shl Doc 2599 Filed 05/03/12 Entered 05/03/12 17:03:53 Main Document Pg 1 of 8

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1 Pg 1 of 8 DRINKER BIDDLE & REATH LLP 1177 Avenue of the Americas Objection Deadline: May 3, st Floor New York, New York Telephone: (212) Facsimile: (212) Kristin K. Going Robert K. Malone Attorneys for Manufacturers and Traders Trust Company, as Indenture Trustee Hearing Date: May 10, 2012, 11:00 a.m. EDT UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : Chapter 11 In re: : : Case No (SHL) AMR CORPORATION, et al., : : Jointly Administered Debtors. : x CERTIFICATION OF KRISTIN K. GOING, ESQ. PURSUANT TO 28 U.S.C IN SUPPORT OF OBJECTION OF MANUFACTURERS AND TRADERS TRUST COMPANY, AS INDENTURE TRUSTEE, TO SIXTH OMNIBUS MOTION OF DEBTORS FOR ENTRY OF ORDER PURSUANT TO 11 U.S.C. 365(a) AUTHORIZING REJECTION OF CERTAIN EXECUTORY CONTRACTS follows: KRISTIN K. GOING, of full age, under penalty of perjury, hereby certifies and states as 1. I am an attorney at law admitted to practice in the State of New York and am a partner with the law firm of Drinker Biddle & Reath LLP, attorneys for the Objector, Manufacturers and Traders Trust Company, as Indenture Trustee ( M&T or the Indenture Trustee ) in this matter. 2. Attached hereto as Exhibit A is a true and correct copy of the American Airlines Special Facilities Lease Agreement by and between The Dallas-Fort Worth Regional Airport CH01/

2 Pg 2 of 8 Board (the Airport Board ) and American Airlines, Inc. ( American ), dated as of October 1, 1972, also known as Airport Board Agreement No E. 3. Attached hereto as Exhibit B is a true and correct copy of the American Airlines Supplemental Special Facilities Agreement by and between the Airport Board and American, made and entered into as of February 1, Attached hereto as Exhibit C is a true and correct copy of the American Airlines Second Supplemental Special Facilities Agreement by and between the Airport Board and American, dated as of December 1, Attached hereto as Exhibit D is a true and correct copy of the Master Equipment Lease Agreement by and between Dallas-Fort Worth International Airport Board, as Lessor, and American Airlines, Inc., as Lessee, dated as of December 1, Attached hereto as Exhibit E is a true and correct copy of the Trust Indenture between AllianceAirport Authority, Inc. and Team Bank, as trustee, dated as of October 1, 1991, for the AllianceAirport Authority, Inc. Special Facilities Revenue Bonds, Series 1991 (American Airlines, Inc. Project). 7. Attached hereto as Exhibit F is a true and correct copy of the Facilities Agreement by and between American Airlines, Inc. and AllianceAirport Authority, Inc., dated as of October 1, Attached hereto as Exhibit G is a true and correct copy of the Guaranty from AMR Corporation to Team Bank, as Trustee, dated as of October 1, 1991, for the AllianceAirport Authority, Inc. Special Facilities Revenue Bonds, Series 1991 (American Airlines, Inc. Project). CH01/

3 Pg 3 of 8 9. Attached hereto as Exhibit H is a true and correct copy of the Trust Indenture between Dallas-Fort Worth International Airport Facility Improvement Corporation and Ameritrust Texas National Association, as Trustee, dated as of November 1, 1992, for the Dallas-Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series Attached hereto as Exhibit I is a true and correct copy of the Facilities Agreement by and between American Airlines, Inc. and Dallas-Fort Worth International Airport Facility Improvement Corporation, dated as of November 1, Attached hereto as Exhibit J is a true and correct copy of the First Amendment to Master Equipment Lease Agreement by and between Dallas-Fort Worth International Airport Board, as Lessor, and American Airlines, Inc., as Lessee, dated as of November 1, Attached hereto as Exhibit K is a true and correct copy of the Trust Indenture between Dallas-Fort Worth International Airport Facility Improvement Corporation and Texas Commerce Bank National Association, as Trustee, dated as of November 1, 1995, for the Dallas- Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series Attached hereto as Exhibit L is a true and correct copy of the Facilities Agreement by and between American Airlines, Inc. and Dallas-Fort Worth International Airport Facility Improvement Corporation, dated as of November 1, Attached hereto as Exhibit M is a true and correct copy of the Guaranty from AMR Corporation to Texas Commerce Bank National Association, as Trustee, dated as of November 1, 1995, for the Dallas-Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series CH01/

4 Pg 4 of Attached hereto as Exhibit N is a true and correct copy of the Trust Indenture between Dallas-Fort Worth International Airport Facility Improvement Corporation and Chase Bank of Texas, N.A., Trustee, dated as of September 1, 1999, for the Dallas-Fort Worth Bonds, Series Attached hereto as Exhibit O is a true and correct copy of the Facilities Agreement by and between American Airlines, Inc. and Dallas-Fort Worth International Airport Facility Improvement Corporation, dated as of September 1, Attached hereto as Exhibit P is a true and correct copy of the Guaranty from American Airlines, Inc. to Chase Bank Texas, N.A., as Trustee, dated as of September 1, 1999, for the Dallas-Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series Attached hereto as Exhibit Q is a true and correct copy of the Master Equipment Lease Agreement by and between Dallas-Fort Worth International Airport Board, as Lessor, and American Airlines, Inc., as Lessee, dated as of September 1, Attached hereto as Exhibit R is a true and correct copy of the Trust Indenture between Dallas-Fort Worth International Airport Facility Improvement Corporation and The Chase Manhattan Bank, as Trustee, dated as of August 1, 2000, for the Dallas-Fort Worth Refunding Bonds, Series 2000A. 20. Attached hereto as Exhibit S is a true and correct copy of the Facilities Agreement by and between American Airlines, Inc. and Dallas-Fort Worth International Airport Facility Improvement Corporation, dated as of August 1, 2000, relating to the Dallas-Fort Worth CH01/

5 Pg 5 of 8 Refunding Bonds, Series 2000A. 21. Attached hereto as Exhibit T is a true and correct copy of the Guaranty from American Airlines, Inc. to The Chase Manhattan Bank, as Trustee, dated as of August 1, 2000, for the Dallas-Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Refunding Bonds, Series 2000A. 22. Attached hereto as Exhibit U is a true and correct copy of the Trust Indenture between Dallas-Fort Worth International Airport Facility Improvement Corporation and The Chase Manhattan Bank, as Trustee, dated as of August 1, 2000, for the Dallas-Fort Worth Refunding Bonds, Series 2000B. 23. Attached hereto as Exhibit V is a true and correct copy of the Facilities Agreement by and between American Airlines, Inc. and Dallas-Fort Worth International Airport Facility Improvement Corporation, dated as of August 1, 2000, relating to the Dallas-Fort Worth Refunding Bonds, Series 2000B. 24. Attached hereto as Exhibit W is a true and correct copy of the Guaranty from American Airlines, Inc. to The Chase Manhattan Bank, as Trustee, dated as of August 1, 2000, for the Dallas-Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Refunding Bonds, Series 2000B. 25. Attached hereto as Exhibit X is a true and correct copy of the Trust Indenture between Dallas-Fort Worth International Airport Facility Improvement Corporation and The Chase Manhattan Bank, as Trustee, dated as of August 1, 2000, for the Dallas-Fort Worth CH01/

6 Pg 6 of 8 Refunding Bonds, Series 2000C. 26. Attached hereto as Exhibit Y is a true and correct copy of the Facilities Agreement by and between American Airlines, Inc. and Dallas-Fort Worth International Airport Facility Improvement Corporation, dated as of August 1, 2000, relating to the Dallas-Fort Worth Refunding Bonds, Series 2000C. 27. Attached hereto as Exhibit Z is a true and correct copy of the Guaranty from American Airlines, Inc. to The Chase Manhattan Bank, as Trustee, dated as of August 1, 2000, for the Dallas-Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Refunding Bonds, Series 2000C. 28. Attached hereto as Exhibit AA is a true and correct copy of the Trust Indenture between Dallas/Fort Worth International Airport Facility Improvement Corporation and JPMorgan Chase Bank, as Trustee, dated as of April 1, 2002, for the Dallas/Fort Worth Bonds, Series Attached hereto as Exhibit BB is a true and correct copy of the Facilities Agreement by and between American Airlines, Inc. and Dallas/Fort Worth International Airport Facility Improvement Corporation, dated as of April 1, 2002, relating to the Dallas/Fort Worth Bonds, Series Attached hereto as Exhibit CC is a true and correct copy of the Guaranty from AMR Corporation to JPMorgan Chase Bank, as Trustee, dated as of April 1, 2002, relating to the CH01/

7 Pg 7 of 8 Dallas/Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series Attached hereto as Exhibit DD is a true and correct copy of the Guaranty from American Airlines, Inc. to JPMorgan Chase Bank, as Trustee, dated as of April 1, 2002, relating to the Dallas/Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Bonds, Series Attached hereto as Exhibit EE is a true and correct copy of the Master Equipment Lease Agreement by and between Dallas/Fort Worth International Airport Board, as Lessor, and American Airlines, Inc., as Lessee, dated as of April 1, Attached hereto as Exhibit FF is a true and correct copy of the Trust Indenture between AllianceAirport Authority, Inc. and Manufacturers and Traders Trust Company, as Trustee, dated as of March 1, 2007, for the AllianceAirport Authority, Inc. Special Facilities Revenue Refunding Bonds, Series 2007 (American Airlines, Inc. Project). 34. Attached hereto as Exhibit GG is a true and correct copy of the Facilities Agreement by and between AllianceAirport Authority, Inc. and American Airlines, Inc., dated as of March 1, Attached hereto as Exhibit HH is a true and correct copy of the Guaranty from AMR Corporation to Manufacturers and Traders Trust Company, as Trustee, dated as of March 1, 2007, for the AllianceAirport Authority, Inc. Special Facilities Revenue Refunding Bonds, Series 2007 (American Airlines, Inc. Project). 36. Attached hereto as Exhibit II is a true and correct copy of the Trust Indenture between Dallas/Fort Worth International Airport Facility Improvement Corporation and Manufacturers and Traders Trust Company, as Trustee, dated as of June 1, 2007, for the CH01/

8 Pg 8 of 8 Dallas/Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Refunding Bonds, Series Attached hereto as Exhibit JJ is a true and correct copy of the Facilities Agreement by and between American Airlines, Inc. and Dallas/Fort Worth International Airport Facility Improvement Corporation, dated as of June 1, 2007, relating to the Dallas/Fort Worth Refunding Bonds, Series Attached hereto as Exhibit KK is a true and correct copy of the Guaranty from AMR Corporation to Manufacturers and Traders Trust Company, as Trustee, dated as of June 1, 2007, relating to the Dallas/Fort Worth International Airport Facility Improvement Corporation American Airlines, Inc. Revenue Refunding Bonds, Series I hereby certify under penalty of perjury that the foregoing is true and correct. /s/ Kristin K. Going Kristin K. Going Dated: May 3, 2012 New York, New York CH01/