NOTE PURCHASE AGREEMENT

EXHIBIT 4.7

NOTE PURCHASE AGREEMENT

Dated as of July 7, 2009

among

AMERICAN AIRLINES, INC.,

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Class A Pass Through Trustee

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Subordination Agent

U.S. BANK NATIONAL ASSOCIATION,
as Escrow Agent

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Paying Agent

Note Purchase Agreement
2009-1 Aircraft EETC

Table of Contents

NOTE PURCHASE AGREEMENT

          This NOTE PURCHASE AGREEMENT, dated as of July 7, 2009, is made by and among ( i ) AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “ Company ”), ( ii ) U.S. BANK TRUST NATIONAL ASSOCIATION (“ U.S. Bank ”), a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with any successor in interest and any successor or other trustee appointed as provided in the Class A Pass Through Trust Agreement (as defined below), the “ Class A Pass Through Trustee ”) under the Class A Pass Through Trust Agreement, ( iii ) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity together with its successors in such capacity, the “ Subordination Agent ”) under the Intercreditor Agreement (as defined below), ( iv ) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the “ Escrow Agent ”), under the Escrow and Paying Agent Agreement (as defined below), and ( v ) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Paying Agent (in such capacity together with its successors in such capacity, the “ Paying Agent ”) under the Escrow and Paying Agent Agreement.

WITNESSETH :

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

          WHEREAS, the Company owns the four Boeing 777-223ER aircraft (each, an “ Owned Aircraft ”, and collectively, the “ Owned Aircraft ”) described in Schedule I hereto, and, concurrently with the execution and delivery of this Agreement, the Company, U.S. Bank, the Class A Pass Through Trustee, the Subordination Agent and the applicable Loan Trustee are entering into a Participation Agreement and an Indenture with respect to each such Owned Aircraft;

          WHEREAS, the Company has obtained commitments from the Manufacturer pursuant to the Aircraft Purchase Agreement for the delivery scheduled on or prior to October 31, 2010 of 59 new Boeing 737-823 aircraft listed in Schedule I hereto (together with any aircraft substituted therefor in accordance with the Aircraft Purchase Agreement prior to the delivery thereof, each, an “ Eligible Aircraft ” and, collectively, the “ Eligible Aircraft ”), and the Company wishes to finance pursuant to this Note Purchase Agreement a portion of the purchase price of 16 aircraft included in the Eligible Aircraft as such 16 aircraft may be selected by the Company in its sole discretion (such 16 aircraft selected by the Company to be financed hereunder, each, a “ New Aircraft ” and, collectively, the “ New Aircraft ”);

          WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the Trust Supplement set forth in Schedule II hereto, and concurrently with the execution and delivery of this Note Purchase Agreement, one grantor trust (the “ Class A Pass Through Trust ”; and the Basic Pass Through Trust Agreement, together with such Trust Supplement, as amended, supplemented or otherwise modified from time to time in accordance with their terms, the “ Class

A Pass Through Trust Agreement ”) has been created to facilitate the transactions contemplated by the Participation Agreements relating to the Owned Aircraft and certain of the transactions contemplated hereby, including, without limitation, the issuance and sale of pass through certificates pursuant thereto (together with any other pass through certificates for which such pass through certificates may be exchanged, collectively, the “ Class A Certificates ”) to provide financing, among other things, for the purchase by the Class A Pass Through Trust of the Series A Equipment Notes to be issued in respect of, and secured by a security interest in, the Aircraft;

          WHEREAS, the Company has entered into the Underwriting Agreement, dated as of June 29, 2009 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Underwriting Agreement ”) with the Underwriters named therein (the “ Underwriters ”) which provides that the Company will cause the Class A Pass Through Trustee to issue and sell the Class A Certificates to the Underwriters on the Issuance Date;

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

          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement, ( i ) the Escrow Agent and the Depositary have entered into a Deposit Agreement (Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Deposit Agreement ”) whereby the Escrow Agent agreed to direct the Underwriters to make certain deposits referred to therein on the Issuance Date (the “ Initial Deposits ”) and to permit the Class A Pass Through Trustee to make additional deposits from time to time thereafter (the Initial Deposits together with such additional deposits are collectively referred to as the “ Deposits ”), and ( ii ) the Underwriters, the Class A Pass Through Trustee, the Paying Agent and the Escrow Agent have entered into an Escrow and Paying Agent Agreement (Class A), dated as of the Issuance Date, relating to the Class A Pass Through Trust (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “ Escrow and Paying Agent Agreement ”), whereby, among other things, ( a ) the Underwriters agreed to deliver an amount equal to the amount of the Initial Deposits to the Depositary on behalf of the Escrow Agent and ( b ) the Escrow Agent, upon the Depositary receiving such Initial Deposits, agreed to deliver escrow receipts to be affixed to each Class A Certificate;

          WHEREAS, subject to the terms and conditions of this Note Purchase Agreement, each Pass Through Trustee then in existence and each of the Subordination Agent, U.S. Bank and the Company will enter into the applicable Financing Agreements to which it is intended to be a party relating to each Prefunded Aircraft;

          WHEREAS, upon the financing of each Prefunded Aircraft, the Class A Pass Through Trustee will fund its purchase of the Series A Equipment Notes in respect of such

Prefunded Aircraft with the proceeds of a Deposit withdrawn by the Escrow Agent under the Deposit Agreement; and

          WHEREAS, concurrently with the execution and delivery of this Note Purchase Agreement, ( i ) the Class A Liquidity Provider has entered into the Class A Liquidity Facility, for the benefit of the holders of the Class A Certificates, with the Subordination Agent, as agent for the Class A Pass Through Trustee on behalf of the Class A Pass Through Trust and ( ii ) the Class A Pass Through Trustee, the Class A Liquidity Provider and the Subordination Agent have entered into the Intercreditor Agreement.

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

          SECTION 1. Financing of Prefunded Aircraft .

     (a) Agreement to Finance . The Company confirms that it has entered into the Aircraft Purchase Agreement with the Manufacturer pursuant to which the Company has agreed to purchase, and the Manufacturer has agreed to deliver, the Eligible Aircraft in the months specified in Schedule I hereto, all on and subject to terms and conditions specified in the Aircraft Purchase Agreement. The Company agrees to finance the Prefunded Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements.

     (b) Funding Notice . In furtherance of the foregoing, and in respect of each Prefunded Aircraft, the Company agrees to give the parties hereto, the Depositary and each of the Rating Agencies not less than two Business Days’ prior notice (or, in the case of a substitute Funding Notice under Section 1(f) or a Funding Notice in respect of a Substitute Aircraft under Section 1(h) , one Business Day’s prior notice), substantially in the form of Exhibit A hereto (each, a “ Funding Notice ”), of the date (which date shall not be earlier than the eighth day after the date of establishment of the relevant Deposit unless the seven-day requirement set forth in the first sentence of Section 2.3(a) of the Deposit Agreement has been waived by the Depositary pursuant to the last sentence of Section 2.3(a) of the Deposit Agreement and not reinstated pursuant to the last sentence of Section 2.3(a) of the Deposit Agreement) scheduled for the financing as contemplated hereby in respect of such Prefunded Aircraft (the “ Funding Date ”), which notice shall:

     (i) specify the Funding Date of such Prefunded Aircraft (which shall be a Business Day on or prior to the Cut-Off Date);

     (ii) instruct the Pass Through Trustee of each Pass Through Trust then in existence to enter into the Participation Agreement included in the Financing Agreements with respect to such Prefunded Aircraft in such form and at such a time on or before the Funding Date as specified in such Funding Notice and to perform its obligations thereunder;

     (iii) instruct the Class A Pass Through Trustee to deliver to the Escrow Agent the “Withdrawal Certificate” and the related “Applicable Notice of Purchase Withdrawal” contemplated by Section 1.02(c) of the Escrow and Paying Agent Agreement with respect to the Equipment Notes to be issued to the Class A Pass Through Trustee in connection with the financing of such Prefunded Aircraft; and

     (iv) specify the aggregate principal amount of each series of Equipment Notes to be issued, and purchased by each such Pass Through Trustee, in connection with the financing of such Prefunded Aircraft scheduled to be consummated on such Funding Date (which aggregate principal amount shall be as specified in, or as adjusted in accordance with, as the case may be, the Required Terms).

     (c) [ Reserved .]

     (d) Entering into Financing Agreements . Upon receipt of a Funding Notice, the Pass Through Trustee of each Pass Through Trust then in existence shall, and shall cause the Subordination Agent to, enter into and perform their obligations under each applicable Participation Agreement and follow the other instructions specified in such Funding Notice; provided that, with respect to each Prefunded Aircraft to be financed:

     (i) subject to clauses (ii)-(iv) immediately below, the applicable Participation Agreement and the applicable Indenture, as executed and delivered, shall be substantially in the respective forms thereof annexed hereto;

     (ii) subject to clauses (iii) and (iv) immediately below, if ( x ) the Company shall have obtained from each Rating Agency a Rating Agency Confirmation with respect to each Class of Certificates then rated by such Rating Agency in connection with any material modifications of the applicable Financing Agreements from the forms of Financing Agreements annexed hereto (including the form of Equipment Note included in the form Indenture annexed hereto) and delivered such Rating Agency Confirmation to the Pass Through Trustee of each Pass Through Trust then in existence on or before the applicable Funding Date or ( y ) such Rating Agency Confirmation shall have been obtained with respect to material modifications of the Financing Agreements relating to another or any Prefunded Aircraft or with respect to material modifications of the forms of Financing Agreements annexed hereto and the applicable Financing Agreements incorporate such material modifications without additional material modifications, the applicable Financing Agreements, as executed and delivered, may incorporate such material modifications, if any;

     (iii) the applicable Financing Agreements, as executed and delivered, shall comply with the Required Terms; and

     (iv) the Company is not required to obtain or deliver a Rating Agency Confirmation or a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications to the applicable Financing Agreements that are expressly permitted by the Required Terms (including, without limitation, certain modifications of the aggregate principal amounts of the Series A Equipment Notes to be issued in respect of such Prefunded Aircraft described under the heading “Equipment Notes” and the sub-heading “Maximum Principal Amount” in Schedule III hereto) or by Section 5(e) of this Note Purchase Agreement.

          Notwithstanding the foregoing, ( x ) the Financing Agreements with respect to any Aircraft and the forms of Financing Agreements annexed hereto may be modified to the extent required for the issuance or successive redemption and issuance of the Series B Equipment Notes pursuant to Section 4(a)(v) of this Note Purchase Agreement, subject to the terms of such Section and of Section 8.01(c) or 8.01(d) of the Intercreditor Agreement, whichever may be applicable, and the Company shall pay the reasonable costs and expenses of the Rating Agencies in connection with obtaining any Rating Agency Confirmation in connection therewith, and ( y ) the Company is not required to deliver a certification pursuant to Section 2(b)(ii) of this Note Purchase Agreement in connection with any modifications of the Financing Agreements contemplated by this sentence. With respect to each Prefunded Aircraft, the Company shall cause U.S. Bank (or such other Person that meets the eligibility requirements to act as loan trustee under the applicable Indenture) to execute as the applicable Loan Trustee the Financing Agreements relating to such Prefunded Aircraft to which such Loan Trustee is intended to be a party, and shall concurrently therewith execute such Financing Agreements to which the Company is intended to be a party and perform its respective obligations thereunder. Upon the request of one or more Rating Agencies, the Company shall deliver or cause to be delivered to such Rating Agency or Rating Agencies a true and complete copy of each Financing Agreement relating to the financing of each Prefunded Aircraft, together with a true and complete set of the closing documentation (including legal opinions) delivered to the applicable Loan Trustee, the Subordination Agent and the Pass Through Trustee of each Pass Through Trust then in existence under the applicable Participation Agreement.

     (e) Registration of Equipment Notes . The Company agrees that all Equipment Notes issued pursuant to any Indenture to which a Prefunded Aircraft shall have been subjected shall initially be registered in the name of the Subordination Agent on behalf of the applicable Pass Through Trustee.

     (f) Postponement of Delivery and Funding . If, on the Funding Date for any Prefunded Aircraft, the financing of such Prefunded Aircraft as contemplated hereunder shall not be consummated for whatever reason, the Company shall give the parties hereto and the Depositary prompt notice thereof. Promptly after the Company has identified ( x ) a new Funding Date on which such Prefunded Aircraft may be subjected to the financing as provided herein or ( y ) another Eligible Aircraft (or a Substitute Aircraft) that may be subjected to the financing as provided herein in lieu of such Prefunded Aircraft and the Funding Date for such other Eligible Aircraft (or such Substitute Aircraft) (all on and

subject to the terms and conditions hereof and of the applicable Financing Agreements), the Company shall give the parties hereto and the Depositary a substitute Funding Notice specifying such new Funding Date for such Prefunded Aircraft or the Funding Date for such other Eligible Aircraft (or such Substitute Aircraft). Upon receipt of any such substitute Funding Notice, the Pass Through Trustee of each Pass Through Trust then in existence shall comply with its obligations under Section 7.01 of the applicable Trust Supplement and thereafter the financing of such Prefunded Aircraft, as specified in such substitute Funding Notice, shall take place on the re-scheduled Funding Date therefor (all on and subject to the terms and conditions hereof and of the applicable Financing Agreements) unless further postponed as provided herein.

     (g) Delivery of New Aircraft from Manufacturer . Anything in this Section 1 or elsewhere to the contrary notwithstanding, the Company shall have the right to accept delivery of any Prefunded Aircraft from the Manufacturer under the Aircraft Purchase Agreement prior to the Funding Date for such Prefunded Aircraft by utilization of bridge financing of such Prefunded Aircraft or using the Company’s own funds or otherwise and to specify a Funding Date for such Prefunded Aircraft that, in the case of any Prefunded Aircraft that is not a Substitute Aircraft, shall be no later than 90 days after the delivery of such Prefunded Aircraft to the Company by the Manufacturer under the Aircraft Purchase Agreement and, in each case, shall be no later than the Cut-Off Date and otherwise complying with the provisions of Section 1(b) hereof.

     (h) Substitute Aircraft . If the Funding Date for any Eligible Aircraft is delayed ( a ) more than 30 days beyond the last day of the month set forth opposite such Eligible Aircraft under the heading “Scheduled Delivery Month” in Schedule I hereto or ( b ) beyond October 31, 2010, the Company may substitute therefor an aircraft not included in the Eligible Aircraft, but meeting the following conditions (each, a “ Substitute Aircraft ” and, collectively, the “ Substitute Aircraft ”): ( i ) a Substitute Aircraft must be of the same model as the Eligible Aircraft being replaced and ( ii ) the Company shall obtain a Rating Agency Confirmation with respect to each Class of Certificates then rated by the Rating Agencies in connection with the replacement of any Eligible Aircraft by a Substitute Aircraft. Upon the satisfaction of the conditions set forth above with respect to a Substitute Aircraft, the Eligible Aircraft it replaced shall cease to be subject to this Note Purchase Agreement and all rights and obligations of the parties hereto concerning such Eligible Aircraft shall cease, and such Substitute Aircraft shall become, and thereafter be, subject to the terms and conditions of this Note Purchase Agreement to the same extent as such Eligible Aircraft.

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

     (j) Withdrawals Limited to Available Deposits . Anything herein to the contrary notwithstanding, the Company shall not have the right, and shall not be entitled, at any time to request the issuance of Series A Equipment Notes in respect of the

Prefunded Aircraft to the Class A Pass Through Trustee in an aggregate principal amount in excess of the amount of the Deposits then available for withdrawal by the Escrow Agent under and in accordance with the provisions of the Deposit Agreement.

     (k) [ Intentionally Omitted .]

     (l) Notice of New Outside Termination Date . If any Labor Strike (as defined below) shall have occurred, the Company may, at any time and from time to time, give notice to each Pass Through Trustee then in existence and the Subordination Agent and instruct the Class A Pass Through Trustee, and the Class A Pass Through Trustee agrees, to notify the Escrow Agent that the “Outside Termination Date” shall be extended beyond January 31, 2011 by adding thereto the Additional Days (as defined below) with respect to such Labor Strike and to specify the new “Outside Termination Date” as so extended; provided that in no event shall the new “Outside Termination Date” be later than the second anniversary of the Issuance Date. The term “ Labor Strike ” shall mean any labor strike that occurs or continues at The Boeing Company after the Issuance Date and prior to the second anniversary of the Issuance Date. The term “ Additional Days ”, with respect to each Labor Strike, shall mean the number of days that such Labor Strike continued in effect after the Issuance Date.

          SECTION 2. Conditions Precedent . The obligation of each of the Pass Through Trustees then in existence to enter into, and to cause the Subordination Agent to enter into, a Participation Agreement relating to any Prefunded Aircraft as directed pursuant to a Funding Notice and to perform its obligations thereunder is subject to satisfaction of the following conditions:

     (a) no Triggering Event shall have occurred;

     (b) subject to Section 1(d)(iv) and the last paragraph of Section 1(d) , the Company shall have delivered a certificate to each of the Class A Pass Through Trustee and the Class A Liquidity Provider stating that ( i ) such Participation Agreement and the other Financing Agreements to be entered into pursuant to such Participation Agreement comply with the Required Terms and ( ii ) if any substantive modifications of such Financing Agreements from the forms of Financing Agreements attached to this Note Purchase Agreement have been made, such substantive modifications do not materially and adversely affect the holders of the Class A Certificates or the Class A Liquidity Provider, and such certification shall be true and correct.

Anything herein to the contrary notwithstanding, the obligation of each Pass Through Trustee then in existence to purchase Equipment Notes hereunder shall terminate on the Cut-Off Date.

          SECTION 3. Representations and Warranties .

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

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

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

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

     (b) Representations and Warranties of U.S. Bank . U.S. Bank represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. U.S. Bank is a national banking association duly organized and validly existing in good standing under the laws of the United States and is a Citizen of the United States and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it will be a party and to carry out the obligations of U.S. Bank, in its capacity as Subordination Agent, Class A Pass Through Trustee or Paying Agent, as the case may be, under this Note Purchase Agreement and each Financing Agreement to which it will be a party;

     (ii) Due Authorization; No Conflicts . The execution and delivery by U.S. Bank, in its capacity as Subordination Agent, Class A Pass Through Trustee or Paying Agent, as the case may be, of this Note Purchase Agreement and the performance by U.S. Bank, in its capacity as Subordination Agent, Class A Pass Through Trustee or Paying Agent, as the

case may be, of its obligations under this Note Purchase Agreement have been duly authorized by U.S. Bank, in its capacity as Subordination Agent, Class A Pass Through Trustee or Paying Agent, as the case may be, and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

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

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

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

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Subordination Agent is a national banking association duly organized and validly existing in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and each Financing Agreement to which it is or will be a party and to perform its obligations under this Note Purchase Agreement and each Financing Agreement to which it is or will be a party;

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

     (iii) Compliance with Laws; No Conflicts . None of the execution, delivery and performance by the Subordination Agent of this Note Purchase Agreement contravenes any law, rule or regulation of the state of the United States in which it is located or any United States governmental authority or agency regulating the Subordination Agent’s banking, trust or fiduciary powers or any judgment or order applicable to or binding on the Subordination Agent or

contravenes the Subordination Agent’s articles of association or by-laws or results in any breach of, or constitute a default under, any agreement or instrument to which the Subordination Agent is a party or by which it or any of its properties may be bound;

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

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

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

     (e) Representations and Warranties of the Escrow Agent . The Escrow Agent represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Escrow Agent is a national banking association duly incorporated, validly existing and in good standing under the laws of the United States and has the full corporate power, authority and legal right under the laws of the United States and of the state of the United States in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement, the Deposit

Agreement and the Escrow and Paying Agent Agreement (collectively, the “ Escrow Agent Agreements ”) and to carry out the obligations of the Escrow Agent under each of the Escrow Agent Agreements;

     (ii) Due Authorization; No Conflicts . The execution and delivery by the Escrow Agent of each of the Escrow Agent Agreements and the performance by the Escrow Agent of its obligations hereunder and thereunder have been duly authorized by the Escrow Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

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

     (f) Representations and Warranties of the Paying Agent . The Paying Agent represents and warrants that:

     (i) Due Incorporation; Good Standing; Corporate Power; Etc. The Paying Agent is a national banking association duly organized and validly existing in good standing under the laws of the United States, and has the full corporate power, authority and legal right under the laws of the United States and of the state in which it is located and pertaining to its banking, trust and fiduciary powers to execute and deliver this Note Purchase Agreement and the Escrow and Paying Agent Agreement (collectively, the “ Paying Agent Agreements ”) and to carry out the obligations of the Paying Agent under each of the Paying Agent Agreements;

     (ii) Due Authorization; No Conflicts . The execution and delivery by the Paying Agent of each of the Paying Agent Agreements and the performance by the Paying Agent of its obligations hereunder and thereunder have been duly authorized by the Paying Agent and will not violate its articles of association or by-laws or the provisions of any indenture, mortgage, contract or other agreement to which it is a party or by which it is bound; and

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

          SECTION 4. Covenants .

     (a) Covenants of the Company .

     (i) Maintenance of Corporate Existence . Subject to, and except as contemplated by, Section 4(a)(iii) of this Note Purchase Agreement, the Company shall at all times maintain its corporate existence.

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

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

     (iv) Notice of Occurrence of Cut-Off Date . The Company agrees to provide written notice to each of the parties hereto of the occurrence of the Cut-Off Date no later than one Business Day after the date thereof.

     (v) Issuance and Refinancing of Series B Equipment Notes . The Company shall not ( A ) issue any Series B Equipment Notes, or ( B ) if any Series B Equipment Notes shall have been issued, redeem such Series B Equipment Notes and issue new Series B Equipment Notes, in each case, under any Indenture, unless Series B Equipment Notes shall be issued under all (and not less than all) of the Indentures and the Company shall have obtained a Rating Agency Confirmation with respect to the Class A Certificates in connection with such issuance or such redemption and issuance, as applicable; and any such issuance or redemption and issuance, as applicable, shall be subject to the terms of Section 8.01(c) or 8.01(d) , as applicable, of the Intercreditor Agreement. If any Series B Equipment Notes are to be so issued, the Class B Pass Through Trustee shall execute and deliver an instrument by which the Class B Pass Through Trustee becomes a party hereto, and

each of the parties hereto agrees, at the Company’s request, to enter into any amendments to this Note Purchase Agreement (including, without limitation, any modifications of the Indenture Form and the Participation Agreement Form) and any other Operative Agreements as may be necessary or desirable to give effect to such issuance or redemption and issuance of any such Series B Equipment Notes and the issuance of pass through certificates by any pass through trust that acquires any such Series B Equipment Notes and to make changes relating to any of the foregoing (including, without limitation, to provide for any prefunding mechanism in connection therewith) and to provide for any credit support for any pass through certificates relating to any such Series B Equipment Notes (including, without limitation, to provide for payment of fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support (including, without limitation, to specify such credit support as a “Liquidity Facility” and the “Class B Liquidity Facility” and the provider of any such credit support as a “Liquidity Provider” and the “Class B Liquidity Provider” and, if the Class B Liquidity Facility is to be comprised of more than one instrument, to incorporate appropriate mechanics for multiple Liquidity Facilities for a single Pass Through Trust)).

     (vi) Certain Reports to Subordination Agent . Promptly after the occurrence of a Triggering Event or an Indenture Event of Default resulting from the failure of the Company to make payments on any Equipment Note and on every Regular Distribution Date while the Triggering Event or such Indenture Event of Default shall be continuing, the Company shall, at the Subordination Agent’s request from time to time but in any event no more frequently than once every three months, provide to the Subordination Agent a statement setting forth the following information with respect to each Aircraft then subject to the lien of an Indenture: ( A ) whether the Aircraft are currently in service or parked in storage, ( B ) the maintenance status of the Aircraft, and ( C ) the location of the Engines (as defined in the respective Indentures to which such Aircraft are subject). As used in this Section 4(a)(vi) , the terms “Triggering Event”, “Indenture Event of Default” and “Regular Distribution Date” have the respective meanings set forth in the Intercreditor Agreement.

     (b) Covenants by U.S. Bank .

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