INDENTURE AND SECURITY AGREEMENT

Exhibit 4.1

EXECUTION COPY

INDENTURE AND SECURITY AGREEMENT

Dated as of July 31, 2009

between

AMERICAN AIRLINES, INC.

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity, except as expressly stated herein,
but solely as Trustee

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Table of Contents

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INDENTURE AND SECURITY AGREEMENT

     This INDENTURE AND SECURITY AGREEMENT, dated as of July 31, 2009, is made by and between AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “ Company ”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Trustee hereunder (together with its permitted successors hereunder, the “ Trustee ”).

W I T N E S S E T H :

     WHEREAS, the parties desire by this Indenture (such term and other capitalized terms used herein without definition being defined as provided in Article I ), among other things, to provide for ( i ) the issuance by the Company of the Notes specified on Schedule I hereto and ( ii ) the assignment, mortgage and pledge by the Company to the Trustee, as part of the Pre-funded Collateral hereunder, among other things, of all of the Company’s estate, right, title and interest in and to the Pre-funded Collateral, as security for, among other things, the Company’s obligations to the Trustee, for the equal and proportionate benefit and security of the Noteholders and the Indemnitees;

     WHEREAS, the Company owns each Eligible Aircraft described in Schedule V hereto and, as of the date hereof, each such Eligible Aircraft is subject to the applicable Existing Indenture as set forth in Schedule V hereto;

     WHEREAS, following the initial release of the Lien of any Existing Indenture and subject to the terms and conditions of this Indenture, the Company, the Trustee, the Security Agent and U.S. Bank will enter into the Aircraft Security Agreement;

     WHEREAS, the Company has entered into the Purchase Agreement with the Initial Purchasers, pursuant to which the Company has agreed to cause the Trustee to issue and sell the Notes to the Initial Purchasers on the Issuance Date; and

     WHEREAS, all things have been done to make the Notes listed on Schedule I hereto, when executed by the Company and authenticated and delivered by the Trustee hereunder, the valid, binding and enforceable obligations of the Company; and

     WHEREAS, all things necessary to make this Indenture a legal, valid and binding obligation of the Company for the uses and purposes herein set forth, in accordance with its terms, have been done and performed and have occurred;

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GRANTING CLAUSE

     NOW, THEREFORE, to secure ( i ) the prompt and complete payment (whether at stated maturity, by acceleration or otherwise) of principal of, interest on (including interest on any overdue amounts), and Make-Whole Amount, if any, with respect to, and all other amounts due under, the Notes, ( ii ) all other amounts payable by the Company under the Operative Documents and ( iii ) the performance and observance by the Company of all the agreements and covenants to be performed or observed by the Company for the benefit of the Noteholders and the Indemnitees contained in the Operative Documents, and for other good and valuable consideration given by the Noteholders and the Indemnitees to the Company, the receipt and adequacy of which are hereby acknowledged, the Company does hereby grant, bargain, sell, convey, transfer, mortgage, assign, pledge and confirm unto the Trustee and its successors in trust and permitted assigns, for the security and benefit of the Noteholders and the Indemnitees, a first priority security interest in, and mortgage lien on, all estate, right, title and interest of the Company in, to and under, all and singular, the following described properties, rights, interests and privileges, whether now owned or hereafter acquired (which, collectively, together with all property hereafter specifically subject to the Lien of this Indenture by the terms hereof or any supplement hereto, are included within, and are referred to as, the “ Pre-funded Collateral ”):

     (1) the Pre-funded Collateral Account, the Cash Securities Account, all moneys, securities, financial assets, or other property (including the Pre-funded Cash Collateral Amounts with respect to each of the Eligible Aircraft) held therein by the Trustee or other Eligible Institution pursuant to and in accordance with the terms, conditions and provisions of this Indenture and all security entitlements with respect thereto; and

     (2) all proceeds of the foregoing.

     TO HAVE AND TO HOLD all and singular the aforesaid property unto the Trustee, and its successors and permitted assigns, in trust for the equal and proportionate benefit and security of the Noteholders and the Indemnitees, except as otherwise provided in this Indenture, including Section 2.13 , the definition of “Outstanding” and Article III , without any priority of any one Note over any other by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and in all cases and as to all property specified in paragraphs (1) and (2) above, subject to the terms and provisions set forth in this Indenture.

     Subject to the terms and conditions hereof, the Company does hereby irrevocably constitute the Trustee the true and lawful attorney of the Company (which appointment is coupled with an interest) with full power (in the name of the Company or otherwise) to

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ask for, require, demand and receive any and all monies and claims for monies, and all other property which now or hereafter constitutes part of the Pre-funded Collateral, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Trustee may deem to be necessary or advisable in the premises; provided that the Trustee shall not exercise any such rights except during the continuance of an Event of Default. The Company agrees that, promptly upon receipt thereof, to the extent required by the Operative Documents, it will transfer to the Trustee any and all monies from time to time received by the Company constituting part of the Pre-funded Collateral, to be held and distributed by the Trustee in accordance with this Indenture.

     The Company does hereby warrant and represent that it has not sold, assigned or pledged, and hereby covenants and agrees that it will not sell, assign or pledge, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to the provisions hereof, any of its estate, right, title or interest hereby assigned, to any Person other than the Trustee, except as otherwise provided in or permitted by any Operative Document.

     The Company agrees that at any time and from time to time, upon the written request of the Trustee, the Company shall promptly and duly execute and deliver or cause to be duly executed and delivered any and all such further instruments and documents as the Trustee may reasonably deem necessary to perfect, preserve or protect the mortgage, security interests and assignments created or intended to be created hereby or to obtain for the Trustee the full benefit of the assignment hereunder and of the rights and powers herein granted; provided that any instrument or other document so executed by the Company will not expand any obligations or limit any rights of the Company in respect of the transactions contemplated by the Operative Documents.

     IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

ARTICLE I

DEFINITIONAL MATTERS; PRE-FUNDED COLLATERAL ACCOUNT;
CERTAIN ISSUANCE DATE MATTERS

     Section 1.01. Definitions . For all purposes of this Indenture, unless the context otherwise requires, capitalized terms used but not defined herein have the respective meanings set forth or incorporated by reference in Annex A .

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     Section 1.02. Other Definitional Provisions .

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

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

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

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

     (e)  Reference to Government . All references in this Indenture to a “government” are to such government and any instrumentality or agency thereof.

     (e)  Reference to Person . All references in this Indenture to a Person shall include successors and permitted assigns of such Person.

     Section 1.03. Pre-funded Collateral Account .

     (a)  General .

     (i) On or prior to the Issuance Date, the Trustee has established Account No.                   , an Eligible Account maintained at U.S. Bank in the name of the Trustee (the “ Pre-funded Collateral Account ”). U.S. Bank agrees to act as an Eligible Institution under this Indenture in accordance with the provisions of this Indenture for the Pre-funded Collateral Account (in such capacity, the “ Pre-funded Collateral Securities Intermediary ”). Except in its capacity as Trustee, U.S. Bank waives any claim or lien against the Pre-funded Collateral Account it may have, by operation of law or otherwise, for any amount owed to it by the Company. The Pre-funded Collateral Securities Intermediary hereby agrees that, notwithstanding anything to the contrary in this Indenture, ( i ) any amounts to be held by the Trustee pursuant this Section 1.03 will be credited to the Pre-funded Collateral Account, it is the “securities intermediary” (as defined in Section 8-102(a)(14) of the NY UCC) of the Pre-funded Cash Collateral Account and the Trustee is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC) of the “security entitlement” (as defined in

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Section 8-102(a)(17) of the NY UCC) with respect to each “financial asset” (as defined in Section 8-102(a)(9) of the NY UCC) credited to the Pre-funded Collateral Account, ( ii ) all such amounts, Permitted Investments and all other property acquired with cash credited to the Pre-funded Collateral Account will be credited to the Pre-funded Collateral Account, ( iii ) all items of property (whether cash, investment property, Permitted Investments, other investments, securities, instruments or other property) credited to the Pre-funded Collateral Account will be treated as a “financial asset” under Article 8 of the NY UCC, ( iv ) its “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the NY UCC) with respect to the Pre-funded Collateral Account is the State of New York, and ( v ) all securities, instruments and other property in order or registered form and credited to the Pre-funded Collateral Account shall be payable to or to the order of, or registered in the name of, the Pre-funded Collateral Securities Intermediary or shall be indorsed to the Pre-funded Collateral Securities Intermediary or in blank, and in no case whatsoever shall any financial asset credited to the Pre-funded Collateral Account be registered in the name of the Company, payable to or to the order of the Company or specially indorsed to the Company except to the extent the foregoing have been specially indorsed by the Company to the Pre-funded Collateral Securities Intermediary or in blank. The Trustee agrees that it will hold (and will indicate clearly in its books and records that it holds) its “security entitlements” to the “financial assets” credited to the Pre-funded Collateral Account in trust for the benefit and security of the Noteholders and the Indemnitees as part of the Pre-funded Collateral as set forth in this Indenture. The Company acknowledges that, by reason of the Trustee being the “entitlement holder” in respect of the Pre-funded Collateral Account as provided above, the Trustee shall have the sole right and discretion, subject only to the terms of this Indenture, to give all “entitlement orders” (as defined in Section 8-102(a)(8) of the NY UCC) with respect to the Pre-funded Collateral Account and any and all financial assets and other property credited thereto to the exclusion of the Company. If any Person asserts any Lien (including, without limitation, any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Pre-funded Collateral Account or any financial asset carried therein, U.S. Bank will promptly notify the Trustee and the Company thereof.

     (ii) On the Issuance Date, the Company agrees to deposit and pay over to the Trustee in immediately available funds the Pre-funded Cash Collateral Amount with respect to each of the Eligible Aircraft, such Pre-funded Cash Collateral Amounts to constitute a part of the Pre-funded Collateral. Promptly upon the receipt of the Pre-funded Cash Collateral Amounts by the Trustee from the Company, the Trustee shall credit such amounts to the Pre-funded Collateral Account.

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     (iii) Only the Pre-funded Cash Collateral Amounts with respect to the Eligible Aircraft, other property acquired with cash credited to the Pre-funded Collateral Account, and investment earnings thereon and proceeds thereof shall be credited to the Pre-funded Collateral Account. The Pre-funded Cash Collateral Amounts with respect to the Eligible Aircraft and all other amounts and property credited to the Pre-funded Collateral Account may only be paid, distributed, applied, invested and released as set forth in this Section 1.03 and Section 5.06 , or if an Event of Default has occurred and is continuing and the maturity of the Notes has been and remains accelerated, in accordance with Section 4.02 .

     (b)  Aircraft Closing . On and subject to the terms and conditions of Article VII , the Company agrees to subject each Eligible Aircraft to the Lien of the Aircraft Security Agreement on or prior to the Cut-Off Date (each such transaction with respect to an Eligible Aircraft, an “ Aircraft Closing ”). The Company shall select a date on or before the Cut-Off Date for the Aircraft Closing with respect to each Eligible Aircraft (the date such Aircraft Closing occurs, the “ Aircraft Closing Date ”). Each Aircraft Closing shall take place at the offices of Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York or such other place as the parties shall agree.

     (c)  Aircraft Security Agreement and Aircraft Security Agreement Supplements; Etc . On the Aircraft Closing Date for the first Aircraft Closing, the Trustee shall appoint U.S. Bank as Security Agent with respect to the Aircraft Security Agreement, and the Company, the Trustee, the Security Agent and, to the extent expressly stated therein, U.S. Bank, shall execute and deliver the Aircraft Security Agreement substantially in the form attached hereto as Exhibit A . With respect to each Aircraft Closing, subject to the satisfaction of the conditions precedent in Section 7.01 , the Trustee shall, and shall cause the Security Agent to, execute and deliver the applicable Aircraft Security Agreement Supplement and to take the actions contemplated by this Indenture and the Aircraft Security Agreement with respect to such Aircraft Closing.

     (d)  Release of Pre-funded Cash Collateral Amounts following an Aircraft Closing . Promptly following any Aircraft Closing with respect to any Eligible Aircraft and provided that no Event of Default has occurred and is continuing, the Trustee shall release from the Lien of this Indenture the Pre-funded Cash Collateral Amount with respect to such Eligible Aircraft and pay over and distribute such amount to the Company from the amounts held in the Pre-funded Collateral Account.

     (e)  Release of Investment Earnings; Etc . As soon as Aircraft Closings shall have occurred with respect to all of the Eligible Aircraft and no Event of Default shall have occurred and be continuing, the Trustee shall promptly release from the Lien of this Indenture all investment earnings, interest and other amounts and property credited to the Pre-funded Collateral Account and pay over and distribute such amounts and property to

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the Company. If the Cut-Off Date has occurred and an Aircraft Closing has not occurred with respect to one or more of the Eligible Aircraft, promptly following the Company’s satisfaction of its obligations in Section 2.19(a) or Section 2.19(b) , as applicable, with respect to each Eligible Aircraft that has not been the subject of an Aircraft Closing and provided that no Event of Default has occurred and is continuing, the Trustee shall promptly release from the Lien of this Indenture any Pre-funded Cash Collateral Amounts relating to any Eligible Aircraft (not previously paid over and distributed to the Company) and all investment earnings, interest and other amounts and property credited to the Pre-funded Collateral Account and pay over and distribute such amounts and property to the Company. If the Company has satisfied its obligations in Section 2.20 of this Indenture with respect to a redemption of all the Notes, the Trustee shall promptly release from the Lien of this Indenture any Pre-funded Cash Collateral Amount (not previously paid over and distributed to the Company), all investment earnings, interest and other amounts and property credited to the Pre-funded Collateral Account and pay over and distribute such amounts and property to the Company.

     (f)  No Further Action by Noteholders Required . By its acceptance of the Notes, each Noteholder shall be deemed to have agreed to the actions to be taken by the Trustee pursuant to this Section 1.03 and no further notice to, consent of, or other action by, any Noteholder shall be required for the taking of any such action by the Trustee.

ARTICLE II

THE NOTES

     Section 2.01. Title, Form, Denomination and Execution of the Notes .

     (a)  General . The Initial Notes shall be known as the “ Initial 13.0% 2009-2 Secured Notes due 2016 ” and the Exchange Notes shall be known as the “ Exchange 13.0% 2009-2 Secured Notes due 2016 ”, in each case, of the Company. Each Note shall be substantially in the form set forth as Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable laws, rules or regulations or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Company or the Officer executing the Notes, as evidenced by the Company’s or the Officer’s execution of the Notes.

     (b)  Registered Form; Minimum Denominations; Aggregate Principal Amount . The Initial Notes shall be issued only in fully registered form without coupons and only in denominations of $250,000 or integral multiples of $1,000 in excess thereof, except that, if necessary to enable the issuance of Initial Notes delivered to a Noteholder upon registration of transfer of, or in exchange for, or in lieu of, its entire holding of Notes

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pursuant to Section 2.01(d) , Section 2.04 , Section 2.05(b) , Section 2.06 , Section 2.12 , Section 2.14 , Section 2.26 , Section 4.08 or Section 12.05 hereof, one Initial Note may be issued in a denomination of less than $250,000. The Exchange Notes shall be issued only in fully registered form without coupons and only in minimum denominations of $2,000 (or such other denomination that is the lowest integral multiple of $1,000 that is, at the time of original issuance of the Exchange Notes, equal to at least 1,000 euros), except that, if necessary to enable the issuance of Exchange Notes delivered to a Noteholder upon registration of transfer of, or in exchange for, or in lieu of, its entire holding of Notes pursuant to Section 2.04 , Section 2.05(b) , Section 2.12 , Section 2.14 , Section 2.26 , Section 4.08 or Section 12.05 hereof, one Exchange Note may be issued in a denomination of less than $2,000. Each Note shall be dated the date of its authentication. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is limited to $276,400,000, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.01(d) , Section 2.04 , Section 2.05(b) , Section 2.06 , Section 2.12 , Section 2.14 , Section 2.26 , Section 4.08 or Section 12.05 hereof.

     (c)  Restricted Global Notes . The Initial Notes offered and sold in reliance on Rule 144A shall be issued, and will only be available in the form of one or more global Notes substantially in the form of Exhibit B hereto with such applicable legends as are provided for in Section 2.02 hereof (each, a “ Restricted Global Note ”) duly executed by the Company and duly authenticated by the Trustee as herein provided. The Restricted Global Notes shall be in definitive, fully registered form without interest coupons and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Restricted Global Note, as provided in Section 2.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Restricted Global Note.

     (d)  Regulation S Global Notes . The Initial Notes offered and sold outside the United States in reliance on Regulation S shall be issued, and will only be available, in the form of one or more temporary global Notes substantially in the form of Exhibit B hereto with such applicable legends as are provided for in Section 2.02 hereof (each, a “ Temporary Regulation S Global Note ”) duly executed by the Company and duly authenticated by the Trustee as herein provided. Following the Restricted Period (as defined below), beneficial interests in each Temporary Regulation S Global Note may be exchanged in accordance with Sections 2.04 , 2.05 , and 2.06 hereof for beneficial interests in one or more permanent global Notes, substantially in the form of Exhibit B hereto (each, a “ Permanent Regulation S Global Note ”). The Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes are sometimes collectively referred to herein as the “ Regulation S Global Notes ”. The Regulation S Global Notes shall be in

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definitive, fully registered form without interest coupons and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. As used herein, the term “ Restricted Period ”, with respect to beneficial ownership in the Regulation S Global Notes offered and sold in reliance on Regulation S, means the period of 40 consecutive days beginning on and including the later to occur of ( i ) the date of the first offering of the applicable Notes to Persons other than distributors (as defined in Regulation S) in reliance on Regulation S, and ( ii ) the Issuance Date. Simultaneously with the authentication of a Permanent Regulation S Global Note, the Trustee shall ( i ) reflect on its books and records: ( A ) the date of the exchange from the related Temporary Regulation S Global Note; ( B ) an increase in the principal amount of such Permanent Regulation S Global Note in an amount equal to the principal amount of the Temporary Regulation S Global Note being exchanged; and ( C ) a decrease, by the same amount, in the principal amount of such Temporary Regulation S Global Note; and ( ii ) cancel such Temporary Regulation S Global Note. The aggregate principal amount of any Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC for such Regulation S Global Note, as provided in Section 2.06 hereof, which adjustments shall be conclusive as to the aggregate principal amount of any such Regulation S Global Note. The Restricted Global Notes and the Regulation S Global Notes are sometimes collectively referred to herein as the “ Global Initial Notes ”.

     (e)  Restricted Definitive Notes . The Initial Notes offered and sold to any Institutional Accredited Investor that is not a QIB in a transaction exempt from registration under the Securities Act (and other than as described in Section 2.01(d) hereof) shall be issued substantially in the form of Exhibit B hereto in definitive, fully registered form without interest coupons with such applicable legends as are provided for in Section 2.02 hereof (the “ Restricted Definitive Notes ”) duly executed by the Company and duly authenticated by the Trustee as herein provided.

     (f)  Global Exchange Notes . The Exchange Notes shall be issued in the form of one or more global Notes substantially in the form of Exhibit B hereto (each, a “ Global Exchange Note ” and together with the Global Initial Notes, the “ Global Notes ”), except that ( i ) the Restricted Legend shall be omitted and ( ii ) the Exchange Notes shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit B hereto relating to the nature of the Exchange Notes as the Officer of the Company executing such Exchange Notes on behalf of the Company may determine, as evidenced by such Officer’s execution on behalf of the Company of such Exchange Notes. The Global Exchange Notes shall be in definitive, fully registered form without interest coupons and be registered in the name of DTC and deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, and shall be duly authenticated by the Trustee as provided herein. The aggregate principal amount of any Global Exchange Note may from time to time be increased or decreased by adjustments

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made on the records of the Trustee, as custodian for DTC for such Global Exchange Note, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Note. Subject to clauses (i) and (ii) of the first sentence of this Section 2.01(f) , the terms hereof applicable to the Global Initial Notes shall apply to the Global Exchange Notes, mutatis mutandis , unless the context otherwise requires. Except as provided in Section 2.05(b) hereof, following the Exchange Offer, beneficial interests in an Exchange Note may only be held in the form of a Global Exchange Note.

     (g)  Definitive Notes Issued in Exchange for Global Notes . Any Note issued pursuant to Section 2.05(b) hereof in exchange for beneficial interests in a Restricted Global Note, a Regulation S Global Note or a Global Exchange Note (respectively, a “ Definitive Initial Note ”, a “ Regulation S Definitive Note ”, and a “ Definitive Exchange Note ”; and collectively, together with the Restricted Definitive Notes, the “ Definitive Notes ”) shall be issued substantially in the form of Exhibit B hereto in definitive, fully registered form without interest coupons (bearing the Restricted Legend, if applicable, pursuant to Section 2.05(e) or Section 2.05(f) ) duly executed by the Company and duly authenticated by the Trustee as herein provided.

     (h)  Manner of Production . The Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the Officer executing such Notes, as evidenced by such Officer’s execution of such Notes.

     (i)  Signing the Notes . The Notes shall be signed for the Company by the manual or facsimile signatures of an Officer. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

     (j)  “Institutional Accredited Investor” Encompasses any American Entity . For all purposes of this Indenture, the Notes (including the Restricted Legend) and the other Operative Documents, and notwithstanding anything to the contrary set forth herein or therein, where the context so requires, the term “Institutional Accredited Investor” shall be deemed to encompass any American Entity.

     Section 2.02. Restrictive Legends . All Initial Notes issued pursuant to this Indenture shall be “ Restricted Notes ” and shall bear a legend to the following effect (the “ Restricted Legend ”), except as provided in Section 2.06 hereof or unless the Company and the Trustee determine otherwise consistent with applicable law:

     “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND, ACCORDINGLY, MAY NOT BE

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OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: ( 1 ) REPRESENTS THAT ( A ) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), ( B ) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “ INSTITUTIONAL ACCREDITED INVESTOR ”) OR ( C ) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; ( 2 ) AGREES THAT IT WILL NOT PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITIES UNDER RULE 144(d) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER (EACH A “ TRANSFER ”) THIS SECURITY EXCEPT: ( I ) ( A ) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, ( B ) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING $250,000 OR MORE AGGREGATE PRINCIPAL AMOUNT OF SUCH SECURITIES THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), ( C ) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, ( D ) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), ( E ) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER) OR ( F ) TO AMERICAN AIRLINES, INC. OR ANY SUBSIDIARY THEREOF; AND ( II ) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER APPLICABLE JURISDICTIONS; ( 3 ) AGREES THAT PRIOR TO ANY TRANSFER PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD REFERRED TO IN CLAUSE (2) ABOVE (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(I)(E) ABOVE), IT WILL FURNISH TO THE TRUSTEE, THE REGISTRAR AND AMERICAN AIRLINES, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS

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BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND ( 4 ) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE SECURITIES UNDER RULE 144(d) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH BELOW ON THIS SECURITY RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS SECURITY TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE SECURITIES PURSUANT TO CLAUSE (2)(I)(E) ABOVE OR UPON ANY TRANSFER OF THE SECURITIES UNDER RULE 144(d) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING RESTRICTIONS.”

     Each Note shall bear the following ERISA legend:

     “BY ITS ACQUISITION OR ACCEPTANCE HEREOF OR ANY INTEREST HEREIN, THE HOLDER HEREOF OR OF SUCH INTEREST REPRESENTS THAT EITHER: ( A ) NO ASSETS OF ( I ) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”), ( II ) A PLAN DESCRIBED IN SECTION 4975(E)(I) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”), ( III ) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN, OR ( IV ) A FOREIGN, GOVERNMENTAL OR CHURCH PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, OR FOREIGN LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“ SIMILAR LAW ”), HAVE BEEN USED TO ACQUIRE THIS SECURITY OR ANY INTEREST HEREIN; OR ( B ) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN BY THE HOLDER ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR ANY SIMILAR

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PROVISION OF SIMILAR LAW, AS APPLICABLE, PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS.”

     Each Global Note shall bear the following legend on the face thereof:

     “UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“ DTC ”), TO AMERICAN AIRLINES, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IN EXCHANGE FOR THIS SECURITY IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 2.04, 2.05 AND 2.06 OF THE INDENTURE REFERRED TO HEREIN.”

     Each Regulation S Global Note shall bear the following legend during the Restricted Period (the “ Regulation S Restricted Period Legend ”):

     “EXCEPT AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN), BENEFICIAL OWNERSHIP INTERESTS IN THIS SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY UNTIL THE EXPIRATION OF THE “ 40 DAY DISTRIBUTION COMPLIANCE PERIOD ” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT). DURING SUCH 40 DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED TO, OR FOR THE ACCOUNT OR BENEFIT OF, A “U.S. PERSON” (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT IN

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COMPLIANCE WITH RULE 144A AND REGULATION S UNDER THE SECURITIES ACT AND WITH ARTICLE II OF THE INDENTURE REFERRED TO HEREIN.”

     Section 2.03. Authentication of Notes .

     (a)  Authentication Order and Authentication Agent . Subject to the limits set forth herein, the Trustee shall authenticate and deliver Notes for original issue upon written order of the Company signed by an Officer. The order shall specify the amount of Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated, and shall provide instructions with respect to the delivery thereof.

     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An authenticating agent may authenticate the applicable Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or any Affiliate of the Company.

     (b)  Certificate of Authentication . No Note shall be secured by or entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee (or by an authenticating agent appointed by the Trustee in accordance with Section 2.03(a) , as applicable) by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

     Section 2.04. Transfer and Exchange . All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Company, evidencing the same interest therein, and entitled to the same security and benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

     A Noteholder may transfer a Note, or request that a Note be exchanged for Notes (including, subject to the proviso to this sentence, Exchange Notes) in authorized denominations and in an aggregate principal amount equal to the principal amount of such Note surrendered for exchange of other authorized denominations, by surrender of such Note to the Trustee with the form of transfer notice thereon duly completed and executed, and otherwise complying with the terms of this Indenture and of such Note, including providing evidence of compliance with any restrictions on transfer, in form satisfactory to the Company, the Trustee and the Registrar; provided that exchanges of Initial Notes for Exchange Notes shall occur only after the Exchange Offer Registration Statement shall have been declared effective by the SEC (notice of which shall be provided to the Trustee by the Company) and otherwise only in accordance with the

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terms of the Exchange Offer. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Noteholder only upon, final acceptance and registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer of a Note by a Noteholder as provided herein, the Company, the Registrar, the Paying Agent, each other Agent (if any) and the Trustee shall deem and treat the Person in whose name the Note is registered on the Register as the absolute owner and holder thereof for the purpose of receiving payment of all amounts payable with respect to such Note and for all other purposes, and none of the Company, the Registrar, the Paying Agent, each other Agent (if any) or the Trustee shall be affected by any notice to the contrary. Furthermore, the Company understands that, under the rules and procedures followed by DTC, transfers of beneficial interests in any Global Note may be effected only through a book-entry system maintained by DTC (or its agent) and that ownership of a beneficial interest in the applicable Note shall be required to be reflected in a book-entry. When Notes are presented to the Registrar with a request to register the transfer thereof or to exchange them for other authorized denominations of a Note in a principal amount equal to the aggregate principal amount of such Notes surrendered for exchange, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met.

     To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Company shall execute, and the Trustee shall authenticate, Notes at the Registrar’s request. No service charge shall be made to a Noteholder for any registration of transfer or exchange of such Notes, but the Company may require payment of a sum sufficient to cover any Tax or governmental charge that may be imposed in connection with any transfer or exchange of such Notes. All Notes surrendered for registration of transfer or exchange shall be cancelled and subsequently destroyed by the Trustee.

     Section 2.05. Book-Entry Provisions .

     (a)  General . Members of, or participants in, DTC (“ Agent Members ”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Company, the Trustee and any agent of the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or shall impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note. Upon the issuance of any Global Note, the Registrar or its duly appointed agent shall record DTC as the registered holder of such Global Note. Owners of a beneficial interest in any Global Note must exercise any rights in respect of such beneficial interest in accordance with the rules and procedures of DTC, in each case to the extent applicable to such transaction and as in effect from time to time.

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     (b)  Transfers of an Entire Global Note . Transfers of any Global Note shall be limited to transfers of such Global Note in whole, but not in part, to DTC. Beneficial interests in any Global Note may be transferred in accordance with the rules and procedures of DTC and the provisions of Sections 2.04 and 2.06 hereof. Beneficial interests in a Global Note shall be delivered to all beneficial owners thereof in the form of Definitive Notes corresponding to such Global Note, if: ( i ) DTC ( A ) notifies the Company that it is unwilling or unable to continue as depository with respect to such Global Note or ( B ) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company thereupon fails to appoint a successor depository; ( ii ) the Company, at its option, notifies the Trustee in writing that the Company is electing to issue Definitive Notes; or ( iii ) an Event of Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from DTC or from the holders of not less than a majority in beneficial interest of the principal amount of such Global Note to issue Definitive Notes.

     (c)  Transfer of Beneficial Interests . Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note will, upon such transfer, cease to be an interest in the original Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

     (d)  Surrender of a Global Note and Execution of Definitive Notes . In connection with the transfer of an entire Global Note to the beneficial owners thereof pursuant to Section 2.05(b) , such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate, to each beneficial owner in exchange for such owner’s beneficial interest in such Global Note an equal aggregate principal amount of Definitive Notes (in the form of Definitive Note corresponding to such Global Note) of authorized denominations, in each case as such owner and related aggregate principal amount have been identified and otherwise set forth (together with such other information as may be required for the registration of such Definitive Notes) in registration instructions that shall have been delivered by or on behalf of DTC to the Trustee. The Company, the Registrar, the Paying Agent and the Trustee ( i ) shall not be liable for any delay in delivery of such instructions and ( ii ) may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Notes, the Company and the Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Noteholders hereunder.

     (e)  Restricted Legend on Definitive Initial Notes . Any Definitive Initial Note delivered in exchange for an interest in a Restricted Global Note pursuant to Section 2.05(b) hereof shall, except as otherwise provided by Section 2.06(e) hereof, bear the Restricted Legend.

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     (f)  Restricted Legend on Regulation S Definitive Notes . Any Regulation S Definitive Note delivered in exchange for an interest in a Regulation S Global Note pursuant to Section 2.05(b) hereof shall, except as otherwise provided by Section 2.06(e) , bear the Restricted Legend.

     (g)  DTC May Grant Proxies, Etc . So long as DTC is the registered holder of any Global Note, DTC may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Noteholder is entitled to take under this Indenture or the applicable Notes.

     (h)  Inability to Locate a Qualified Successor Clearing Agency . Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor clearing agency.

     (i)  Records and Rules . Neither the Company nor the Trustee nor any Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any Global Note held by DTC, or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests or for the performance by DTC or any Agent Member of its respective obligations under the rules, regulations, and procedures creating and affecting DTC and its operations or any other statutory, regulatory, contractual, or customary procedures governing their operations.

     Section 2.06. Special Transfer Provisions . Unless and until ( i ) an Initial Note is sold under an effective Shelf Registration Statement, or ( ii ) an Initial Note is exchanged for an Exchange Note pursuant to an effective Exchange Offer Registration Statement, in each case pursuant to the terms of the Registration Rights Agreement, the following provisions shall apply to such Initial Note:

     (a)  Transfers to Non-QIB Institutional Accredited Investors . The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Note to any Institutional Accredited Investor that is neither a QIB nor a Non-U.S. Person:

     (i) the Registrar shall register the transfer of any Initial Note (whether or not bearing the Restricted Legend), only if ( A ) the requested transfer occurs after the expiration of the holding period applicable to sales of the Notes under Rule 144(d) under the Securities Act, or ( B ) ( 1 ) the proposed transferee has delivered to the Registrar a letter substantially in the form of Exhibit C hereto, and ( 2 ) the aggregate principal amount of the Notes being transferred is at least $250,000, and, in the case of clause (A) or (B) of this Section 2.06(a)(i) , the proposed transferor shall have furnished to the Trustee and, if requested, to the Company, such certifications, legal opinions or other information as the Trustee

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or the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Except as provided in the foregoing sentence, the Registrar shall not register the transfer of any Note to any Institutional Accredited Investor that is neither a QIB nor a Non-U.S. Person; and

     (ii) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Initial Note, upon receipt by the Registrar, the Trustee and the Company, as applicable, of ( A ) the documents, if any, required by Section 2.06(a)(i) and ( B ) instructions given in accordance with DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of the transfer and a decrease in the principal amount of such Global Initial Note in an amount equal to the principal amount of the beneficial interest in such Global Initial Note to be transferred, and the Company shall execute and the Trustee shall authenticate and deliver to the transferor or at its direction, one or more Restricted Definitive Notes of like tenor and amount.

     (b)  Transfers to QIBs . The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Note to a QIB (excluding transfers to Non-U.S. Persons):

     (i) if the Note to be transferred consists of a Restricted Definitive Note or an interest in any Regulation S Global Note during the Restricted Period, the Registrar shall register the transfer if such transfer is being made in compliance with all other applicable requirements of this Indenture and by a proposed transferor who has checked the box provided for on the form of Initial Note stating, or has otherwise certified to the Company, the Trustee and the Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Initial Note stating, or has otherwise certified to the Company, the Trustee and the Registrar in writing, that it is purchasing the Initial Note for its own account or an account with respect to which it exercises sole investment discretion and that it, and the Person on whose behalf it is acting with respect to any such account, is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and

     (ii) upon receipt by the Registrar of the documents required by clause (i) of this Section 2.06(b) and instructions given in accordance with DTC’s and the Registrar’s procedures therefor, ( A ) in the case of transfer of an interest in a

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Restricted Definitive Note, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Restricted Global Note in an amount equal to the principal amount of the interests in such Restricted Definitive Note being transferred, and the Trustee shall cancel such Restricted Definitive Note (and, if applicable, the Company shall prepare and execute and the Trustee shall authenticate and deliver to the transferor a new Restricted Definitive Note of the same tenor and form in an amount equal to the balance of the original Restricted Definitive Note not so transferred); or ( B ) in the case of a transfer of a beneficial interest in a Regulation S Global Note, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Restricted Global Note in an amount equal to the principal amount of the beneficial interest in such Regulation S Global Note being transferred, and the Trustee shall decrease, by the same amount, the amount of such Regulation S Global Note; and

     (iii) in the case of a transfer of beneficial interest in a Restricted Global Note, the Registrar shall reflect the transfer on its books and records in accordance with DTC’s and the Registrar’s procedures therefor, if and to the extent so required in accordance with such procedures.

     (c)  Transfers of Interests in the Temporary Regulation S Global Notes . Until the expiration of the Restricted Period, a beneficial owner of an interest in a Temporary Regulation S Global Note shall not be permitted to exchange such interest for a Definitive Note or for a beneficial interest in a Permanent Regulation S Global Note.

     (d)  Transfers to Non-U.S. Persons at Any Time . The following provisions shall apply with respect to any registration of any transfer of an Initial Note to a Non-U.S. Person:

     (i) Prior to the expiration of the Restricted Period, the Registrar shall register any proposed transfer of an Initial Note to a Non-U.S. Person upon receipt of a certificate substantially in the form set forth as Exhibit D hereto from the proposed transferor.

     (ii) After the expiration of the Restricted Period, the Registrar shall register any proposed transfer to any Non-U.S. Person if the Initial Note to be transferred is a Restricted Definitive Note or an interest in a Restricted Global Note, upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor. The Registrar shall promptly send a copy of such certificate to the Company.

     (iii) Upon receipt by the Registrar of ( A ) the documents, if any, required by clause (i) or (ii) of this Section 2.06(d) and ( B ) instructions in

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accordance with DTC’s and the Registrar’s procedures, ( I ) in the case of transfer of an interest in a Restricted Definitive Note, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Regulation S Global Note in an amount equal to the principal amount of the interests in such Restricted Definitive Note being transferred, and the Trustee shall cancel such Restricted Definitive Note (and, if applicable, the Company shall prepare and execute and the Trustee shall authenticate and deliver to the transferor a new Restricted Definitive Note of the same tenor and form in an amount equal to the balance of the original Restricted Definitive Note not so transferred); or ( II ) in the case of a transfer of a beneficial interest in a Restricted Global Note, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of a Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in such Restricted Global Note being transferred, and the Trustee shall decrease, by the same amount, the amount of such Restricted Global Note.

     (iv) In the case of a transfer of a beneficial interest in a Regulation S Global Note, the Registrar shall reflect the transfer on its books and records in accordance with DTC’s and the Registrar’s procedures therefor, if and to the extent so required in accordance with such procedures.

     (e)  Restricted Legend . Upon the transfer, exchange or replacement of Notes not bearing the Restricted Legend, the Registrar shall deliver Notes that do not bear the Restricted Legend. Upon the transfer, exchange or replacement of Notes bearing the Restricted Legend, the Registrar shall deliver only Notes that bear the Restricted Legend unless there is delivered to the Trustee and, if requested, to the Company, such certifications, legal opinions or other information as the Trustee or the Company may reasonably require to confirm that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

     (f)  General . By acceptance of any Note bearing the Restricted Legend, each Noteholder of such Note acknowledges the restrictions on transfer of such Note set forth in such Restricted Legend and otherwise in this Indenture and agrees that it will transfer such Note only as provided in such Restricted Legend and otherwise in this Indenture. Notwithstanding any other provision set forth in any Operative Document, the Registrar shall not register a transfer of any Note or beneficial interest therein unless such transfer complies with the restrictions on transfer, if any, of such Note set forth in such Restricted Legend and otherwise in this Indenture. In connection with any transfer of Notes or beneficial interest therein, each Noteholder agrees by its acceptance of the Notes to furnish the Company, the Registrar or the Trustee such certifications, legal opinions or other information as any of them may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the

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registration requirements of the Securities Act and in accordance with the terms and provisions of this Article II ; provided that the Registrar shall not be required to determine the sufficiency of any such certifications, legal opinions or other information.

     Until such time as no Notes remain Outstanding, the Registrar shall retain copies of all letters, notices and other written communications received pursuant to Article II hereof with respect to Notes. The Company and the Trustee, if not the Registrar at such time, each shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

     Section 2.07. Terms of Notes .

     (a)  Maturity and Debt Rate . Each Note shall have the Maturity Date specified in Schedule I , and each Note shall bear interest at the Debt Rate calculated on the basis of a year of 360 days comprised of twelve 30-day months, payable in arrears on each Payment Date on the unpaid principal amount thereof from time to time outstanding from the most recent Payment Date to which interest has been paid or duly provided for (or, if no interest has been so paid or provided for, from the Issuance Date) until such principal amount is paid in full.

     (b)  Amortization . The principal amount of each Note shall be payable in installments on the Payment Dates set forth in Schedule I to such Note, each such installment, if any, to be in an amount computed by multiplying the original principal amount of such Note by the corresponding percentage set forth in Schedule II hereto, which shall be attached as Schedule I to such Note, opposite the Payment Date on which such installment is due; provided that ( i ) the aggregate amounts of such installments for all Notes shall be reduced by the Allocable Portion of Scheduled Principal Payment for each Eligible Aircraft or Aircraft with respect to which there has been a redemption pursuant to Section 2.19 hereof set forth on Schedule III hereto opposite the applicable Allocation Dates which are Payment Dates on which such installments are due; and ( ii ) the amount of the principal installment payable on each Note for each Payment Date following any such redemption, determined in accordance with the applicable percentage set forth in Schedule II hereto, shall be reduced by an amount determined by multiplying the aggregate amount of the reduction of the installment payable on such Payment Date for all Notes, determined in accordance with clause (i) of this sentence, by a fraction the numerator of which shall be the outstanding principal amount of such Note and the denominator of which shall be the aggregate outstanding principal amount of all Notes. Within 15 days following any such redemption with respect to an Eligible Aircraft or Aircraft, the Trustee shall furnish to the Noteholders a statement listing the aggregate amounts of such installments for all Notes payable on Payment Dates subsequent to such redemption, giving effect to all applicable reductions described in the preceding sentence. Notwithstanding the foregoing, the final payment made under each Note shall be in an

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amount sufficient to discharge in full the unpaid principal amount and all accrued and unpaid interest on, and any other amounts due under, such Note.

     (c)  Interest on Overdue Amounts . Each Note shall bear interest, payable on demand, at the Past Due Rate (and not at the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue under an Note if not paid in the manner provided therein or in this Indenture when due (whether at stated maturity, by acceleration or otherwise).

     (d)  Business Day Payment Convention . Notwithstanding anything to the contrary contained herein, if any date on which a payment hereunder or under any Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date.

     Section 2.08. Registrar and Paying Agent . The Company shall maintain an office or agency where Notes eligible for transfer or exchange may be presented for registration of transfer or for exchange (“ Registrar ”) and an office or agency where Notes may be presented for payment (“ Paying Agent ”). The Registrar shall keep a register of the Notes and of their transfer and exchange (“ Register ”). Such Register shall be in written form in the English language. At all reasonable times such Register shall be open for inspection by the Trustee and the Company. Without limiting any of the foregoing, the Registrar shall promptly furnish to the Company, upon request, such information and copies of such documents as are necessary for the Company to comply with the second sentence of Section 2.11 . The Company may have one or more co-Registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent.

     The Company may enter into an appropriate agency agreement with any Agent not appointed pursuant to the last sentence of this Section 2.08 . The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such.

     The Company initially appoints U.S. Bank as Registrar and Paying Agent, and U.S. Bank hereby accepts each such appointment.

     Section 2.09. Paying Agent to Hold Payments in Trust . Each Paying Agent shall hold all Payments made available to, or deposited with, such Paying Agent in such

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capacity in trust for the benefit of the Persons entitled thereto until such Payments shall be paid to such Persons or otherwise disposed of as herein provided. The Paying Agent shall notify the Trustee of any failure by the Company to make any payment of the principal of, interest on, or Make-Whole Amount, if any, with respect to the Notes when the same shall be due and payable. The Company at any time may require any Paying Agent to pay all Payments held by it to the Trustee and account for any funds disbursed and the Trustee may at any time during the continuance of any Payment Default, upon written request to any Paying Agent, require such Paying Agent to pay all Payments held by it to the Trustee and to account for any Payments distributed. Upon doing so, the Paying Agent shall have no further liability for the Payments.

     The Paying Agent shall exclude and withhold at the appropriate rate from each payment of principal of, interest on, Make-Whole Amount, if any, and other amounts due hereunder or under each Note (and any such exclusion and withholding shall constitute payment of such amounts payable hereunder or in respect of such Note, as applicable) any and all withholding Taxes applicable thereto as required by law. The Paying Agent agrees to act as such withholding agent and, in connection therewith, whenever any present or future Taxes are required to be withheld with respect to any amounts payable hereunder or in respect of any Note, to withhold such amounts (which withholding shall constitute payment of such amounts payable hereunder or in respect of such Note, as applicable) and timely pay the same to the appropriate authority in the name of and on behalf of the Noteholders, that it will file any necessary withholding Tax returns or statements when due, and that as promptly as possible after the payment thereof it will deliver to each affected Noteholder (with a copy to the Company) appropriate receipts showing the payment thereof, together with such additional documentary evidence as any such affected Noteholder may reasonably request from time to time. The Paying Agent agrees to file any other information reports as it may be required to file under United States law.

     The Company will cause each Paying Agent (other than the Trustee and the initial Paying Agent appointed pursuant to the last sentence of Section 2.08 ) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 2.09 , that such Paying Agent will:

     (a) hold all Payments made available to, or deposited with, such Paying Agent in such capacity in trust for the benefit of the Persons entitled thereto until such Payments shall be paid to such Persons or otherwise disposed of as herein provided;

     (b) promptly give the Trustee notice of any failure by the Company to make any payment of the principal of, interest on, or Make-Whole Amount, if any, with respect to, the Notes when the same shall be due and payable; and

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     (c) at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all Payments so held in trust by such Paying Agent and account for any Payments distributed.

     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, direct any Paying Agent to pay to the Trustee all Payments held in trust by such Paying Agent, such Payments to be held by the Trustee upon the same trusts as those upon which such Payments were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such Payments held by it as Paying Agent.

     Any Payments made available to, or deposited with, the Trustee or any Paying Agent and held in trust for the payment of principal of, interest on, Make-Whole Amount (if any) with respect to, or redemption price in respect of, any Note and unclaimed for two years after such principal, interest, Make-Whole Amount (if any), or such redemption price, as applicable, has become due and payable shall be paid to the Company on its request, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, and the Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof and all liability of the Trustee or such Paying Agent with regard to such Payments shall thereupon cease.

     Section 2.10. Record Dates . Subject to Section 4.08 , the Person in whose name any Note is registered at the close of business on any Record Date with respect to any Payment Date shall be entitled to receive the interest and installment of principal, determined in accordance with Section 2.07 hereof, payable on such Payment Date to the extent provided by such Note, except if and to the extent the Company shall default in the payment of any interest or installment of principal due on such Payment Date and such defaulted interest or installment of principal is not received by the Trustee on or within five days after the Payment Date relating thereto, in which case any defaulted interest or installment of principal to be paid to the Noteholders pursuant to Section 2.07 hereof shall be paid to the Person in whose name the Outstanding Note is registered at the close of business on the subsequent record date (which shall be not less than five Business Days prior to the date of payment of such defaulted interest or installment of principal) established by notice given by mail by or on behalf of the Company to the Trustee not less than fifteen days preceding such subsequent record date (a “ Special Record Date ”) pursuant to the immediately following sentence. At least fifteen days before the Special Record Date, the Company shall deliver a written notice to the Trustee and the Paying Agent stating the Special Record Date and the amount of defaulted interest or installment of principal, as applicable, to be paid on such Special Record Date. The Trustee shall promptly (but in no event later than 10 days prior to such Special Record Date) deliver a copy of such notice to each Noteholder.

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     Section 2.11. Noteholder Lists . The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders. If the Trustee is not the Registrar, the Company will cause the Registrar to furnish to the Trustee on or before each Record Date or other record date established hereunder and at such other times as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders.

     Section 2.12. Mutilated, Defaced, Destroyed, Lost and Stolen Notes . In case any temporary or definitive Note shall become mutilated or defaced or be destroyed, lost or stolen, subject to compliance with the following sentence, the Company shall execute, and the Trustee shall authenticate and deliver, a new Note, bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated or defaced Note, or in lieu of and substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substitute Note shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as may be required by them to indemnify and defend and to save each of them harmless from all risks, however remote, and, in every case of destruction, loss or theft, evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

     Upon the issuance of any substitute Note pursuant to the preceding paragraph, the Company may require the payment of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. In case any Note which has matured or is about to mature, shall become mutilated or defaced or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Note, pay or authorize the payment of such Note (without surrender of such Note except in the case of a mutilated or defaced Note), as applicable, if the applicant for such payment shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as any of them may require to save each of them harmless from all risks, however remote, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee and any agent of the Company or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.

     Every substitute Note issued pursuant to the provisions of this Section 2.12 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone and shall be entitled to all the benefits of (but shall also be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Notes duly authenticated and delivered hereunder. Every substitute Note issued pursuant to the provisions of this Section 2.12 by virtue of the fact that any Note is mutilated or defaced shall constitute an additional contractual

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obligation of the Company and shall be entitled to all the benefits of (but shall also be subject to all the limitations of rights set forth in) this Indenture equally and proportionately with any and all other Notes duly authenticated and delivered hereunder. All Notes shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated or defaced or destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

     Section 2.13. Treasury Notes . The Company and any American Entity may acquire, tender for, purchase, own, hold, become the pledgee of and otherwise deal with any Note. In determining whether the Noteholders of the required principal amount of Notes have given or concurred in any amendment, request, demand, authorization, direction, notice, consent, modification or waiver under this Indenture or any other Operative Document, Notes owned by any American Entity shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that, for the purposes of determining whether the Trustee shall be protected in relying on any such amendment, request, demand, authorization, direction, notice, consent, modification, or waiver, only Notes which the Trustee knows are so owned shall be so disregarded; provided that if 100% of the principal amount of the Notes are owned by American Entities, Notes so owned shall not be so disregarded and deemed to be not Outstanding. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee that neither the Company nor any Affiliate of the Company is an Affiliate of the pledgee and that the pledgee has the present right (subject to no contrary obligation or understanding) so to act with respect to the Notes as a Noteholder independently of any direction by or interest of the Company or any of its Affiliates. In case of a dispute as to such right, the Trustee in good faith shall be entitled to rely upon the advice of counsel, including counsel for the Company. Upon request of the Trustee, the Company shall promptly furnish to the Trustee a certificate of an Officer listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of the Company or any Affiliate of the Company; and subject to Sections 5.01 and 5.02 herein, the Trustee shall be entitled to accept such certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are Outstanding for the purpose of any such determination.

     Section 2.14. Temporary Notes . Until definitive Notes are ready for delivery, the Company may prepare, and, upon written order of the Company, the Trustee shall authenticate, temporary Notes, in any authorized denominations. Temporary Notes shall be substantially of the tenor of the definitive Notes in lieu of which they are issued but may have variations that the Company considers appropriate for temporary Notes.

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Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate and deliver definitive Notes in exchange for temporary Notes. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Indenture as definitive Notes.

     Section 2.15. Cancellation . The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for transfer, exchange, payment or cancellation. The Company may not issue new Notes to replace Notes it has paid or which have been delivered to the Trustee for cancellation. The Trustee shall destroy all canceled Notes and, if requested, deliver a certificate of such destruction to the Company. If the Company shall acquire any of the Notes, such acquisition shall not operate as a satisfaction of the indebtedness represented by such Notes.

     Section 2.16. [ Reserved ].

     Section 2.17. CUSIP Numbers . The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to the Noteholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such “CUSIP” numbers.

     Section 2.18. [ Reserved ].

     Section 2.19. Mandatory Redemption of Notes .

     (a)  Redemption upon Event of Loss with Respect to Eligible Aircraft . If on or prior to the Cut-Off Date an Event of Loss occurs with respect to an Eligible Aircraft that has not been subjected to the Lien of the Aircraft Security Agreement (or an event occurs that would constitute an Event of Loss with respect to such Eligible Aircraft but for the requirement that notices be given or time elapse or both) and, consequently, no Aircraft Closing shall have occurred with respect to such Eligible Aircraft prior to the Cut-Off Date, the Company shall redeem the Notes in part on January 5, 2010 (the “ Cut-Off Redemption Date ”) at a redemption price equal to the sum of ( i ) the Allocable Portion with respect to such Eligible Aircraft as of the Cut-Off Redemption Date, together with all accrued and unpaid interest with respect to such Allocable Portion to (but excluding) the Cut-Off Redemption Date, but without any Make-Whole Amount plus ( ii ) all amounts described in clause “first” of Section 3.02 (in the case of any amounts payable to the Security Agent pursuant to such clause “first”, to the extent the Security Agent has not reimbursed itself for such amounts in accordance with Section 7.05(c) or Section

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7.06(d) of the Aircraft Security Agreement). The redemption price payable for each Note shall be an amount determined by multiplying the amount determined pursuant to clause (i) of the immediately preceding sentence for the aggregate principal amount of Notes to be redeemed, determined in accordance with the immediately preceding sentence, by a fraction the numerator of which shall be the outstanding principal amount of such Note and the denominator of which shall be the aggregate outstanding principal amount of all Notes. Promptly following the Company’s payment of the redemption price, the Trustee shall pay over and distribute to the Company the Pre-funded Cash Collateral Amount with respect to such Eligible Aircraft in accordance with Section 1.03(e) .

     (b)  Other Redemptions with Respect to Eligible Aircraft . If no Aircraft Closing shall have occurred with respect to an Eligible Aircraft on or prior to the Cut-Off Date for a reason other than circumstances provided in Section 2.19(a) , the Company shall redeem the Notes in part on the Cut-Off Redemption Date at a redemption price equal to the sum of ( i ) the Allocable Portion with respect to such Eligible Aircraft as of the Cut-Off Redemption Date, together with all accrued and unpaid interest with respect to such Allocable Portion to (but excluding) the Cut-Off Redemption Date, plus Make-Whole Amount with respect to such Allocable Portion plus ( ii ) all amounts described in clause “first” of Section 3.02 (in the case of any amounts payable to the Security Agent pursuant to such clause “first”, to the extent the Security Agent has not reimbursed itself for such amounts in accordance with Section 7.05(c) or Section 7.06(d) of the Aircraft Security Agreement). The redemption price payable for each Note shall be an amount determined by multiplying the amount determined pursuant to clause (i) of the immediately preceding sentence for the aggregate principal amount of Notes to be redeemed, determined in accordance with the immediately preceding sentence, by a fraction the numerator of which shall be the outstanding principal amount of such Note and the denominator of which shall be the aggregate outstanding principal amount of all Notes. Promptly following the Company’s payment of the redemption price, the Trustee shall pay over and distribute to the Company the Pre-funded Cash Collateral Amount with respect to such Eligible Aircraft in accordance with Section 1.03(e) .

     (c)  Redemption upon Event of Loss with Respect to Airframe . The Company shall redeem the Notes in part in connection with an Event of Loss in respect of any Airframe (or any Airframe and Engines installed thereon) (unless the Company shall have performed the option to substitute a Replacement Airframe for such Airframe set forth in Section 7.05(a)(i) of the Aircraft Security Agreement with respect thereto) on or before the Loss Payment Date with respect to such Airframe that suffered such Event of Loss at a redemption price equal to the sum of ( i ) the Allocable Portion with respect to the Aircraft relating to such Airframe that suffered such Event of Loss as of the date of such redemption, together with all accrued and unpaid interest with respect to such Allocable Portion to (but excluding) the date of redemption, but without any Make-Whole Amount, and all other Secured Obligations relating to such Aircraft owed or then

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due and payable to the Noteholders plus ( ii ) all amounts described in clause “first” of Section 3.02 (in the case of any amounts payable to the Security Agent pursuant to such clause “first”, to the extent the Security Agent has not reimbursed itself for such amounts in accordance with Section 7.05(c) or Section 7.06(d) of the Aircraft Security Agreement). The redemption price payable for each Note shall be an amount determined by multiplying the amount determined pursuant to clause (i) of the immediately preceding sentence for the aggregate principal amount of Notes to be redeemed, determined in accordance with the immediately preceding sentence, by a fraction the numerator of which shall be the outstanding principal amount of such Note and the denominator of which shall be the aggregate outstanding principal amount of all Notes. If any portion of such redemption price is received by the Trustee on or before the applicable redemption date (including, without limitation, pursuant to Section 7.05(c) or Section 7.06(d) of the Aircraft Security Agreement), on such redemption date, the Trustee shall deposit such funds with the Paying Agent pursuant to Section 2.25 .

     Section 2.20. Voluntary Redemption of Notes . All, but not less than all, of the Notes may be redeemed by the Company at any time upon prior notice to the Trustee in accordance with Section 2.21 hereof, and such Notes shall be redeemed in whole at a redemption price equal to 100% of the unpaid principal amount thereof, together with accrued and unpaid interest thereon to (but excluding) the date of redemption and all other Secured Obligations owed or then due and payable to the Noteholders, plus Make-Whole Amount, if any. Promptly following the Company’s payment of the redemption price, the Trustee shall pay over and distribute to the Company any Pre-funded Cash Collateral Amount (not previously paid over and distributed to the Company), all investment earnings, interest and other amounts and property credited to the Pre-funded Collateral Account in accordance with Section 1.03(e) .

     Section 2.21. Redemption Notice to Trustee . If the Company is required to or elects to redeem Notes as provided in Section 2.19 or Section 2.20 hereof, it shall notify the Trustee of the redemption date, the principal amount of Notes called for redemption and all other information needed for the notice of redemption to be given by the Trustee pursuant to Section 2.23 hereof.

     The Company shall give the notice provided for in this Section 2.21 at least ten days (unless a shorter notice shall be satisfactory to the Trustee) prior to the date the Trustee must give notice pursuant to Section 2.23 hereof.

     Section 2.22. Redemptions in Part . If the Notes are to be redeemed in part, the Notes shall be redeemed on a pro rata basis. Provisions of Sections 2.21 , 2.23 , 2.24 and 2.25 that apply to Notes called for redemption also apply to portions of Notes called for redemption, and references to such Notes called for redemption shall also be read as references to such portions of such Notes called for redemption.

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     Section 2.23. Notice of Redemption to Each Noteholder . At least 15 days but not more than 60 days before a redemption date, the Trustee shall mail a notice of redemption to each Noteholder.

     The notice shall identify the Notes and the principal amount thereof called for redemption and shall state:

     (i) the redemption date;

     (ii) the redemption price determined in accordance with Section 2.19(a) , (b) or (c) or Section 2.20 hereof, as applicable;

     (iii) if any Note is being redeemed in part, the portion of the principal amount of such Note called for redemption and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount determined in accordance with clause (ii) of the proviso in Section 2.07(b) will be issued;

     (iv) the name and address of the Paying Agent;

     (v) that Notes, whether being redeemed in whole or in part, must be surrendered to the Paying Agent to collect the redemption price;

     (vi) that, on and after the redemption date, interest ceases to accrue on the principal amount called for redemption and the only remaining right of the Noteholders of Notes called for redemption in respect of such principal amount is to receive payment of the redemption price determined in accordance with Section 2.19(a) , (b) or (c) or Section 2.20 hereof, as applicable;

     (vii) in the case of any redemption in part, that the principal installments payable on Notes called for redemption shall be payable in reduced amounts as set forth in the proviso to Section 2.07(b) ; and

     (viii) any other information the Company wishes to present.

     At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense.

     Section 2.24. Effect of Notice of Redemption . Once a notice of redemption is given, Notes called for redemption become due and payable on the redemption date at the redemption price and, on and after such redemption date (unless the Company shall fail to make the redemption price available to the Trustee or the Paying Agent), with respect to each Note, the principal amount called for redemption shall cease to bear interest and, in the case of any redemption in part, the principal installments shall be payable in reduced amounts as set forth in the proviso to Section 2.07(b) . Notes, whether being

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redeemed in whole or in part, must be surrendered to the Paying Agent to collect the redemption price. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price.

     Section 2.25. Deposit of Redemption Price . On or before 12:30 p.m. (New York City time) on the redemption date, the Company or, if the Trustee has previously received funds in respect of such redemption (including, without limitation, pursuant to Section 7.05(c) or Section 7.06(d) of the Aircraft Security Agreement), the Trustee shall deposit with the Paying Agent money in funds immediately available on the redemption date sufficient to pay the redemption price, including the principal amount of, accrued and unpaid interest on, and Make-Whole Amount, if any, with respect to, all Notes called for redemption on that date.

     If any Note called for redemption shall not be so paid on the applicable redemption date, any redemption price due but not paid on such redemption date shall, until paid, continue to bear interest from the applicable redemption date at the Past Due Rate in effect for such Note as of such redemption date.

     Section 2.26. Surrender of Notes Redeemed in Part . Upon surrender to the Paying Agent of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate and deliver to the Noteholder a new Note with the principal amount determined in accordance with clause (ii) of the proviso in Section 2.07(b) .

     Section 2.27. Termination of Interest in Collateral . Without limiting Section 13.02 , no Noteholder or Indemnitee shall, as such, have any further interest in, or other right with respect to, the Collateral when and if the principal amount of, Make-Whole Amount, if any, and interest (including, to the extent permitted by law, post-petition interest and interest on any overdue amounts) on and all other amounts due under all Notes held by such Noteholder and all other sums then due and payable by the Company to such Noteholder or Indemnitee, as the case may be, hereunder and under the Aircraft Security Agreement (collectively, the “ Secured Obligations ”) have been paid in full.

ARTICLE III

RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
FROM THE COLLATERAL

     Section 3.01. Basic Distributions . Except as otherwise provided in Section 3.02 , Section 3.03 and Section 3.04 , each periodic payment by the Company of regularly scheduled installments of principal or interest on the Notes received by the Trustee shall be promptly distributed in the following order of priority:

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      first , so much of such payment as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Notes shall be distributed to the Noteholders ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Note bears to the aggregate amount of the payments then due under all Notes;

      second , the balance, if any, of such installment remaining thereafter shall be distributed to the Company.

     Section 3.02. Event of Loss; Mandatory Redemption; Voluntary Redemption . Except as otherwise provided in Section 3.03 and Section 3.04 and subject to the following proviso, any payments (including insurance and requisition proceeds distributed to the Trustee by the Security Agent in accordance with Section 7.05(c) of the Aircraft Security Agreement or Section 7.06(d) of the Aircraft Security Agreement) or received by the Trustee from the Company pursuant to Section 2.19 or Section 2.20 , as applicable, shall be applied by the Paying Agent on the applicable redemption date to the redemption of Notes or portions thereof pursuant to Section 2.19 or Section 2.20 , as applicable, and to payment of all other Secured Obligations then due by applying such payments in the following order of priority:

      first , so much of such payments as shall be required ( i ) to reimburse the Trustee and the Security Agent for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by the Company, under the Operative Documents; and then ( ii ) to pay all other Secured Obligations then due to the Trustee, the Security Agent and the other Indemnitees under this Indenture, the Notes or any other Operative Document (other than amounts specified in clause “second” below);

      second , after giving effect to clause “first” above, so much of such payments remaining as shall be required to pay in full ( A ), in the case of a redemption of Notes with respect to any Aircraft or Eligible Aircraft pursuant to Section 2.19(a) , (b) or (c) hereof, the aggregate unpaid principal amount of the Allocable Portion with respect to such Aircraft or Eligible Aircraft, and accrued and unpaid interest thereon and Make-Whole Amount, if any, thereon, and all other Secured Obligations, if any, relating to such Aircraft or Eligible Aircraft, in each case as specified in the applicable clause of Section 2.19 , or ( B ), in the case a redemption of Notes with pursuant to Section 2.20 hereof, the aggregate unpaid principal amount of all Notes, and the accrued but unpaid interest thereon, and Make-Whole Amount, if any, thereon and all other Secured Obligations in respect

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of the Notes to the date of distribution, in each case as specified in Section 2.20 , shall be distributed to the Noteholders, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that ( x ) the aggregate unpaid principal amount of all Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to ( y ) the aggregate unpaid principal amount of all Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and

      third , the balance, if any, of such payments shall be distributed to the Company;

provided that in the case of any redemption of the Notes or portion thereof pursuant to Section 2.19(a) or Section 2.19(c) , no Make-Whole Amount shall be payable on the Notes or any portion thereof.

     Section 3.03. Payments After Event of Default . Except as otherwise provided in Section 3.04 , all payments received (including any distributions from the Security Agent) and amounts held or realized by the Trustee (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV ) after both an Event of Default shall have occurred and be continuing and the Notes shall have become due and payable pursuant to Section 4.02(a) , as well as all payments or amounts then held by the Trustee as part of the Collateral, shall be promptly distributed by the Trustee in the following order of priority:

      first , so much of such payments or amounts as shall be required to ( i ) reimburse the Trustee, the Security Agent or U.S. Bank, to the extent the Trustee, the Security Agent or U.S. Bank is entitled to be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Collateral pursuant to Section 4.02(a) hereof or Section 4.02(a) of the Aircraft Security Agreement, as applicable) actually incurred by the Trustee, the Security Agent or U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs and any other expenditures actually incurred or expenditures or advances made by the Trustee, the Security Agent or U.S. Bank in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Trustee, the Security Agent or U.S. Bank, liquidated or otherwise, upon such Event of Default shall be applied by the Trustee as between itself, the Security Agent and U.S. Bank in reimbursement of such expenses and any other expenses for which the Trustee, the Security Agent and U.S. Bank are entitled to

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reimbursement under any Operative Document; and ( ii ) pay all Secured Obligations then due to the other Indemnitees under this Indenture, the Aircraft Security Agreement or the Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed shall be insufficient to pay as aforesaid in clauses (i) and (ii) , then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder;

      second , after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.01(d) hereof or Section 5.01(d) of the Aircraft Security Agreement (to the extent not previously reimbursed) shall be distributed to such then existing or prior Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Noteholder pursuant to Section 5.01(d) hereof or Section 5.01(d) of the Aircraft Security Agreement;

      third , after giving effect to clause “second” above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Notes to the date of distribution, shall be distributed to the Noteholders, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that ( x ) the aggregate unpaid principal amount of all Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to ( y ) the aggregate unpaid principal amount of all Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and

      fourth , the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Company.

     No Make-Whole Amount shall be payable on the Notes as a consequence of or in connection with an Event of Default or the acceleration of the Notes.

     Section 3.04. Certain Payments .

     (a)  Payments Governed by Other Provisions . Any payments received by the Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III or in the Aircraft Security Agreement shall be applied as provided

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in those provisions. Without limiting the foregoing, any payments received by the Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III or in the Aircraft Security Agreement (including Section 5.06 hereof or Section 5.06 of the Aircraft Security Agreement) shall be so paid to the Company. Any payments received by the Trustee for which no provision as to the application thereof is made in this Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document.

     (b)  Indemnity Payments . Notwithstanding anything to the contrary contained in this Article III , the Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 8.01 hereof payable to ( i ) U.S. Bank and the Trustee, ( ii ) the Security Agent, ( iii ) any separate or additional security agent appointed pursuant to Section 8.02 of the Aircraft Security Agreement, and ( iv ) any Agent, in each case, directly to the Person entitled thereto.

     (c)  Amounts Payable to the Company . Any payments received by the Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Trustee to the Company. Further, and except as otherwise provided in Section 3.02 and Section 3.03 , all payments received from the Security Agent, all other payments and amounts realized by the Trustee with respect to any Aircraft, Airframe or Engine (including, following the discharge or termination of the Lien of the Aircraft Security Agreement with respect thereto), to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Trustee to the Company.

     Section 3.05. Payments to the Company . Any amounts distributed hereunder by the Trustee to the Company shall be paid promptly to the Company by wire transfer of funds of the type received by the Trustee at such office and to such account or accounts of such entity or entities as shall be designated by notice from the Company to the Trustee from time to time.

     Section 3.06. Payments from the Security Agent . Any amounts distributed by the Security Agent to the Trustee pursuant to the terms of the Aircraft Security Agreement (including Section 4.02 , Section 5.06 , Section 7.05 and Section 7.06 thereof), shall be promptly credited by the Trustee to the Cash Securities Account and held pursuant to Section 3.07 until such time as the Trustee is required to pay such funds, or deposit such funds with the Paying Agent to be paid on the same day, in each case, in accordance with the terms of this Indenture or any other Operative Document.

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     Section 3.07. Cash Securities Account . U.S. Bank agrees to act as an Eligible Institution under this Indenture in accordance with the provisions of this Indenture with respect to the Cash Securities Account (as defined below) (in such capacity, the “ Cash Securities Intermediary ”). Except in its capacity as Trustee, U.S. Bank waives any claim or lien against the Cash Securities Account it may have, by operation of law or otherwise, for any amount owed to it by the Company. The Cash Securities Intermediary hereby agrees that, notwithstanding anything to the contrary in this Indenture, ( i ) all amounts to be held by the Trustee pursuant to this Indenture (including amounts received from the Security Agent pursuant to Section 3.06 ), except any amounts required to be credited to the Pre-funded Collateral Account pursuant to Section 1.03 , will be credited to an Eligible Account (the “ Cash Securities Account ”) for which it is a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY UCC) and the Trustee is the “entitlement holder” (as defined in Section 8-102(a)(7) of the NY UCC) of the “security entitlement” (as defined in Section 8-102(a)(17) of the NY UCC) with respect to each “financial asset” (as defined in Section 8-102(a)(9) of the NY UCC) credited to such Eligible Account, ( ii ) all such amounts, Permitted Investments and all other property acquired with cash credited to the Cash Securities Account will be credited to the Cash Securities Account, ( iii ) all items of property (whether cash, investment property, Permitted Investments, other investments, securities, instruments or other property) credited to the Cash Securities Account will be treated as a “financial asset” under Article 8 of the NY UCC, ( iv ) its “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the NY UCC) with respect to the Cash Securities Account is the State of New York, and ( v ) all securities, instruments and other property in order or registered form and credited to the Cash Securities Account shall be payable to or to the order of, or registered in the name of, the Cash Securities Intermediary or shall be indorsed to the Cash Securities Intermediary or in blank, and in no case whatsoever shall any financial asset credited to the Cash Securities Account be registered in the name of the Company, payable to or to the order of the Company or specially indorsed to the Company except to the extent the foregoing have been specially indorsed by the Company to the Cash Securities Intermediary or in blank. The Trustee agrees that it will hold (and will indicate clearly in its books and records that it holds) its “security entitlements” to the “financial assets” credited to the Cash Securities Account in trust for the benefit and security of the Noteholders and the Indemnitees as part of the Pre-funded Collateral as set forth in this Indenture. The Company acknowledges that, by reason of the Trustee being the “entitlement holder” in respect of the Cash Securities Account as provided above, the Trustee shall have the sole right and discretion, subject only to the terms of this Indenture, to give all “entitlement orders” (as defined in Section 8-102(a)(8) of the NY UCC) with respect to the Cash Securities Account and any and all financial assets and other property credited thereto to the exclusion of the Company. If any Person asserts any Lien (including, without limitation, any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Cash Securities Account or any

Indenture and Security Agreement
AA 2009-2 Secured Notes

financial asset carried therein, U.S. Bank will promptly notify the Trustee and the Company thereof.

     By its acceptance of the Notes, each Noteholder shall be deemed to have agreed to the actions to be taken by the Trustee pursuant to this Section 3.07 and no further notice to, consent of, or other action by, any Noteholder shall be required.

ARTICLE IV

EVENTS OF DEFAULT; REMEDIES OF TRUSTEE

     Section 4.01. Events of Default . Each of the following events shall constitute an “ Event of Default ” whether such event shall be voluntary or involuntary or shall come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body and each such Event of Default shall be deemed to exist and continue so long as, but only as long as, it shall not have been remedied or explicitly waived:

     (a) the Company shall fail to make any payment within 15 days after the same shall have become due of principal amount of, interest on, or Make-Whole Amount, if any, with respect to, any Note;

     (b) the Company shall fail to make payment when the same shall become due of any amount (other than amounts referred to in Section 4.01(a) ) due hereunder or under any Note, and such failure shall continue unremedied for 30 days after the receipt by the Company of written notice thereof from the Trustee or from a Threshold Percentage of Noteholders;

     (c) [reserved];

     (d) the Company shall fail to perform or observe any other covenant, condition or agreement to be performed or observed by it hereunder (other than the obligations in Section 1.03(b) hereof) or under any Note, and such failure shall continue unremedied for a period of 60 days after receipt by the Company of written notice thereof from the Trustee or a Threshold Percentage of Noteholders; provided that, if such failure is capable of being remedied, no such failure shall constitute an Event of Default for a period of one year after such notice is received by the Company so long as the Company is diligently proceeding to remedy such failure;

     (e) any representation or warranty made by the Company in this Indenture or in any Note shall prove to have been incorrect in any material respect at the time made, and such incorrectness shall continue to be material to the transactions contemplated

Indenture and Security Agreement
AA 2009-2 Secured Notes

hereby and shall continue unremedied for a period of 60 days after receipt by the Company of written notice thereof from the Trustee or a Threshold Percentage of Noteholders; provided that, if such incorrectness is capable of being remedied, no such incorrectness shall constitute an Event of Default for a period of one year after such notice is received by the Company so long as the Company is diligently proceeding to remedy such incorrectness;

     (f) the Company shall consent to the appointment of or the taking of possession by a receiver, trustee or liquidator of itself or of a substantial part of its property, shall admit in writing its inability to pay its debts generally as they come due or shall make a general assignment for the benefit of creditors;

     (g) the Company shall file a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, liquidation or other relief as a debtor in a case under any bankruptcy laws or insolvency laws (as in effect at such time) or an answer admitting the material allegations of a petition filed against the Company as a debtor in any such case, or the Company shall seek relief as a debtor, by voluntary petition, answer or consent, under the provisions of any other bankruptcy or other similar law providing for the reorganization or winding-up of corporations (as in effect at such time), or the Company shall seek an agreement, composition, extension or adjustment with its creditors under such laws;

     (h) an order, judgment or decree shall be entered by any court of competent jurisdiction appointing, without the consent of the Company, a receiver, trustee or liquidator of the Company or sequestering any substantial part of its property, or granting any other relief in respect of the Company as a debtor under any bankruptcy laws or insolvency laws (as in effect at such time), and any such order, judgment or decree of appointment or sequestration shall remain in force undismissed, unstayed or unvacated for a period of 90 days after the date of entry thereof;

     (i) a petition against the Company as a debtor in a case under the federal bankruptcy laws or other insolvency laws (as in effect at such time) is filed and not withdrawn or dismissed within 90 days thereafter, or if, under the provisions of any law providing for reorganization or winding-up of corporations that may apply to the Company, any court of competent jurisdiction assumes jurisdiction, custody or control of the Company or of any substantial part of its property and such jurisdiction, custody or control shall remain in force unrelinquished, unstayed or unterminated for a period of 90 days; or

     (j) after the Aircraft Security Agreement is entered into pursuant to Section 1.03(c) , an Aircraft Security Event of Default shall have occurred and be continuing.

Indenture and Security Agreement
AA 2009-2 Secured Notes

     Section 4.02. Remedies .

     (a)  General . If an Event of Default shall have occurred and be continuing and so long as the same shall continue unremedied, then and in every such case the Trustee may, and upon the written instructions of a Majority in Interest of Noteholders, the Trustee shall, do one or more of the following to the extent permitted by, and subject to compliance with the requirements of, applicable law then in effect:

     (i) declare by written notice to the Company all the Notes to be due and payable, whereupon the aggregate unpaid principal amount of all 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 become due and payable without presentment, demand, protest or other notice, all of which are hereby waived; provided that if an Event of Default referred to in Section 4.01(f) , Section 4.01(g) , Section 4.01(h) or Section 4.01(i) shall have occurred and be continuing, then and in every such case the unpaid principal amount of the 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 without presentment, demand, protest or notice, all of which are hereby waived; and, following such declaration or deemed declaration:

     (ii) if the Aircraft Security Agreement shall have been entered into pursuant to Section 1.03(c) , instruct the Security Agent to take any action pursuant to Section 4.02 of the Aircraft Security Agreement in accordance with the terms thereof and of applicable law; or

     (iii) exercise any other remedy of a secured party under the Uniform Commercial Code of the State of New York (whether or not in effect in the jurisdiction in which enforcement is sought) with respect to the Pre-funded Collateral.

     (b)  Control of Remedies . A Majority in Interest of Noteholders may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Security Agent (subject, in the case of any actions of the Security Agent, to any limitations otherwise expressly provided for in the other Operative Documents) or exercising any trust or power conferred on it; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction. The Trustee may refuse to follow any direction hereunder or authorization under Section 4.05 hereof if the Trustee has been advised by counsel that such action requested conflicts with law or this Indenture, that the Trustee determines may subject the Trustee to personal liability or that the Trustee determines may be unduly prejudicial to the rights

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of another Noteholder. However, the Trustee shall have no liability for any actions or omissions to act which are in accordance with any such direction or authorization. A Majority in Interest of Noteholders shall not direct the Trustee to sell or otherwise dispose of any Collateral, or to instruct the Security Agent to do the same, unless all unpaid principal of, and accrued but unpaid interest on, the Outstanding Notes and other amounts otherwise payable under this Indenture, if any, shall be declared or otherwise become due and payable immediately.

     (c)  Power of Attorney, Etc . To the extent permitted by applicable law, the Company irrevocably appoints, while an Event of Default has occurred and is continuing, the Trustee the true and lawful attorney-in-fact of the Company (which appointment is coupled with an interest) in its name and stead and on its behalf, for the purpose of effectuating any sale, assignment, transfer or delivery for the enforcement of the Lien of this Indenture, whether pursuant to foreclosure or power of sale, or otherwise, to execute and deliver all such bills of sale, assignments and other instruments as may be necessary or appropriate, with full power of substitution, the Company hereby ratifying and confirming all that such attorney or any substitute shall do by virtue hereof in accordance with applicable law; provided that if so requested by the Trustee or any purchaser, the Company shall ratify and confirm any such sale, assignment, transfer or delivery, by executing and delivering to the Trustee or such purchaser all bills of sale, assignments, releases and other proper instruments to effect such ratification and confirmation as may reasonably be designated in any such request.

     (d)  Rescission and Annulment of Acceleration . At any time after the Trustee has declared the unpaid principal amount of all Notes then outstanding to be due and payable, or all Notes shall have become due and payable as provided in the proviso to Section 4.02(a)(i) , and, in either case, prior to the sale of any part of the Collateral pursuant to this Article IV or pursuant to Article IV of the Aircraft Security Agreement, a Majority in Interest of Noteholders, by written notice to the Company and the Trustee, may rescind and annul such declaration, whether made by the Trustee on its own accord or as directed or deemed declaration, and its consequences if: ( i ) there has been paid to or deposited with the Trustee an amount sufficient to pay all overdue installments of principal amount of, and interest on, the Notes, and all other amounts owing under the Operative Documents, that have become due otherwise than by such declaration of acceleration and ( ii ) all other Events of Default, other than nonpayment of principal amount or interest on the Notes that have become due solely because of such acceleration, have been either cured or waived; provided that no such rescission or annulment shall extend to or affect any subsequent default or Event of Default or impair any right consequent thereon.

     (e)  Appraisals . Upon the occurrence and continuation of an Event of Default, the Trustee shall obtain three desktop appraisals from the Appraisers selected by a Majority in Interest of Noteholders setting forth the current market value, current lease

Indenture and Security Agreement
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rate and distressed value (in each case, as defined by the International Society of Transport Aircraft Trading or any successor organization) of the Aircraft (each such appraisal, an “ Appraisal ”). For so long as any Event of Default shall have occurred and be continuing, the Trustee will obtain updated Appraisals on the date that is 364 days from the date of the most recent Appraisal (or if an Event of Default set forth in Section 4.01(f) , (g) , (h) or (i) of this Indenture shall have occurred and be continuing, on the date that is 180 days from the date of the most recent Appraisal) and shall post such Appraisals on DTC’s Internet bulletin board or make such other commercially reasonable efforts as a Majority in Interest of Noteholders may deem appropriate to make such Appraisals available to all Noteholders.

     Section 4.03. Remedies Cumulative; Trustee Not Required to Possess or Produce Notes . To the extent permitted under applicable law, each and every right, power and remedy specifically given to the Trustee herein shall be cumulative and shall be in addition to every other right, power and remedy specifically given herein or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically given herein or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Trustee, and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Trustee in the exercise of any right, remedy or power or in the pursuance of any remedy shall, to the extent permitted by applicable law, impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Company or to be an acquiescence therein.

     The Trustee may maintain any proceeding even if the Trustee does not possess any of the Notes or does not produce them in the proceeding.

     Section 4.04. Discontinuance of Proceedings . In case the Trustee shall have instituted any proceedings to enforce any right, power or remedy under this Indenture by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall, subject to any determination in such proceedings, be restored to their former positions and rights hereunder with respect to the Pre-funded Collateral, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been undertaken (but otherwise without prejudice).

     Section 4.05. Waiver of Past Defaults . A Majority in Interest of Noteholders by notice to the Trustee may authorize the Trustee to waive, and to instruct the Security Agent to waive, if applicable, any past Default hereunder or under any other Operative Document and its consequences, and upon any such waiver such Default shall cease to exist and any Event of Default (including, if applicable, any Event of Default that is an

Indenture and Security Agreement
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Aircraft Security Event of Default) arising therefrom shall be deemed to have been cured for every purpose of this Indenture and the other Operative Documents, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon; provided that in the absence of written authorizations from each of the affected Noteholders, the Trustee shall not waive, or instruct the Security Agent to waive, any Default or Event of Default ( i ) in the payment of the principal amount, Make-Whole Amount, if any, or interest due under any Note then outstanding (other than with the consent of the holder thereof), or ( ii ) in respect of a covenant or provision hereof or of another Operative Document which, under Article XII , cannot be modified or amended without the consent of each such affected Noteholder.

     Section 4.06. Noteholders May Not Bring Suit Except Under Certain Conditions . A Noteholder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Indenture or any of the other Operative Documents for the appointment of a receiver or for the enforcement of any other remedy under this Indenture or any of the other Operative Documents, unless:

     (1) such Noteholder previously shall have given written notice to the Trustee of a continuing Event of Default;

     (2) a Threshold Percentage of Noteholders shall have requested the Trustee in writing to institute such action, suit or proceeding, or to instruct the Security Agent to institute such action, suit or proceeding, and shall have offered to the Trustee or the Security Agent, as the case may be, indemnity as provided in Section 5.01(d) hereof or Section 5.01(d) of the Aircraft Security Agreement, as applicable;

     (3) the Trustee or the Security Agent, as the case may be, shall have refused or neglected to institute any such action, suit or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and

     (4) no Direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by a Majority in Interest of Noteholders.

     It is understood and intended that no one or more of the Noteholders shall have any right in any manner whatsoever hereunder or under the Notes or the Aircraft Security Agreement or any other Operative Document to ( i ) surrender, impair, waive, affect, disturb or prejudice any Collateral, or the Lien of this Indenture on any Pre-funded Collateral or the Lien of the Aircraft Security Agreement on any Aircraft Collateral, or the rights of any other Noteholder, ( ii ) obtain or seek to obtain priority over or preference with respect to any such other Noteholder or ( iii ) enforce any right under this Indenture or any other Operative Document, except in the manner provided in this Indenture or

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such other Operative Document and for the equal, ratable and common benefit of all the Noteholders subject to the provisions of this Indenture and the other Operative Documents.

     Section 4.07. Appointment of a Receiver . To the extent permitted by applicable law, if an Event of Default shall have occurred and be continuing, and the Notes either shall have been accelerated pursuant to Section 4.02 or have become due at maturity, the Trustee shall, as a matter of right, be entitled to the appointment of a receiver (who may be the Trustee or any successor or nominee thereof) for all or any part of the Pre-funded Collateral, whether such receivership be incidental to a proposed sale of the Pre-funded Collateral or the taking of possession thereof or otherwise, and, to the extent permitted by applicable law, the Company hereby consents to the appointment of such a receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Pre-funded Collateral shall be entitled to exercise all the rights and powers of the Trustee with respect to the Pre-funded Collateral.

     Section 4.08. Application of Proceeds . Any monies collected by the Trustee pursuant to this Article IV or by the Security Agent under Article IV of the Aircraft Security Agreement shall be distributed in the order provided in Section 3.03 hereof at the date or dates fixed by the Trustee and, in case of the distribution of such monies on account of principal or interest, upon presentation of the several Notes and stamping (or otherwise noting) thereon the payment, or issuing Notes in reduced principal amounts in exchange for the presented Notes if only partially paid, or upon surrender thereof if fully paid.

     The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 4.08 , and the Trustee shall give the Company and the Noteholders written notice thereof no less than 15 days prior to any such record date.

     Section 4.09. Rights of Noteholders to Receive Payment . Notwithstanding any other provision of this Indenture, the right of any Noteholder to receive payment of principal of, Make-Whole Amount, if any, and interest, if any, on the Notes held by such Noteholder, on or after the respective due dates expressed in the No