Intercreditor Agreement – AMR Corp.

INTERCREDITOR AGREEMENT

(2011-2)

Dated as of October 4, 2011

among

U.S. BANK TRUST NATIONAL ASSOCIATION
as Trustee of the

American Airlines Pass Through Trust 2011-2A,

MORGAN STANLEY BANK, N.A.
as Class A Liquidity Provider,

and

U.S. BANK TRUST NATIONAL ASSOCIATION
as Subordination Agent

Intercreditor Agreement (2011-2)
AA Aircraft EETC

Table of Contents


		Page
ARTICLE I

DEFINITIONS

Section 1.01.	Definitions		2

ARTICLE II

TRUST ACCOUNTS; CONTROLLING PARTY

Section 2.01.	Agreement to Terms of Subordination; Payments from Monies Received Only		21
Section 2.02.	Trust Accounts		22
Section 2.03.	Deposits to the Collection Account and Special Payments Account		23
Section 2.04.	Distributions of Special Payments		24
Section 2.05.	Designated Representatives		25
Section 2.06.	Controlling Party		26

ARTICLE III

RECEIPT, DISTRIBUTION AND APPLICATION OF
AMOUNTS RECEIVED

Section 3.01.	Written Notice of Distribution		28
Section 3.02.	Distribution of Amounts on Deposit in the Collection Account		29
Section 3.03.	Other Payments		31
Section 3.04.	Payments to the Trustees and the Liquidity Providers		32
Section 3.05.	Liquidity Facilities		32

ARTICLE IV

EXERCISE OF REMEDIES

Section 4.01.	Directions from the Controlling Party		39
Section 4.02.	Remedies Cumulative		41
Section 4.03.	Discontinuance of Proceedings		41
Section 4.04.	Right of Certificateholders and the Liquidity Providers to Receive Payments Not to Be Impaired		42

Intercreditor Agreement (2011-2)
AA Aircraft EETC


		Page
ARTICLE V

DUTIES OF THE SUBORDINATION AGENT;
AGREEMENTS OF TRUSTEES, ETC.

Section 5.01.	Notice of Indenture Event of Default or Triggering Event		42
Section 5.02.	Indemnification		43
Section 5.03.	No Duties Except as Specified in Intercreditor Agreement		44
Section 5.04.	Notice from the Liquidity Providers and Trustees		44

ARTICLE VI

THE SUBORDINATION AGENT

Section 6.01.	Authorization; Acceptance of Trusts and Duties		44
Section 6.02.	Absence of Duties		44
Section 6.03.	No Representations or Warranties as to Documents		44
Section 6.04.	No Segregation of Monies; No Interest		45
Section 6.05.	Reliance; Agents; Advice of Counsel		45
Section 6.06.	Capacity in Which Acting		45
Section 6.07.	Compensation		45
Section 6.08.	May Become Certificateholder		46
Section 6.09.	Subordination Agent Required; Eligibility		46
Section 6.10.	Money to Be Held in Trust		46
Section 6.11.	Notice of Substitution or Replacement of Airframe		46

ARTICLE VII

SUCCESSOR SUBORDINATION AGENT

Section 7.01.	Replacement of Subordination Agent; Appointment of Successor		47

ARTICLE VIII

SUPPLEMENTS AND AMENDMENTS

Section 8.01.	Amendments, Waivers, Etc.		48
Section 8.02.	Subordination Agent Protected		53
Section 8.03.	Effect of Supplemental Agreements		53
Section 8.04.	Notice to Rating Agencies		54

ARTICLE IX

MISCELLANEOUS

Section 9.01.	Termination of Intercreditor Agreement		54
Section 9.02.	Intercreditor Agreement for Benefit of Trustees, Liquidity Providers and Subordination Agent		54

Intercreditor Agreement (2011-2)
AA Aircraft EETC


		Page
Section 9.03.	Notices		54
Section 9.04.	Severability		55
Section 9.05.	No Oral Modifications or Continuing Waivers		55
Section 9.06.	Successors and Assigns		55
Section 9.07.	Headings		56
Section 9.08.	Counterparts		56
Section 9.09.	Subordination		56
Section 9.10.	Governing Law		57
Section 9.11.	Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity		57
Section 9.12.	Non-Petition		58

Schedule A

Class B Liquidity Facility		A-1

Intercreditor Agreement (2011-2)
AA Aircraft EETC

iii

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT, dated as of October 4, 2011, is made by and
among U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in
its individual capacity, together with its successors and permitted assigns,
“U.S. Bank“), not in its individual capacity but solely as trustee of the
Class A Trust (such term and other capitalized terms used herein without
definition being defined as provided in Article I); MORGAN STANLEY BANK, N.A., a
national banking association (“MS Bank“), as Class A Liquidity Provider,
and U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity except
as expressly set forth herein, but solely as Subordination Agent and trustee
hereunder (in such capacity, together with any successor appointed pursuant to
Article VII, the “Subordination Agent“).

WHEREAS, pursuant to each Indenture with respect to an Aircraft, American
will issue on a recourse basis one or more (but not more than three outstanding
at any time concurrently) series of Equipment Notes secured by, among other
things, such Aircraft;

WHEREAS, pursuant to each Participation Agreement, each Trust then in
existence will acquire Equipment Notes having an interest rate identical to the
interest rate applicable to the Certificates issued by such Trust;

WHEREAS, pursuant to the Class A Trust Agreement, the Trust created thereby
proposes to issue the Class A Certificates bearing the interest rate and having
the final distribution date described in the Class A Trust Agreement on the
terms and subject to the conditions set forth therein;

WHEREAS, American may in the future enter into a Trust Supplement with
respect to a Class B Trust in connection with the issuance of Class B
Certificates to provide financing for the purchase by the Class B Trustee of the
Series B Equipment Notes, if issued in respect of, and secured by a security
interest in, the Aircraft;

WHEREAS, pursuant to the Underwriting Agreement, the Underwriters propose to
purchase the Class A Certificates;

WHEREAS, the Class A Liquidity Provider proposes to enter into a revolving
credit agreement with the Subordination Agent, as agent and trustee for the
Trustee of the Class A Trust for the benefit of the Certificateholders of the
Class A Trust; and

WHEREAS, it is a condition precedent to the obligations of the Underwriters
under the Underwriting Agreement that the Subordination Agent, the Class A
Trustee and the Class A Liquidity Provider agree to the terms of subordination
set forth in this Agreement in respect of each Class of Certificates, and the
Subordination Agent, the Class A Trustee and the Class A Liquidity Provider, by
entering into this Agreement, hereby acknowledge and agree to such terms of
subordination and the other provisions of this Agreement;

NOW, THEREFORE, in consideration of the mutual agreements herein contained,
and of other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

Intercreditor Agreement (2011-2)
AA Aircraft EETC

ARTICLE I

DEFINITIONS

Section 1.01. Definitions. (a) The definitions stated herein apply
equally to the singular and the plural forms of the terms defined.

(b) All references in this Agreement to designated “Articles”, “Sections” and
other subdivisions are to the designated Articles, Sections and other
subdivisions of this Agreement.

(c) The words “herein”, “hereof” and “hereunder” and other words of similar
import refer to this Agreement as a whole and not to any particular Article,
Section or other subdivision.

(d) Unless the context otherwise requires, whenever the words “including”,
“include” or “includes” are used herein, it shall be deemed to be followed by
the phrase “without limitation”.

(e) All references in this Agreement to a Person shall include successors and
permitted assigns of such Person.

(f) For purposes of this Agreement, unless the context otherwise requires,
the following capitalized terms shall have the following meanings:

“Acceleration” means, with respect to the amounts
payable in respect of the Equipment Notes issued under any Indenture, such
amounts becoming immediately due and payable by declaration or otherwise.
“Accelerate”, “Accelerated” and “Accelerating” have meanings correlative to the
foregoing.

“Actual Disposition Event” means, in respect of any
Equipment Note: (i) the sale or disposition by the applicable Loan Trustee of
the Aircraft securing such Equipment Note for cash, (ii) the occurrence of the
mandatory redemption date for such Equipment Note following an Event of Loss (as
defined in such Indenture) with respect to such Aircraft or (iii) the sale by
the Subordination Agent of such Equipment Note for cash.

“Additional Certificateholders” has the meaning
specified in Section 8.01(d).

“Additional Certificates” has the meaning specified
in Section 8.01(d).

“Additional Equipment Notes” has the meaning
specified in Section 8.01(d).

“Additional Trust” has the meaning specified in
Section 8.01(d).

“Additional Trust Agreement” has the meaning
specified in Section 8.01(d).

“Additional Trustee” has the meaning specified in
Section 8.01(d).

“Administration Expenses” has the meaning specified
in clause “first” of Section 3.02.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Advance” means, with respect to any Liquidity
Facility, any Advance as defined in such Liquidity Facility.

“Affiliate” means, with respect to any Person, any
other Person directly or indirectly controlling, controlled by or under direct
or indirect common control with such Person. For the purposes of this
definition, “control”, when used with respect to any specified Person, means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities or by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

“Agreement” means this Intercreditor Agreement,
dated as of October 4, 2011, as it may be amended, supplemented or otherwise
modified from time to time.

“Aircraft” means, with respect to each Indenture,
the “Aircraft” referred to therein.

“American” means American Airlines, Inc., a
Delaware corporation, and its successors and permitted assigns.

“American Bankruptcy Event” means the occurrence
and continuation of any of the following:

(a) American consents to the appointment of or the taking of possession by a
receiver, trustee or liquidator of itself or of a substantial part of its
property, admits in writing its inability to pay its debts generally as they
come due or makes a general assignment for the benefit of creditors;

(b) American files a voluntary petition in bankruptcy or a voluntary petition
or an answer seeking reorganization, liquidation or other relief as a debtor in
a case under any bankruptcy laws or insolvency laws (as in effect at such time)
or an answer admitting the material allegations of a petition filed against
American as a debtor in any such case, or American seeks relief as a debtor by
voluntary petition, answer or consent, under the provisions of any other
bankruptcy or other similar law providing for the reorganization or winding-up
of corporations (as in effect at such time), or American seeks an agreement,
composition, extension or adjustment with its creditors under such laws; or

(c) an order, judgment or decree is entered by any court of competent
jurisdiction appointing, without the consent of American , a receiver, trustee
or liquidator of American or sequestering any substantial part of its property,
or granting any other relief in respect of American as a debtor under any
bankruptcy laws or insolvency laws (as in effect at such time), and any such
order, judgment or decree of appointment or sequestration remains in force
undismissed, unstayed and unvacated for a period of 90 days after the date of
entry thereof; or

(d) a petition against American as a debtor in a case under the federal
bankruptcy laws or other insolvency laws (as in effect at such time) is filed
and not withdrawn or dismissed within 90 days thereafter, or if, under the
provisions of any law

Intercreditor Agreement (2011-2)
AA Aircraft EETC

providing for reorganization or winding-up of corporations that applies to
American , any court of competent jurisdiction assumes jurisdiction, custody or
control of American or of any substantial part of its property and such
jurisdiction, custody or control remains in force unrelinquished, unstayed and
unterminated for a period of 90 days.

“American Provisions” has the meaning specified in
Section 8.01(a).

“Appraisal” has the meaning specified in Section
4.01(a)(iv).

“Appraised Current Market Value” of any Aircraft
means the lower of the average and the median of the three most recent
Post-Default Appraisals of such Aircraft.

“Appraisers” means Aircraft Information Systems,
Inc., BK Associates, Inc. and Morten Beyer & Agnew, Inc. or, so long as the
Person entitled or required hereunder to select such Appraiser acts reasonably,
any other nationally recognized appraiser reasonably satisfactory to the
Subordination Agent and the Controlling Party.

“Available Amount” means, with respect to any
Liquidity Facility on any drawing date, subject to the proviso contained in the
first sentence of Section 3.05(g), an amount equal to (a) the Stated Amount of
such Liquidity Facility at such time, less (b) the aggregate amount of each
Interest Drawing honored by the Liquidity Provider under such Liquidity Facility
on or prior to such date that has not been reimbursed or reinstated as of such
date; provided that, following a Downgrade Drawing, a Non-Extension
Drawing, a Special Termination Drawing or a Final Drawing under such Liquidity
Facility, the Available Amount of such Liquidity Facility shall be zero.

“Bankruptcy Code” means the United States
Bankruptcy Code, 11 United States Code § §101 et seq., as amended,
or any successor statutes thereto.

“Basic Agreement” means that certain Pass Through
Trust Agreement, dated as of March 21, 2002, between American and U.S. Bank, as
successor in interest to State Street Bank and Trust Company of Connecticut,
National Association, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms, but does not include
any Trust Supplement.

“Business Day” means, with respect to the
Certificates of any Class, any day other than a Saturday, or a Sunday or a day
on which commercial banks are required or authorized to close in New York, New
York, Fort Worth, Texas, Wilmington, Delaware, or, so long as any Certificate is
outstanding, the city and state in which any Trustee, the Subordination Agent or
any related Loan Trustee maintains its Corporate Trust Office or receives and
disburses funds, and that, solely with respect to draws under any Liquidity
Facility, also is a “Business Day” as defined in such Liquidity Facility.

“Cash Collateral Account” means the Class A Cash
Collateral Account or the Class B Cash Collateral Account, as applicable.

“Certificate” means a Class A Certificate or, if
issued, a Class B Certificate, as applicable.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Certificate Buy-Out Event” means that an American
Bankruptcy Event has occurred and is continuing and either of the following
events has occurred: (A) (i) the 60-Day Period has expired, and (ii) American
has not entered into one or more agreements under Section 1110(a)(2)(A) of the
Bankruptcy Code to perform all of its obligations under all of the Indentures
and cured defaults under all of the Indentures in accordance with Section
1110(a)(2)(B) of the Bankruptcy Code or, if it has entered into such agreements,
has at any time thereafter failed to cure any default under any of the
Indentures in accordance with Section 1110(a)(2)(B) of the Bankruptcy Code; or
(B) prior to the expiry of the 60-Day Period, American shall have abandoned any
Aircraft.

“Certificateholder” means, with respect to any
Class of Certificates, the Person in whose name a Certificate is registered in
the Register for the Certificates of such Class.

“Citizen of the United States” has the meaning
specified for such term in Section 40102(a)(15) of Title 49 of the United States
Code or any similar legislation of the United States enacted in substitution or
replacement therefor.

“Class” means a single class of Certificates issued
by a Trust pursuant to a Trust Agreement.

“Class A Cash Collateral Account” means, in respect
of the Class A Liquidity Facility, an Eligible Deposit Account in the name of
the Subordination Agent maintained at an Eligible Institution, which shall be
the Subordination Agent if it so qualifies, into which amounts shall be
deposited as referred to in Section 3.05(f).

“Class A Certificateholder” means, at any time, any
Certificateholder of one or more Class A Certificates.

“Class A Certificates” means the certificates
issued by the Class A Trust, substantially in the form of Exhibit A to the Class
A Trust Agreement, and authenticated by the Class A Trustee, representing
Fractional Undivided Interests in the Class A Trust, and any certificates issued
in exchange therefor or replacement thereof pursuant to the terms of the Class A
Trust Agreement.

“Class A Liquidity Expenses” means all Class A
Liquidity Obligations other than (i) the principal amount of any Drawings under
the Class A Liquidity Facility and (ii) any interest accrued on any Class A
Liquidity Obligations.

“Class A Liquidity Facility” means, initially, the
Revolving Credit Agreement (2011-2A), dated as of the date hereof, between the
Subordination Agent, as agent and trustee for the Class A Trustee, and MS Bank
and, from and after the replacement of such agreement pursuant hereto, the
Replacement Liquidity Facility therefor, if any, in each case as amended,
supplemented or otherwise modified from time to time in accordance with its
terms; provided, that, for purposes of any obligation of American, no
amendment, modification or supplement to, or substitution or replacement of, any
Class A Liquidity Facility shall be effective unless consented to by American.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Class A Liquidity Obligations” means all
principal, interest, fees and other amounts owing to the Class A Liquidity
Provider under the Class A Liquidity Facility, Section 4.02 of the Participation
Agreements or the applicable Fee Letter.

“Class A Liquidity Provider” means MS Bank,
together with any Replacement Liquidity Provider that has issued a Replacement
Liquidity Facility to replace the Class A Liquidity Facility pursuant to Section
3.05(c) or 3.05(e).

“Class A Trust” means the American Airlines Pass
Through Trust 2011-2A created and administered pursuant to the Class A Trust
Agreement.

“Class A Trust Agreement” means the Basic
Agreement, as supplemented by Trust Supplement No. 2011-2A thereto, dated as of
the date hereof, governing the creation and administration of the American
Airlines Pass Through Trust 2011-2A and the issuance of the Class A
Certificates, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.

“Class A Trustee” means U.S. Bank, not in its
individual capacity except as expressly set forth in the Class A Trust
Agreement, but solely as trustee under the Class A Trust Agreement, together
with any successor trustee appointed pursuant thereto.

“Class B Adjusted Interest” means, as of any
Current Distribution Date: (I) any interest described in clause (II) of this
definition accrued prior to the immediately preceding Distribution Date which
remains unpaid and (II) the sum of (A) interest determined at the Stated
Interest Rate for the Class B Certificates for the period commencing on, and
including, the immediately preceding Distribution Date (or, if the Current
Distribution Date is the first Distribution Date, the Closing Date) and ending
on, but excluding, the Current Distribution Date, on the Eligible B Pool Balance
on such Current Distribution Date and (B) the sum of interest for each Series B
Equipment Note with respect to which, or with respect to the Aircraft with
respect to which such Equipment Note was issued, a disposition, distribution,
sale or Deemed Disposition Event has occurred since the immediately preceding
Distribution Date (but only if no such event has previously occurred with
respect to such Series B Equipment Note), determined at the Stated Interest Rate
for the Class B Certificates for each day during the period commencing on, and
including, the immediately preceding Distribution Date (or, if the Current
Distribution Date is the first Distribution Date, the Closing Date) and ending
on, but excluding, the date of the earliest of such disposition, distribution,
sale or Deemed Disposition Event with respect to such Series B Equipment Note or
such Aircraft, as the case may be, on the principal amount of such Series B
Equipment Note calculated pursuant to clause (B)(i), (ii), (iii) or (iv), as
applicable, of the definition of Eligible B Pool Balance.

“Class B Cash Collateral Account” means, in respect
of the Class B Liquidity Facility, an Eligible Deposit Account in the name of
the Subordination Agent maintained at an Eligible Institution, which shall be
the Subordination Agent if it so qualifies, into which amounts shall be
deposited as referred to in Section 3.05(f), if and when such account is
created.

“Class B Certificateholder” means, at any time, any
Certificateholder of one or more Class B Certificates.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Class B Certificates“, if issued, means any
Certificates issued by the Class B Trust, if and when created, representing
Fractional Undivided Interests in the Class B Trust.

“Class B Liquidity Expenses” means all Class B
Liquidity Obligations other than (i) the principal amount of any Drawings under
the Class B Liquidity Facility and (ii) any interest accrued on any Class B
Liquidity Obligations.

“Class B Liquidity Facility” means, if and when
executed and delivered in connection with the issuance of the Class B
Certificates, a facility consisting of one or more instruments provided by the
Class B Liquidity Provider in the form of a revolving credit agreement or such
other form (which may include a letter of credit, surety bond, financial
insurance policy or guaranty) as may be determined in connection with such
issuance to cover interest payments on the Class B Certificates in a face amount
equal to the Required Amount for the Class B Certificates and, from and after
the replacement of such facility pursuant hereto, the Replacement Liquidity
Facility therefor, if any, in each case as amended, supplemented or otherwise
modified from time to time in accordance with its terms; provided,
that, for purposes of any obligation of American, no Class B Liquidity Facility
and no amendment, modification or supplement to, or substitution or replacement
of, any Class B Liquidity Facility shall be effective unless consented to by
American.

“Class B Liquidity Obligations” means all
principal, interest, fees and other amounts owing to the Class B Liquidity
Provider under the Class B Liquidity Facility, Section 4.02 of the Participation
Agreements or the applicable Fee Letter.

“Class B Liquidity Provider” means the initial
provider of any Class B Liquidity Facility, if any, together with any
Replacement Liquidity Provider that has issued a Replacement Liquidity Facility
to replace the Class B Liquidity Facility pursuant to Section 3.05(c) or
3.05(e).

“Class B Related Terms” means (i) the following
defined terms: (a) Class B Adjusted Interest, Class B Cash Collateral Account,
Class B Certificateholder, Class B Certificates, Class B Liquidity Expenses,
Class B Liquidity Facility, Class B Liquidity Obligations, Class B Liquidity
Provider, Class B Trust, Class B Trustee and Series B Equipment Notes, (b)
Refinancing Certificateholders, Refinancing Certificates, Refinancing Equipment
Notes, Refinancing Trust, Refinancing Trust Agreement and Refinancing Trustee
(to the extent that such terms relate to the Class B Certificates, the Class B
Liquidity Facility or the Series B Equipment Notes); and (c) Final Legal
Distribution Date and Stated Interest Rate solely to the extent that such terms
relate to the Class B Certificates or the Class B Liquidity Facility; and (ii)
any other provision hereof (including any other defined term or term defined by
reference to any Liquidity Facility) to the extent it applies to any of the
terms specified in foregoing clause (i).

“Class B Trust” means the American Airlines Pass
Through Trust 2011-2B, if and when created, administered pursuant to the Class B
Trust Agreement.

“Class B Trust Agreement” means the Basic
Agreement, as supplemented by a trust supplement, if and when executed and
delivered, governing the creation and administration

Intercreditor Agreement (2011-2)
AA Aircraft EETC

of the Class B Trust and the issuance of any Class B Certificates, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.

“Class B Trustee” means U.S. Bank, not in its
individual capacity except as shall expressly be set forth in the Class B Trust
Agreement, if any, but solely as trustee under the Class B Trust Agreement,
together with any successor trustee appointed pursuant thereto.

“Closing Date” means October 4, 2011.

“Code” means the Internal Revenue Code of 1986, as
amended from time to time, and Treasury Regulations promulgated thereunder.

“Collateral” means, with respect to any Indenture,
the “Collateral” referred to therein.

“Collection Account” means the Eligible Deposit
Account established by the Subordination Agent pursuant to Section 2.02(a) in
and from which the Subordination Agent shall make deposits and withdrawals in
accordance with this Agreement.

“Consent Notice” has the meaning specified in
Section 3.05(d).

“Consent Period” has the meaning specified in
Section 3.05(d).

“Controlling Party” means the Person entitled to
act as such pursuant to the terms of Section 2.06.

“Corporate Trust Office” means, with respect to any
Trustee, the Subordination Agent or any Loan Trustee, the office of such Person
in the city at which, at any particular time, its corporate trust business shall
be principally administered.

“Current Distribution Date” means a Distribution
Date specified as a reference date for calculating the Expected Distributions
with respect to the Certificates of any Trust as of such Distribution Date.

“Delivery Period Termination Date” has the meaning
specified in the Note Purchase Agreement.

“Deemed Disposition Event” means, in respect of any
Equipment Note, the continuation of an Indenture Event of Default in respect of
such Equipment Note without an Actual Disposition Event occurring in respect of
such Equipment Note for a period of four years from the date of the occurrence
of such Indenture Event of Default.

“Deposit Agreement” means, subject to Section 5 of
the Note Purchase Agreement, the Deposit Agreement (Class A), dated as of the
date hereof, between the Escrow Agent and the Depositary, as the same may be
amended, modified or supplemented from time to time in accordance with the terms
thereof.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Depositary” means, subject to Section 5 of the
Note Purchase Agreement, The Bank of New York Mellon, as Depositary under the
Deposit Agreement.

“Deposits” has the meaning set forth in the Deposit
Agreement.

“Designated Representatives” means the
Subordination Agent Representatives, the Trustee Representatives and the LP
Representatives identified under Section 2.05.

“Distribution Date” means a Regular Distribution
Date or a Special Distribution Date.

“Dollars” or “$”
means the lawful currency of the United States.

“Downgrade Drawing” has the meaning specified in
Section 3.05(c).

“Downgrade Event” with respect to any Liquidity
Facility has the meaning specified in such Liquidity Facility.

“Downgraded Facility” has the meaning specified in
Section 3.05(c).

“Drawing” means an Interest Drawing, a Final
Drawing, a Non-Extension Drawing, a Special Termination Drawing or a Downgrade
Drawing, as the case may be.

“DTC” means The Depository Trust Company.

“Eligible B Pool Balance” means, as of any date of
determination, the excess of (A) the Pool Balance of the Class B Certificates as
of the immediately preceding Distribution Date (or, if such date of
determination is on or before the first Distribution Date after the date of
issuance of the Class B Certificates, the original aggregate face amount of the
Class B Certificates) (after giving effect to distributions made on such date of
determination) over (B) the sum of, with respect to each Series B Equipment
Note, one of the following amounts, if applicable: (i) if there has previously
been a sale or disposition by the applicable Loan Trustee of the applicable
Aircraft for cash under the Indenture pursuant to which such Series B Equipment
Note was issued, the outstanding principal amount of such Series B Equipment
Note that remains unpaid as of such date of determination subsequent to such
sale or disposition and after giving effect to any distributions of the proceeds
of such sale or disposition applied under such Indenture to the payment of such
Series B Equipment Note, (ii) if there has previously been an Event of Loss (as
defined in such Indenture) with respect to the applicable Aircraft to which such
Series B Equipment Note relates, the outstanding principal amount of such Series
B Equipment Note that remains unpaid as of such date of determination subsequent
to the scheduled date of mandatory redemption of such Series B Equipment Note
following such Event of Loss and after giving effect to the distributions of any
proceeds in respect of such Event of Loss applied under such Indenture to the
payment of such Series B Equipment Note, (iii) if such Series B Equipment Note
has previously been sold for cash by the Subordination Agent, the excess, if
any, of (x) the outstanding amount of principal and interest as of the date of
such sale by the Subordination Agent of such Series B Equipment Note over (y)
the purchase price received with respect to such sale of such Series B Equipment
Note for cash (net of any applicable costs and expenses of such sale) or (iv) if
a Deemed Disposition Event has occurred

Intercreditor Agreement (2011-2)
AA Aircraft EETC

with respect to such Series B Equipment Note, the outstanding principal
amount of such Series B Equipment Note; provided, however, that if more
than one of the clauses (i), (ii), (iii) and (iv) is applicable to any one
Series B Equipment Note, only the amount determined pursuant to the clause that
first became applicable shall be counted with respect to such Series B Equipment
Note.

“Eligible Deposit Account” means either (a) a
segregated account with an Eligible Institution or (b) a segregated trust
account with the corporate trust department of a depository institution
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia (or any U.S. branch of a foreign
bank), having corporate trust powers and acting as trustee for funds deposited
in such account, so long as any of the securities of such depository institution
has a Long-Term Rating of at least A- or its equivalent from S&P or at least
A3 or its equivalent from Moody’s. An Eligible Deposit Account may be maintained
with the Subordination Agent or a Liquidity Provider so long as the
Subordination Agent or such Liquidity Provider is an Eligible Institution;
provided, that the Subordination Agent, in its individual capacity, or
such Liquidity Provider shall have waived all rights of set-off and counterclaim
with respect to such account.

“Eligible Institution” means (a) the corporate
trust department of the Subordination Agent or any Trustee, as applicable, or
(b) a depository institution organized under the laws of the United States of
America or any one of the states thereof or the District of Columbia (or any
U.S. branch of a foreign bank), which has a Long Term Rating from each Rating
Agency of at least A- or its equivalent by S&P or at least A3 or its
equivalent by Moody’s.

“Eligible Investments” means investments in (a)
obligations of the United States government or agencies thereof, or obligations
guaranteed by the United States government, (b) open market commercial paper of
any corporation incorporated under the laws of the United States or any state
thereof having a Short-Term Rating of at least A-1 or its equivalent by S&P
or at least P-1 or its equivalent by Moody’s, (c) certificates of deposit issued
by commercial banks organized under the laws of the United States or of any
political subdivision thereof (or any United States branch of a foreign bank)
having a combined capital and surplus in excess of $500,000,000 which banks or
their holding companies have a Long-Term Rating of at least A or its equivalent
by S&P or at least A2 or its equivalent by Moody’s; provided,
however, that the aggregate amount at any one time invested in certificates of
deposit issued by any one bank shall not be in excess of 5% of such bank’s
capital and surplus, (d) Dollar denominated offshore certificates of deposit
issued by, or offshore time deposits with, any commercial bank described in
clause (c) or any subsidiary thereof, and (e) repurchase agreements with any
financial institution having combined capital and surplus of at least
$500,000,000 with any of the obligations described in clauses (a) through (d) as
collateral. If none of the above investments is available, the entire amounts to
be invested may be used to purchase Federal funds from an entity described in
clause (c). All Eligible Investments must be held in an Eligible Deposit
Account. Any of the investments described herein may be made through or with, as
applicable, the bank acting as Trustee or its Affiliates.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Equipment Note Special Payment” means a Special
Payment on account of the redemption, purchase or prepayment of all of the
Equipment Notes issued pursuant to an Indenture.

“Equipment Notes” means, at any time, the Series A
Equipment Notes and, if issued, the Series B Equipment Notes and in either case,
any Equipment Notes issued in exchange therefor or replacement thereof pursuant
to the terms of the Indentures.

“Escrow Agent” means U.S. Bank National
Association, as escrow agent under each Escrow and Paying Agent Agreement,
together with its successors in such capacity.

“Escrow and Paying Agent Agreement” means the
Escrow and Paying Agent Agreement (Class A) dated as of the date hereof, among
the Escrow Agent, the Underwriters, the Class A Trustee and the Paying Agent, as
the same may be amended, modified or supplemented from time to time in
accordance with the terms thereof.

“Escrow Receipts” has the meaning assigned to such
term in the Escrow and Paying Agent Agreement.

“Excess Liquidity Obligations” means, with respect
to an Indenture, the amounts payable under clauses (a), (b), (c), (d), (e) and
(f) of Section 2.14 of such Indenture.

“Expected Distributions” means, with respect to the
Certificates of any Trust on any Current Distribution Date, the difference
between (A) the Pool Balance of such Certificates as of the immediately
preceding Distribution Date (or, if the Current Distribution Date is the first
Distribution Date after the date of issuance of such Certificates, the original
aggregate face amount of the Certificates of such Trust) and (B) the Pool
Balance of such Certificates as of the Current Distribution Date calculated on
the basis that (i) the principal of any Non-Performing Equipment Notes held in
such Trust has been paid in full and such payments have been distributed to the
holders of such Certificates, (ii) the principal of any Performing Equipment
Notes held in such Trust has been paid when due (whether at stated maturity or
upon prepayment or purchase or otherwise, but without giving effect to any
Acceleration of Performing Equipment Notes) and such payments have been
distributed to the holders of such Certificates and (iii) the principal of any
Equipment Notes formerly held in such Trust that have been sold pursuant to the
terms hereof has been paid in full and such payments have been distributed to
the holders of such Certificates, but, in the case of the Class A Certificates,
without giving effect to any reduction in the Pool Balance as a result of any
distribution attributable to Deposits occurring after the immediately preceding
Distribution Date (or, if the Current Distribution Date is the first
Distribution Date, occurring after the initial issuance of the Class A
Certificates). For purposes of calculating Expected Distributions with respect
to the Certificates of any Trust, any Premium paid on the Equipment Notes held
in such Trust which has not been distributed to the Certificateholders of such
Trust (other than such Premium or a portion thereof applied to the payment of
interest in respect of the Certificates of such Trust or the reduction of the
Pool Balance of such Trust) shall be added to the amount of such Expected
Distributions.

“Expiry Date” with respect to any Liquidity
Facility, has the meaning specified in such Liquidity Facility.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Fee Letter” means any fee letter entered into
among the Subordination Agent, American and a Liquidity Provider and
“Fee Letters” has a correlative meaning.

“Final Distributions” means, with respect to the
Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate
amount of all accrued and unpaid interest on such Certificates (excluding, in
the case of the Class A Certificates, interest, if any, payable with respect to
the Deposits) and (y) the Pool Balance of such Certificates as of the
immediately preceding Distribution Date (less, in the case of the Class A Trust,
the amount of Deposits as of such preceding Distribution Date other than any
portion of such Deposits thereafter used to acquire Equipment Notes pursuant to
the Note Purchase Agreement). For purposes of calculating Final Distributions
with respect to the Certificates of any Trust, any Premium paid on the Equipment
Notes held in such Trust which has not been distributed to the
Certificateholders of such Trust (other than such Premium or a portion thereof
applied to the payment of interest on the Certificates of such Trust or the
reduction of the Pool Balance of such Trust) shall be added to the amount of
such Final Distributions.

“Final Drawing” has the meaning specified in
Section 3.05(i).

“Final Legal Distribution Date” means (i) with
respect to the Class A Certificates, April 15, 2023 and (ii) with respect to the
Class B Certificates, a date to be determined as such for the Class B
Certificates.

“Fractional Undivided Interest” means the
fractional undivided interest in a Trust that is represented by a Certificate
relating to such Trust.

“Indenture” means each of the Indenture and
Security Agreements entered into by the Loan Trustee and American pursuant to
the Note Purchase Agreement, in each case, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

“Indenture Event of Default” means, with respect to
any Indenture, any Event of Default (as such term is defined in such Indenture)
thereunder.

“Interest Drawing” has the meaning specified in
Section 3.05(a).

“Interest Payment Date” means, with respect to any
Liquidity Facility, each date on which interest is due and payable under such
Liquidity Facility on a Downgrade Drawing, Non-Extension Drawing, Special
Termination Drawing or Final Drawing thereunder, other than any such date on
which interest is due and payable under such Liquidity Facility only on an
Applied Provider Advance (as such term is defined in such Liquidity Facility).

“Investment Earnings” means investment earnings on
funds on deposit in the Trust Accounts net of losses and the Subordination
Agent’s reasonable expenses in making such investments.

“Lending Office” has the meaning specified in the
applicable Liquidity Facility.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Lien” means any mortgage, pledge, lien, charge,
claim, disposition of title, encumbrance, lease, sublease or security interest
of any kind, including, without limitation, any of the foregoing arising under
any conditional sales or other title retention agreement.

“Liquidity Event of Default“, with respect to any
Liquidity Facility, has the meaning specified in such Liquidity Facility.

“Liquidity Expenses” means the Class A Liquidity
Expenses and the Class B Liquidity Expenses.

“Liquidity Facility” means, at any time, the Class
A Liquidity Facility or the Class B Liquidity Facility, as applicable.

“Liquidity Obligations” means the Class A Liquidity
Obligations and the Class B Liquidity Obligations.

“Liquidity Provider” means, at any time, the Class
A Liquidity Provider or, if the Class B Liquidity Facility shall have been
provided, the Class B Liquidity Provider, as applicable.

“Loan Trustee” means, with respect to any
Indenture, the bank, trust company or other financial institution designated as
loan trustee thereunder, and any successor to such loan trustee.

“Long-Term Rating” means, for any entity (a) in the
case of Moody’s, the long-term senior unsecured debt rating of such entity and
(b) in the case of S&P, the long-term issuer credit rating of such entity.

“LP Incumbency Certificate” has the meaning
specified in Section 2.05(c).

“LP Representatives” has the meaning specified in
Section 2.05(c).

“Majority in Interest of Noteholders“, with respect
to any Indenture, has the meaning specified in such Indenture.

“Minimum Sale Price” means, with respect to any
Aircraft or the Equipment Notes issued in respect of such Aircraft, at any time,
the lesser of (1) in the case of the sale of an Aircraft, 80%, or in the case of
the sale of such Equipment Notes, 90%, of the Appraised Current Market Value of
such Aircraft and (2) the sum of the aggregate Note Target Price of such
Equipment Notes and an amount equal to the Excess Liquidity Obligations in
respect of the Indenture under which such Equipment Notes were issued.

“Moody’s” means Moody’s Investors Service, Inc.

“Non-Controlling Party” means, at any time, any
Trustee or Liquidity Provider which is not the Controlling Party at such time.

“Non-Extended Facility” has the meaning specified
in Section 3.05(d).

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Non-Extension Drawing” has the meaning specified
in Section 3.05(d).

“Non-Performing Equipment Note” means an Equipment
Note issued pursuant to an Indenture that is not a Performing Equipment Note.

“Note Purchase Agreement” means the Note Purchase
Agreement, dated as of the date hereof, among American, the Class A Trustee, the
Escrow Agent, the Subordination Agent and the Paying Agent, as amended,
supplemented or otherwise modified from time to time in accordance with its
terms.

“Note Target Price” means, for any Equipment Note
issued under any Indenture, (i) the aggregate outstanding principal amount of
such Equipment Note, plus (ii) the accrued and unpaid interest thereon, together
with all other sums owing on or in respect of such Equipment Note under such
Indenture (including, without limitation, enforcement costs incurred by the
Subordination Agent in respect of such Equipment Note).

“Notice Date” has the meaning specified in Section
3.05(d).

“Officer’s Certificate” of any Person means a
certification signed by a Responsible Officer of such Person.

“Operative Agreements” means this Agreement, the
Liquidity Facilities, the Fee Letters, the Indentures, the Trust Agreements, the
Participation Agreements, the Equipment Notes and the Certificates, together
with all exhibits and schedules included with any of the foregoing.

“Outstanding” means, when used with respect to each
Class of Certificates, as of the date of determination, all Certificates of such
Class theretofore authenticated and delivered under the related Trust Agreement,
except:

(i) Certificates of such Class theretofore canceled by the Registrar (as
defined in such Trust Agreement) or delivered to the Trustee thereunder or such
Registrar for cancellation;

(ii) all of the Certificates of such Class for which money in the full amount
required to make the Final Distribution with respect to such Certificates
pursuant to Section 11.01 of such Trust Agreement has been theretofore deposited
with the related Trustee in trust for the holders of such Certificates as
provided in Section 4.01 of such Trust Agreement, pending distribution of such
money to such Certificateholders pursuant to such Final Distribution payment;
and

(iii) Certificates of such Class in exchange for or in lieu of which other
Certificates of such Class have been authenticated and delivered pursuant to
such Trust Agreement;

provided, however, that in determining whether the holders of the
requisite Fractional Undivided Interest of such Certificates have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
any Certificates owned by American or any of its Affiliates shall be

Intercreditor Agreement (2011-2)
AA Aircraft EETC

disregarded and deemed not to be Outstanding except that, in determining
whether the Trustee of the applicable Trust shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Certificates that such Trustee knows to be so owned shall be so
disregarded. Notwithstanding the foregoing, (x) if American and its Affiliates
own 100% of the Certificates of any Class, such Certificates shall not be so
disregarded and (y) if any amount of such Certificates owned by American and its
Affiliates have been pledged in good faith, such Certificates shall not be
disregarded if the pledgee establishes to the satisfaction of the applicable
Trustee the pledgee’s right so to act with respect to such Certificates and that
the pledgee is not American or any of its Affiliates.

“Overdue Scheduled Payment” means any Scheduled
Payment which is not in fact received by the Subordination Agent within five
days after the Scheduled Payment Date relating thereto.

“Parent” means AMR Corporation, a Delaware
corporation, together with any successor in interest pursuant to Section 5.02 of
the Trust Agreements.

“Parent Guarantee” means the Guarantee, dated as of
October 4, 2011, from the Parent to U.S. Bank Trust National Association, in its
individual capacity and as Class A Trustee, Subordination Agent and Loan
Trustee, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms.

“Participation Agreement” means, with respect to
each Indenture, the “Participation Agreement” referred to therein, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.

“Payees” has the meaning specified in Section
2.04(c).

“Paying Agent” means U.S. Bank Trust National
Association, as paying agent under each Escrow and Paying Agent Agreement,
together with its successors in such capacity.

“Paying Agent Account” has the meaning assigned to
such term in the Escrow and Paying Agent Agreements.

“Payment Default” with respect to any Indenture,
has the meaning specified in such Indenture.

“Performing Equipment Note” means an Equipment Note
issued pursuant to an Indenture with respect to which no Payment Default has
occurred and is continuing (without giving effect to any Acceleration);
provided, that in the event of a bankruptcy proceeding in which
American is a debtor under the Bankruptcy Code, (i) any payment default
occurring before the date of the order for relief in such proceeding shall not
be taken into consideration during the 60-Day Period (or such longer period as
may apply under Section 1110(b) of the Bankruptcy Code) (the “Section 1110
Period”), (ii) any payment default occurring after the date of the order for
relief in such proceeding shall not be taken into consideration if such payment
default is cured under Section 1110(a)(2)(B) of the Bankruptcy Code before the
later of 30 days after the date of such default or the expiration of the Section
1110 Period and (iii) any payment default occurring after the Section 1110
Period will not be taken into consideration if such

Intercreditor Agreement (2011-2)
AA Aircraft EETC

payment default is cured before the end of the grace period, if any, set
forth in the related Indenture.

“Performing Note Deficiency” means any time that
less than 65% of the then aggregate outstanding principal amount of all
Equipment Notes (other than any Additional Equipment Notes issued under any
Indenture) are Performing Equipment Notes.

“Person” means any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock company,
trust, trustee, unincorporated organization or government or any agency or
political subdivision thereof.

“Pool Balance” means, with respect to the
Certificates of any Class, as of any date, (i) the original aggregate face
amount of the Certificates of such Class less (ii) the aggregate amount of all
distributions made in respect of such Certificates of such Class or (in the case
of the Class A Certificates) in respect of Deposits, other than distributions
made as of such date in respect of interest or Premium or reimbursement of any
costs or expenses incurred in connection therewith. The Pool Balance as of any
Distribution Date with respect to each Class shall be computed after giving
effect to any distribution with respect to unused Deposits (in the case of the
Class A Certificates), the payment of principal, if any, on the Equipment Notes
or payment with respect to other Trust Property held in the related Trust and
the distribution thereof to be made on such date.

“Post-Default Appraisal” has the meaning specified
in Section 4.1(a)(iv).

“Premium” means any “Make-Whole
Amount” as such term is defined in any Indenture.

“Proceeding” means any suit in equity, action at
law or other judicial or administrative proceeding.

“PTC Event of Default” means, with respect to each
Trust Agreement, the failure to distribute within 10 Business Days after the
applicable Distribution Date: (i) the outstanding Pool Balance of the applicable
Class of Certificates on the Final Legal Distribution Date for such Class or
(ii) interest scheduled for distribution on such Certificates on any
Distribution Date (unless, in the case of the Class A Trust Agreement or the
Class B Trust Agreement, the Subordination Agent shall have made an Interest
Drawing or a withdrawal from the Cash Collateral Account relating to a Liquidity
Facility for such Class, with respect thereto in an aggregate amount sufficient
to pay such interest and shall have distributed such amount to the Trustee
entitled thereto).

“Rating Agencies” means, with respect to any Class
of Certificates, collectively, at any time, each nationally recognized rating
agency which shall have been requested to rate such Class of Certificates and
which shall then be rating such Class of Certificates. The initial Rating
Agencies for the Class A Certificates will be Moody’s and S&P.

“Ratings Confirmation” means, with respect to any
action proposed to be taken, with respect to any Class of Certificates, a
written confirmation from each of the Rating Agencies to the effect that such
action would not result in (i) a reduction of the rating for such

Intercreditor Agreement (2011-2)
AA Aircraft EETC

Class of Certificates below the then current rating for such Class of
Certificates or (ii) a withdrawal or suspension of the rating of such Class of
Certificates.

“Refinancing Certificateholders” has the meaning
specified in Section 8.01(c).

“Refinancing Certificates” has the meaning
specified in Section 8.01(c).

“Refinancing Equipment Notes” has the meaning
specified in Section 8.01(c).

“Refinancing Trust Agreement” has the meaning
specified in Section 8.01(c).

“Refinancing Trust” has the meaning specified in
Section 8.01(c).

“Refinancing Trustee” has the meaning specified in
Section 8.01(c).

“Register“, with respect to any Trust, has the
meaning ascribed to such term in the Trust Agreement for such Trust.

“Regular Distribution Dates” means each April 15
and each October 15, commencing on April 15, 2012; provided,
however, that, if any such day shall not be a Business Day, the related
distribution shall be made on the next succeeding Business Day without
additional interest.

“Replacement Airframe” has the meaning specified in
Section 6.11.

“Replacement Depositary” has the meaning specified
in the Note Purchase Agreement.

“Replacement Liquidity Facility” means, for any
Liquidity Facility, an irrevocable revolving credit agreement (or agreements) in
substantially the form of the replaced Liquidity Facility, including
reinstatement provisions, or in such other form (which may include a letter of
credit, surety bond, financial insurance policy or guaranty) as shall permit the
Rating Agencies to confirm in writing their respective ratings then in effect
for the Certificates of the Class with respect to which such Liquidity Facility
was issued (before downgrading of such ratings, if any, as a result of the
downgrading, if any, of the applicable Liquidity Provider), in a face amount (or
in an aggregate face amount) equal to the applicable Required Amount and issued
by a Person (or Persons) having Short-Term Ratings issued by the applicable
Rating Agencies that are equal to or higher than the Threshold Rating specified
in clause (i) of the definition of Threshold Rating or if such Person (or
Persons) does not have a Short-Term Rating from a given applicable Rating
Agency, a Long-Term Rating issued by such applicable Rating Agency that is equal
to or higher than the Threshold Rating specified in clause (ii) of the
definition of Threshold Rating. Without limitation of the form that a
Replacement Liquidity Facility otherwise may have pursuant to the preceding
sentence, a Replacement Liquidity Facility for any Class of Certificates may
have a stated expiration date earlier than 15 days after the Final Legal
Distribution Date of such Class of Certificates so long as such Replacement
Liquidity Facility provides for a Non-Extension Drawing as contemplated by
Section 3.05(d) hereof.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Replacement Liquidity Provider” means a Person (or
Persons) who issues a Replacement Liquidity Facility.

“Required Amount” means, with respect to each
Liquidity Facility or the Cash Collateral Account for any Class, for any day,
the sum of the aggregate amount of interest, calculated at the rate per annum
equal to the Stated Interest Rate for the Class A Certificates on the basis of a
360-day year comprised of twelve 30-day months, that would be distributable on
such Class of Certificates on each of the three successive Regular Distribution
Dates immediately following such day, in each case calculated on the basis of
the Pool Balance of such Class of Certificates on such date and without regard
to expected future distributions of principal on such Class of Certificates.

“Responsible Officer” means (i) with respect to the
Subordination Agent and each of the Trustees, any officer in the Corporate Trust
Department or similar department of the Subordination Agent or such Trustee, as
the case may be, or any other officer customarily performing functions similar
to those performed by the persons who at the time shall be such officers or to
whom any corporate trust matter is referred because of his knowledge of and
familiarity with a particular subject, and (ii) with respect to any Liquidity
Provider, any authorized officer of such Liquidity Provider.

“S&P” means Standard & Poor’s Ratings
Services, a Standard & Poor’s Financial Services LLC business.

“Scheduled Payment” means, with respect to any
Equipment Note, (i) any payment of principal or interest on such Equipment Note
(other than an Overdue Scheduled Payment) or (ii) any distribution in respect of
interest on such Equipment Note to the Certificateholders of Certificates of the
corresponding Class of Certificates with funds drawn under the Liquidity
Facility for such Class or withdrawn from the Cash Collateral Account for such
Class, which payment in the case of clause (i) or clause (ii) represents an
installment of principal on such Equipment Note at the stated maturity of such
installment, or the payment of regularly scheduled interest accrued on the
unpaid principal amount of such Equipment Note, or both; provided,
however, that any payment of principal, Premium, if any, or interest resulting
from the redemption or purchase of any Equipment Note shall not constitute a
Scheduled Payment.

“Scheduled Payment Date” means, with respect to any
Scheduled Payment, the date on which such Scheduled Payment is scheduled to be
made.

“Section 2.04 Fraction” means, with respect to any
Special Distribution Date, a fraction, the numerator of which shall be the
amount of principal of the applicable Series A Equipment Notes and Series B
Equipment Notes being redeemed, purchased or prepaid on such Special
Distribution Date, and the denominator of which shall be the aggregate unpaid
principal amount of all Series A Equipment Notes and Series B Equipment Notes
outstanding as of such Special Distribution Date immediately before giving
effect to such redemption, purchase or prepayment.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Series A Equipment Notes” means the equipment
notes, if any, issued pursuant to each Indenture by American and authenticated
by the Loan Trustee thereunder, and designated “Series A Equipment Notes”
thereunder, and any such Equipment Notes issued in exchange therefor or
replacement thereof pursuant to the terms of such Indenture.

“Series B Equipment Notes” means the equipment
notes, if any, issued pursuant to each Indenture by American and authenticated
by the Loan Trustee thereunder, and designated “Series B Equipment Notes”
thereunder, and any such Equipment Notes issued in exchange therefor or
replacement thereof pursuant to the terms of such Indenture.

“60-Day Period” means 60-day period specified in
Section 1110(a)(2)(A) of the Bankruptcy Code.

“Short-Term Rating” means, for any entity, (a) in
the case of Moody’s, the short-term senior unsecured debt rating of such entity
and (b) in the case of S&P, the short-term issuer credit rating of such
entity.

“Special Distribution Date” means, with respect to
any Special Payment, the Business Day chosen by the Subordination Agent pursuant
to Section 2.04(a) for the distribution of such Special Payment in accordance
with this Agreement.

“Special Payment” means any payment (other than a
Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or
Collateral.

“Special Payments Account” means the Eligible
Deposit Account created pursuant to Section 2.02(a) as a sub-account to the
Collection Account.

“Special Termination Drawing” has the meaning
assigned to such term in Section 3.05(k).

“Special Termination Notice” with respect to any
Liquidity Facility has the meaning assigned to such term (if such term is used
therein) in such Liquidity Facility.

“Stated Amount” with respect to any Liquidity
Facility, means the Maximum Commitment (as defined in such Liquidity Facility)
of the applicable Liquidity Provider thereunder.

“Stated Expiration Date” has the meaning specified
in Section 3.05(d).

“Stated Interest Rate” means with respect to (i)
the Class A Certificates, 8.625% per annum and (ii) with respect to the Class B
Certificates, the rate per annum determined as such for the Class B
Certificates.

“Subordination Agent” has the meaning specified in
the introductory paragraph to this Agreement.

“Subordination Agent Incumbency Certificate” has
the meaning specified in Section 2.05(a).

Intercreditor Agreement (2011-2)
AA Aircraft EETC

“Subordination Agent Representatives” has the
meaning specified in Section 2.05(a).

“Substitute Airframe” has the meaning specified in
Section 6.11.

“Tax” and “Taxes” means
all governmental fees (including, without limitation, license, filing and
registration fees) and all taxes (including, without limitation, franchise,
excise, stamp, value added, income, gross receipts, sales, use and property
taxes), withholdings, assessments, levies, imposts, duties or charges, of any
nature whatsoever, together with any related penalties, fines, additions to tax
or interest thereon imposed, withheld, levied or assessed by any country, taxing
authority or governmental subdivision thereof or therein or by any international
authority, including any taxes imposed on any Person as a result of such Person
being required to collect and pay over withholding taxes.

“Termination Notice” has the meaning specified in
the Liquidity Facility.

“Threshold Rating” means (i) a Short-Term Rating of
P-1 in the case of Moody’s and A-1 in the case of S&P and (ii) in the case
of any entity that does not have a Short-Term Rating from any or all of the
Rating Agencies, then in lieu of such Short-Term Rating from any such Rating
Agency or Rating Agencies, a Long-Term Rating of A2 in the case of Moody’s and A
in the case of S&P.

“Treasury Regulations” means regulations, including
proposed or temporary regulations, promulgated under the Code. References herein
to specific provisions of proposed or temporary regulations shall include
analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.

“Triggering Event” means (x) the occurrence of an
Indenture Event of Default under all of the Indentures resulting in a PTC Event
of Default with respect to the most senior Class of Certificates then
Outstanding, (y) the Acceleration of all of the outstanding Equipment Notes;
provided, that, with respect to the period prior to the Delivery Period
Termination Date, the aggregate principal balance of such Equipment Notes is in
excess of $410,000,000 or (z) the occurrence of an American Bankruptcy Event.

“Trust” means the Class A Trust or, if created, the
Class B Trust.

“Trust Accounts” has the meaning specified in
Section 2.02(a).

“Trust Agreement” means the Class A Trust Agreement
or the Class B Trust Agreement.

“Trust Property“, with respect to any Trust, has
the meaning specified in the Trust Agreement for such Trust.

“Trust Supplement” means an agreement supplemental
to the Basic Agreement pursuant to which (i) a separate trust is created for the
benefit of the holders of Certificates of a Class, (ii) the issuance of the
Certificates of a Class representing Fractional Undivided Interests

Intercreditor Agreement (2011-2)
AA Aircraft EETC

in such trust is authorized and (iii) the terms of the Certificates of such
Class are established, as such agreement may from time to time be supplemented,
amended or otherwise modified.

“Trustee” means the Class A Trustee or, if the
Class B Trust shall have been created, the Class B Trustee.

“Trustee Incumbency Certificate” has the meaning
specified in Section 2.05(b).

“Trustee Representatives” has the meaning specified
in Section 2.05(b).

“Unapplied Provider Advance” has the meaning
specified in the applicable Liquidity Facility.

“Underwriters” means Morgan Stanley & Co. LLC,
Deutsche Bank Securities Inc., Goldman, Sachs & Co., Credit Suisse
Securities (USA) LLC and Citigroup Global Markets Inc.

“Underwriting Agreement” means the Underwriting
Agreement, dated September 27, 2011, among the Underwriters and American, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.

“United States” means the United States of America.

“U.S. Bank” has the meaning specified in the
introductory paragraph of this Agreement.

“Withdrawal Notice” has the meaning specified in
Section 3.05(d).

“Written Notice” means, from the Subordination
Agent, any Trustee or Liquidity Provider, a written instrument executed by the
Designated Representative of such Person. An invoice delivered by the Liquidity
Providers pursuant to Section 3.01 in accordance with its normal invoicing
procedures shall constitute Written Notice under such Section.

ARTICLE II

TRUST ACCOUNTS; CONTROLLING PARTY

Section 2.01. Agreement to Terms of Subordination; Payments from Monies
Received Only. (a) Each of the Class A Trustee and, upon accession hereto,
the Class B Trustee hereby (i) acknowledges and agrees to the terms of
subordination and distribution set forth in this Agreement in respect of each
Class of Certificates and (ii) agrees to enforce such provisions and cause all
payments in respect of the Equipment Notes held by the Subordination Agent and
the Liquidity Facilities to be applied in accordance with the terms of this
Agreement. In addition, each of the Class A Trustee, and upon accession hereto,
the Class B Trustee hereby agrees to cause the Equipment Notes purchased by the
related Trust to be registered in the name of the Subordination Agent or its
nominee, as agent and trustee for such Trustee, to be held in trust by the
Subordination Agent solely for the purpose of facilitating the enforcement of
the subordination and other provisions of this Agreement.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

(b) Except as otherwise expressly provided in the next succeeding sentence of
this Section 2.01(b), all payments to be made by the Subordination Agent
hereunder shall be made only from amounts received by it that constitute
Scheduled Payments, Special Payments and other payments under the Operative
Agreements, including payments under Section 4.02 of the Participation
Agreements and Section 2.14 of the Indentures, and only to the extent that the
Subordination Agent shall have received sufficient income or proceeds therefrom
to enable it to make such payments in accordance with the terms hereof. Each of
the Class A Trustee and, upon accession hereto, the Class B Trustee and the
Subordination Agent hereby agrees, and each Certificateholder, by its acceptance
of a Certificate, and each Liquidity Provider, by entering into the Liquidity
Facility to which it is or will be a party, has agreed or will agree, as
applicable, to look solely to such amounts to the extent available for
distribution to it as provided in this Agreement, (in the case of the Class A
Certificateholders only) the Deposits or the applicable Trust Agreement, as the
case may be, and that none of the Trustees, the Loan Trustees or the
Subordination Agent is personally liable to any of them for any amounts payable
or any liability arising under this Agreement, any Trust Agreement, any
Liquidity Facility or such Certificate, except (in the case of the Subordination
Agent) as expressly provided herein or (in the case of the Trustees) as
expressly provided herein and in each Trust Agreement or (in the case of the
Loan Trustees) as expressly provided in any Operative Agreement.

(c) Notwithstanding anything to the contrary in this Agreement and in the
other Operative Agreements, the Certificates do not represent indebtedness of
the related Trust, and references in this Agreement and the Operative Agreements
to accrued interest or principal amounts payable on the Certificates of any
Class are included only for computational purposes. For purposes of such
computations, the Certificates of any Class shall be deemed to be comprised of
interest and principal components, with the principal component deemed to be the
Pool Balance, and the interest component deemed to equal interest accruing at
the Stated Interest Rate for such Class of Certificates from the later of (i)
the date of the issuance thereof and (ii) the most recent but preceding
Distribution Date to which such interest was distributed, to, but excluding, the
applicable date of determination, such interest to be considered payable in
arrears and to be calculated on the basis of a 360-day year comprised of twelve
30-day months.

Section 2.02. Trust Accounts. (a) Upon the execution of this
Agreement, the Subordination Agent shall establish and maintain in its name (i)
the Collection Account as an Eligible Deposit Account, bearing a designation
clearly indicating that the funds deposited therein are held in trust for the
benefit of the Trustees, the Certificateholders and the Liquidity Providers, and
(ii) as a sub-account in the Collection Account, the Special Payments Account as
an Eligible Deposit Account, bearing a designation clearly indicating that the
funds deposited therein are held in trust for the benefit of the Trustees, the
Certificateholders and the Liquidity Providers. The Subordination Agent shall
establish and maintain the Cash Collateral Accounts pursuant to and under the
circumstances set forth in Section 3.05(f). Upon such establishment and
maintenance under Section 3.05(f), the Cash Collateral Accounts shall, together
with the Collection Account, constitute the “Trust Accounts” hereunder. Without
limiting the foregoing, all monies credited to the Trust Accounts shall be, and
shall remain, the property of the relevant Trust(s).

(b) Funds on deposit in the Trust Accounts shall be invested and reinvested
by the Subordination Agent in Eligible Investments selected by American or its
designated

Intercreditor Agreement (2011-2)
AA Aircraft EETC

representative if such investments are reasonably available and have
maturities no later than the earlier of (i) 90 days following the date of such
investment and (ii) the Business Day immediately preceding the Regular
Distribution Date or the date of the related distribution pursuant to Section
2.04, as the case may be, next following the date of such investment;
provided, however, that, following the making of a
Non-Extension Drawing under any Liquidity Facility, the Subordination Agent
shall invest and reinvest the amounts in the applicable Cash Collateral Account
in Eligible Investments pursuant to the written instructions of the Liquidity
Provider funding such Drawing, and provided, further,
however, that upon the occurrence and during the continuation of a
Triggering Event, the Subordination Agent shall invest and reinvest the amounts
on deposit in the Trust Accounts (other than amounts in the Cash Collateral
Accounts as a result of a Non-Extension Drawing, which shall be governed by the
foregoing proviso) in Eligible Investments in accordance with the written
instructions of the Controlling Party. Unless otherwise expressly provided in
this Agreement (including, without limitation, with respect to Investment
Earnings on amounts on deposit in the Cash Collateral Accounts, Section
3.05(f)), any Investment Earnings shall be deposited in the Collection Account
when received by the Subordination Agent and shall be applied by the
Subordination Agent in the same manner as the other amounts on deposit in the
Collection Account are to be applied. The Subordination Agent’s reasonable fees
and expenses actually incurred in making such investments and any losses
incurred in such investments shall be charged against the principal amount
invested. The Subordination Agent shall not be liable for any loss resulting
from any investment, reinvestment or liquidation required to be made under this
Agreement other than by reason of its willful misconduct or negligence. Eligible
Investments and any other investment required to be made hereunder shall be held
to their maturities except that any such investment may be sold (without regard
to its maturity) by the Subordination Agent without instructions whenever such
sale is necessary to make a distribution required under this Agreement.
Uninvested funds held hereunder shall not earn or accrue interest.

(c) The Subordination Agent shall possess all right, title and interest in
all funds on deposit from time to time in the Trust Accounts and in all proceeds
thereof (including all income thereon, except as otherwise expressly provided
herein with respect to Investment Earnings). The Trust Accounts shall be held in
trust by the Subordination Agent under the sole dominion and control of the
Subordination Agent for the benefit of the applicable Trustee, the applicable
Certificateholders and the applicable Liquidity Provider, as the case may be.
If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit
Account, the Subordination Agent shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, to which a Rating Agency may consent)
establish a new Collection Account, Special Payments Account or Cash Collateral
Account, as the case may be, as an Eligible Deposit Account and shall transfer
any cash and/or any investments to such new Collection Account, Special Payments
Account or Cash Collateral Account, as the case may be. So long as the
Subordination Agent is an Eligible Institution, the Trust Accounts shall be
maintained with it as Eligible Deposit Accounts.

Section 2.03. Deposits to the Collection Account and Special Payments
Account. (a) The Subordination Agent shall, upon receipt thereof, deposit in
the Collection Account all Scheduled Payments received by it (other than any
Scheduled Payment which by the express terms hereof is to be deposited to a Cash
Collateral Account).

Intercreditor Agreement (2011-2)
AA Aircraft EETC

(b) The Subordination Agent shall, on each day when one or more Special
Payments are made to the Subordination Agent as holder of the Equipment Notes,
deposit in the Special Payments Account the aggregate amount of such Special
Payments.

Section 2.04. Distributions of Special Payments. (a) Notice of Special
Payment. Except as provided in Section 2.04(c) below, upon receipt by the
Subordination Agent, as registered holder of the Equipment Notes, of any notice
of a Special Payment (or, in the absence of any such notice, upon receipt by the
Subordination Agent of a Special Payment), the Subordination Agent shall
promptly give notice thereof to each Trustee and the Liquidity Providers. The
Subordination Agent shall promptly calculate the amount of the proceeds of any
redemption or purchase of any Equipment Note or the amount of any Overdue
Scheduled Payment or the proceeds of Equipment Notes or Collateral, as the case
may be, comprising such Special Payment under the applicable Indenture or
Indentures and shall promptly send to each Trustee and the Liquidity Providers a
Written Notice of such amount and the amount allocable to each Trust. Such
Written Notice shall also set the distribution date for such Special Payment (a
“Special Distribution Date“), which shall be the Business Day which
immediately follows the later to occur of (x) the 15th day after the date of
such Written Notice or (y) the date the Subordination Agent has received or
expects to receive such Special Payment. Amounts on deposit in the Special
Payments Account shall be distributed in accordance with Sections 2.04(b) and
2.04(c) and Article III hereof, as applicable.

For the purposes of the application of any Special Payment in respect of any
Equipment Note to be distributed on any Special Distribution Date in accordance
with Section 3.02 hereof, so long as no Indenture Event of Default shall have
occurred and be continuing under any Indenture:

(i) clause “second” thereof shall be deemed to read as follows: “second,
accrued and unpaid Liquidity Expenses then overdue plus an amount equal to all
accrued and unpaid Liquidity Expenses not yet overdue multiplied by the Section
2.04 Fraction shall be distributed to the Liquidity Providers pro rata on the
basis of the amount of Liquidity Expenses owed to each Liquidity Provider”;

(ii) clause “third” thereof shall be deemed to read as follows: “third, (i)
such amount as shall be required to pay accrued and unpaid interest then overdue
on all Liquidity Obligations (at the rate, or in the amount, provided in the
applicable Liquidity Facility) plus an amount equal to the amount of accrued and
unpaid interest on the Liquidity Obligations not yet overdue multiplied by the
Section 2.04 Fraction and (ii) if one or more Special Termination Drawings have
been made under the Liquidity Facilities that have not been converted into a
Final Drawing, the outstanding amount of such Special Termination Drawings shall
be distributed to the Liquidity Providers pro rata on the basis of the amounts
owed to each Liquidity Provider”;

(iii) clause “seventh” thereof shall be deemed to read as follows: “seventh,
such amount as shall be required to pay accrued, due and unpaid interest at the
Stated Interest Rate on the outstanding Pool Balance of the Class A
Certificates, together with (without duplication) any other accrued and unpaid
interest at the Stated Interest Rate on the outstanding principal amount of the
Series A Equipment Notes held in the Class A Trust being redeemed,

Intercreditor Agreement (2011-2)
AA Aircraft EETC

purchased or prepaid, in each case excluding interest, if any, payable with
respect to the Deposits relating to the Class A Trust shall be paid to the Class
A Trustee”;

(iv) clause “eighth” thereof shall be deemed to read as follows: “eighth,
such amount as shall be required to pay any accrued, due and unpaid Class B
Adjusted Interest to the holders of the Class B Certificates shall be paid to
the Class B Trustee”; and

(v) clause “tenth” thereof shall be deemed to read as follows: “tenth, such
amount as shall be required to pay in full accrued, due and unpaid interest at
the Stated Interest Rate on the outstanding Pool Balance of the Class B
Certificates which was not previously paid pursuant to clause “eighth” above to
the holders of the Class B Certificates, together with (without duplication) any
other accrued and unpaid interest at the Stated Interest Rate on the outstanding
principal amount of the Series B Equipment Notes held in the Class B Trust and
being redeemed, purchased or prepaid, shall be paid to the Class B Trustee”.

(b) Investment of Amounts in Special Payments Account. Any amounts on
deposit in the Special Payments Account prior to the distribution thereof
pursuant to Section 2.04 or 3.02 shall be invested in accordance with Section
2.02(b). Investment Earnings on such investments shall be distributed in
accordance with Article III hereof.

(c) Certain Payments. Except for amounts constituting Liquidity
Obligations which shall be distributed as provided in Section 3.02, the
Subordination Agent will distribute promptly upon receipt thereof (i) any
indemnity payment or expense reimbursement received by it from American in
respect of any Trustee, any Liquidity Provider, the Paying Agent, the Depositary
or the Escrow Agent (collectively, the “Payees“) and (ii) any
compensation received by it from American under any Operative Agreement in
respect of any Payee, directly to the Person entitled thereto, provided,
that if such Payee has previously received from the Collection Account such
payment, compensation or reimbursement, then the Subordination Agent shall
deposit such amount in the Collection Account.

Section 2.05. Designated Representatives. (a) With the delivery of
this Agreement, the Subordination Agent shall furnish to the Class A Liquidity
Provider and Class A Trustee, and from time to time thereafter may furnish to
each Liquidity Provider and each Trustee, at the Subordination Agent’s
discretion, or upon any Liquidity Provider’s or Trustee’s request (which request
shall not be made more than one time in any 12-month period), a certificate (a
“Subordination Agent Incumbency Certificate“) of a Responsible Officer of
the Subordination Agent certifying as to the incumbency and specimen signatures
of the officers of the Subordination Agent and the attorney-in-fact and agents
of the Subordination Agent (the “Subordination Agent Representatives“)
authorized to give Written Notices on behalf of the Subordination Agent
hereunder. Until each Liquidity Provider and Trustee receives a subsequent
Subordination Agent Incumbency Certificate, it shall be entitled to rely on the
last Subordination Agent Incumbency Certificate delivered to it hereunder.

(b) With the delivery of this Agreement (or in the case of the Class B
Trustee, upon the accession hereto), each Trustee shall furnish to the
Subordination Agent, and from time to time thereafter may furnish to the
Subordination Agent, at such Trustee’s discretion, or upon the Subordination
Agent’s request (which request shall not be made more than one time in any

Intercreditor Agreement (2011-2)
AA Aircraft EETC

12-month period), a certificate (with respect to each such Trustee, a
“Trustee Incumbency Certificate“) of a Responsible Officer of such
Trustee certifying as to the incumbency and specimen signatures of the officers
of such Trustee and the attorney-in-fact and agents of such Trustee (with
respect to each such Trustee, the “Trustee Representatives“) authorized
to give Written Notices on behalf of such Trustee hereunder. Until the
Subordination Agent receives a subsequent Trustee Incumbency Certificate from a
Trustee, it shall be entitled to rely on the last Trustee Incumbency Certificate
with respect to such Trustee delivered to it hereunder.

(c) With the delivery of this Agreement (or in the case of the Class B
Liquidity Provider, upon the accession hereto), each Liquidity Provider shall
furnish to the Subordination Agent, and from time to time thereafter may furnish
to the Subordination Agent, at such Liquidity Provider’s discretion, or upon the
Subordination Agent’s request (which request shall not be made more than one
time in any 12-month period), a certificate (with respect to each such Liquidity
Provider, an “LP Incumbency Certificate“) of a Responsible Officer of
such Liquidity Provider certifying as to the incumbency and specimen signatures
of the officers of such Liquidity Provider and the attorney-in-fact and agents
of such Liquidity Provider (with respect to each such Liquidity Provider, the
“LP Representatives” and, together with the Subordination Agent
Representatives and the Trustee Representatives, the “Designated
Representatives“) authorized to give Written Notices on behalf of such
Liquidity Provider hereunder. Until the Subordination Agent receives a
subsequent LP Incumbency Certificate from a Liquidity Provider, it shall be
entitled to rely on the last LP Incumbency Certificate with respect to such
Liquidity Provider delivered to it hereunder.

Section 2.06. Controlling Party. (a) Subject to Section 8.01(b), the
Trustees and the Liquidity Providers hereby agree that, with respect to any
Indenture at any given time, the Loan Trustee thereunder will be directed: (i)
so long as no Indenture Event of Default has occurred and is continuing
thereunder, in taking, or refraining from taking, any action under such
Indenture or with respect to the Equipment Notes issued thereunder by a Majority
in Interest of Noteholders of such Equipment Notes (provided, that, for
so long as the Subordination Agent is the registered holder of such Equipment
Notes, the Subordination Agent shall act with respect to this clause (i) in
accordance with the directions of the Trustees (in the case of each such
Trustee, with respect to the Equipment Notes issued under such Indenture and
held as Trust Property of such Trust) constituting, in the aggregate, directions
with respect to an outstanding principal amount of such Equipment Notes that, if
held by such Trustees directly, would make such Trustees a Majority in Interest
of Noteholders), and (ii) after the occurrence and during the continuance of an
Indenture Event of Default thereunder, in taking, or refraining from taking, any
action under such Indenture or with respect to such Equipment Notes issued
thereunder, including exercising remedies thereunder (including Accelerating the
Equipment Notes issued thereunder or foreclosing the Lien created thereunder on
the Aircraft securing such Equipment Notes), by the Controlling Party.

(b) Subject to paragraph (c) below, the “Controlling Party” shall be (x) the
Class A Trustee and (y) upon payment of Final Distributions to the holders of
Class A Certificates, the Class B Trustee. For purposes of giving effect to the
provisions of Section 2.06(a) and this Section 2.06(b), the Trustees (other than
the Controlling Party) irrevocably agree (and the Certificateholders (other than
the Certificateholders represented by the Controlling Party) shall be deemed to
agree by virtue of their purchase of Certificates) that the

Intercreditor Agreement (2011-2)
AA Aircraft EETC

Subordination Agent, as record holder of the Equipment Notes, and subject
always to the provisions of Section 2.06(a) and Article VIII, shall exercise its
voting rights in respect of the Equipment Notes so held by the Subordination
Agent as directed by the Controlling Party and any vote so exercised shall be
binding upon the Trustees and all Certificateholders.

The Subordination Agent shall give Written Notice to all of the other parties
to this Agreement promptly upon a change in the identity of the Controlling
Party. Each of the parties hereto agrees that it shall not exercise any of the
rights of the Controlling Party at such time as it is not the Controlling Party
hereunder; provided, however, that nothing herein contained shall
prevent or prohibit any Non-Controlling Party from exercising such rights as
shall be specifically granted to such Non-Controlling Party hereunder and under
the other Operative Agreements.

(c) Notwithstanding the foregoing, at any time after 18 months from the
earliest to occur of (i) the date on which the entire Available Amount as of
such date under any Liquidity Facility shall have been drawn (for any reason
other than a Downgrade Drawing or a Non-Extension Drawing but including a Final
Drawing, a Special Termination Drawing or a Downgrade Drawing or Non-Extension
Drawing that has been converted into a Final Drawing under such Liquidity
Facility) and remains unreimbursed, (ii) the date on which the entire amount of
any Downgrade Drawing or Non-Extension Drawing under any Liquidity Facility
shall have become and remain “Applied Downgrade Advances” or “Applied
Non-Extension Advances”, as the case may be, under and as defined in such
Liquidity Facility and (iii) the date on which all Equipment Notes under all
Indentures shall have been Accelerated (provided, that (x) with respect
to the period prior to the Delivery Period Termination Date, such Equipment
Notes have an aggregate outstanding principal balance of in excess of
$410,000,000, and (y) in the event of a bankruptcy proceeding under the
Bankruptcy Code in which American is a debtor, any amounts payable in respect of
Equipment Notes which have become immediately due and payable by declaration or
otherwise shall not be considered Accelerated for purposes of this sub-clause
(iii) until the expiration of the 60-Day Period or such longer period as may
apply under Section 1110(a)(2)(B) or Section 1110(b) of the Bankruptcy Code),
the Liquidity Provider with the greatest amount of unreimbursed Liquidity
Obligations owed to it (so long as such Liquidity Provider has not defaulted in
its obligation to make any Drawing under its Liquidity Facility) shall have the
right to elect, by Written Notice to the Subordination Agent and each of the
Trustees, to become the Controlling Party hereunder with respect to any
Indenture at any time from and including the last day of such 18-month period.

(d) [Reserved].

(e) The exercise of remedies by the Controlling Party under this Agreement
shall be expressly limited by Sections 4.01(a)(ii) and 4.01(a)(iii) hereof.

(f) The Controlling Party shall not be entitled to require or obligate any
Non-Controlling Party to provide funds necessary to exercise any right or remedy
hereunder.

(g) Notwithstanding anything contained herein, neither the Controlling Party
nor the Subordination Agent shall be authorized or empowered to do anything that
would cause any Trust to fail to qualify as a “grantor trust” for federal income
tax purposes.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

ARTICLE III

RECEIPT, DISTRIBUTION AND APPLICATION OF
AMOUNTS RECEIVED

Section 3.01. Written Notice of Distribution. (a) No later than 3:00
P.M. (New York City time) on the Business Day immediately preceding each
Distribution Date, each of the following Persons shall deliver to the
Subordination Agent a Written Notice setting forth the following information as
at the close of business on such Business Day:

(i) With respect to the Class A Certificates, the Class A Trustee shall
separately set forth the amounts to be paid in accordance with clause “first”
(to reimburse payments made by such Trustee or the Class A Certificateholders,
as the case may be, pursuant to subclause (ii) or (iv) of clause “first”) of
Section 3.02 hereof, subclauses (ii) and (iii) of clause “sixth” of Section 3.02
hereof and clauses “seventh” and “ninth” of Section 3.02 hereof;

(ii) With respect to the Class B Certificates, if issued, the Class B Trustee
shall separately set forth the amounts to be paid in accordance with clause
“first” (to reimburse payments made by such Trustee or the Class B
Certificateholders, as the case may be, pursuant to subclause (ii) or (iv) of
clause “first”) of Section 3.02 hereof, subclauses (ii) and (iii) of clause
“sixth” of Section 3.02 hereof and clauses “eighth”, “tenth” and “eleventh” of
Section 3.02 hereof;

(iii) With respect to each Liquidity Facility, the Liquidity Provider
thereunder shall separately set forth the amounts to be paid to it in accordance
with subclauses (iii) and (iv) of clause “first” of Section 3.02 hereof, clause
“second” of Section 3.02 hereof, clause “third” of Section 3.02 hereof, clause
“fourth” of Section 3.02 hereof and clause “fifth” of Section 3.02 hereof; and

(iv) The Trustee of each Trust in existence as of such Distribution Date
shall set forth the amounts to be paid in accordance with clause “sixth” of
Section 3.02 hereof.

(b) At such time as a Trustee or a Liquidity Provider shall have received all
amounts owing to it (and, in the case of a Trustee, the Certificateholders for
which it is acting) pursuant to Section 3.02 hereof, as applicable, and, in the
case of a Liquidity Provider, its commitment or obligations under the related
Liquidity Facility shall have terminated or expired, such Person shall, by a
Written Notice, so inform the Subordination Agent, American and each other party
to this Agreement.

(c) As provided in Section 6.05, the Subordination Agent shall be fully
protected in relying on any of the information set forth in a Written Notice
provided by any Trustee or any Liquidity Provider pursuant to paragraphs (a) and
(b) above and shall have no independent obligation to verify, calculate or
recalculate any amount set forth in any Written Notice delivered in accordance
with such paragraphs.

(d) Any Written Notice delivered by a Trustee, a Liquidity Provider or the
Subordination Agent, as applicable, pursuant to Section 3.01, if made prior to
10:00 A.M. (New

Intercreditor Agreement (2011-2)
AA Aircraft EETC

York City time) on any Business Day shall be effective on the date delivered
(or if delivered later on a Business Day or if delivered on a day that is not a
Business Day shall be effective as of the next Business Day). Subject to the
terms of this Agreement, the Subordination Agent shall as promptly as
practicable comply with any such instructions; provided, however, that
any transfer of funds pursuant to any instruction received after 10:00 A.M. (New
York City time) on any Business Day may be made on the next succeeding Business
Day.

(e) In the event the Subordination Agent shall not receive from any Person
any information set forth in paragraph (a) above which is required to enable the
Subordination Agent to make a distribution to such Person pursuant to Section
3.02 hereof, the Subordination Agent shall request such information and, failing
to receive any such information, the Subordination Agent shall not make such
distribution(s) to such Person. In such event, the Subordination Agent shall
make distributions pursuant to clauses “first” through “eleventh” of Section
3.02 to the extent it shall have sufficient information to enable it to make
such distributions, and shall continue to hold any funds remaining on the terms
hereof, including Section 2.02(b), after making such distributions, until the
Subordination Agent shall receive all necessary information to enable it to
distribute any funds so withheld, and upon receipt of the information necessary
to distribute any funds so withheld, the Subordination Agent shall distribute
such funds.

(f) On such dates (but not more frequently than monthly) as any Liquidity
Provider or any Trustee shall request, but in any event automatically at the end
of each calendar quarter, the Subordination Agent shall send to such party a
written statement reflecting all amounts on deposit with the Subordination Agent
pursuant to Section 3.01(e).

The notices required under this Section 3.01(a) may be in the form of a
schedule or similar document provided to the Subordination Agent by the parties
referenced therein or by any one of them, which schedule or similar document may
state that, unless there has been a prepayment of the Equipment Notes, such
schedule or similar document is to remain in effect until any substitute notice
or amendment shall be given to the Subordination Agent by the party providing
such notice.

Section 3.02. Distribution of Amounts on Deposit in the Collection
Account. Except as otherwise provided in Sections 2.04, 3.01(e), 3.03,
3.05(b) and 3.05(k), amounts on deposit in the Collection Account (including
amounts on deposit in the Special Payments Account) shall be promptly
distributed on each Regular Distribution Date (or, in the case of any amount
described in Sections 2.04(a) or 2.04(b), on the Special Distribution Date
thereof) in the following order of priority and in accordance with the
information provided to the Subordination Agent pursuant to Section 3.01(a):

first, such amount as shall be required to reimburse (i) the
Subordination Agent for any reasonable out-of-pocket costs and expenses actually
incurred by it (to the extent not previously reimbursed) or reasonably expected
to be incurred by it for the period ending on the next succeeding Regular
Distribution Date (which shall not exceed $150,000 unless approved in writing by
the Controlling Party and accompanied by evidence that such costs are actually
expected to be incurred) in the protection of, or the realization of the value
of, the Equipment Notes or any Collateral, shall be applied by the Subordination
Agent in

Intercreditor Agreement (2011-2)
AA Aircraft EETC

reimbursement of such costs and expenses, (ii) any Trustee for any amounts of
the nature described in clause (i) above actually incurred by it under the
applicable Trust Agreement (to the extent not previously reimbursed), shall be
distributed to such Trustee, (iii) any Liquidity Provider for any amounts of the
nature described in clause (i) above actually incurred by it (to the extent not
previously reimbursed), shall be distributed to such Liquidity Provider, and
(iv) any Liquidity Provider or any Certificateholder for payments, if any, made
by it to the Subordination Agent or any Trustee in respect of amounts described
in clause (i) above actually incurred by it (to the extent not previously
reimbursed) (collectively, the “Administration Expenses“), shall be
distributed to such Liquidity Provider or the applicable Trustee for the account
of such Certificateholder, in each such case, pro rata on the basis of all
amounts described in clauses (i) through (iv) above;

second, such amount as shall be required to pay all accrued and unpaid
Liquidity Expenses owed to each Liquidity Provider (other than amounts
distributed pursuant to clause “first” of this Section 3.02) shall be
distributed to the Liquidity Providers pro rata on the basis of the amount of
Liquidity Expenses owed to each Liquidity Provider;

third, such amount as shall be required to pay (i) the aggregate
amount of accrued and unpaid interest on all Liquidity Obligations (at the rate,
or in the amount, provided in the applicable Liquidity Facility), and (ii) if
one or more Special Termination Drawings have been made under the Liquidity
Facilities that have not been converted into a Final Drawing, the outstanding
amount of such Special Termination Drawings, pro rata on the basis of the
amounts owed to each Liquidity Provider;

fourth, such amount as shall be required (A) if any Cash Collateral
Account had been previously funded as provided in Section 3.05(f), unless (i) on
such Distribution Date a Performing Note Deficiency exists and a Liquidity Event
of Default shall have occurred and be continuing with respect to the relevant
Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to
such Liquidity Facility, to fund such Cash Collateral Account up to its Required
Amount shall be deposited in such Cash Collateral Account, (B) if any Liquidity
Facility shall become a Downgraded Facility or a Non-Extended Facility at a time
when unreimbursed Interest Drawings under such Liquidity Facility have reduced
the Available Amount thereunder to zero, unless (i) on such Distribution Date a
Performing Note Deficiency exists and a Liquidity Event of Default shall have
occurred and be continuing with respect to the relevant Liquidity Facility or
(ii) a Final Drawing shall have occurred with respect to such Liquidity
Facility, to fund such Cash Collateral Account up to its Required Amount shall
be deposited in the related Cash Collateral Account, and (C) if, with respect to
any particular Liquidity Facility neither subclause (A) nor subclause (B) of
this clause “fourth” is applicable, to pay or reimburse the Liquidity Provider
in respect of such Liquidity Facility in an amount equal to the outstanding
amount of all Liquidity Obligations then due under such Liquidity Facility
(other than amounts distributed pursuant to clauses “first”, “second” or “third”
of this Section 3.02), pro rata on the basis of the amounts of all such fundings
and/or unreimbursed Liquidity Obligations payable to each Liquidity Provider;

fifth, if, with respect to any particular Liquidity Facility, any
amounts are to be distributed pursuant to either subclause (A) or (B) of clause
“fourth” above, then the Liquidity Provider with respect to such Liquidity
Facility shall be paid the excess of (x) the aggregate outstanding amount of
unreimbursed Advances (whether or not then due) under

Intercreditor Agreement (2011-2)
AA Aircraft EETC

such Liquidity Facility over (y) the Required Amount for the relevant Cash
Collateral Account without duplication of any amounts distributed pursuant to
clauses “first”, “second”, “third”, and “fourth” of this Section 3.02, pro rata
on the basis of such amounts in respect of such Liquidity Provider;

sixth, such amount as shall be required to reimburse or pay (i) the
Subordination Agent for any Tax (other than Taxes imposed on compensation paid
hereunder), expense, fee, charge or other loss incurred by, or any other amount
payable to, the Subordination Agent in connection with the transactions
contemplated hereby (to the extent not previously reimbursed), shall be applied
by the Subordination Agent in reimbursement of such amount, (ii) each Trustee
for any Tax (other than Taxes imposed on compensation paid under the applicable
Trust Agreement), expense, fee, charge or other loss incurred by, or any other
amount payable to, such Trustee under the applicable Trust Agreements (to the
extent not previously reimbursed), shall be distributed to such Trustee, and
(iii) each Certificateholder for payments, if any, made by it pursuant to
Section 5.02 hereof in respect of amounts described in clause (i) above (without
duplication of any amounts distributed pursuant to subclause (iv) of clause
“first” of this Section 3.02) shall be distributed to the applicable Trustee for
the account of such Certificateholder, in each such case, pro rata, without
duplication, on the basis of all amounts described in clauses (i) through (iii)
above;

seventh, such amount as shall be required to pay in full accrued and
unpaid interest at the Stated Interest Rate on the Pool Balance of the Class A
Certificates (excluding interest, if any, payable with respect to the Deposits)
shall be distributed to the Class A Trustee;

eighth, such amount as shall be required to pay unpaid Class B
Adjusted Interest to the holders of the Class B Certificates shall be
distributed to the Class B Trustee;

ninth, such amount as shall be required to pay in full Expected
Distributions to the holders of the Class A Certificates on such Distribution
Date shall be distributed to the Class A Trustee;

tenth, such amount as shall be required to pay in full accrued and
unpaid interest at the Stated Interest Rate on the Pool Balance of the Class B
Certificates which was not previously paid pursuant to clause “eighth” above to
the holders of the Class B Certificates shall be distributed to the Class B
Trustee;

eleventh, such amount as shall be required to pay in full Expected
Distributions to the holders of the Class B Certificates on such Distribution
Date shall be distributed to the Class B Trustee; and

twelfth, the balance, if any, of any such amount remaining thereafter
shall be held in the Collection Account for later distribution in accordance
with this Article III.

With respect to clauses “first” and “sixth” above, no amounts shall be
reimbursable to the Subordination Agent, any Trustee, any Liquidity Provider or
any Certificateholder for any payments made by any such Person in connection
with any Equipment Note that is no longer held by the Subordination Agent (to
the extent that such payments relate to periods after such Equipment Note ceases
to be held by the Subordination Agent).

Section 3.03. Other Payments. (a) Any payments received by the
Subordination Agent for which no provision as to the application thereof is made
in this Agreement shall be

Intercreditor Agreement (2011-2)
AA Aircraft EETC

distributed by the Subordination Agent (i) in the order of priority specified
in Section 3.02 hereof and (ii) to the extent received or realized at any time
after the Final Distributions for each Class of Certificates have been made, in
the manner provided in clause “first” of Section 3.02 hereof.

(b) Notwithstanding the priority of payments specified in Section 3.02, in
the event any Investment Earnings on amounts on deposit in any Cash Collateral
Account resulting from an Unapplied Provider Advance are deposited in the
Collection Account or the Special Payments Account, such Investment Earnings
shall be used to pay interest payable in respect of such Unapplied Provider
Advance to the extent of such Investment Earnings.

(c) If the Subordination Agent receives any Scheduled Payment after the
Scheduled Payment Date relating thereto, but prior to such payment becoming an
Overdue Scheduled Payment, then the Subordination Agent shall deposit such
Scheduled Payment in the Collection Account and promptly distribute such
Scheduled Payment in accordance with the priority of distributions set forth in
Section 3.02; provided, that, for the purposes of this Section 3.03(c)
only, each reference in clause “ninth” and “eleventh” of Section 3.02 to
“Distribution Date” shall be deemed to refer to such Scheduled Payment Date.

Section 3.04. Payments to the Trustees and the Liquidity Providers.
Any amounts distributed hereunder to any Liquidity Provider shall be paid by
wire transfer of funds to the address that such Liquidity Provider shall provide
to the Subordination Agent. The Subordination Agent shall provide a Written
Notice of any such transfer to the applicable Liquidity Provider at the time of
such transfer. Any amounts distributed hereunder by the Subordination Agent to
any Trustee that is not the same institution as the Subordination Agent shall be
paid to such Trustee by wire transfer of funds at the address such Trustee shall
provide to the Subordination Agent.

Section 3.05. Liquidity Facilities. (a) Interest Drawings. If
on any Distribution Date, after giving effect to the subordination provisions of
this Agreement, the Subordination Agent shall not have sufficient funds for the
payment of any amounts due and owing in respect of accrued interest on the Class
A Certificates or the Class B Certificates (at the Stated Interest Rate for such
Class of Certificates) (other than any amount of interest which was due and
payable in respect of the Class A Certificates on such Distribution Date but
which remains unpaid due to the failure of the Depositary to pay any amount of
accrued interest on the Deposits on such Distribution Date), then, prior to
12:30 p.m. (New York City time) on such Distribution Date, (i) the Subordination
Agent shall request a drawing (each such drawing, an “Interest Drawing“)
under the Liquidity Facility with respect to such Class of Certificates in an
amount equal to the lesser of (x) an amount sufficient to pay the amount of such
accrued interest shortfall (at the applicable Stated Interest Rate for such
Class of Certificates) and (y) the Available Amount under such Liquidity
Facility, and shall upon receipt of such amount pay such amount to the Trustee
with respect to each such Class of Certificates in payment of such accrued
interest shortfall.

(b) Application of Interest Drawings. Notwithstanding anything to the
contrary contained in this Agreement, (i) all payments received by the
Subordination Agent in respect of an Interest Drawing under the Class A
Liquidity Facility and all amounts withdrawn by the Subordination Agent from the
Class A Cash Collateral Account, and payable in each case

Intercreditor Agreement (2011-2)
AA Aircraft EETC

to the Class A Certificateholders or the Class A Trustee, shall be promptly
distributed to the Class A Trustee, and (ii) all payments received by the
Subordination Agent in respect of an Interest Drawing under the Class B
Liquidity Facility and all amounts withdrawn by the Subordination Agent from the
Class B Cash Collateral Account, and payable in each case to the Class B
Certificateholders or the Class B Trustee, shall be promptly distributed to the
Class B Trustee.

(c) Downgrade Drawings. Each Liquidity Provider will promptly, but in
any event within ten days of its receipt of notice thereof, deliver notice of
any downgrading of its debt ratings to the Subordination Agent and American. If
at any time a Downgrade Event occurs with respect to any Liquidity Provider,
within 10 days after such downgrading (but not later than the expiration date of
each Liquidity Facility issued by such Liquidity Provider in respect of which
the Downgrade Event occurs (a “Downgraded Facility“)), such Liquidity
Provider or American may arrange for a Replacement Liquidity Provider to issue
and deliver a Replacement Liquidity Facility to the Subordination Agent. If a
Downgraded Facility has not been replaced in accordance with the terms of this
paragraph, the Subordination Agent shall, on such 10th day (or if such 10th day
is not a Business Day, on the next succeeding Business Day) (or, if earlier, on
the expiration date of such Downgraded Facility), request a drawing in
accordance with and to the extent permitted by such Downgraded Facility (such
drawing, a “Downgrade Drawing“) of all available and undrawn amounts
thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained
and invested as provided in Section 3.05(f). Subject to Section 3.05(e)(iii),
the applicable Liquidity Provider may also arrange for a Replacement Liquidity
Provider to issue and deliver a Replacement Liquidity Facility at any time after
such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed
in full to such Liquidity Provider.

(d) Non-Extension Drawings. If any Liquidity Facility with respect to
any Class of Certificates is scheduled to expire on a date (the “Stated
Expiration Date“) prior to the date that is 15 days after the Final Legal
Distribution Date for such Class of Certificates, then the following provisions
shall apply:

(i) In the case of any Liquidity Facility having extension provisions
identical to those set forth in Section 2.10 of either Liquidity Facility in
effect on the Closing Date, if before the 25th day prior to any anniversary date
of the Closing Date (such 25th day, the “Notice Date“) the Liquidity
Provider shall have advised the Subordination Agent that such Liquidity Facility
shall not be extended beyond the immediately following anniversary date of the
Closing Date and on or before the Notice Date such Liquidity Facility shall not
have been replaced in accordance with Section 3.05(e), the Subordination Agent
shall, on the Notice Date (or as soon thereafter as possible but prior to the
date of expiration of the expiring Liquidity Facility (a “Non-Extended
Facility“)), in accordance with the terms of such Non-Extended Facility,
request a drawing under such Non-Extended Facility (such drawing, a
“Non-Extension Drawing“) of all available and undrawn amounts thereunder.

(ii) In the case of any other Liquidity Facility, no earlier than the 60th
day and no later than the 40th day prior to the then applicable Stated
Expiration Date, the Subordination Agent shall request in writing that such
Liquidity Provider extend the Stated Expiration Date to the earlier of (i) the
date that is 15 days after the Final Legal Distribution Date for such Class of

Intercreditor Agreement (2011-2)
AA Aircraft EETC

Certificates and (ii) the date that is the day immediately preceding the
364th day after the last day of the Consent Period (unless the obligations of
such Liquidity Provider thereunder are earlier terminated in accordance with
such Liquidity Facility). Whether or not the applicable Liquidity Provider has
received a request from the Subordination Agent, such Liquidity Provider shall
by notice (the “Consent Notice“) to the Subordination Agent, during the
period commencing on the date that is 60 days prior to the then effective Stated
Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of
such request, if any, from the Subordination Agent) and ending on the date that
is 25 days prior to such Stated Expiration Date (the “Consent Period“)
advise the Subordination Agent whether, in its sole discretion, it agrees to so
extend the Stated Expiration Date; provided, that such extension shall
not be effective with respect to such Liquidity Provider if, by notice (the
“Withdrawal Notice“) to the Subordination Agent prior to the end of the
Consent Period, such Liquidity Provider revokes its Consent Notice. If a
Liquidity Provider advises the Subordination Agent on or before the end of the
Consent Period that such Stated Expiration Date shall not be so extended or
fails to irrevocably and unconditionally advise the Subordination Agent on or
before the end of the Consent Period that such Stated Expiration Date shall be
so extended or gives a Withdrawal Notice to the Subordination Agent prior to the
end of the Consent Period (and, in each case, if such Liquidity Provider shall
not have been replaced in accordance with Section 3.05(e)), the Subordination
Agent shall, on the date on which the Consent Period ends (or as soon as
possible thereafter but prior to the Stated Expiration Date), in accordance with
and to the extent permitted by the terms of the Non-Extended Facility, request a
Non-Extension Drawing under such Non-Extended Facility of all available and
undrawn amounts thereunder.

Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and
invested in accordance with Section 3.05(f).

(e) Issuance of Replacement Liquidity Facility. (i) Subject to Section
3.05(e)(iii) and the agreements, if any, in the applicable Fee Letter, at any
time, American may, at its option and at its own expense, with cause or without
cause, arrange for a Replacement Liquidity Facility to replace any Liquidity
Facility for any Class of Certificates (including any Replacement Liquidity
Facility provided pursuant to Section 3.05(e)(ii)); provided,
however, that if the initial Liquidity Provider is replaced it shall be
replaced with respect to all Liquidity Facilities under which it is a Liquidity
Provider. If such Replacement Liquidity Facility is provided at any time after a
Downgrade Drawing, a Non-Extension Drawing or a Special Termination Drawing has
been made, all funds on deposit in the relevant Cash Collateral Account
resulting from such Downgrade Drawing or Non-Extension Drawing will be returned
to the Liquidity Provider being replaced.

(ii) If any Liquidity Provider shall determine not to extend its Liquidity
Facility in accordance with Section 3.05(d), then such Liquidity Provider may,
at its option, arrange for a Replacement Liquidity Facility to replace such
Liquidity Facility during the period no earlier than 40 days and no later than
25 days prior to the then effective Stated Expiration Date of such Liquidity
Facility. At any time after a Non-Extension Drawing has been made under any
Liquidity Facility, the Liquidity Provider thereunder may, at its option,
arrange for a Replacement Liquidity Facility to replace the Liquidity Facility
under which such Non-Extension Drawing has been made.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

(iii) No Replacement Liquidity Facility arranged by American or a Liquidity
Provider in accordance with clause (i) or (ii) above or pursuant to Section
3.05(c), respectively, shall become effective and no such Replacement Liquidity
Facility shall be deemed a “Liquidity Facility” under the Operative Agreements,
unless and until (A) each of the conditions referred to in sub-clauses (iv)(x)
and (z) below shall have been satisfied, (B) if such Replacement Liquidity
Facility shall materially adversely affect the rights, remedies, interests or
obligations of the Class A Certificateholders or the Class B Certificateholders
under any of the Operative Agreements, the applicable Trustee shall have
consented, in writing, to the execution and issuance of such Replacement
Liquidity Facility and (C) in the case of a Replacement Liquidity Facility
arranged by a Liquidity Provider under Section 3.05(e)(ii) or pursuant to
Section 3.05(c), such Replacement Liquidity Facility is reasonably acceptable to
American.

(iv) In connection with the issuance of each Replacement Liquidity Facility,
the Subordination Agent shall (x) prior to the issuance of such Replacement
Liquidity Facility, obtain written confirmation from each Rating Agency that
such Replacement Liquidity Facility will not cause a reduction, withdrawal or
suspension of any rating then in effect for any Class of Certificates by such
Rating Agency (without regard to any downgrading of any rating of the Liquidity
Provider being replaced pursuant to Section 3.05(c)), (y) pay all Liquidity
Obligations then owing to the replaced Liquidity Provider (which payment shall
be made first from available funds in the applicable Cash Collateral Account as
described in Section 3.05(f), and thereafter from any other available source,
including, without limitation, a drawing under the Replacement Liquidity
Facility) and (z) cause the issuer of the Replacement Liquidity Facility to
deliver the Replacement Liquidity Facility to the Subordination Agent, together
with a legal opinion opining that such Replacement Liquidity Facility is an
enforceable obligation of such Replacement Liquidity Provider.

(v) Upon satisfaction of the conditions set forth in clauses (iii) and (iv)
of this Section 3.05(e) with respect to a Replacement Liquidity Facility, (1)
the replaced Liquidity Facility shall terminate, (2) the Subordination Agent
shall, if and to the extent so requested by American or the Liquidity Provider
being replaced, execute and deliver any certificate or other instrument required
in order to terminate the replaced Liquidity Facility, shall surrender the
replaced Liquidity Facility to the Liquidity Provider being replaced and shall
execute and deliver the Replacement Liquidity Facility and any associated Fee
Letter, (3) each of the parties hereto shall enter into any amendments to this
Agreement necessary to give effect to (a) the replacement of the applicable
Liquidity Provider with the applicable Replacement Liquidity Provider and (b)
the replacement of the applicable Liquidity Facility with the applicable
Replacement Liquidity Facility, and (4) the applicable Replacement Liquidity
Provider shall be deemed to be a Liquidity Provider with the rights and
obligations of a Liquidity Provider hereunder and under the other Operative
Agreements and such Replacement Liquidity Facility shall be deemed to be a
Liquidity Facility hereunder and under the other Operative Agreements.

(f) Cash Collateral Accounts; Withdrawals; Investments. In the event
the Subordination Agent shall draw all Available Amounts under the Class A
Liquidity Facility or the Class B Liquidity Facility pursuant to Section
3.05(c), 3.05(d), 3.05(i) or 3.05(k), or in the event amounts are to be
deposited in the Class A Cash Collateral Account or the Class B Cash Collateral
Account pursuant to subclause (A) or (B) of clause “fourth” of Section 3.02,
amounts so drawn or to be deposited, as the case may be, shall be deposited by
the Subordination Agent in

Intercreditor Agreement (2011-2)
AA Aircraft EETC

the Class A Cash Collateral Account or the Class B Cash Collateral Account,
as applicable. All amounts on deposit in each Cash Collateral Account shall be
invested and reinvested in Eligible Investments in accordance with Section
2.02(b).

On each Interest Payment Date (or, in the case of any Special Distribution
Date with respect to the distribution of a Special Payment, on such Special
Distribution Date), Investment Earnings on amounts on deposit in each Cash
Collateral Account with respect to any Liquidity Facility (or in the case of any
Special Distribution Date with respect to the distribution of a Special Payment,
so long as no Indenture Event of Default shall have occurred and be continuing
under any Indenture, a fraction of such Investment Earnings equal to the Section
2.04 Fraction) shall be deposited in the Collection Account (or, in the case of
any Special Distribution Date with respect to the distribution of a Special
Payment, the Special Payments Account) and applied on such Interest Payment Date
(or Special Distribution Date, as the case may be) in accordance with Section
3.02 or 3.03 (as applicable). The Subordination Agent shall deliver a written
statement to American and each Liquidity Provider one day prior to each Interest
Payment Date and Special Distribution Date setting forth the aggregate amount of
Investment Earnings held in the Cash Collateral Accounts as of such date. In
addition, from and after the date funds are so deposited, the Subordination
Agent shall make withdrawals from such accounts as follows:

(i) on each Distribution Date, the Subordination Agent shall, to the extent
it shall not have received funds to pay accrued and unpaid interest due and
owing on the Class A Certificates (at the Stated Interest Rate for the Class A
Certificates) (other than any amount of interest which was due and payable in
respect of the Class A Certificates on such Distribution Date but which remains
unpaid due to the failure of the Depositary to pay any amount of accrued
interest on the Deposits on such Distribution Date) after giving effect to the
subordination provisions of this Agreement, withdraw from the Class A Cash
Collateral Account, and pay to the Class A Trustee, an amount equal to the
lesser of (x) an amount necessary to pay accrued and unpaid interest (at the
Stated Interest Rate for the Class A Certificates) on the Class A Certificates
and (y) the amount on deposit in the Class A Cash Collateral Account;

(ii) on each Distribution Date, the Subordination Agent shall, to the extent
it shall not have received funds to pay accrued and unpaid interest due and
owing on the Class B Certificates (at the Stated Interest Rate for the Class B
Certificates) after giving effect to the subordination provisions of this
Agreement, withdraw from the Class B Cash Collateral Account, and pay to the
Class B Trustee, an amount equal to the lesser of (x) an amount necessary to pay
accrued and unpaid interest (at the Stated Interest Rate for the Class B
Certificates) on such Class B Certificates and (y) the amount on deposit in the
Class B Cash Collateral Account;

(iii) on each date on which the Pool Balance of the Class A Trust shall have
been reduced by payments made to the Class A Certificateholders pursuant to
Section 3.02 hereof or pursuant to Section 2.03 of the Escrow and Paying Agent
Agreement, the Subordination Agent shall withdraw from the Class A Cash
Collateral Account such amount as is necessary so that, after giving effect to
the reduction of the Pool Balance on such date (and any reduction in the amounts
on deposit in the Class A

Intercreditor Agreement (2011-2)
AA Aircraft EETC

Cash Collateral Account resulting from a prior withdrawal of amounts on
deposit in the Class A Cash Collateral Account on such date) and any transfer of
Investment Earnings from such Cash Collateral Account to the Collection Account
or the Special Payments Account on such date, an amount equal to the sum of the
Required Amount (with respect to the Class A Liquidity Facility) plus (if on a
Distribution Date not coinciding with an Interest Payment Date) Investment
Earnings on deposit in such Cash Collateral Account (after giving effect to any
such transfer of Investment Earnings) will remain on deposit in the Class A Cash
Collateral Account and shall first, pay such withdrawn amount to the Class A
Liquidity Provider until the Class A Liquidity Obligations owing to the Class A
Liquidity Provider shall have been paid in full, and second, deposit any
remaining withdrawn amount in the Collection Account;

(iv) on each date on which the Pool Balance of the Class B Trust shall have
been reduced by payments made to the Class B Certificateholders pursuant to
Section 3.02 hereof, the Subordination Agent shall withdraw from the Class B
Cash Collateral Account such amount as is necessary so that, after giving effect
to the reduction of the Pool Balance on such date (and any reduction in the
amounts on deposit in the Class B Cash Collateral Account resulting from a prior
withdrawal of amounts on deposit in the Class B Cash Collateral Account on such
date) and any transfer of Investment Earnings from such Cash Collateral Account
to the Collection Account or the Special Payments Account on such date, an
amount equal to the sum of the Required Amount (with respect to the Class B
Liquidity Facility) plus (if on a Distribution Date not coinciding with an
Interest Payment Date) Investment Earnings on deposit in such Cash Collateral
Account (after giving effect to any such transfer of Investment Earnings) will
remain on deposit in the Class B Cash Collateral Account and shall first, pay
such withdrawn amount to the Class B Liquidity Provider until the Class B
Liquidity Obligations owing to such Liquidity Provider shall have been paid in
full, and second, deposit any remaining withdrawn amount in the Collection
Account;

(v) if a Replacement Liquidity Facility for any relevant Class of
Certificates shall be delivered to the Subordination Agent following the date on
which funds have been deposited into the Cash Collateral Account for such Class
of Certificates, the Subordination Agent shall withdraw all amounts remaining on
deposit in such Cash Collateral Account and shall pay such amounts to the
replaced Liquidity Provider, if any, until all Liquidity Obligations owed to
such Person shall have been paid in full, and deposit any remaining amount in
the Collection Account; and

(vi) following (x) the payment of Final Distributions or (y) the Final Legal
Distribution Date with respect to any Class of Certificates covered by a
Liquidity Facility, on the date on which the Subordination Agent shall have been
notified by the Liquidity Provider for such Class of Certificates that the
Liquidity Obligations owed to such Liquidity Provider have been paid in full,
or, if earlier, the first Business Day after such Final Legal Distribution Date,
the Subordination Agent shall withdraw all amounts on deposit in the Cash
Collateral Account in respect of such Class of Certificates, if any, and shall
deposit such amounts in the Collection Account.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

(g) Reinstatement. With respect to any Interest Drawing under the
Liquidity Facility for any relevant Trust, upon the reimbursement of the
applicable Liquidity Provider for all or any part of the amount of such Interest
Drawing, together with any accrued interest thereon, the Available Amount of
such Liquidity Facility shall be reinstated by an amount equal to the amount of
such Interest Drawing so reimbursed to the applicable Liquidity Provider but not
to exceed the Stated Amount for such Liquidity Facility; provided,
however, that the Available Amount of such Liquidity Facility shall not
be so reinstated in part or in full at any time if (x) both a Performing Note
Deficiency exists and a Liquidity Event of Default shall have occurred and be
continuing with respect to the relevant Liquidity Facility or (y) a Final
Drawing, Downgrade Drawing, Non-Extension Drawing or Special Termination Drawing
shall have occurred with respect to such Liquidity Facility or an Interest
Drawing shall have been converted into a Final Drawing. In the event that, with
respect to any particular Liquidity Facility, (i) funds are withdrawn from the
related Cash Collateral Account pursuant to clause (i) or (ii) of Section
3.05(f) or (ii) such Liquidity Facility shall become a Downgraded Facility or a
Non-Extended Facility at a time when unreimbursed Interest Drawings under such
Liquidity Facility have reduced the Available Amount thereunder to zero, then
funds received by the Subordination Agent at any time, other than (x) any time
when both a Performing Note Deficiency exists and a Liquidity Event of Default
shall have occurred and be continuing with respect to such Liquidity Facility or
(y) any time after a Final Drawing shall have occurred with respect to such
Liquidity Facility shall be deposited in such Cash Collateral Account as and to
the extent provided in clause “fourth” of Section 3.02 and applied in accordance
with Section 3.05(f).

(h) Reimbursement. The amount of each drawing under the Liquidity
Facilities shall be due and payable, together with interest thereon, on the
dates and at the rates, respectively, provided in the Liquidity Facilities.

(i) Final Drawing. Upon receipt from a Liquidity Provider of a
Termination Notice with respect to its applicable Liquidity Facility, the
Subordination Agent shall, not later than the date specified in such Termination
Notice, in accordance with the terms of such Liquidity Facility, request a
drawing under such Liquidity Facility of all available and undrawn amounts
thereunder (a “Final Drawing“). Amounts drawn pursuant to a Final Drawing
shall be maintained and invested in accordance with Section 3.05(f).

(j) Adjustments of Stated Amount. Promptly following each date on
which the Required Amount of the Liquidity Facility for a relevant Class of
Certificates is reduced as a result of a reduction in the Pool Balance with
respect to such Certificates or otherwise, the Subordination Agent shall, if any
such Liquidity Facility provides for reductions of the Stated Amount of such
Liquidity Facility and if such reductions are not automatic, request such
Liquidity Provider for such Class of Certificates to reduce such Stated Amount
to an amount equal to the Required Amount with respect to such Liquidity
Facility (as calculated by the Subordination Agent after giving effect to such
payment). Each such request shall be made in accordance with the provisions of
the applicable Liquidity Facility.

(k) Special Termination Drawing. Upon receipt from a Liquidity
Provider of a Special Termination Notice with respect to any Liquidity Facility,
the Subordination Agent shall, not later than the date specified in such Special
Termination Notice, in accordance with the terms of such Liquidity Facility,
request a drawing under such Liquidity Facility of all available

Intercreditor Agreement (2011-2)
AA Aircraft EETC

and undrawn amounts thereunder (a “Special Termination Drawing“).
Amounts drawn pursuant to a Special Termination Drawing shall be maintained and
invested in accordance with Section 3.05(f) hereof.

(l) Relation to Subordination Provisions. Interest Drawings under the
Liquidity Facilities and withdrawals from the Cash Collateral Accounts, in each
case, in respect of interest on the Certificates of any Class, will be
distributed to the Trustee for such Class of Certificates, notwithstanding
Sections 2.01(b) and 3.02.

(m) Assignment of Liquidity Facility. The Subordination Agent agrees
not to consent to the assignment by any Liquidity Provider of any of its rights
or obligations under any Liquidity Facility or any interest therein unless (i)
American shall have consented to such assignment and (ii) each Rating Agency
shall have provided a Ratings Confirmation with respect to each Class of
Certificates then rated by such Rating Agency in connection with such
assignment; provided, that the Subordination Agent shall consent to
such assignment if the conditions in the foregoing clauses (i) and (ii) are
satisfied, and the foregoing is not intended to and shall not be construed to
limit the rights of any initial Liquidity Provider under Section 3.05(e)(ii).

ARTICLE IV

EXERCISE OF REMEDIES

Section 4.01. Directions from the Controlling Party. (a) (i) Following
the occurrence and during the continuation of an Indenture Event of Default
under any Indenture, the Controlling Party shall direct the Subordination Agent,
as the holder of the Equipment Notes issued under such Indenture, which in turn
shall direct the Loan Trustee under such Indenture, in the exercise of remedies
available to the holders of such Equipment Notes, including, without limitation,
the ability to vote all such Equipment Notes held by the Subordination Agent in
favor of Accelerating such Equipment Notes in accordance with the provisions of
such Indenture. Subject to Section 4.01(a)(iii), if the Equipment Notes issued
pursuant to any Indenture have been Accelerated following an Indenture Event of
Default with respect thereto, the Controlling Party may direct the Subordination
Agent to sell, assign, contract to sell or otherwise dispose of and deliver all
(but not less than all) of such Equipment Notes to any Person at public or
private sale, at any location at the option of the Controlling Party, all upon
such terms and conditions as the Controlling Party may reasonably deem advisable
and in accordance with applicable law.

(ii) Following the occurrence and during the continuation of an Indenture
Event of Default under any Indenture, in the exercise of remedies pursuant to
such Indenture, the Loan Trustee under such Indenture may be directed to lease
the related Aircraft to any Person (including American) so long as the Loan
Trustee in doing so acts in a “commercially reasonable” manner within the
meaning of Article 9 of the Uniform Commercial Code as in effect in any
applicable jurisdiction (including Sections 9-610 and 9-627 thereof).

(iii) Notwithstanding the foregoing, so long as any Certificates remain
Outstanding, during the period ending on the date which is nine months after the
earlier of (x) the Acceleration of the Equipment Notes issued pursuant to any
Indenture or (y) the occurrence of

Intercreditor Agreement (2011-2)
AA Aircraft EETC

an American Bankruptcy Event, without the consent of each Trustee (other than
the Trustee of any Trust all of the Certificates of which are held or
beneficially owned by American and/or its Affiliates), no Aircraft subject to
the Lien of such Indenture or such Equipment Notes may be sold if the net
proceeds from such sale would be less than the Minimum Sale Price for such
Aircraft or such Equipment Notes.

(iv) Upon the occurrence and continuation of an Indenture Event of Default
under any Indenture, the Subordination Agent will obtain three desktop
appraisals from the Appraisers selected by the Controlling Party setting forth
the current market value, current lease rate and distressed value (in each case,
as defined by the International Society of Transport Aircraft Trading or any
successor organization) of the Aircraft subject to such Indenture (each such
appraisal, an “Appraisal” and the current market value appraisals being
referred to herein as the “Post-Default Appraisals“). For so long as any
Indenture Event of Default shall be continuing under any Indenture, and without
limiting the right of the Controlling Party to request more frequent Appraisals,
the Subordination Agent will obtain updated Appraisals on the date that is 364
days from the date of the most recent Appraisal (or if an American Bankruptcy
Event shall have occurred and is continuing, on the date that is 180 days from
the date of the most recent Appraisal) and shall (acting on behalf of each
Trustee) post such Appraisals on DTC’s Internet bulletin board or make such
other commercially reasonable efforts as the Subordination Agent may deem
appropriate to make such Appraisals available to all Certificateholders.

(b) Following the occurrence and during the continuance of an Indenture Event
of Default under any Indenture, the Controlling Party shall take such actions as
it may reasonably deem most effectual to complete the sale or other disposition
of the relevant Aircraft or Equipment Notes. In addition, in lieu of any sale,
assignment, contract to sell or other disposition, the Controlling Party may
maintain or cause the Subordination Agent to maintain possession of such
Equipment Notes and continue to apply monies received in respect of such
Equipment Notes in accordance with Article III hereof. In addition, in lieu of
such sale, assignment, contract to sell or other disposition, or in lieu of such
maintenance of possession, the Controlling Party may direct the Subordination
Agent to, subject to the terms and conditions of the related Indenture, instruct
the Loan Trustee under such Indenture to foreclose on the Lien on the related
Aircraft or to take any other remedial action permitted under such Indenture or
under any applicable law.

(c) If following an American Bankruptcy Event and during the pendency
thereof, the Controlling Party receives a proposal from or on behalf of American
to restructure the financing of any one or more of the Aircraft, the Controlling
Party shall promptly thereafter give the Subordination Agent, each Trustee and
each Liquidity Provider that has not made a Final Drawing notice of the material
economic terms and conditions of such restructuring proposal whereupon the
Subordination Agent acting on behalf of each Trustee shall post such terms and
conditions of such restructuring proposal on DTC’s Internet bulletin board or
make such other commercially reasonable efforts as the Subordination Agent may
deem appropriate to make such terms and conditions available to all
Certificateholders. Thereafter, neither the Subordination Agent nor any Trustee,
whether acting on instructions of the Controlling Party or otherwise, may,
without the consent of each Trustee and each Liquidity Provider that has not
made a Final Drawing, enter into any term sheet, stipulation or other agreement
(a “Restructuring Arrangement“) (whether in the form of an adequate
protection stipulation, an extension under

Intercreditor Agreement (2011-2)
AA Aircraft EETC

Section 1110(b) of the Bankruptcy Code or otherwise) to effect any such
restructuring proposal with or on behalf of American unless and until the
material economic terms and conditions of such restructuring proposal shall have
been made available to all Certificateholders and each Liquidity Provider that
has not made a Final Drawing for a period of not less than 15 calendar days
(except that such requirement shall not apply to any such term sheet,
stipulation or other agreement that is to be effective on or as of any date
occurring during the 60-Day Period and that is initially effective for a period
not exceeding three months from the expiry of the 60-Day Period (an “Interim
Restructuring Arrangement“)). The foregoing provisions of this Section
4.01(c): (i) shall not apply to any extension of a Restructuring Arrangement
with respect to which such provisions have been complied with in connection with
the original entry thereof if the possibility of such extension has been
disclosed in satisfaction of the notification requirements of such provisions
and such extension shall not amend or modify any of the other terms and
conditions of such Restructuring Arrangement and (ii) shall apply to the initial
extension of an Interim Restructuring Arrangement beyond the three months
following the expiry of the 60-Day Period but not to any subsequent extension of
such Interim Restructuring Arrangement, if the possibility of such subsequent
extension has been disclosed in satisfaction of the notification requirements of
such provisions and such subsequent extension shall not amend or modify any of
the other terms and conditions of such Interim Restructuring Arrangement. In the
event that any Certificateholder gives irrevocable notice of the exercise of its
right to purchase all (but not less than all) of the Class of Certificates
represented by the then Controlling Party pursuant to the applicable Trust
Agreement, prior to the expiry of the 15-day notice period specified above, such
Controlling Party may not direct the Subordination Agent or any Trustee to enter
into any such restructuring proposal with respect to any of the Aircraft, unless
and until such Certificateholder shall fail to purchase such Class of
Certificates on the date that it is required to make such purchase.

Section 4.02. Remedies Cumulative. To the extent permitted by
applicable law, each and every right, power and remedy given to the Trustees,
the Liquidity Providers, the Controlling Party or the Subordination Agent
specifically or otherwise in this Agreement shall be cumulative and shall be in
addition to every other right, power and remedy herein specifically given or now
or hereafter existing at law, in equity or by statute, and each and every right,
power and remedy whether specifically herein given or otherwise existing may,
subject always to the terms and conditions hereof, be exercised from time to
time and as often and in such order as may be deemed expedient by any Trustee,
any Liquidity Provider, the Controlling Party or the Subordination Agent, as
appropriate, and the exercise or the beginning of the exercise of any right,
power or remedy shall not be construed to be a waiver of the right to exercise
at the same time or thereafter any other right, power or remedy. No delay or
omission by any Trustee, any Liquidity Provider, the Controlling Party or the
Subordination Agent in the exercise of any right, remedy or power or in the
pursuit of any remedy shall, to the extent permitted by applicable law, impair
any such right, power or remedy or be construed to be a waiver of any default or
to be an acquiescence therein.

Section 4.03. Discontinuance of Proceedings. In case any party to this
Agreement (including the Controlling Party in such capacity) shall have
instituted any Proceeding to enforce any right, power or remedy under this
Agreement by foreclosure, entry or otherwise, and such Proceeding shall have
been discontinued or abandoned for any reason or shall have been determined
adversely to the Person instituting such Proceeding, then and in

Intercreditor Agreement (2011-2)
AA Aircraft EETC

every such case each such party shall, subject to any determination in such
Proceeding, be restored to its former position and rights hereunder, and all
rights, remedies and powers of such party shall continue as if no such
Proceeding had been instituted.

Section 4.04. Right of Certificateholders and the Liquidity Providers to
Receive Payments Not to Be Impaired. Anything in this Agreement to the
contrary notwithstanding but subject to each Trust Agreement, the right of any
Certificateholder or any Liquidity Provider, respectively, to receive payments
hereunder (including, without limitation, pursuant to Section 3.02) when due, or
to institute suit for the enforcement of any such payment on or after the
applicable Distribution Date, shall not be impaired or affected without the
consent of such Certificateholder or such Liquidity Provider, respectively.

ARTICLE V

DUTIES OF THE SUBORDINATION AGENT;
AGREEMENTS OF TRUSTEES, ETC.

Section 5.01. Notice of Indenture Event of Default or Triggering
Event. (a) If the Subordination Agent shall have knowledge of an Indenture
Event of Default or a Triggering Event, the Subordination Agent shall promptly
give notice thereof to the Rating Agencies, American, the Liquidity Providers
and the Trustees by telegram, cable, facsimile or telephone (to be promptly
confirmed in writing), unless such Indenture Event of Default or Triggering
Event shall have been cured or waived. For all purposes of this Agreement, in
the absence of actual knowledge, the Subordination Agent shall not be deemed to
have knowledge of any Indenture Event of Default or Triggering Event unless
notified in writing by American, one or more Trustees, one or more Liquidity
Providers or one or more Certificateholders; and “actual knowledge” (as used in
the foregoing clause) of the Subordination Agent shall mean actual knowledge of
an officer in the Corporate Trust Office of the Subordination Agent.

(b) Other Notices. The Subordination Agent will furnish to each
Liquidity Provider and each Trustee, promptly upon receipt thereof, duplicates
or copies of all reports, notices, requests, demands, certificates, financial
statements and other instruments furnished to the Subordination Agent as
registered holder of the Equipment Notes or otherwise in its capacity as
Subordination Agent to the extent the same shall not have been otherwise
directly distributed to such Liquidity Provider or such Trustee, as applicable,
pursuant to any other Operative Agreement.

(c) Securities Position. Upon the occurrence of an Indenture Event of
Default, the Subordination Agent shall instruct the Trustees to, and the
Trustees shall, request that DTC post on its Internet bulletin board a
securities position listing setting forth the names of all the parties reflected
on DTC’s books as holding interests in the Certificates.

(d) Reports. Promptly after the occurrence of a Triggering Event or an
Indenture Event of Default resulting from the failure of American to make
payments on any Equipment Note and on every Regular Distribution Date while the
Triggering Event or such Indenture Event of Default shall be continuing, the
Subordination Agent will provide to the

Intercreditor Agreement (2011-2)
AA Aircraft EETC

Trustees, the Liquidity Providers, the Rating Agencies and American a
statement setting forth the following information:

(i) after an American Bankruptcy Event, with respect to each Aircraft,
whether such Aircraft is (A) subject to the 60-Day Period, (B) subject to an
election by American under Section 1110(a) of the Bankruptcy Code, (C) covered
by an agreement contemplated by Section 1110(b) of the Bankruptcy Code or (D)
not subject to any of (A), (B) or (C);

(ii) to the best of the Subordination Agent’s knowledge, after requesting
such information from American, (A) whether the Aircraft are currently in
service or parked in storage, (B) the maintenance status of the Aircraft and (C)
the location of the Engines (as defined in the Indentures);

(iii) the current Pool Balance of each Class of Certificates, the Eligible B
Pool Balance and the outstanding principal amount of all Equipment Notes;

(iv) the expected amount of interest which will have accrued on the Equipment
Notes and on the Certificates as of the next Regular Distribution Date;

(v) the amounts paid to each Person on such Distribution Date pursuant to
this Agreement;

(vi) details of the amounts paid on such Distribution Date identified by
reference to the relevant provision of this Agreement and the source of payment
(by Aircraft and party);

(vii) if the Subordination Agent has made a Final Drawing or a Special
Termination Drawing under any Liquidity Facility;

(viii) the amounts currently owed to each Liquidity Provider;

(ix) the amounts drawn under each Liquidity Facility; and

(x) after an American Bankruptcy Event, any operational reports filed by
American with the bankruptcy court which are available to the Subordination
Agent on a non-confidential basis.

Section 5.02. Indemnification. The Subordination Agent shall not be
required to take any action or refrain from taking any action under Article IV
unless the Subordination Agent shall have received indemnification against any
risks that may be incurred in connection therewith in form and substance
reasonably satisfactory to it, including, without limitation, adequate advances
against costs (including fees and expenses) that may be incurred by it in
connection therewith. The Subordination Agent shall not be required to take any
action under Article IV, nor shall any other provision of this Agreement or any
other Operative Agreement be deemed to impose a duty on the Subordination Agent
to take any action, if the Subordination Agent shall have been advised by
outside counsel that such action is contrary to the terms hereof or is otherwise
contrary to law. Under no circumstances shall the Subordination Agent be
required to expend or risk its own funds or otherwise incur any financial
liability in performing

Intercreditor Agreement (2011-2)
AA Aircraft EETC

its duties or exercising its rights or powers hereunder if it shall have
reasonable grounds for believing that repayment of such funds is not assured to
it.

Section 5.03. No Duties Except as Specified in Intercreditor
Agreement. The Subordination Agent shall not have any duty or obligation to
take or refrain from taking any action under, or in connection with, this
Agreement, except as expressly provided by the terms of this Agreement; and no
implied duties or obligations shall be read into this Agreement against the
Subordination Agent. The Subordination Agent agrees that it will, in its
individual capacity and at its own cost and expense (but without any right of
indemnity in respect of any such cost or expense) promptly take such action as
may be necessary duly to discharge all Liens on any of the Trust Accounts or any
monies deposited therein that are attributable to the Subordination Agent in its
individual capacity and that are unrelated to the transaction contemplated
hereby and by the other Operative Agreements.

Section 5.04. Notice from the Liquidity Providers and Trustees. If any
Liquidity Provider or Trustee has notice of an Indenture Event of Default or a
Triggering Event, such Person shall promptly give notice thereof to all other
Liquidity Providers and Trustees and to the Subordination Agent;
provided, however, that no such Person shall have any
liability hereunder as a result of its failure to deliver any such notice.

ARTICLE VI

THE SUBORDINATION AGENT

Section 6.01. Authorization; Acceptance of Trusts and Duties. Each of
the Class A Trustee and, upon accession hereto, the Class B Trustee hereby
designates and appoints the Subordination Agent as the agent and trustee of such
Trustee under the applicable Liquidity Facility (if any) and authorizes the
Subordination Agent to enter into the applicable Liquidity Facility as agent and
trustee for such Trustee. Each of the Liquidity Providers and the Trustees
hereby designates and appoints the Subordination Agent as the Subordination
Agent under this Agreement. U.S. Bank accepts the trusts and duties hereby
created and applicable to it and agrees to perform such duties, but only upon
the terms of this Agreement and agrees to receive, handle and disburse all
monies received by it in accordance with the terms hereof. The Subordination
Agent shall have no liability hereunder except (a) for its own willful
misconduct or negligence, (b) as provided in Section 2.02 and the last sentence
of Section 5.03, (c) for liabilities that may result from the inaccuracy of any
representation or warranty of the Subordination Agent made in its individual
capacity in any Operative Agreement and (d) as otherwise expressly provided
herein or in the other Operative Agreements.

Section 6.02. Absence of Duties. The Subordination Agent shall have no
duty to see to any recording or filing of this Agreement or any other document,
or to see to the maintenance of any such recording or filing.

Section 6.03. No Representations or Warranties as to Documents. The
Subordination Agent shall not be deemed to have made any representation or
warranty as to the validity, legality or enforceability of this Agreement or any
other Operative Agreement or as to the correctness of any statement contained
herein or therein (other than the representations and

Intercreditor Agreement (2011-2)
AA Aircraft EETC

warranties of the Subordination Agent made in its individual capacity under
any Operative Agreement), except that the Subordination Agent hereby represents
and warrants that each of said specified documents to which it is a party has
been or will be duly executed and delivered by one of its officers who is and
will be duly authorized to execute and deliver such document on its behalf. The
Certificateholders, the Trustees and the Liquidity Providers make no
representation or warranty hereunder whatsoever.

Section 6.04. No Segregation of Monies; No Interest. Any monies paid
to or retained by the Subordination Agent pursuant to any provision hereof and
not then required to be distributed to any Trustee or any Liquidity Provider as
provided in Articles II and III or deposited into one or more Trust Accounts
need not be segregated in any manner except to the extent required by such
Articles II and III and by law, and the Subordination Agent shall not (except as
otherwise provided in Section 2.02) be liable for any interest thereon;
provided, however, that any payments received or applied
hereunder by the Subordination Agent shall be accounted for by the Subordination
Agent so that any portion thereof paid or applied pursuant hereto shall be
identifiable as to the source thereof.

Section 6.05. Reliance; Agents; Advice of Counsel. The Subordination
Agent shall not incur any liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. As to the Pool
Balance of any Trust as of any date, the Subordination Agent may for all
purposes hereof rely on a certificate signed by any Responsible Officer of the
applicable Trustee, and such certificate shall constitute full protection to the
Subordination Agent for any action taken or omitted to be taken by it in good
faith in reliance thereon. As to any fact or matter relating to the Liquidity
Providers or the Trustees the manner of ascertainment of which is not
specifically described herein, the Subordination Agent may for all purposes
hereof rely on a certificate, signed by any Responsible Officer of the
applicable Liquidity Provider or Trustee, as the case may be, as to such fact or
matter, and such certificate shall constitute full protection to the
Subordination Agent for any action taken or omitted to be taken by it in good
faith in reliance thereon. In the administration of the trusts hereunder, the
Subordination Agent may (a) execute any of the trusts or powers hereof and
perform its powers and duties hereunder directly or through agents or attorneys
and (b) consult with counsel, accountants and other skilled Persons to be
selected and retained by it. The Subordination Agent shall not be liable for
anything done, suffered or omitted in good faith by it in accordance with the
advice or opinion of any such counsel, accountants or other skilled Persons
acting within such counsel’s, accountants’ or Person’s area of competence (so
long as the Subordination Agent shall have exercised reasonable care and
judgment in selecting such Persons).

Section 6.06. Capacity in Which Acting. The Subordination Agent acts
hereunder solely as agent or trustee herein and not in its individual capacity,
except as otherwise expressly provided herein and in the Operative Agreements.

Section 6.07. Compensation. The Subordination Agent shall be entitled
to such compensation, including reasonable expenses and disbursements, for all
services rendered hereunder as American and the Subordination Agent may agree
from time to time in writing and shall have a priority claim to the extent set
forth in Article III on all monies collected hereunder

Intercreditor Agreement (2011-2)
AA Aircraft EETC

for the payment of such compensation, to the extent that such compensation
shall not be paid by others. The Subordination Agent agrees that it shall have
no right against any Trustee or any Liquidity Provider for any fee as
compensation for its services as agent under this Agreement. The provisions of
this Section 6.07 shall survive the termination of this Agreement.

Section 6.08. May Become Certificateholder. The institution acting as
Subordination Agent hereunder may become a Certificateholder and have all rights
and benefits of a Certificateholder to the same extent as if it were not the
institution acting as the Subordination Agent.

Section 6.09. Subordination Agent Required; Eligibility. There shall
at all times be a Subordination Agent hereunder that is a Citizen of the United
States, a bank, trust company or other financial institution organized and doing
business under the laws of the United States or any state thereof and eligible
to act as a trustee under Section 310(a) of the Trust Indenture Act of 1939, as
amended, and that has a combined capital and surplus of at least $75,000,000 (or
a combined capital and surplus in excess of $5,000,000 and the obligations of
which, whether now in existence or hereafter incurred, are fully and
unconditionally guaranteed by a corporation organized under the laws of the
United States or any State or territory thereof or the District of Columbia and
having a combined capital and surplus of at least $75,000,000). If such bank,
trust company or other financial institution or such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section 6.09 the combined capital and
surplus of such bank, trust company or other financial institution or such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.

In case at any time the Subordination Agent shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Subordination Agent
shall resign immediately in the manner and with the effect specified in Section
7.01.

Section 6.10. Money to Be Held in Trust. All Equipment Notes, monies
and other property deposited with or held by the Subordination Agent pursuant to
this Agreement shall be held in trust for the benefit of the parties entitled to
such Equipment Notes, monies and other property and the Subordination Agent, in
its individual capacity, hereby waives all rights of set-off and counterclaim
with respect to all such property.

Section 6.11. Notice of Substitution or Replacement of Airframe. If
the Subordination Agent, in its capacity as a holder of Equipment Notes issued
under an Indenture, receives a notice of substitution of a Substitute Airframe
(as defined in such Indenture) pursuant to Section 7.04(e) of such Indenture or
a notice of delivery of a Replacement Airframe (as defined in such Indenture)
pursuant to Section 7.05(a) of such Indenture, the Subordination Agent shall
promptly (i) provide a copy of such notice to each Trustee, each Liquidity
Provider and each Rating Agency and (ii) on behalf of each Trustee post such
notice on DTC’s Internet bulletin board or make such other commercially
reasonable efforts as the Subordination Agent may deem appropriate to make the
contents of such notice available to all Certificateholders.

Intercreditor Agreement (2011-2)
AA Aircraft EETC

ARTICLE VII

SUCCESSOR SUBORDINATION AGENT

Section 7.01. Replacement of Subordination Agent; Appointment of
Successor. (a) The Subordination Agent or any successor thereto must resign
if at any time it fails to comply with Section 6.09 and may resign at any time
without cause by giving 60 days’ prior written notice to American, the Trustees
and the Liquidity Providers. The Controlling Party or American (only so long as
no Indenture Event of Default has occurred or is continuing) may remove the
Subordination Agent for cause by so notifying the Subordination Agent and may
appoint a successor Subordination Agent. The Controlling Party (or the party
that would be the Controlling Party if an Indenture Event of Default had
occurred) shall remove the Subordination Agent if:

(1) the Subordination Agent fails to comply with Section 6.09;

(2) the Subordination Agent is adjudged bankrupt or insolvent or files a
bankruptcy petition;

(3) a receiver of the Subordination Agent shall be appointed or any public
officer shall take charge or control of the Subordination Agent or its property
or affairs for the purpose of rehabilitation, conservation or liquidation; or

(4) the Subordination Agent otherwise becomes incapable of acting.

If the Subordination Agent resigns or is removed or if a vacancy exists in
the office of Subordination Agent for any reason (the Subordination Agent in
such event being referred to herein as the retiring Subordination Agent), the
Controlling Party (or the party that would be the Controlling Party if an
Indenture Event of Default had occurred) shall promptly appoint a successor
Subordination Agent. If a successor Subordination Agent shall not have been
appointed within 60 days after such notice of resignation or removal, the
retiring Subordination Agent, one or more of the Trustees or one or more of the
Liquidity Providers may petition any court of competent jurisdiction for the
appointment of a successor Subordination Agent to act until such time, if any,
as a successor shall have been appointed as provided above.

A successor Subordination Agent shall deliver (x) a written acceptance of its
appointment as Subordination Agent hereunder to the retiring Subordination Agent
and (y) a written assumption of its obligations hereunder and under each
Liquidity Facility to each party hereto, upon which the resignation or removal
of the retiring Subordination Agent shall become effective, and the successor
Subordination Agent shall have all the rights, powers and duties of the
Subordination Agent under this Agreement. The successor Subordination Agent
shall mail a notice of its succession to American, the Liquidity Providers and
the Trustees. The retiring Subordination Agent shall promptly transfer its
rights under each of the Liquidity Facilities and all of the property and all
books and records, or true, complete and correct copies thereof, held by it as
Subordination Agent to the successor Subordination Agent.

If the Subordination Agent fails to comply with Section 6.09 (to the extent
applicable), one or more of the Trustees or one or more of the Liquidity
Providers may petition a

Intercreditor Agreement (2011-2)
AA Aircraft EETC

court of competent jurisdiction for the removal of the Subordination Agent
and the appointment of a successor Subordination Agent.

Notwithstanding the foregoing, no resignation or removal of the Subordination
Agent shall be effective unless and until a successor has been appointed. No
appointment of a successor Subordination Agent shall be effective unless and
until the Rating Agencies shall have delivered a Ratings Confirmation with
respect to each Class of Certificates then rated by the Rating Agencies.

(b) Any corporation, bank, trust company or other financial institution into
which the Subordination Agent may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or other financial
institution resulting from any merger, conversion or consolidation to which the
Subordination Agent shall be a party, or any corporation, bank, trust company or
other financial institution succeeding to all or substantially all of the
corporate trust business of the Subordination Agent, shall be the successor of
the Subordination Agent hereunder, provided, that such corporation,
bank, trust company or other financial institution shall be otherwise qualified
and eligible under Section 6.09, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, except that such
corporation, bank, trust company or other financial institution shall give
prompt notice of such transaction to the Liquidity Providers and American.

ARTICLE VIII

SUPPLEMENTS AND AMENDMENTS

Section 8.01. Amendments, Waivers, Etc. (a) This Agreement may not be
supplemented, amended or modified without the consent of each Trustee (acting,
except in the case of any amendment pursuant to Section 3.05(e)(v) or any
amendment contemplated by the last sentence of this Section 8.01(a), with the
consent of holders of Outstanding Certificates of the related Class evidencing
Fractional Undivided Interests in the related Trust aggregating not less than a
majority in interest in such Trust or as otherwise authorized pursuant to the
relevant Trust Agreement (including, without limitation, without the consent of
the Certificateholders to the extent permitted thereby, Section 9.01 thereof)),
the Subordination Agent and each Liquidity Provider; provided,
however, that this Agreement may be supplemented, amended or modified
without the consent of any Trustee or the Subordination Agent in order (i) to
cure any ambiguity or omission or to correct any mistake, (ii) to correct or
supplement any provision, or (iii) to make any other provision in regard to
matters or questions arising hereunder that will not materially adversely affect
the interests of any Trustee or the holders of the related Class of
Certificates, and without the consent of any Liquidity Provider if such
supplement, amendment or modification is in accordance with Section 8.01(c) or
8.01(d); provided, further, however, that, if such supplement,
amendment or modification (x) would directly or indirectly amend, modify or
supersede, or otherwise conflict with, Section 2.02(b), 3.05(c), 3.05(e),
3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 8.01(a), the
last sentence of Section 8.01(a), Section 8.01(c), 8.01(d) or 9.06
(collectively, the “American Provisions“), (y) would otherwise affect the
interests of any potential Replacement Liquidity Provider or replacement
Depositary or of American with respect to American’s ability to replace any
Liquidity Facility or the Depositary or with respect to American’s payment
obligations under any Operative Agreement

Intercreditor Agreement (2011-2)
AA Aircraft EETC

or (z) is made pursuant to the last sentence of this Section 8.01(a) or
pursuant to Section 8.01(c) or pursuant to Section 8.01(d), then such
supplement, amendment or modification shall not be effective without the
additional written consent of American. Notwithstanding the foregoing, without
the consent of each Certificateholder affected thereby and each Liquidity
Provider, no supplement, amendment or modification of this Agreement may (i)
reduce the percentage of the interest in any Trust evidenced by the Certificates
issued by such Trust necessary to consent to modify or amend any provision of
this Agreement or to waive compliance therewith or (ii) except as provided in
the last sentence of this Section 8.01(a) or Section 8.01(c) or Section 8.01(d),
modify Section 2.04, 3.02 or 3.03 hereof relating to the distribution of monies
received by the Subordination Agent hereunder from the Equipment Notes or
pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a)
shall require the consent of a Trustee at any time following the payment of
Final Distributions with respect to the related Class of Certificates. If the
Replacement Liquidity Facility for any Liquidity Facility is to be comprised of
more than one instrument as contemplated by the definition of the term
“Replacement Liquidity Facility”, then each party hereto agrees to amend this
Agreement and the other Operative Agreements to incorporate appropriate
mechanics for multiple Liquidity Facilities for a single Trust.

(b) In the event that the Subordination Agent, as the registered holder of
any Equipment Notes, receives a request for its consent to any amendment,
supplement, modification, approval, consent or waiver under such Equipment
Notes, the Indenture pursuant to which such Equipment Notes were issued or the
related Participation Agreement, the Parent Guarantee or other related document,
(i) if no Indenture Event of Default shall have occurred and be continuing with
respect to such Indenture, the Subordination Agent shall request directions with
respect to each series of such Equipment Notes from the Trustee of the Trust
which holds such Equipment Notes and shall vote or consent in accordance with
the directions of such Trustee and (ii) if any Indenture Event of Default shall
have occurred and be continuing with respect to such Indenture, the
Subordination Agent will exercise its voting rights as directed by the
Controlling Party, subject to Sections 4.01 and 4.04. Notwithstanding the
foregoing, without the consent of each Liquidity Provider and each
Certificateholder holding Certificates representing a Fractional Undivided
Interest in the Equipment Notes under the applicable Indenture held by the
Subordination Agent, no such amendment, supplement, modification, approval,
consent or waiver shall (i) reduce the principal amount of, Premium, if any, or
interest on, any Equipment Note under such Indenture; (ii) change the date on
which any principal amount of, Premium, if any, or interest on any Equipment
Note under such Indenture, is due or payable; (iii) create any Lien with respect
to the Collateral subject to such Indenture prior to or pari passu
with the Lien thereon under such Indenture except such as are permitted by
such Indenture; provided, that, without the consent of each
Certificateholder, no such amendment, supplement, modification, approval,
consent or waiver shall modify Section 3.03 or Section 9.02(a)(3) of such
Indenture or deprive any Certificateholder of the benefit of the Lien of such
Indenture on such Collateral, except as provided in connection with the exercise
of remedies under Article IV of such Indenture; (iv) reduce the percentage of
the outstanding principal amount of the Equipment Notes under such Indenture the
consent of whose holders is required for any supplemental agreement, or the
consent of whose holders is required for any waiver of compliance with certain
provisions of such Indenture or of certain defaults thereunder or their
consequences provided for in such Indenture; or (v) make any change in Section
4.05 or Section 9.02 of such Indenture, except to provide that certain other
provisions of such Indenture

Intercreditor Agreement (2011-2)
AA Aircraft EETC

cannot be modified or waived without the consent of each holder of an
Equipment Note under such Indenture affected thereby.

(c) If Series B Equipment Notes (or Additional Equipment Notes), with respect
to all of the Aircraft for which Series B Equipment Notes (or, as the case may
be, Additional Equipment Notes) are at the time outstanding, are redeemed and
new Equipment Notes of corresponding series are to be issued in accordance with
the terms of Section 2.11(b) of each Indenture and Section 4(a)(v) of the Note
Purchase Agreement, such series of new Equipment Notes (the “Refinancing
Equipment Notes“) shall be issued to a new pass through trust (a
“Refinancing Trust“) that issues a class of pass through certificates
(the “Refinancing Certificates“) to certificateholders (the
“Refinancing Certificateholders“) pursuant to a pass through trust
agreement (a “Refinancing Trust Agreement“) with a trustee (a
“Refinancing Trustee“). A Refinancing Trust, a Refinancing Trustee and
the Refinancing Certificates shall be subject to all of the provisions of this
Agreement in the same manner as the Trust, the Trustee and the Certificates of
the Class corresponding to the series of the refinanced Equipment Notes,
including, the subordination of the Refinancing Certificates to the extent
provided herein to the Administration Expenses, the Liquidity Obligations, the
Class A Certificates and, if applicable, the Class B Certificates. Such issuance
of Refinancing Equipment Notes and Refinancing Certificates and the amendment of
this Agreement as provided below shall require Ratings Confirmation with respect
to each Class of Certificates then rated by the Rating Agencies and shall not
materially adversely affect any of the Trustees in their individual capacities
or any of the Liquidity Providers. This Agreement shall be amended by written
agreement of American and the Subordination Agent to give effect to the issuance
of the Refinancing Certificates subject to the following terms and conditions:

(i) the Refinancing Trustee shall be added as a party to this Agreement;

(ii) the definitions of “Certificate”, “Class”, “Class B Certificates”,
“Final Legal Distribution Date”, “Trust”, “Trust Agreement” and “Controlling
Party” (and such other applicable definitions) shall be revised, as appropriate,
to reflect such issuance (and the subordination of the Refinancing Certificates
and the Refinancing Equipment Notes);

(iii) the Refinancing Certificates may have the benefit of credit support
similar to the Class A Liquidity Facility or different therefrom and claims for
fees, interest, expenses, reimbursement of advances and other obligations
arising from such credit support (A) in the case of any Refinancing Certificates
issued in respect of the Class B Certificates, may rank pari passu
with similar claims in respect of the Class A Liquidity Facility and (B) in
the case of any Refinancing Certificates issued in respect of any Additional
Certificates, shall be subordinated to the Administration Expenses, the
Liquidity Obligations, the Class A Certificates and the Class B Certificates;
provided, that in each case Ratings Confirmation with respect to each
Class of Certificates then rated by the Rating Agencies and the prior written
consent of the Liquidity Providers shall have been obtained;

(iv) the Refinancing Certificates cannot be issued to American but may be
issued to any of American’s Affiliates so long as such Affiliate shall have
bankruptcy remote and special purpose provisions in its certificate of
incorporation or other

Intercreditor Agreement (2011-2)
AA Aircraft EETC

organizational documents and any subsequent transfer of the Refinancing
Certificates to any Affiliate of American shall be similarly restricted; and

(v) the scheduled payment dates on the Refinancing Equipment Notes shall be
the Regular Distribution Dates.

The issuance of the Refinancing Certificates in compliance with all of the
foregoing terms of this Section 8.01(c), and any related amendment of the Parent
Guarantee described in Section 9.03 of the Indentures, shall not require the
consent of any of the Trustees or the holders of any Class of Certificates. Each
of the Liquidity Providers hereby agrees and confirms that it shall be deemed to
consent to any issuance and amendment in accordance with this Section 8.01(c)
(subject to the Liquidity Providers’ consent right in Section 8.01(c)(iii)) and
that any such issuance and amendment shall not affect any of its respective
obligations under the applicable Liquidity Facility, provided, that a
condition to the issuance of any Refinancing Certificates issued in respect of a
Class of Certificates with a Liquidity Facility shall be the payment in full of
all amounts owed to the Liquidity Provider under such Liquidity Facility and the
termination of such Liquidity Facility upon the issuance of the Refinancing
Certificates. The Subordination Agent shall deliver to each Trustee and each
Liquidity Provider (other than the Liquidity Provider of such terminated
Liquidity Facility) a copy of the amendments made to this Agreement and all
opinions, certificates and other documents delivered in connection with the
issuance of any Refinancing Certificates.

(d) Pursuant to the terms of Section 2.02 of each Indenture and Section
4(a)(v) of the Note Purchase Agreement, Series B Equipment Notes or one
additional series of Equipment Notes (the “Additional Equipment Notes“),
which shall be subordinated in right of payment to (in the case of the Series B
Equipment Notes) the Series A Equipment Notes or (in the case of the Additional
Equipment Notes) the Series A Equipment Notes and the Series B Equipment Notes,
in each case to the extent provided in the Indentures, may be issued at any
time, provided that the Additional Equipment Notes may be issued under
an Indenture only if the Series B Equipment Notes shall have been issued under
such Indenture prior thereto or concurrently therewith. If the Series B
Equipment Notes are issued under any Indenture, such Series B Equipment Notes
shall be issued to the Class B Trust that issues the Class B Certificates to the
Class B Certificateholders pursuant to the Class B Trust Agreement. If any
Additional Equipment Notes are issued under any Indenture, such Additional
Equipment Notes shall be issued to a new pass through trust (“Additional
Trust“) that issues a class of pass through certificates (the
“Additional Certificates“) to certificateholders (the “Additional
Certificateholders“) pursuant to a pass through trust agreement (an
“Additional Trust Agreement“) with a trustee (an “Additional
Trustee“). In the case of the issuance of the Additional Certificates, this
Agreement, including without limitation Sections 2.04, 3.01 and 3.02 hereof,
shall be amended by written agreement of American and the Subordination Agent to
provide for the subordination of the Additional Certificates to, and to provide
for distributions on the Additional Certificates after payment of, the
Administration Expenses, the Liquidity Obligations, the Class A Certificates and
the Class B Certificates (subject to clause (vi) below). The issuance of the
Class B Certificates or the Additional Certificates, and the amendment of this
Agreement as provided below (x) shall require Ratings Confirmation with respect
to each Class of Certificates then rated by the Rating Agencies, (y) in the case
of the issuance of the Class B Certificates, if the Class B Certificates are to
have the benefit of a Class B Liquidity Facility and

Intercreditor Agreement (2011-2)
AA Aircraft EETC

the Required Amount of the Class B Liquidity Facility would, at any date of
determination, exceed the amount set forth in Schedule A attached hereto for the
date most recently preceding such date of determination (assuming that, as of
such date of determination, the Pool Balance of the Class B Certificates has
been reduced by all Expected Distributions on the Class B Certificates in
respect of all Distribution Dates prior to such date of determination), shall
require the prior written consent of the Class A Liquidity Provider and (z)
shall not materially adversely affect any Trustee then party hereto in its
individual capacity. This Agreement shall be amended by written agreement of
American and the Subordination Agent to give effect to the issuance of the Class
B Certificates or Additional Certificates subject to the following terms and
conditions:

(i) each of the Class B Trustee or the Additional Trustee, as applicable, and
(if applicable) the Class B Liquidity Provider and the provider of any credit
support for the Additional Certificates shall be added as a party to this
Agreement;

(ii) in the case of the Class B Certificates, all Class B Related Terms shall
be revised, as appropriate, to reflect the issuance of the Class B Certificates
and become effective upon the accession hereto of the Class B Trustee and (if
applicable) the Class B Liquidity Provider, and the terms “Final Legal
Distribution Date” and “Stated Interest Rate” to specify such date and rate for
the Class B Certificates;

(iii) in the case of the Additional Certificates, the definitions of
“Certificate”, “Class”, “Equipment Notes”, “Final Legal Distribution Date”,
“Trust”, “Trust Agreement”, and “Controlling Party” (and such other applicable
definitions) shall be revised, as appropriate, to reflect the issuance of the
Additional Certificates (and the subordination thereof);

(iv) in the event that Class B Certificates are issued prior to the Delivery
Period Termination Date, the definitions of Deposit Agreement, Escrow and Paying
Agent Agreement, Escrow Agent, Escrow Receipts, Paying Agent, Paying Agent
Account, Expected Distributions, Final Distributions and Pool Balance (and any
other applicable definition) and the related provisions hereof shall be
appropriately revised to reflect any applicable deposit and escrow arrangement
in relation to the Class B Certificates;

(v) in the case of the Class B Certificates, if the Class B Certificates are
to have the benefit of a Class B Liquidity Facility, Section 3.05 and any other
provisions hereof shall be revised to the extent necessary to reflect the terms
and conditions of the Class B Liquidity Facility, provided that such
revisions shall not materially adversely affect the Class A Liquidity Provider;

(vi) in the case of the Additional Certificates, Section 3.02 may be revised,
with respect to any Additional Certificates, to provide for the distribution of
“Adjusted Interest” for such Additional Certificates (calculated in a manner
substantially similar to the calculation of Class B Adjusted Interest) after the
Class B Adjusted Interest but before Expected Distributions on the Class A
Certificates, provided, that such revision shall not adversely affect
any Liquidity Provider (as determined by such Liquidity Provider in its
reasonable discretion);

(vii) the Additional Certificates may have the benefit of credit support
similar to the Class A Liquidity Facility or different therefrom, provided
that (A) claims for fees,

Intercreditor Agreement (2011-2)
AA Aircraft EETC

interest, expenses, reimbursement of advances and other obligations arising
from such credit support shall be subordinated to the Administration Expenses,
the Liquidity Obligations, the Class A Certificates and the Class B Certificates
and (B) Ratings Confirmation with respect to each Class of Certificates then
rated by the Rating Agencies and the prior written consent of the Liquidity
Providers shall have been obtained;

(viii) the Class B Certificates or the Additional Certificates may be rated
by the Rating Agencies;

(ix) the Class B Certificates or Additional Certificates cannot be issued to
American but may be issued to any of American’s Affiliates so long as such
Affiliate shall have bankruptcy remote and special purpose provisions in its
certificate of incorporation or other organizational documents and any
subsequent transfer of the Class B Certificates or the Additional Certificates
to any Affiliate of American shall be similarly restricted; and

(x) the scheduled payment dates on the Series B Equipment Notes or Additional
Equipment Notes shall be the Regular Distribution Dates.

The issuance of the Class B Certificates or the Additional Certificates in
compliance with all of the foregoing terms of this Section 8.01(d), and any
amendment of the Parent Guarantee described in Sections 9.03 of the Indentures,
shall not require the consent of any of the Trustees then party hereto or the
holders of any Class of Certificates. The Class A Liquidity Provider hereby
agrees and confirms that it shall be deemed to consent to any issuance and
amendment in accordance with this Section 8.01(d) (subject, in the case of the
Class B Certificates, to the Class A Liquidity Provider’s consent right in
Section 8.01(d)(y), to the extent applicable, and in the case of the Additional
Certificates, to the Class A Liquidity Provider’s consent right in Section
8.01(d)(vii)) and that any such issuance and amendment shall not affect any of
its obligations under the Class A Liquidity Facility. The Subordination Agent
shall deliver to each Trustee then party hereto and each Liquidity Provider then
party hereto a copy of the amendments made to this Agreement and all opinions,
certificates and other documents delivered in connection with the issuance of
the Class B Certificates or Additional Certificates.

(e) The parties hereto acknowledge that the Class B Related Terms have been
included herein in contemplation of the issuance of Class B Certificates
pursuant to Section 8.01(d) hereof. The parties hereto agree that prior to such
issuance, the Class B Related Terms (other than as provided in Section 8.01(d)
above and this Section 8.01(e)) shall be of no effect and shall be disregarded.

Section 8.02. Subordination Agent Protected. If, in the reasonable
opinion of the institution acting as the Subordination Agent hereunder, any
document required to be executed by it pursuant to the terms of Section 8.01
adversely affects any right, duty, immunity or indemnity with respect to such
institution under this Agreement or the Liquidity Facility, the Subordination
Agent may in its discretion decline to execute such document.

Section 8.03. Effect of Supplemental Agreements. Upon the execution of
any amendment, consent or supplement hereto pursuant to the provisions hereof,
this Agreement shall be and shall be deemed to be modified and amended in
accordance therewith and the

Intercreditor Agreement (2011-2)
AA Aircraft EETC

respective rights, limitations of rights, obligations, duties and immunities
under this Agreement of the parties hereto and beneficiaries hereof shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental agreement shall be and be deemed to be part of the
terms and conditions of this Agreement for any and all purposes. In executing or
accepting any supplemental agreement permitted by this Article VIII, the
Subordination Agent shall be entitled to receive, and shall be fully protected
in relying upon, an opinion of counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement.

Section 8.04. Notice to Rating Agencies. Promptly following its
receipt of each amendment, consent, modification, supplement or waiver
contemplated by this Article VIII, the Subordination Agent shall send a copy
thereof to each Rating Agency.

ARTICLE IX

MISCELLANEOUS

Section 9.01. Termination of Intercreditor Agreement. Following
payment of Final Distributions with respect to each Class of Certificates and
the payment in full of all Liquidity Obligations to the Liquidity Providers and
provided, that there shall then be no other amounts due to the
Certificateholders, the Trustees, the Liquidity Providers and the Subordination
Agent hereunder or under the Trust Agreements, and that the commitment of the
Liquidity Providers under the Liquidity Facilities shall have expired or been
terminated, this Agreement shall terminate and shall be of no further force or
effect. Except as aforesaid or otherwise provided, this Agreement and the trusts
created hereby shall continue in full force and effect in accordance with the
terms hereof.

Section 9.02. Intercreditor Agreement for Benefit of Trustees, Liquidity
Providers and Subordination Agent. Subject to the second sentence of Section
9.06 and the provisions of Section 4.04 and 8.01, nothing in this Agreement,
whether express or implied, shall be construed to give to any Person other than
the Trustees, the Liquidity Providers and the Subordination Agent any legal or
equitable right, remedy or claim under or in respect of this Agreement.

Section 9.03. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all notices required or permitted under the terms
and provisions of this Agreement shall be in English and in writing, and any
such notice may be given by United States mail, courier service or facsimile or
any other customary means of communication, and any such notice shall be
effective when delivered (or, if mailed, three Business Days after deposit,
postage prepaid, in the first class United States mail and, if delivered by
facsimile, upon completion of transmission and confirmation by the sender (by a
telephone call to a representative of the recipient or by machine confirmation)
that such transmission was received),

Intercreditor Agreement (2011-2)
AA Aircraft EETC

if to the Subordination Agent, to:

U.S. Bank Trust National Association
One Federal Street, 3^rd Floor
Boston, Massachusetts 02110
Attention: Corporate Trust Administration
Ref.: American 2011-2 EETC
Telephone: (617) 603-6553
Telecopy: (617) 603-6683

if to any Trustee, to:

U.S. Bank Trust National Association
300 Delaware Avenue, 9^th Floor
Mail Code EX-DE-WDAW
Wilmington, Delaware 19801
Attention: Corporate Trust Services
Ref.: American 2011-2 EETC
Telephone: (302) 576-3703
Telecopy: (302) 576-3717

if to the Class A Liquidity Provider, to:

Morgan Stanley Bank, N.A.
Attention: Lucy Dixon
1 Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Telephone: (718) 754-2712
Fax: (212) 507-6680

Any party, by notice to the other parties hereto, may designate additional or
different addresses for subsequent notices or communications. Whenever the words
“notice” or “notify” or similar words are used herein, they mean the provision
of formal notice as set forth in this Section 9.03.

Section 9.04. Severability. To the extent permitted by applicable law,
any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

Section 9.05. No Oral Modifications or Continuing Waivers. No terms or
provisions of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party or other Person
against whom enforcement of the change, waiver, discharge or termination is
sought and any other party or other Person whose consent is required pursuant to
this Agreement and any waiver of the terms hereof shall be effective only in the
specific instance and for the specific purpose given.

Section 9.06. Successors and Assigns. All covenants and agreements
contained herein shall bind and inure to the benefit of, and be enforceable by,
each of the parties hereto and the successors and permitted assigns of each, all
as herein provided. In addition, the American

Intercreditor Agreement (2011-2)
AA Aircraft EETC

Provisions shall inure to the benefit of American and its successors and
permitted assigns, and (without limitation of the foregoing) American is hereby
constituted, and agreed to be, an express third party beneficiary of the
American Provisions.

Section 9.07. Headings. The headings of the various Articles and
Sections herein and in the Table of Contents hereto are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.

Section 9.08. Counterparts. This Agreement may be executed in any
number of counterparts (and each party shall not be required to execute the same
counterpart). Each counterpart of this Agreement including a signature page or
pages executed by each of the parties hereto shall be an original counterpart of
this Agreement, but all of such counterparts together constitute one instrument.

Section 9.09. Subordination. (a) As between the Liquidity Providers
(and any additional liquidity providers in respect of any class of Refinancing
Certificates or any Additional Certificates), on the one hand, and the Trustees
(and any Refinancing Trustees or an Additional Trustee) and the
Certificateholders (and any Refinancing Certificateholders or Additional
Certificateholders), on the other hand, and as among the Trustees (and any
Refinancing Trustees or an Additional Trustee) and the related
Certificateholders (and any Refinancing Certificateholders or Additional
Certificateholders) this Agreement shall be a subordination agreement for
purposes of Section 510 of the United States Bankruptcy Code, as amended from
time to time.

(b) Notwithstanding the provisions of this Agreement, if prior to the payment
in full to the Liquidity Providers of all Liquidity Obligations then due and
payable any party hereto shall have received any payment or distribution in
respect of Equipment Notes or any other amount under the Indentures or other
Operative Agreements which, had the subordination provisions of this Agreement
been properly applied to such payment, distribution or other amount, would not
have been distributed to such Person, then such payment, distribution or other
amount shall be received and held in trust by such Person and paid over or
delivered to the Subordination Agent for application as provided herein.

(c) If any Trustee, any Liquidity Provider or the Subordination Agent
receives any payment in respect of any obligations owing or amounts
distributable hereunder (or, in the case of the Liquidity Providers, in respect
of the Liquidity Obligations), which is subsequently invalidated, declared
preferential, set aside and/or required to be repaid to a trustee, receiver or
other party, then, to the extent of such payment, such obligations or amounts
(or, in the case of the Liquidity Providers, such Liquidity Obligations)
intended to be satisfied shall be revived and continue in full force and effect
as if such payment had not been received.

(d) The Trustees (on behalf of themselves and the holders of Certificates),
the Liquidity Providers and the Subordination Agent expressly confirm and agree
that the payment priorities and subordination specified in Articles II and III
shall apply in all circumstances, notwithstanding (x) the fact that the
obligations owed to the Trustees are secured by certain assets and the Liquidity
Obligations may not be so secured or (y) the occurrence of an American
Bankruptcy Event or any similar event or occurrence relating to any other Person
(it being

Intercreditor Agreement (2011-2)
AA Aircraft EETC

expressly agreed that the payment priorities and subordination specified in
Articles II and III shall apply whether or not a claim for post-petition or
post-filing interest is allowed in the proceedings resulting from such American
Bankruptcy Event or other event or occurrence). The Trustees expressly agree (on
behalf of themselves and the holders of Certificates) not to assert priority
over the holders of Liquidity Obligations (except as specifically set forth in
Section 3.02) due to their status as secured creditors in any bankruptcy,
insolvency or other legal proceeding.

(e) Each of the Trustees (on behalf of themselves and the holders of
Certificates), the Liquidity Providers and the Subordination Agent may take any
of the following actions without impairing its rights under this Agreement:

(i) obtain a Lien on any property to secure any amounts owing to it
hereunder, including, in the case of the Liquidity Providers, the Liquidity
Obligations;

(ii) obtain the primary or secondary obligation of any other obligor with
respect to any amounts owing to it hereunder, including, in the case of the
Liquidity Providers, any of the Liquidity Obligations;

(iii) renew, extend, increase, alter or exchange any amounts owing to it
hereunder, including, in the case of the Liquidity Providers, any of the
Liquidity Obligations, or release or compromise any obligation of any obligor
with respect thereto;

(iv) refrain from exercising any right or remedy, or delay in exercising any
right or remedy, which it may have; or

(v) take any other action which might discharge a subordinated party or a
surety under applicable law;

provided, however, that the taking of any such actions by any of the
Trustees, the Liquidity Providers or the Subordination Agent shall not prejudice
the rights or adversely affect the obligations of any other party under this
Agreement.

Section 9.10. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED
IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE.

Section 9.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of
Immunity. (a) Each of the parties hereto, to the extent it may do so under
applicable law, for purposes hereof and of all other Operative Agreements hereby
(i) irrevocably submits itself to the non-exclusive jurisdiction of the courts
of the State of New York sitting in the City of New York and to the
non-exclusive jurisdiction of the United States District Court for the Southern
District of New York, for the purposes of any suit, action or other proceeding
arising out of this Agreement, the subject matter hereof or any of the
transactions contemplated hereby brought by any party or parties hereto or
thereto, or their successors or permitted assigns and (ii) waives, and agrees
not to assert, by way of motion, as a defense, or otherwise, in any such suit,
action or proceeding, that the suit, action or proceeding is brought in an
inconvenient forum, that the

Intercreditor Agreement (2011-2)
AA Aircraft EETC

venue of the suit, action or proceeding is improper or that this Agreement or
the subject matter hereof or any of the transactions contemplated hereby may not
be enforced in or by such courts.

(b) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including,
without limitation, contract claims, tort claims, breach of duty claims and all
other common law and statutory claims. Each of the parties warrants and
represents that it has reviewed this waiver with its legal counsel, and that it
knowingly and voluntarily waives its jury trial rights following consultation
with such legal counsel. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS
WAIVER IS IRREVOCABLE AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT.

(c) To the extent that any Liquidity Provider or any of its properties has or
may hereafter acquire any right of immunity, whether characterized as sovereign
immunity or otherwise, and whether under the United States Foreign Sovereign
Immunities Act of 1976 (or any successor legislation) or otherwise, from any
legal proceedings, whether in the United States or elsewhere, to enforce or
collect upon this Agreement, including, without limitation, immunity from suit
or service of process, immunity from jurisdiction or judgment of any court or
tribunal or execution of a judgment, or immunity of any of its property from
attachment prior to any entry of judgment, or from attachment in aid of
execution upon a judgment, each of the Class A Liquidity Provider and, upon
accession hereto, the Class B Liquidity Provider, hereby irrevocably and
expressly waives any such immunity, and agrees not to assert any such right or
claim in any such proceeding, whether in the United States or elsewhere.

Section 9.12. Non-Petition. Each Liquidity Provider covenants that
until one year and one day after the Equipment Notes have been paid in full, it
shall not acquiesce, petition or otherwise invoke or cause or join in invoking
or causing any Trust or any other Person to invoke the process of any
governmental authority for the purpose of commencing or sustaining a case
(whether voluntary or not) against such Trust under any bankruptcy, insolvency
or similar law or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of such Trust or any
substantial part of its property or ordering the winding up or liquidation of
the affairs of such Trust.

[Remainder of Page Intentionally Left Blank]

Intercreditor Agreement (2011-2)
AA Aircraft EETC

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized, as of the date
first above written.


U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee for the Class A Trust
By:	/s/ Alison D.B. Nadeau
	Name:	Alison D.B. Nadeau
	Title:	Vice President

MORGAN STANLEY BANK, N.A., as Class A Liquidity Provider
By:	/s/ Sherrese Clark
	Name:	Sherrese Clark
	Title:	Authorized Signatory

U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent
By:	/s/ Alison D.B. Nadeau
	Name:	Alison D.B. Nadeau
	Title:	Vice President

Intercreditor Agreement (2011-2)
AA Aircraft EETC

SCHEDULE A

Class B Liquidity Facility


Date	Maximum Dollar Amount
April 15, 2012	$	53,300,994
October 15, 2012		49,905,075
April 15, 2013		47,643,868
October 15, 2013		45,382,661
April 15, 2014		43,121,453
October 15, 2014		40,860,246
April 15, 2015		38,560,567
October 15, 2015		36,239,328
April 15, 2016		33,912,602
October 15, 2016		31,585,876
April 15, 2017		29,112,185
October 15, 2017		26,490,050
April 15, 2018		22,264,930
October 15, 2018		19,823,339
April 15, 2019		0

Intercreditor Agreement (2011-2)
AA Aircraft EETC

A-1

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.