AMR CORPORATION (a Delaware corporation) Convertible Senior Notes due 2014 UNDERWRITING AGREEMENT Dated: September 22, 2009Underwriting Agreement • September 28th, 2009 • Amr Corp • Air transportation, scheduled • New York
AMR Corporation, a Delaware corporation (the “Company”), and American Airlines, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the “Guarantor” and, together with the Company, the “Issuers”) confirm their agreement with you, as representatives of the Underwriters listed on Schedule A hereto (the “Underwriters”), with respect to the issue and sale by the Company and the purchase by the several Underwriters of $400,000,000 aggregate principal amount of the Company’s Convertible Senior Notes due 2014 (the “Notes”) and with respect to the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of an additional $60,000,000 aggregate principal amount of the Notes. The aforesaid $400,000,000 aggregate principal amount of Notes (the “Initial Securities”) to
