Common use of Refinancing of Equipment Notes; Additional Series Equipment Notes Clause in Contracts

Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option, at any time and from time to time, (A) to redeem any Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding and issue, with respect to any or all of the Aircraft, new Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (B) to issue one or more series of Additional Series Equipment Notes with respect to any or all of the Aircraft under any Indenture (including, for the avoidance of doubt, multiple issuances at the same or different times resulting in more than one series of Additional Series Equipment Notes being outstanding at any time), and (C) at any time following the payment in full at maturity or otherwise of Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding, to issue, with respect to any or all of the Aircraft, new Note Purchase Agreement American Airlines 2019-1 Aircraft EETC Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full; provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such redemption and issuance or such payment and issuance, as applicable. Any such issuance, such redemption and issuance or such payment 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 such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, shall execute and deliver an instrument (which may be, including, without limitation, a joinder agreement) by which such 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 (or any amendment and restatement of) 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, such redemption and issuance or such payment and issuance of any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, 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 new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series 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 provider of any such credit support as a “Liquidity Provider” and, if such 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)).

Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option, at any time and from time to time, (A) to redeem any Series A Equipment Notes, Series B Equipment Notes or Series B C Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes, Series B Equipment Notes or Series B C Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding and issue, with respect to any or all of the Aircraft, new Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (B) to issue one or more series of Additional Series Equipment Notes with respect to any or all of the Aircraft under any Indenture (including, for the 15 Amended and Restated Note Purchase Agreement (Spirit 2017-1 EETC) Exhibit 4.7 avoidance of doubt, multiple issuances at the same or different times resulting in more than one series of Additional Series Equipment Notes being outstanding at any time), and (C) at any time following the payment in full at maturity or otherwise of Series A Equipment Notes, Series B Equipment Notes or Series B C Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes, Series B Equipment Notes or Series B C Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding, to issue, with respect to any or all of the Aircraft, new Note Purchase Agreement American Airlines 2019-1 Aircraft EETC Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full; provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such redemption and issuance or such payment and issuance, as applicable. Any such issuance, such redemption and issuance or such payment 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 such new Series A Equipment Notes or new Series B Equipment Notes or new Series C Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Series A Equipment Notes or new Series B Equipment Notes or new Series C Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, shall execute and deliver an instrument (which may be, including, without limitation, a joinder agreement) by which such 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 (or any amendment and restatement of) 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, such redemption and issuance or such payment and issuance of any such new Series A Equipment Notes or new Series B Equipment Notes or new Series C Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such new Series A Equipment Notes or new Series B Equipment Notes or new Series C Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, 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 new Series A Equipment Notes or new Series B Equipment Notes or new Series C Equipment Notes or Additional Series Equipment Notes or new Additional Series 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 provider of any such credit support as a “Liquidity 16 Amended and Restated Note Purchase Agreement (Spirit 2017-1 EETC) Exhibit 4.7 Provider” and, if such 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)

Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option, at any time and from time option to time, (A) to redeem any Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding and issue, with respect to any or all (but not less than all) of the Aircraft, new Equipment Notes with the same series Series designation asas that of, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (B) to issue one or more series at any time and from time to time of Additional Series Equipment Notes with respect to any or all (but not less than all) of the Aircraft Aircraft, in each case, under any Indenture (including, for the avoidance of doubt, multiple issuances at the same or different times resulting in more than one series of Additional Series Equipment Notes being outstanding at any time), ) and (C) at any time following the payment in full at maturity or otherwise of any Series A Equipment Notes or Series B Equipment Notes (or any series of previously issued Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding), to issue, with respect to any or all (but not less than all) of the Aircraft, new Note Purchase Agreement American Airlines 2019-1 Aircraft EETC Equipment Notes with of the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full; , provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such redemption payment and issuance or such payment redemption and issuance, as applicable. Any , and provided further that any such issuance, such redemption payment Amended and Restated Note Purchase Agreement American Airlines 2017-2 Aircraft EETC and issuance or such payment 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 such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Series A Equipment Notes or new Series B Equipment Notes or the Additional Series Equipment Notes or new Additional Series Equipment NotesPass Through Trustee, as applicable, shall execute and deliver an instrument (which may be, including, without limitation, be a joinder agreement) by which such pass through trustee or Additional Series Pass Through Trustee, as applicable, becomes a party hereto, and each of the parties hereto agrees, at the Company’s request, to enter into any amendments to (or any amendment and restatement of) 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, such redemption payment and issuance or such payment redemption and issuance of any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, 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 new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series 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 provider of any such credit support as a “Liquidity Provider” and, if such 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)).

Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option, at any time and from time to time, (A) to redeem any Series A Equipment Notes, Series B Equipment Notes or Series B C Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes, Series B Equipment Notes or Series B C Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding and issue, with respect to any or all of the Aircraft, new Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (B) to issue one or more series of Additional Series Equipment Notes with respect to any or all of the Aircraft under any Indenture (including, for the Amended and Restated Note Purchase Agreement Exhibit 4.7 avoidance of doubt, multiple issuances at the same or different times resulting in more than one series of Additional Series Equipment Notes being outstanding at any time), and (C) at any time following the payment in full at maturity or otherwise of Series A Equipment Notes, Series B Equipment Notes or Series B C Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes, Series B Equipment Notes or Series B C Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding, to issue, with respect to any or all of the Aircraft, new Note Purchase Agreement American Airlines 2019-1 Aircraft EETC Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full; provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such redemption and issuance or such payment and issuance, as applicable. Any such issuance, such redemption and issuance or such payment 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 such new Series A Equipment Notes or new Series B Equipment Notes or new Series C Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Series A Equipment Notes or new Series B Equipment Notes or new Series C Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, shall execute and deliver an instrument (which may be, including, without limitation, a joinder agreement) by which such 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 (or any amendment and restatement of) 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, such redemption and issuance or such payment and issuance of any such new Series A Equipment Notes or new Series B Equipment Notes or new Series C Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such new Series A Equipment Notes or new Series B Equipment Notes or new Series C Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, 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 new Series A Equipment Notes or new Series B Equipment Notes or new Series C Equipment Notes or Additional Series Equipment Notes or new Additional Series 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 provider of any such credit support as a “Liquidity Amended and Restated Note Purchase Agreement Exhibit 4.7 Provider” and, if such 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)).

Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option, at any time and from time to time, (A) to redeem any Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding and issue, with respect to any or all of the Aircraft, new Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (B) to issue one or more series of Additional Series Equipment Notes with respect to any or all of the Aircraft under any Indenture (including, for the avoidance of doubt, multiple issuances at the same or different times resulting in more than one series of Additional Series Equipment Notes being outstanding at any time), and (C) at any time following the payment in full at maturity or otherwise of Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding, to issue, with respect to any or all of the Aircraft, new Note Purchase Agreement American Airlines 2019-1 Aircraft EETC Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full; provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such redemption and issuance or such payment and issuance, as applicable. Any such issuance, such redemption and issuance or such payment 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 such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, shall execute and deliver an instrument (which may be, including, without limitation, a joinder agreement) by which such 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 (or any amendment and restatement of) 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, such redemption and issuance or such payment and issuance of any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, 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 new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series 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 provider of any such credit support as a “Liquidity Provider” and, if such 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)).

Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option, at any time and from time to time, (A) to redeem any Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding and issue, with respect to any or all of the Aircraft, new Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (B) to issue one or more series of Additional Series Equipment Notes with respect to any or all of the Aircraft under any Indenture (including, for the avoidance of doubt, multiple issuances at the same or different times resulting in more than one series of Additional Series Equipment Notes being outstanding at any time), and (C) at any time following the payment in full at maturity or otherwise of Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding, to issue, with respect to any or all of the Aircraft, new Note Purchase Agreement American Airlines 2019-1 Aircraft EETC Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full; provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such redemption and issuance or such payment and issuance, as applicable. Any such issuance, such redemption and issuance or such payment 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 such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, shall execute and deliver an instrument (which may be, including, without limitation, a joinder agreement) by which such 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 (or any amendment and restatement of) 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, such redemption and issuance or such payment and issuance of any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, 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 new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series 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 provider of any such credit support as a “Liquidity Provider” and, if such 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)).

Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option, at any time and from time to time, (A) to redeem any Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding and issue, with respect to any or all of the Aircraft, new Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (B) to issue one or more series of Additional Series Equipment Notes with respect to any or all of the Aircraft under any Indenture (including, for the avoidance of doubt, multiple issuances at the same or different times resulting in more than one series of Additional Series Equipment Notes being outstanding at any time)applicable Indenture, and (C) at any time following the payment in full at maturity or otherwise of Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding, to issue, with respect to any or all of the Aircraft, new Note Purchase Agreement American Airlines 2019-1 Aircraft EETC Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full; provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such redemption and issuance or such payment and issuance, as applicable. Any such issuance, such redemption and issuance or such payment 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 such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, shall execute and deliver an instrument (which may be, including, without limitation, a joinder agreement) by which such 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 (or any amendment and restatement of) 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, such redemption and issuance or such payment and issuance of any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, 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 new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series 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 provider of any such credit support as a “Liquidity Provider” and, if such 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)).

Refinancing of Equipment Notes; Additional Series Equipment Notes. The Company shall have the option, at any time and from time to time, (A) to redeem any Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding and issue, with respect to any or all of the Aircraft, new Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, the redeemed Equipment Notes, (B) to issue one or more series of Additional Series Equipment Notes with respect to any or all of the Aircraft under any Indenture (including, for the avoidance of doubt, multiple issuances at the same or different times resulting in more than one series of Additional Series Equipment Notes being outstanding at any time), and (C) at any time following the payment in full at maturity or otherwise of Series A Equipment Notes or Series B Equipment Notes (or any series of Additional Series Equipment Notes) with respect to all of the Aircraft for which Series A Equipment Notes or Series B Equipment Notes (or such series of Additional Series Equipment Notes) are at the time outstanding, to issue, with respect to any or all of the Aircraft, new Note Purchase Agreement American Airlines 2019-1 Aircraft EETC Equipment Notes with the same series designation as, but with terms that may be the same as or different from those of, such Equipment Notes that have been paid in full; provided that the Company shall have obtained a Rating Agency Confirmation with respect to any Class of Certificates then rated by such Rating Agency that will remain outstanding in connection with such issuance, such redemption and issuance or such payment and issuance, as applicable. Any such issuance, such redemption and issuance or such payment 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 such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes are to be so issued, the pass through trustee of the pass through trust that acquires such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, shall execute and deliver an instrument (which may be, including, without limitation, a joinder agreement) by which such 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 (or any amendment and restatement of) 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, such redemption and issuance or such payment and issuance of any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, and the issuance of pass through certificates by any pass through trust that acquires any such new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series Equipment Notes, as applicable, 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 new Series A Equipment Notes or new Series B Equipment Notes or Additional Series Equipment Notes or new Additional Series 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 provider of any such credit support as a “Liquidity Provider” and, if such 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)).