[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 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 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.] 1
[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 COMPLIANCE WITH RULE 144A
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1
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To be included
on each Initial Note.
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AND REGULATION
S UNDER THE SECURITIES ACT AND WITH ARTICLE II OF THE INDENTURE
REFERRED TO HEREIN.] 2
[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.] 3
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
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2
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To be included
on each Temporary Regulation S Global Note.
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3
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To be included
on each Global Note.
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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 PROVISION OF SIMILAR LAW, AS APPLICABLE, PURSUANT TO
ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE
EXEMPTIONS.
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No.
[___]
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CUSIP No. [___]
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ISIN No. [___]
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$ [___]
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[REGULATION S]
4 [GLOBAL] 5
[INITIAL] 6 [EXCHANGE] 7 13.0% 2009-2 SECURED NOTE DUE 2016
AMERICAN AIRLINES,
INC., a Delaware corporation (the “ Company ”),
promises to pay to [
], or the registered assignee thereof, the principal sum of [
] DOLLARS in installments on each February 1 and August 1 of each
year, commencing February 1, 2010 (each, a “ Payment
Date ”), as set forth in clause 2 below, with the final
installment due and payable on August 1, 2016, subject to
earlier payment and reductions as provided in this Note and in the
Indenture referred to below. This Note shall bear interest on the
unpaid principal amount from time to time outstanding from the most
recent Payment Date to which interest has been paid or made
available for payment (or, if no interest has been paid or made so
available, from the date of issuance of this Note) at the Debt Rate
(as defined in the Indenture referred to below) (calculated on the
basis of a 360-day year consisting of twelve 30-day months),
payable in arrears on each Payment Date until the principal amount
hereof has been paid or made available for payment in full. This
Note shall bear interest, payable on demand, at the Past Due Rate
(as defined in the Indenture referred to below) (calculated on the
basis of a 360-day year consisting of twelve 30-day months) on any
principal amount and (to the extent permitted by applicable law)
Make-Whole Amount (as defined in the Indenture referred to
below),
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4
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To be included
on each Regulation S Definitive Note and each
Regulation S Global Note.
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5
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To be included
on each Global Note.
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6
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To be included
on each Initial Note.
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7
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To be included
on each Exchange Note.
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if any,
interest and any other amounts payable hereunder 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
this Note if not paid in the manner provided in this Note or in the
Indenture (whether at stated maturity, by acceleration or
otherwise).
Notwithstanding
anything to the contrary contained herein, if any date on which a
payment under this Note becomes due and payable is not a Business
Day (as defined in the Indenture referred to below), 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 without additional
interest.
1.
General . This Note is one of a duly authorized issue of
Notes of the Company designated as “13.0% 2009-2 Secured
Notes due 2016” (herein, called the “ Notes
”), limited in aggregate principal amount to $276,400,000,
issued, authenticated and delivered pursuant to the Indenture and
Security Agreement, dated as of July 31, 2009 (the “
Indenture ”), between the Company and U.S. Bank Trust
National Association, not in its individual capacity, except as
expressly stated therein, but solely as Trustee (the “
Trustee ”). To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings
assigned to them in the Indenture. This Note is subject to the
terms, provisions and conditions of the Indenture. To the extent
any provision of this Note conflicts with the express provisions of
the Indenture, the provisions of the Indenture shall govern and be
controlling. Reference is hereby made to the Indenture, the
Aircraft Security Agreement and the other Operative Documents for a
complete statement of the rights and obligations of the holders of,
and the nature and extent of the security for, this Note. By virtue
of its acceptance hereof, the holder of this Note assents to and
agrees to be bound by all the terms of this Note, the Indenture and
the other Operative Documents.
2.
Principal Installments . On each Payment Date, the
Noteholder hereof will receive a payment of principal equal to the
percentage for such payment specified in Schedule I hereto for
such Payment Date multiplied by the original principal amount of
this Note which is set forth in the first paragraph of this Note,
subject to reduction as provided in clause 6 hereof and in
Section 2.07(b) of the Indenture.
3. Record
Dates . Except as otherwise provided in Section 4.08 of
the Indenture, the Person in whose name this 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 payable on such Payment Date to the extent
provided in this 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
on this Note pursuant to the Indenture shall be paid to the Person
in
whose name this
Note is registered at the close of business on the applicable
Special Record Date.
4.
Mandatory Redemption .
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 t
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