effort to seek credit from other sources available under sections 364(a) and (b) of the Bankruptcy Code. See In re Snowshoe, Inc., 789 F.2d 1085, 1088 (4th Cir. 1986). 23. When reviewing a debtors business decision, such as the Debtors decision to

procure the New EETC, courts routinely defer to the debtors business judgment, so long as the decision was made in good faith, upon a reasonable basis, and within the scope of [such debtors] authority under the [Bankruptcy] Code. In re Curlew Valley Assocs., 14 B.R. 506, 513-14 (Bankr. D. Utah 1981); see also Frostbaum v. Ochs, 277 B.R. 470, 475-76 (E.D.N.Y. 2002); Ames, 115 B.R. at 40 ([C]ases consistently reflect that the courts discretion under

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section 364 is to be utilized on grounds that permit reasonable business judgment to be exercised so long as the financing agreement does not contain terms that leverage the bankruptcy process and powers or its purpose is not so much to benefit the estate as it is to benefit a party in interest.). 24. The applicable standards are satisfied. First, the Debtors are unable to obtain

postpetition financing in an amount required to fund the Prepetition Notes Repayment on more favorable terms than those reflected in the Financing Agreements. The Debtors are unable to obtain unsecured credit to fund the Prepetition Notes Repayment allowable only as an administrative expense pursuant to section 503(b)(1) of the Bankruptcy Code. The Debtors are also unable to obtain credit to fund the Prepetition Notes Repayment without granting to the Loan Trustee (for the ratable benefit of the holders of the Equipment Notes) liens on assets of the Debtors pursuant to section 364(c)(2) of the Bankruptcy Code. Second and most significantly, the New EETC will materially benefit the Debtors. As described above, the Debtors will only proceed with the New EETC if they are able to issue the New EETC at interest rates that, in the Debtors business judgment, are substantially lower than the interest rates on the Prepetition Notes, thereby resulting in significant interest expense savings to their estates. 25. Finally, the Financing Agreements were negotiated in good faith and at arms-

length among American, the Initial Purchasers, the Liquidity Provider, the Depositary, the Escrow Agent, the Paying Agent, the Loan Trustee, the Subordination Agent and the Pass Through Trustee. The terms and conditions of the Financing Agreements are fair, reasonable and appropriate under the circumstances. The grant to the Loan Trustee (for the ratable benefit of the holders of the Equipment Notes) of a security interest in and lien upon all of the Collateral,

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including the Aircraft, is appropriate and the Debtors should be authorized to obtain postpetition financing pursuant to the New EETC in accordance with the Financing Agreements. 26. Section 364(e) of the Bankruptcy Code provides that the reversal or modification

on appeal of an authorization under this section to obtain credit or incur debt, or of a grant under this section of a priority or a lien, does not affect the validity of any debt so incurred, or any priority or lien granted, to an entity that extended such credit in good faith . 11 U.S.C. 364(e). The Initial Purchasers and the other holders from time to time of the Pass Through Certificates under the Financing Agreements will extend credit to American in good faith. As a result, the Initial Purchasers, the Loan Trustee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Depositary, the Escrow Agent, the Paying Agent and the holders of the Equipment Notes and of the Pass Through Certificates should be entitled to the protection and benefits of section 364(e) of the Bankruptcy Code in the event that the Order approving this Motion or any provision hereof is vacated, reversed or modified, on appeal or otherwise. Approval of the Prepetition Notes Repayment 27. The liens that currently secure the Prepetition Secured Obligations will be

released as part of the proposed transaction. Adequate protection will be provided through repayment in full of the Prepetition Secured Obligations. To the extent that the Prepetition Notes Repayment constitutes the use of property of the Debtors other than in the ordinary course of business, the Debtors also seek authority to consummate the Prepetition Notes Repayment under section 363(b) of the Bankruptcy Code. 28. Section 363(b) of the Bankruptcy Code permits a debtor to use, sell or lease

property, other than in the ordinary course of business, with court approval. 11 U.S.C. 363(b). Section 363 does not set forth a standard for determining when it is appropriate for a court to

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authorize the use of a debtors property prior to confirmation of a plan. However, courts in this Circuit and in other jurisdictions have held that transactions should be approved when they are supported by sound business reasons. See In re Lionel Corp., 722 F.2d 1063, 1071 (2d Cir. 1983); In re Borders Group, Inc., 453 B.R. 477, 482 (Bankr. S.D.N.Y. 2011); In re Global Crossing Ltd., 295 B.R. 726, 743 (Bankr. S.D.N.Y. 2003). The Debtors business judgment should prevail. In re Johns-Manville Corp., 60 B.R. 612, 615-16 (Bankr. S.D.N.Y. 1986) ([T]he Code favors the continued operation of a business by a debtor and a presumption of reasonableness attaches to a debtors management decisions.) (citations omitted). 29. Once the debtor articulates sound business reasons, [t]he business judgment rule

is a presumption that in making a business decision the directors of a corporation acted on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the company. In re Integrated Res., Inc., 147 B.R. 650, 656 (S.D.N.Y. 1992) (quoting Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985)). 30. The Debtors will only proceed with the New EETC if they are able to issue the

New EETC at interest rates that, in their business judgment, are substantially lower than the interest rates on the Prepetition Notes, thereby resulting in significant interest expense savings. As a condition to the New EETC, American is required, among other things, to repay the Prepetition Notes and to obtain the release of the liens securing the Prepetition Secured Obligations on the terms set forth in the Proposed Order. As described above, the Debtors will use cash on hand (including proceeds of the New EETC as such proceeds are released to the Debtors, as described above) to fund the Prepetition Notes Repayment. The entry into the Financing Agreements and consummation of the transactions contemplated thereby (including the Prepetition Notes Repayment) on the terms and subject to the conditions set forth in the

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Financing Agreements reflect the Debtors exercise of sound business judgment, are in the best interests of the Debtors and their economic stakeholders and should be approved. Repayment without the Prepetition Make-Whole Amount 31. As a result of the automatic acceleration of the Prepetition Notes upon the

commencement of these chapter 11 cases pursuant to the Prepetition Notes Indentures and by operation of law, see In re Chateaugay Corp., 150 B.R. 529, 542 (Bankr. S.D.N.Y. 1993), In re Manville Forest Prods. Corp., 43 B.R 293, 29798 (Bankr. S.D.N.Y. 1984), revd on other grounds, 60 B.R. 403 (S.D.N.Y.1986), the Debtors are entitled to obtain a release of the liens securing the Prepetition Secured Obligations upon repayment of all principal of, accrued and unpaid interest on, and other Prepetition Secured Obligations due and payable or owing under, the Prepetition Notes, the Prepetition Notes Indentures, the Prepetition Operative Documents and the Prepetition Pass Through Documents, without the payment of any Prepetition Make-Whole Amount. Section 4.02(a)(i) of each Prepetition Notes Indenture provides that, in the event of a voluntary bankruptcy filing by American, the unpaid principal amount of the [applicable Prepetition Notes] then outstanding, together with accrued but unpaid interest thereon and all other amounts due thereunder (but for the avoidance of doubt, without Make-Whole Amount), shall immediately and without further act become due and payable. . .. In addition, section 3.03 of each Prepetition Notes Indenture states: No Make-Whole Amount shall be payable on the [applicable Prepetition Notes] as a consequence of or in connection with an Event of Default or the acceleration of the [applicable Prepetition Notes]. Provisions substantially identical to the above provisions in the Prepetition Notes Indentures were found to preclude recovery of a makewhole amount in similar circumstances in In re U.S. Airways Group, Inc., Case No. 04-13819 (Bankr. E.D. Va.).

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Other Terms 32. The Proposed Order provides for termination of the automatic stay to allow the

Loan Trustee, the Depositary and the other parties to the Financing Agreements to exercise their rights and remedies in connection with certain Events of Default or other defaults during these chapter 11 cases as set forth in the Financing Agreements (subject to five business days written notice to the Debtors, their attorneys, the UCCs attorneys and the U.S. Trustee as described in the Financing Agreements and the Proposed Order and the rights of any party in interest to oppose the exercise of such partys remedies as described in the Financing Agreements and the Proposed Order). 33. The Financing Agreements provide that the rights and liens of the Loan Trustee,

the holders of the Equipment Notes and of the Pass Through Certificates and the other parties to the Financing Agreements shall not be modified, altered or impaired in any manner by the entry of an order converting any of these chapter 11 cases to a case under chapter 7 or the entry of an order confirming a plan of reorganization or liquidation in these chapter 11 cases, unless the obligations of American under the Financing Agreements have first been indefeasibly paid in full and completely satisfied pursuant to the terms of the Indentures and the Financing Agreements. 34. Bankruptcy Rule 6004(h) provides that an order authorizing the use, sale, or

lease of property . . . is stayed until the expiration of 14 days after entry of the order, unless the court orders otherwise. As explained above, prompt closure of the New EETC is required in order to enable the Debtors to capture the low interest rates that are available in current markets. The Debtors therefore request that any order approving the Financing Agreements be effective immediately by providing that the 14-day stay under Bankruptcy Rules 4001 and 6004(h) is waived.

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Notice 35. Notice of this Motion has been provided to parties in interest in accordance with

the Amended Order Pursuant to 11 U.S.C. 105(a) and (d) and Bankruptcy Rules 1015(c), 2002(m), and 9007 Implementing Certain Notice and Case Management Procedures, dated August 9, 2012 (the Amended Case Management Order) (ECF No. 3952) and, as applicable, to the Trustee, the Loan Trustee, the Pass Through Trustee, the Subordination Agent and the Liquidity Provider (each, as defined in the applicable Prepetition Notes Indenture) under the Prepetition Notes Indentures. Accordingly, the Debtors submit that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be provided. 36. court. [The remainder of this page is intentionally blank.] No previous request for the relief sought herein has been made to this or any other

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WHEREFORE the Debtors respectfully request that this Motion be granted together with such other or further relief as is just. Dated: New York, New York October 9, 2012

By:

/s/ Alfredo R. Prez Harvey R. Miller Stephen Karotkin Alfredo R. Prez WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Attorneys for Debtors and Debtors in Possession -andMichael E. Wiles Richard F. Hahn Jasmine Ball DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, New York 10022 Telephone: (212) 909-6000 Facsimile: (212) 909-6836 Special Aircraft Attorneys for Debtors and Debtors in Possession

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Exhibit A Proposed Form of Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : : AMR CORPORATION, et al., : : Debtors. : : ---------------------------------------------------------------x


ORDER PURSUANT TO 11 U.S.C. 105(a), 362, 363, 364, 503(b) AND 507 AND FED. R. BANKR. P. 4001 AND 6004 (I) AUTHORIZING DEBTORS TO OBTAIN POSTPETITION SECURED FIRST PRIORITY AIRCRAFT FINANCING AND GRANT SECURITY INTERESTS AND LIENS WITH RESPECT THERETO, (II) AUTHORIZING DEBTORS TO REPAY EXISTING PREPETITION DEBT RELATING TO CERTAIN AIRCRAFT AND (III) GRANTING RELATED RELIEF Upon the motion dated October 9, 2012 (the Motion)1 of AMR Corporation and its related debtors, as debtors and debtors in possession (collectively, the Debtors), pursuant to sections 105(a), 362, 363, 364(c), 364(e), 503(b) and 507 of chapter 11 of title 11, United States Code (the Bankruptcy Code) and Rules 4001 and 6004 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), requesting entry of an order (this Order) authorizing the Debtors to: (i) obtain postpetition financing in an amount of up to $1.5 billion secured on

a first priority basis by, among other things, up to 41 Boeing 737-823 aircraft, 14 Boeing 757223 aircraft, one Boeing 767-323ER aircraft and 19 Boeing 777-223ER aircraft (each, together with related engines and equipment and certain related records as more fully described in the Motion, an Aircraft and collectively, the Aircraft) as part of a new enhanced equipment trust certificate (EETC) financing (the AA 2012-1A EETC), as contemplated by (a) with respect to each Aircraft, the related Indenture and Security Agreement between American1

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.

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Airlines, Inc. (American) and Wilmington Trust Company, as loan trustee (in such capacity, the Loan Trustee), substantially in the form annexed to the Motion as Exhibit B (as such form or such agreement may be amended, supplemented or otherwise modified from time to time as agreed by the applicable parties, each such agreement, an Indenture), providing for the issuance of secured equipment notes (the Equipment Notes) by American to Wilmington Trust Company, as subordination agent (in such capacity, the Subordination Agent), for the benefit of Wilmington Trust Company, as trustee (in such capacity, the Pass Through Trustee), (b) the Participation Agreement with respect to each Aircraft, the Pass Through Trust Agreement, the Trust Supplement, the Intercreditor Agreement, the Note Purchase Agreement, the Escrow and Paying Agent Agreement, the Deposit Agreement, the Class A Liquidity Facility and the Registration Rights Agreement, substantially in the forms annexed to the Motion as Exhibits C through K, respectively (as such form or agreement may be amended, supplemented or otherwise modified from time to time as agreed by the applicable parties), (c) the Purchase Agreement, the Indemnity Agreement and the Fee Letter submitted to this Court under seal pursuant to the Order Authorizing Filing Under Seal (ECF No. []) and (d) any and all other instruments, documents, supplements and agreements that may be reasonably necessary or desirable to implement the AA 2012-1A EETC (all of (a), (b), (c) and (d), and all exhibits, annexes, schedules and related documents, collectively, the Financing Agreements), (ii) as more fully described in the Motion, (a) use cash on hand (including

proceeds of the AA 2012-1A EETC as such proceeds are released to the Debtors as described in this Order) to indefeasibly repay the existing prepetition obligations secured by the Aircraft, as applicable, which are currently financed through, as the case may be, an EETC financing entered into by American in July 2009 (the 2009-1 EETC), a secured notes financing entered into by

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American in July 2009 (the 2009-2 Secured Notes Financing) and an EETC financing entered into by American in October 2011 (with Americans obligations in respect thereof guaranteed by AMR Corporation) (the 2011-2 EETC, together with the 2009-1 EETC and the 2009-2 Secured Notes Financing, the Existing Financings; the secured equipment notes issued by American in connection with the 2011-2 EETC and the 2009-1 EETC, collectively with the secured notes issued by American in connection with the 2009-2 Secured Notes Financing, are collectively referred to as the Prepetition Notes; the indentures pursuant to which the Prepetition Notes were issued are collectively referred to as the Prepetition Notes Indentures and, in the case of the 2011-2 EETC and the 2009-1 EETC, forms thereof are annexed to the Motion as Exhibits L and M, respectively, and in the case of the 2009-2 Secured Notes Financing, the single Prepetition Notes Indenture is annexed to the Motion as Exhibit N), in each case, without the payment of any Make-Whole Amount (as defined in the applicable Prepetition Notes Indenture) or other premium or prepayment penalty (the Prepetition MakeWhole Amount), (b) obtain the release of the liens securing the Prepetition Notes and (c) enter into any instruments, documents, supplements and agreements and take such other actions as may be reasonably necessary or desirable to implement the repayment in full of the Secured Obligations (as defined in the Prepetition Notes Indentures, the Prepetition Secured Obligations) (all of (a), (b) and (c), the Prepetition Notes Repayment), and (iii) pay costs, expenses and fees in connection with the AA 2012-1A EETC,

together with any additional fees, costs, indemnities and expenses that may be payable from time to time under the Financing Agreements; and, after notice and a hearing on October 30, 2012, and the appearances of parties in interest noted in the record (the Hearing); and no further notice need be given; and upon all of the

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proceedings before the Court; and it appearing that the relief requested is in the best interests of the Debtors and their respective stakeholders; and after due deliberation and sufficient cause appearing therefor: THE COURT HEREBY FINDS AND DETERMINES THAT: A. On November 29, 2011 (the Commencement Date), the Debtors each

commenced with this Court a voluntary case under the Bankruptcy Code. The Debtors have continued to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these chapter 11 cases. B. On December 5, 2011, the United States Trustee for the Southern District of New

York appointed the Official Committee of Unsecured Creditors (the UCC). C. The Court has jurisdiction to consider the Motion and the relief requested therein

pursuant to 28 U.S.C. 1334 and the Amended Standing Order of Reference M-431 dated January 31, 2012 (Preska, C.J.). Consideration of the Motion and the requested relief is a core proceeding that this Court can determine pursuant to 28 U.S.C. 157. The statutory predicates for the relief sought herein are sections 105(a), 362, 363, 364(c), 364(e), 503(b) and 507 of the Bankruptcy Code and Bankruptcy Rules 4001, 6004 and 9014 and the Local Bankruptcy Rules of the Southern District of New York. D. As of September 30, 2012, American was indebted under the Prepetition Notes

and the Prepetition Notes Indentures in the principal amount outstanding of $445,618,425 for the 2009-1 EETC, $174,163,156 for the 2009-2 Secured Notes Financing and $703,645,330 for the 2011-2 EETC, plus, in each case, all unpaid interest, fees, costs and expenses under the applicable Prepetition Notes Indenture (excluding, for the avoidance of doubt, any Prepetition

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Make-Whole Amount) and the other Operative Documents or Pass Through Documents (as such terms are defined in the applicable Prepetition Notes Indenture, the Prepetition Operative Documents and the Prepetition Pass Through Documents, respectively). E. American elected pursuant to section 1110(a) of the Bankruptcy Code to continue

performing under the Prepetition Notes during these chapter 11 cases. F. The Debtors are unable to obtain postpetition financing in an amount required to

fund the Prepetition Notes Repayment on more favorable terms than those reflected in the Financing Agreements. The Debtors are unable to obtain unsecured credit to fund the Prepetition Notes Repayment allowable only as an administrative expense pursuant to section 503(b)(1) of the Bankruptcy Code. The Debtors are also unable to obtain credit to fund the Prepetition Notes Repayment without granting to the Loan Trustee (for the ratable benefit of the holders of the Equipment Notes) liens on assets of the Debtors pursuant to section 364(c)(2) of the Bankruptcy Code. The AA 2012-1A EETC will result in substantial benefits to the Debtors in light of the reduced interest rates payable thereunder. G. Pursuant to the AA 2012-1A EETC, American is required, among other things, to

make the Prepetition Notes Repayment and to obtain the release of the liens securing the Prepetition Secured Obligations on the terms set forth in this Order. H. All of the Prepetition Notes became immediately due and payable on the

Commencement Date. I. The Prepetition Notes Repayment does not require the payment of any Prepetition

Make-Whole Amount pursuant to the Prepetition Notes Indentures and operation of law. J. The Aircraft constitute equipment within the meanings of sections

1110(a)(3)(A)(i) and 1110(a)(3)(B) of the Bankruptcy Code and, together with the Indentures

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and the Equipment Notes, are subject to the provisions of section 1110 of the Bankruptcy Code, except during these chapter 11 cases. American holds an air carrier operating certificate issued by the Secretary of Transportation pursuant to chapter 447 of title 49, United States Code, for aircraft capable of carrying 10 or more individuals or 6,000 pounds or more of cargo. As provided in Section 7.12 of the Participation Agreements and Section 10.12 of the Indentures, the stay arising under section 1110 of the Bankruptcy Code is not applicable to the Aircraft during these chapter 11 cases. K. Good cause exists for granting the Loan Trustee relief from the automatic stay

pursuant to section 362 of the Bankruptcy Code to permit the Loan Trustee and the other parties to the Financing Agreements to enforce the terms of the Financing Agreements to which each such person is a party and to exercise any and all remedies thereunder without further order of this Court (except as provided herein), on the terms and conditions set forth in the Financing Agreements and this Order. L. The terms and conditions of the Financing Agreements are fair, reasonable and

appropriate under the circumstances, including, without limitation, provisions requiring American to (a) deposit the proceeds of the AA 2012-1A EETC in escrow with the Depositary pursuant to the Escrow and Paying Agent Agreement and the Deposit Agreement, (b) pay certain fees, costs and expenses of the Initial Purchasers, the Liquidity Provider, the Depositary, the Escrow Agent, the Paying Agent, the Loan Trustee, the Subordination Agent and the Pass Through Trustee (including certain fees and expenses of their respective counsel) and (c) pay the Section 4.02 Premium, if any, as provided in the Indentures. M. The Financing Agreements were negotiated in good faith and at arms-length

among American, the Initial Purchasers, the Liquidity Provider, the Depositary, the Escrow

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Agent, the Paying Agent, the Loan Trustee, the Subordination Agent and the Pass Through Trustee. N. Credit to be extended to American by the Initial Purchasers and the other holders

from time to time of the Pass Through Certificates under the Financing Agreements will be so extended in good faith, in consequence of which the Initial Purchasers, the Loan Trustee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Depositary, the Escrow Agent, the Paying Agent and the holders of the Equipment Notes and of the Pass Through Certificates are entitled to the protection and benefits of section 364(e) of the Bankruptcy Code in the event that this Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. O. Good and sufficient cause has been shown for the entry of this Order. The entry

into the Financing Agreements and consummation of the transactions contemplated thereby (including the Prepetition Notes Repayment and the grant of liens on the Collateral to the Loan Trustee) on the terms and subject to the conditions set forth in the Financing Agreements reflect the Debtors exercise of sound business judgment and are in the best interests of the Debtors and their economic stakeholders and will result in substantial cost savings to the Debtors. P. The proceeds of the AA 2012-1A EETC shall initially be held in escrow and

deposited with the Depositary pursuant to the Escrow and Paying Agent Agreement and the Deposit Agreement and shall only be released from escrow in accordance with the terms and conditions of the Note Purchase Agreement, the Escrow and Paying Agent Agreement, the Deposit Agreement and each Participation Agreement. Until their release from escrow in accordance with the terms and conditions of the Note Purchase Agreement, the Escrow and Paying Agent Agreement, the Deposit Agreement and each Participation Agreement, and the

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utilization of such proceeds by the Pass Through Trustee to purchase the Equipment Notes, such proceeds shall not be property of the estates of the Debtors under section 541 of the Bankruptcy Code. Q. Due and appropriate notice of the Motion, the relief requested therein and the

Hearing has been served by the Debtors on each party required to be served pursuant to the Amended Case Management Order (ECF No. 3952). Under the circumstances, the notice given by the Debtors of the Motion and the Hearing constitutes due and sufficient notice thereof and complies with Bankruptcy Rule 4001. NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT: 1. The Motion is granted. Prepetition Notes Repayment and Release of Liens 2. The Debtors are authorized, as more fully described in the Motion and subject to

the terms of this Order, to (a) use cash on hand (including proceeds of the AA 2012-1A EETC as such proceeds are released to the Debtors as described in this Order) to indefeasibly repay to (or as directed by) the applicable loan trustee for the Prepetition Notes all principal of, accrued and unpaid interest on, and other Prepetition Secured Obligations due and owing under, the Prepetition Notes, the Prepetition Notes Indentures, the Prepetition Operative Documents, the Prepetition Pass Through Documents and the Parent Guarantee (as defined in the Prepetition Notes Indentures with respect to the 2011-2 EETC, the Prepetition Parent Guarantee), through the date of repayment of the Prepetition Notes, in each case, in full satisfaction of all amounts due and owing under the Prepetition Notes, the Prepetition Notes Indentures, the Prepetition Operative Document, the Prepetition Pass Through Documents and the Prepetition Parent Guarantee, without the payment of any Prepetition Make-Whole Amount and (b) enter 8

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into any instruments, documents, supplements and agreements and take such other actions as may be reasonably necessary or desirable to implement the Prepetition Notes Repayment. 3. With respect to each Existing Financing, the Debtors are authorized to take all

steps necessary or desirable to obtain the release of the liens securing the Prepetition Notes related to such Existing Financing. 4. The loan trustees, security agents, subordination agents, pass through trustees,

trustees and liquidity providers for, and the other secured parties with respect to, the Prepetition Notes are authorized and directed to (a) take all actions reasonably requested by the Debtors to implement the Prepetition Notes Repayment, including authorizing the release, termination or discharge of, and releasing, terminating or discharging, the liens securing, and any and all other interests of record with respect to, the Prepetition Notes (including with the Federal Aviation Administration (FAA) and the International Registry), and (b) enter into and deliver any instruments, documents, certifications, supplements and agreements that may be reasonably necessary or desirable to implement the Prepetition Notes Repayment, including certifications as to the payment in full of the Prepetition Notes or related pass through certificates as contemplated by the applicable Prepetition Operative Documents or Prepetition Pass Through Documents and any payoff letters and any instruments authorizing the release, termination or discharge of, or releasing, terminating or discharging, the liens securing, and any and all other interests of record with respect to, the Prepetition Notes (including with the FAA and the International Registry pursuant to the Cape Town Treaty). 5. Upon the repayment of the Prepetition Secured Obligations as provided herein, (a)

the holders of the Prepetition Notes (or of related pass through certificates, as applicable) in such capacity (and any trustee or agent therefor) and any other secured party under the Prepetition

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Notes in such capacity shall have no further rights with respect to the Debtors, the Aircraft or any other Collateral (as defined in the applicable Prepetition Notes Indenture) or any claims or liens relating thereto (all of which claims and liens shall be deemed automatically terminated without further action), (b) the Debtors and their estates shall have no further obligations under the Prepetition Notes, the Prepetition Notes Indentures, the Prepetition Operative Documents or the Prepetition Pass Through Documents or to the holders of the Prepetition Notes (or of related pass through certificates, as applicable) in such capacity (or any trustee or agent therefor) or other secured party with respect thereto in such capacity, and (c) any person with an interest in the Prepetition Notes (including all holders thereof or of related pass through certificates, as applicable) and any other party in interest in these chapter 11 cases shall be barred from bringing any action against the Debtors or the loan trustees, security agents, subordination agents, pass through trustees, trustees and liquidity providers for, and the other secured parties with respect to, the Prepetition Notes relating in any way to the Prepetition Note Repayment, the Prepetition Notes Indentures, the Prepetition Operative Documents, the Prepetition Pass Through Documents, the Motion, this Order and any other actions contemplated thereby. AA 2012-1A EETC 6. The Debtors are authorized to obtain postpetition financing pursuant to the AA

2012-1A EETC in accordance with the terms of this Order and the Financing Agreements. 7. The terms, conditions and covenants of the Indentures and the other Financing

Agreements are authorized and approved. 8. The Debtors are authorized to do and perform all acts (including, without

limitation, to agree to an interest rate for the Equipment Notes and Pass Through Certificates), make, execute and deliver all instruments and documents (including the execution or recordation of security agreements, mortgages and financing statements, filings and recordations with the 10

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FAA and registrations and discharges with the International Registry) and pay all fees, expenses, indemnities and costs required under the Financing Agreements. No obligation, payment, transfer or grant of security under any of the Financing Agreements or this Order shall be stayed, restrained, voidable or recoverable under the Bankruptcy Code or under any applicable law (including, without limitation, under section 502(d) of the Bankruptcy Code) or subject to any defense, reduction, setoff, recoupment or counterclaim. 9. The automatic stay imposed under section 362(a) of the Bankruptcy Code and any

stay imposed by section 1110 of the Bankruptcy Code are hereby lifted, as necessary, to permit (i) the Debtors to grant the Postpetition Liens (as defined in Paragraph 14 below) to the Loan Trustee (for the ratable benefit of the holders of the Equipment Notes), (ii) the Debtors to perform the Secured Obligations and incur the liabilities to the Loan Trustee, the Initial Purchasers, the Liquidity Provider, the Depositary, the Subordination Agent, the Paying Agent, the Pass Through Trustee and the holders of the Equipment Notes under the Financing Agreements, (iii) subject to the terms of this Order, the exercise of remedies by the Loan Trustee or the holders of Equipment Notes following an Event of Default under any Indenture, including delivery of an Enforcement Notice (as defined in Paragraph 21 below) and (iv) any action of the Loan Trustee to file and record financing statements or other instruments to provide further notice of and evidence the grant and perfection of the Postpetition Liens granted to the Loan Trustee, as the Loan Trustee shall determine. 10. Upon execution and delivery, each Financing Agreement to which American is or

is to be a party shall constitute a valid and binding obligation of American, enforceable against American in accordance with its terms. Any amounts accruing or owing under the Financing Agreements to any party by American, including but not limited to the indemnity obligations

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under section 4.02 of each Participation Agreement, section 9(b) of the Indemnity Agreement, section 7 of the Purchase Agreement, section 5 of the Registration Rights Agreement and section 7.07 of the Pass Through Trust Agreement, shall constitute an allowed administrative expense claim pursuant to section 503(b)(1) of the Bankruptcy Code entitled to priority set forth in section 507(a) of the Bankruptcy Code. 11. No costs or expenses of administration of these chapter 11 cases or any future

proceeding or any other charge or amount that may result therefrom, including liquidation in bankruptcy (including, without limitation, under chapter 7 of the Bankruptcy Code) or other proceedings under the Bankruptcy Code shall be charged against or recovered from the Collateral pursuant to section 506(c) of the Bankruptcy Code or any similar principle of law. 12. The Initial Purchasers, the Loan Trustee, the Pass Through Trustee, the

Subordination Agent, the Liquidity Provider, the Depositary, the Escrow Agent, the Paying Agent and the holders of the Equipment Notes and of the Pass Through Certificates are entitled to the protection and benefits of section 364(e) of the Bankruptcy Code in the event that this Order or any provision hereof is vacated, reversed or modified, on appeal or otherwise. 13. None of the fees, costs, indemnities or expenses payable by American under the

Financing Agreements shall be subject to further approval of this Court and no recipient of any such payment shall be required to file with respect thereto any interim or final fee application with this Court. This Court shall retain jurisdiction to resolve disputes about the reasonableness of any such fees, costs, indemnities or expenses paid pursuant to the Financing Agreements. Grant of Liens 14. After the Prepetition Notes Repayment in respect of an Existing Financing, as

security for the Secured Obligations under each Indenture relating to an Aircraft that was the subject of such Existing Financing, effective and perfected upon the issuance of the Equipment 12

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Notes pursuant to such Indenture and without the necessity of the execution, recordation or filing by American of mortgages, security agreements, control agreements, pledge agreements, financing statements or other similar documents, the Loan Trustee (for the ratable benefit of the holders of the Equipment Notes) will be granted a valid, binding, continuing, enforceable, fullyperfected first priority senior security interest in and lien upon or pledge of all the Collateral, including the Aircraft pursuant to section 364(c)(2) of the Bankruptcy Code (the Postpetition Liens). 15. The Collateral shall not be subject to any lien (other than the Postpetition Liens or

the Permitted Liens) arising after the Commencement Date including, (a) to the extent permitted by applicable law, any liens or security interests granted in favor of any federal, state municipal or other governmental unit, commission, board or court for any liability of any of the Debtors and (b) pursuant to section 364(d)(1) or section 364(c)(3) of the Bankruptcy Code. 16. The Postpetition Liens and the priority thereof, and any payments made by the

Debtors pursuant to the Financing Agreements and this Order, shall be binding (subject to the terms of this Order) on the Debtors, any trustee or examiner, and all creditors of the Debtors, as provided in section 364(e) of the Bankruptcy Code. 17. This Order shall be sufficient and conclusive notice and evidence of the grant,

validity, perfection and priority of the Postpetition Liens without the necessity of filing or recording this Order (other than as docketed in these cases) or any financing statement, mortgage or other instrument or document which may otherwise be required under the law of any jurisdiction (including any filing or recording with the FAA or any registration with the International Registry) or the taking of any other action to validate or perfect the Postpetition Liens; provided that the Debtors are authorized to execute and the Loan Trustee may file or

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record financing statements, mortgages or other instruments further to evidence or further to perfect the Postpetition Liens; and provided further that no such filing or recordation shall be necessary or required in order to create, perfect or effect the priority of the Postpetition Liens. The Debtors and the Loan Trustee are authorized and directed to cooperate and take (or cause to be taken) all steps necessary to make all required or desired registrations with the International Registry pursuant to the Cape Town Treaty. 18. The Loan Trustee, in its discretion, may file a copy of this Order as a mortgage,

financing statement or similar perfection document with any recording officer designated to file financing statements or with any registry of deeds or similar office in any jurisdiction in which American has real or personal property (but is not required to perfect any Postpetition Lien). 19. As security for certain of Americans indemnity obligations to the Depositary

under the Indemnity Agreement, American shall deposit with, and pledge to, the Depositary, cash to be held as collateral pursuant to the Indemnity Agreement. Section 1110 of the Bankruptcy Code 20. American is an air carrier within the meaning of section 1110(a)(3)(A)(i) of the

Bankruptcy Code. The Aircraft constitute equipment within the meanings of sections 1110(a)(3)(A)(i) and 1110(a)(3)(B) of the Bankruptcy Code and, together with the Indentures and the Equipment Notes, are subject to the provisions of section 1110 of the Bankruptcy Code, except during these chapter 11 cases. Event of Default During Chapter 11 Cases 21. Upon the occurrence of an Event of Default under any Indenture or upon the

occurrence of certain defaults under the Indemnity Agreement and at any time thereafter during the continuance thereof during these chapter 11 cases, after five business days following receipt by American of written notice (an Enforcement Notice) of any such occurrence (which 14

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Enforcement Notice shall be given to American and its counsel, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: Alfredo R. Prez, Esq.) and Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022 (Attn: John T. Curry, Esq., Richard F. Hahn, Esq. and My Chi To, Esq.), counsel to the UCC, Skadden, Arps, Slate, Meagher & Flom LLP, 155 North Wacker Drive, Chicago, Illinois 60606 (Attn: John Wm. Butler, Jr., Esq.) and Four Times Square, New York, New York 10036 (Attn: Jay M. Goffman, Esq.) and the U.S. Trustee, 33 Whitehall Street, 21st Floor, New York, New York 10004 (Attn: Brian Masumoto, Esq.)), the Loan Trustee or the Depositary (or other party to the Financing Agreements) shall be entitled to exercise its rights and remedies as set forth in the Financing Agreements. Any Enforcement Notice shall also be filed with this Court. This Order shall not prejudice the rights of any party in interest to oppose the exercise of the Loan Trustees or the Depositarys (or such other partys) remedies; provided that, in the case of an Event of Default under any Indenture, the only issue that may be raised by any party in opposition thereto shall be whether an Event of Default under any Indenture has in fact occurred and is continuing, and American hereby waives its right to seek any relief, whether under section 105 of the Bankruptcy Code or otherwise, that would in any way impair, limit or restrict, or delay the exercise or benefit of, the rights and remedies of the Loan Trustee under any of the Financing Agreements or this Order. At the expiration of the five business day period, in the absence of a determination by this Court that an Event of Default under any Indenture has not occurred or is not continuing, the Loan Trustee (upon the direction of the holders of the Equipment Notes or such other party pursuant to the terms of the Financing Agreements) shall be entitled to pursue all remedies under the Financing Agreements without further order of this Court. The automatic stay is hereby deemed modified to permit the pursuit of such remedies. In no event shall the Loan Trustee or

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the Depositary (or such other party) be subject to the equitable doctrine of marshalling or any similar doctrine with respect to the Collateral. Additional Provisions 22. Each officer of American hereby is authorized to execute and deliver each of the

Financing Agreements to which American is to be a party, such execution and delivery to be conclusive evidence of their respective authority to act in the name of and on behalf of American. 23. Any and all of the Financing Agreements and other documents and agreements

relating or necessary to consummate the Prepetition Note Repayment and the AA 2012-1A EETC when executed by American and, if applicable, each other party thereto constitute and evidence the valid and binding obligations of American and each such other party and their respective successors and assigns, in accordance with the terms thereof and this Order, and American and each such other party are authorized to perform all obligations and make all payments as set forth therein all without further order of this Court. 24. The failure to include or reference any term of the Financing Agreements in this

Order shall not diminish or impair the effectiveness of such provisions of the Financing Agreements which shall be approved and enforceable in their entirety. 25. Each and every federal, state and local governmental agency or department shall

be, and hereby is, directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated hereby. 26. From and after the date any Financing Agreement is duly executed, American

may enter into or consent to amendments or other modifications to such Financing Agreement without further order of this Court with the consent of each party whose consent is required under the agreement so modified, provided that prior notice of any proposed modification has 16

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been given to the U.S. Trustee and the UCC, each of which will have five (5) business days from the date of such notice to object to such modification in writing. 27. The rights and liens of the Loan Trustee, the holders of the Equipment Notes and

of the Pass Through Certificates and the other parties to the Financing Agreements, in each case as provided for in this Order and in the Financing Agreements, and any actions taken pursuant thereto and hereto, shall not be modified, altered or impaired in any manner by the entry of an order converting any of these chapter 11 cases to a case under chapter 7 or the entry of an order confirming a plan of reorganization or liquidation in these chapter 11 cases, unless the obligations of American under the Financing Agreements have first been indefeasibly paid in full and completely satisfied pursuant to the terms of the Indentures and the Financing Agreements and this Order. 28. The failure by the Initial Purchasers, the Loan Trustee, the Pass Through Trustee,

the Subordination Agent, the Depositary, the Liquidity Provider or any other party to the Financing Agreements to seek relief or otherwise exercise their respective rights and remedies under any of the Financing Agreements or this Order shall not constitute a waiver of any of such partys rights hereunder, thereunder or otherwise. 29. Except as otherwise expressly provided herein, this Order shall not limit or

modify or constitute a waiver of any of the rights, claims, causes of action and remedies of the Initial Purchasers, the Loan Trustee, the Pass Through Trustee, the Subordination Agent, the Liquidity Provider, the Depositary, the other parties to the Financing Agreements, the holders of the Equipment Notes or the Pass Through Certificates, the Debtors or the UCC with respect to any action that any such party may be entitled to take under applicable law or the Financing Agreements, all of which are expressly preserved.

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30.

This Order shall constitute findings of fact and conclusions of law and shall take

effect and be immediately effective and enforceable upon its entry. The effectiveness of this Order shall not be stayed pursuant to Rule 4001 or 6004(h) of the Bankruptcy Rules or otherwise. 31. To the extent of any actual conflict between or among the express terms or

provisions of the Financing Agreements and this Order, the provisions of this Order shall govern and control. 32. Any objection which has not been withdrawn or resolved is, to the extent not

withdrawn or resolved, hereby overruled. 33. This Court shall retain jurisdiction to hear and determine all matters arising from

or related to this Order. Dated: New York, New York ___________________, 2012

___________________________ United States Bankruptcy Judge

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Exhibit B Indenture

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INDENTURE AND SECURITY AGREEMENT ([Reg. No.]) Dated as of __________ ___, 20___1 between AMERICAN AIRLINES, INC., and WILMINGTON TRUST COMPANY, as Loan Trustee __________________

* One Boeing [Model] (Generic Manufacturer and Model [Generic Manufacturer and Model]) Aircraft U.S. Registration No.