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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x : In re : : AMR CORPORATION, et al., : : Debtors. : : ---------------------------------------------------------------x

Chapter 11 Case No. 11-15463 (SHL) (Jointly Administered)

STIPULATION AND AGREED ORDER BETWEEN DEBTORS AND THE CITY OF LOS ANGELES APPROVING THE SETTLEMENT AGREEMENT AND ESTABLISHING CURE AMOUNT WITH RESPECT TO CERTAIN ASSUMED UNEXPIRED LEASE OF NONRESIDENTIAL REAL PROPERTY (LOS ANGELES INTERNATIONAL AIRPORT) This Stipulation is entered into between and among AMR Corporation and its related debtors, as debtors and reorganized debtors (collectively, the “Debtors”) and The City of Los Angeles (the “City,” and together with the Debtors, the “Parties”), as owner and operator of Los Angeles International Airport. RECITALS: A. B. The City operates Los Angeles International Airport. On November 15, 2012, the Debtors filed their Twenty-Fourth Omnibus Motion

For Entry of an Order Pursuant to 11 U.S.C. § 365, Fed. R. Bankr. P. 6006, and LBR 6006-1, Authorizing Assumption of Certain Unexpired Leases of Nonresidential Real Property (the “Assumption Motion”). Under the Assumption Motion, the Debtors sought to assume three (3) agreements, one of which is that certain Terminal Lease between American Airlines, Inc. (“American”) and the City of Los Angeles, dated November 26, 1984, which is identified on

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Exhibit A to the Assumption Motion as LAX 2019 (as subsequently amended, the “Terminal Lease”). C. On or about November 29, 2012 (the “Assumption Date”), the Court entered an

order granting the Assumption Motion and authorizing the assumption of, among other things, the Terminal Lease; however, pursuant to stipulations between the City and the Debtors so ordered by the Court, the parties agreed to adjourn the hearing with respect to the cure amount (if any) (the “Cure Amount”) owed to the City in connection with the Debtors’ assumption of the Terminal Lease to January 23, 2013 and subsequently, to April 3, 2013 at 11:00 a.m. (Eastern Time), subsequently to June 14, 2013 at 11:00 a.m., subsequently to July 25, 2013 at 11:00 a.m., subsequently to October 29, 2013 at 11:00 a.m., subsequently to January 16, 2014 at 11:00 a.m. (Eastern Time), and subsequently to February 13, 2014 at 11:00 a.m. (Eastern Time). D. On or about January 2, 2014, the City filed its Motion by the City of Los Angeles

for an Order (1) Granting the City Relief from the Plan Injunction So That It May Commence an Action in California District Court to Resolve the M&O Dispute and (2) Staying Proceedings with Respect to the Twenty-Fourth Omnibus Motion of the Debtors for Entry of Order Pursuant to 11 U.S.C. § 365(a), Fed. R. Bankr. P. 6006, and LBR 6006-1 Authorizing Assumption of Certain Unexpired Leases of Nonresidential Real Property (Los Angeles International Airport) (the “Plan Injunction Motion”). E. On or about January 2, 2014, the City filed its Objection of the City of Los

Angeles to the Cure Amount Proposed by the Debtors in the Twenty-Fourth Omnibus Motion of Debtors for Entry of Order Pursuant to 11 U.S.C. § 365(a), Fed. R. Bankr. 6006, and LBR 60061 Authorizing Assumption of Certain Unexpired Leases of Nonresidential Real Property (Los Angeles International Airport) (the “Cure Objection”). 2
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F.

The hearing on the Plan Injunction Motion and Cure Objection is currently set for

February 13, 2014 at 11:00 a.m. (Eastern Time). By agreement of the Parties, the current deadline for the Debtors to respond to the Plan Injunction Motion and Cure Objection is February 6, 2014 at 12:00 p.m. (Eastern Time). G. On or about January 24, 2014, American and the City entered into that certain

Settlement Agreement (the “Settlement Agreement”), which is subject to this Court’s approval, a copy of which is annexed hereto as Exhibit “A.” The Settlement Agreement, among other things, resolves the Cure Objection and the Plan Injunction Motion. AND NOW, THEREFORE, the Parties stipulate and agree as follows: 1. The terms of the Settlement Agreement are incorporated herein by reference as

though set forth in full herein. 2. The Settlement Agreement is approved and the Cure Amount owed by the

Debtors in connection with their prior assumption of the Terminal Lease shall be the amount as set forth in the Settlement Agreement. 3. Pursuant to the Settlement Agreement, the Plan Injunction Motion is hereby

deemed resolved and withdrawn. 4. Within three (3) business days after the City’s receipt of the Terminal 4 Partial

Settlement Fee, 1 the City and American shall file with the Bankruptcy Court the form of stipulation attached to the Settlement Agreement staying all proceedings with respect to the Assumption Motion and Cure Objection pending the first to occur of the Closing Date or the conditions set forth in Section 3(b) of the Settlement Agreement.

1

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Settlement Agreement.

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5.

The City agrees that any proof of claim filed by the City in the Chapter 11 Cases

shall be treated as set forth in the Settlement Agreement. 6. For the avoidance of doubt, nothing in this Stipulation shall be deemed to waive

any payment obligations of the Debtors incurred under the Terminal Lease following the Assumption Date, and the Debtors shall continue to comply with such obligations in the ordinary course. 7. The Stipulation may not be modified, amended, or vacated other than by a signed

writing executed by the Parties. 8. Each person who executes the Stipulation on behalf of a party hereto represents

that he or she is duly authorized to execute this Stipulation on behalf of such party. 9. This Stipulation may be executed in multiple counterparts, each of which shall be

deemed an original but all of which together shall constitute one and the same instrument. Evidence of execution of this Stipulation may be exchanged by facsimile or by electronic transmission of a scanned copy of the signature pages or by exchange of originally signed document, each of which shall be as fully binding on the party as a signed original.

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10.

The Parties irrevocably and unconditionally agree that the Court shall retain

exclusive jurisdiction to interpret, implement, and enforce the provisions of this Stipulation. Dated: February 7, 2014 New York, New York
By: /s/ JD Taliaferro JD Taliaferro KAYE SCHOLER LLP The McPherson Building 901 Fifteenth Street, NW Washington, District of Columbia 20005 Telephone: (202) 682-3664 Facsimile: (202) 414-0364 Marc S. Cohen KAYE SCHOLER LLP 1999 Avenue of the Stars Suite 1600 Los Angeles, CA 90067-6048 Telephone: (310) 788-1000 Facsimile: (310) 788-1200 -andMichael N. Feuer Los Angeles City Attorney Raymond S. Ilgunas General Counsel, Los Angeles World Airports D. Timothy Daze Assistant General Counsel, Los Angeles World Airports Los Angeles City Attorney’s Office One World Way Los Angeles, CA 90045 Phone: (424) 646-5010 Attorneys for The City of Los Angeles APPROVED AND SO ORDERED this 11th day of February, 2014 BY THE COURT : /s/ Sean H. Lane Sean H. Lane United States Bankruptcy Judge By: /s/ Stephen A. Youngman Stephen Karotkin Alfredo R. Perez Stephen A. Youngman WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Attorneys for Debtors and Reorganized Debtors

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Exhibit “A” Settlement Agreement

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