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IN RE AMR CORP.

Bankruptcy No. 11-15463 (SHL). Adversary Nos. 12-01932 (SHL), 12-01946 (SHL).

485 B.R. 279 (2013)

In re AMR CORPORATION, et al., Debtors. U.S. Bank Trust National Association, not in its individual capacity, but solely as Trustee and Security Agent under the Indenture and Aircraft Security Agreement for the American Airlines 2009-2 Senior Secured Notes Due 2016, Plaintiff, v. American Airlines, Inc., Defendant. U.S. Bank Trust National Association, not in its individual capacity, but solely as Loan Trustee under Indenture and Security Agreement with respect to the AMR 2009-1 EETC transaction and AMR 2011-2 EETC transaction, Plaintiff, v. American Airlines, Inc., Defendant.

United States Bankruptcy Court, S.D. New York.

January 17, 2013.

Attorney(s) appearing for the Case

Debevoise & Plimpton LLP, By: Michael E. Wiles, Esq. , Richard F. Hahn, Esq. , Jasmine Ball, Esq. , New York, NY, Special Aircraft Attorneys for the Debtors and Debtors in Possession.

Weil, Gotshal & Manges LLP, By: Harvey R. Miller, Esq. , Stephen Karotkin, Esq. , Alfredo R. Pérez, Esq. , New York, NY, for Debtors and Debtors in Possession.

Chapman and Cutler LLP, By: James E. Spiotto, Esq. , Ann E. Acker, Esq. , Franklin H. Top III, Esq. , Chicago, IL, Craig M. Price, Esq. , Laura E. Appleby, Esq. , New York, NY, for U.S. Bank Trust National Association, as Loan Trustee for 2009-1 EETC and 2011-2 EETC Transactions.

Shipman and Goodwin LLP, By: Ira H. Goldman, Esq. , Corrine L. Burnick, Esq. , Hartford, CT, for U.S. Bank Trust National Association, as Loan Trustee for 2009-1 EETC and 2011-2 EETC Transactions.

Sidley Austin LLP, By: Michael G. Burke, Esq. , Nicholas K. Lagemann, Esq. , Noam M. Besdin, Esq. , New York, NY, for U.S. Bank Trust National Association, as Trustee and Security Agent for the American Airlines, Inc. 2009-2 Secured Notes Due 2016.

Shipman and Goodwin LLP, By: Ira H. Goldman, Esq. , Kathleen M. LaManna, Esq. , Corrine L. Burnick, Esq. , Hartford, CT, for U.S. Bank Trust National Association, as Trustee and Security Agent for the American Airlines, Inc. 2009-2 Secured Notes Due 2016.

MEMORANDUM OF DECISION

SEAN H. LANE, Bankruptcy Judge.

Before the Court is the motion (the "Motion") of the above-captioned debtors and debtors-in-possession (collectively, the "Debtors") for authority to enter into a postpetition secured financing transaction and for authority to use cash on hand, including the proceeds of the new financing, to repay the obligations of American Airlines, Inc. ("American"), one of the Debtors, under certain prepetition...

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