Shearman & Sterling represented Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and Calyon Securities (USA) Inc. as underwriters in connection with American Airlines, Inc.’s $520,110,000 public offering of Pass Through Certificates, Series 2009-1A. Goldman Sachs and Morgan Stanley acted as joint structuring agents and joint bookrunners and Calyon Securities acted as co-lead manager for the offering.

The proceeds from the sale of the Pass Through Certificates will, in part, be used to acquire equipment notes issued with respect to four Boeing 777-223ER aircraft owned by American Airlines. The balance of the proceeds will initially be held in escrow, pending the financing of 16 new Boeing 737-823 aircraft from a pool of 59 new Boeing 737-823 aircraft scheduled for delivery pursuant to an aircraft purchase agreement between American Airlines and The Boeing Company. The Class A Trust that will be issuing the Pass Through Certificates will withdraw funds from such escrow to acquire from American Airlines the equipment notes to be issued as these new aircraft are delivered.

The following Shearman & Sterling team advised the underwriters in the transaction: partners Robert Evans III (New York-Capital Markets), Jeffrey Crandall (New York-Executive Compensation & Employee Benefits) and John Sykes (New York-Tax); of counsel Ji Hoon Hong (New York-Capital Markets); associates Michael Cordera (New York-Finance), Stephen Ashley (New York-Capital Markets), Chris Setteducati (New York-Finance) and Summer Kim (New York-Capital Markets); and summer associate Doreen Xia (New York-Capital Markets).