Pass Through Trust Agreement – Supplement – AMR Corp.

TRUST SUPPLEMENT NO. 2011-2A

Dated as of October 4, 2011

among

AMERICAN AIRLINES, INC.,

AMR CORPORATION,

and

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Trustee,

PASS THROUGH TRUST AGREEMENT
Dated as of March 21, 2002

American Airlines Pass Through Trust 2011-2A
American Airlines Pass Through Certificates,
Series 2011-2A

Trust Supplement No. 2011-2A
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TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS		3
Section 1.01 Definitions		3

ARTICLE II DECLARATION OF TRUST		11
Section 2.01 Declaration of Trust		11
Section 2.02 Permitted Activities		11

ARTICLE III THE CERTIFICATES		11
Section 3.01 The Certificates		11
Section 3.02 Terms and Conditions		11

ARTICLE IV ISSUANCE AND TRANSFER OF THE CLASS A CERTIFICATES		13
Section 4.01 Issuance of Class A Certificates		13
Section 4.02 Legends		14
Section 4.03 Book-Entry Provisions for Global Certificates		14

ARTICLE V DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS		16
Section 5.01 Statements to Certificateholders		16

ARTICLE VI DEFAULT		18
Section 6.01 Purchase Rights of Certificateholders		18

ARTICLE VII THE TRUSTEE		20
Section 7.01 Delivery of Documents; Delivery Dates		20
Section 7.02 Withdrawal of Deposits		22
Section 7.03 The Trustee		22
Section 7.04 Representations and Warranties of the Trustee		22
Section 7.05 Trustee Liens		23

ARTICLE VIII ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS		23
Section 8.01 Amendment of Section 5.02 of the Basic Agreement		23
Section 8.02 Supplemental Agreements Without Consent of Class A Certificateholders		24
Section 8.03 Supplemental Agreements with Consent of Class A Certificateholders		25
Section 8.04 Consent of Trustees for Amendment of Section 6.01		26
Section 8.05 Amendment of Section 7.12(c) of the Basic Agreement		26
Section 8.06 Amendment of Section 8.04(a) of the Basic Agreement		26
Section 8.07 Class B Related Terms and Correlative Terms for Additional Certificates		26

ARTICLE IX MISCELLANEOUS PROVISIONS		26
Section 9.01 Final Termination Date		26
Section 9.02 Basic Agreement Ratified		26

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	Page
Section 9.03 Governing Law		27
Section 9.04 Counterparts		27
Section 9.05 Intention of Parties		27

EXHIBITS
Exhibit A : Form of Certificate
Exhibit B : DTC Letter of Representations

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TRUST SUPPLEMENT NO. 2011-2A

This TRUST SUPPLEMENT NO. 2011-2A, dated as of October 4, 2011 (as amended
from time to time, the “Trust Supplement“), among AMERICAN AIRLINES,
INC., a Delaware corporation (together with any successor in interest pursuant
to Section 5.02 of the Basic Agreement, the “Company” or
“American“), AMR CORPORATION, a Delaware corporation and parent of
American (together with any successor in interest pursuant to Section 8.01 of
this Trust Supplement, the “Parent“), and U.S. BANK TRUST NATIONAL
ASSOCIATION, a national banking association, as successor trustee (together with
any successor in interest and any successor or other trustee appointed as
provided in the Basic Agreement, the “Trustee“) under the Pass Through
Trust Agreement, dated as of March 21, 2002, between the Company and U.S. Bank
Trust National Association, as successor in interest to State Street Bank and
Trust Company of Connecticut, National Association (the “Basic
Agreement“).

W I T N E S S E T H:

WHEREAS, the Basic Agreement, which is unlimited as to the aggregate face
amount of Certificates that may be issued and authenticated thereunder, has
heretofore been executed and delivered;

WHEREAS, the Company owns the 12 Boeing aircraft described in Part One of
Schedule I to the NPA (each, a “Mortgaged Aircraft“, and collectively,
the “Mortgaged Aircraft“), which Mortgaged Aircraft are subject to
certain mortgage financings described under the heading “Existing Financing” in
Part One of Schedule I to the NPA (each such financing, a “Mortgage
Financing“);

WHEREAS, the Company owns the 27 Boeing aircraft described in Part Two of
Schedule I to the NPA (each, a “2001-2 Aircraft“, and collectively, the
“2001-2 Aircraft“, and, together with the Mortgaged Aircraft, each, an
“Encumbered Aircraft“, and collectively, the “Encumbered
Aircraft“), which 2001-2 Aircraft are subject to the enhanced equipment
trust certificate financing described under the heading “Existing Financing” in
Part Two of Schedule I to the NPA (such financing, the “2001-2 EETC“, and
together with the Mortgage Financings, each such financing, an “Existing
Financing“, and collectively, the “Existing Financings“);

WHEREAS, the Company owns the four Boeing aircraft described in Part Three of
Schedule I to the NPA (each, an “Unencumbered Aircraft” and,
collectively, the “Unencumbered Aircraft“, and together with the
Encumbered Aircraft, each, an “Aircraft“, and collectively, the
“Aircraft“), and such Unencumbered Aircraft are not subject to
financings;

WHEREAS, pursuant to each Indenture, American will issue on a recourse basis
one or more (but not more than three) series of Equipment Notes secured by the
related Aircraft;

WHEREAS, the Trustee shall hereby declare the creation of the Class A Trust
(as defined below) for the benefit of Holders of the Class A Certificates (as
defined below) to be issued in respect of such Class A Trust, and the initial
Holders of the Class A Certificates, as grantors of such Class A Trust, by their
respective acceptances of the Class A Certificates, shall join in the creation
of the Class A Trust with the Trustee;

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WHEREAS, all Certificates to be issued by the Class A Trust will evidence
Fractional Undivided Interests in the Class A Trust and will have no rights,
benefits or interests in respect of any other separate Trust or the property
held therein;

WHEREAS, the Escrow Agent and the Underwriters have contemporaneously
herewith entered into an Escrow Agreement with the Escrow Paying Agent pursuant
to which the Underwriters will deliver to the Escrow Agent the proceeds from the
sale of the Class A Certificates, and have irrevocably instructed the Escrow
Agent to withdraw and pay funds from such proceeds upon request and proper
certification by the Trustee to purchase Series A Equipment Notes pursuant to
the NPA and the applicable Participation Agreements from time to time prior to
the Delivery Period Termination Date;

WHEREAS, the Escrow Agent on behalf of the Class A Certificateholders has
contemporaneously herewith entered into a Deposit Agreement with the Depositary
under which the Deposits referred to herein will be made and from which Deposits
it will withdraw funds to allow the Trustee to purchase Series A Equipment Notes
from time to time prior to the Delivery Period Termination Date;

WHEREAS, pursuant to the terms and conditions of the Basic Agreement, as
supplemented by this Trust Supplement, the NPA and the Participation Agreements,
the Trustee on behalf of the Class A Trust shall from time to time purchase the
Series A Equipment Notes issued by the Company pursuant to the Indentures having
identical interest rate as, and final maturity dates not later than the final
Regular Distribution Date of, the Class A Certificates issued hereunder and
shall hold such Series A Equipment Notes in trust for the benefit of the Class A
Certificateholders;

WHEREAS, pursuant to the terms and conditions of the Intercreditor Agreement
referred to in Section 3.02(i) hereof, the Trustee and the other parties thereto
will agree to the terms of subordination set forth therein;

WHEREAS, all of the conditions and requirements necessary to make this Trust
Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized;

WHEREAS, the Basic Agreement, as supplemented by this Trust Supplement, is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions;

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:

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ARTICLE I

DEFINITIONS

Section 1.01 Definitions. Unless otherwise specified herein or the
context otherwise requires, capitalized terms used but not defined herein,
including in the recitals hereto, shall have the respective meanings set forth,
and shall be construed and interpreted in the manner described, in the Basic
Agreement. As used herein, the term “Agreement” shall mean the Basic Agreement,
as supplemented by this Trust Supplement. For all purposes of the Basic
Agreement as supplemented by this Trust Supplement, the following capitalized
terms have the following meanings (any term used herein which is defined in both
this Trust Supplement and the Basic Agreement shall have the meaning assigned
thereto in this Trust Supplement for purposes of the Basic Agreement as
supplemented by this Trust Supplement).

2001-2 Aircraft: Has the meaning specified in the recitals to this
Trust Supplement.

2001-2 EETC: Has the meaning specified in the recitals to this Trust
Supplement.

Account: Has the meaning ascribed thereto in the Deposit Agreement.

Additional Certificates: Has the meaning specified in the
Intercreditor Agreement.

Additional Certificateholder: Has the meaning specified in the
Intercreditor Agreement.

Additional Equipment Notes: Has the meaning specified in the
Intercreditor Agreement.

Additional Trust: Has the meaning specified in the Intercreditor
Agreement.

Additional Trust Agreement: Has the meaning specified in the
Intercreditor Agreement.

Affiliate: Has the meaning specified in the Intercreditor Agreement.

Agreement: Has the meaning specified in the first paragraph of Section
1.01 of this Trust Supplement.

Aircraft: Means the “Aircraft” specified in the recitals to this Trust
Supplement and any Replacement Aircraft (as defined in the applicable Indenture)
in replacement thereof in accordance with the applicable Indenture.

American: Has the meaning specified in the preamble to this Trust
Supplement.

Applicable Funding Date: Has the meaning specified in Section 7.01(b)
of this Trust Supplement.

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Applicable Notice of Purchase Withdrawal: Has the meaning specified in
the Escrow Agreement.

Applicable Participation Agreement: Has the meaning specified in
Section 7.01(b) of this Trust Supplement.

Basic Agreement: Has the meaning specified in the preamble to this
Trust Supplement.

Business Day: Has the meaning specified in the Intercreditor
Agreement.

Certificate: Means a Class A Certificate or, if issued, a Class B
Certificate, as applicable.

Certificate Buy-Out Event: Has the meaning specified in the
Intercreditor Agreement.

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.

Class: Has the meaning specified in the Intercreditor Agreement.

Class A Certificateholder: Means, at any time, any Certificateholder
of one or more Class A Certificates.

Class A Certificates: Has the meaning specified in Section 3.01 of
this Trust Supplement.

Class A Liquidity Facility: Has the meaning specified in the
Intercreditor Agreement.

Class A Liquidity Provider: Has the meaning specified in the
Intercreditor Agreement.

Class A Trust: Has the meaning specified in Section 2.01 of this Trust
Supplement.

Class B Certificateholder: Has the meaning specified in the
Intercreditor Agreement.

Class B Certificates: Has the meaning specified in the Intercreditor
Agreement.

Class B Related Terms: Has the meaning specified in the Intercreditor
Agreement.

Class B Trust: Has the meaning specified in the Intercreditor
Agreement.

Class B Trust Agreement: Has the meaning specified in the
Intercreditor Agreement.

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Class B Trustee: Has the meaning specified in the Intercreditor
Agreement.

Code: Means the Internal Revenue Code of 1986, as amended.

Company: Has the meaning specified in the preamble to this Trust
Supplement.

Corporate Trust Office: Has the meaning specified in the Intercreditor
Agreement.

Cut-off Date: Has the meaning specified in Section 3.02(b) of this
Trust Supplement.

Definitive Certificates: Has the meaning specified in Section 4.01(e)
of this Trust Supplement.

Delivery Period Termination Date: Has the meaning specified in the
NPA.

Deposit Agreement: Means, subject to Section 5 of the NPA, the Deposit
Agreement (Class A), dated as of the date hereof, relating to the Class A
Certificates between the Depositary and the Escrow Agent, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
its terms.

Depositary: Means, subject to Section 5 of the NPA, The Bank of New
York Mellon, a New York banking corporation.

Deposits: Has the meaning specified in the Deposit Agreement.

Distribution Date: Means a Regular Distribution Date or a Special
Distribution Date.

DTC: Has the meaning specified in Section 3.02(f) of this Trust
Supplement.

DTC Participants: Has the meaning specified in Section 4.01(b) of this
Trust Supplement.

Encumbered Aircraft: Has the meaning specified in the recitals to this
Trust Supplement.

Equipment Notes: Has the meaning specified in the Intercreditor
Agreement.

ERISA: Means the Employee Retirement Income Security Act of 1974, as
amended.

Escrow Agent: Means, initially, U.S. Bank National Association, a
national banking association, and any replacement or successor therefor
appointed in accordance with the Escrow Agreement.

Escrow Agreement: Means the Escrow and Paying Agent Agreement (Class
A), dated as of the date hereof, relating to the Class A Certificates, among the
Escrow Agent,

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the Escrow Paying Agent, the Trustee and the Underwriters, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
its terms.

Escrow Paying Agent: Means the “Paying Agent” as defined in the Escrow
Agreement.

Escrow Period Termination Date: Has the meaning specified in Section
5.01(c)(i) of this Trust Supplement.

Escrow Receipt: Means a receipt substantially in the form annexed to
the Escrow Agreement representing a fractional undivided interest in the funds
held in escrow thereunder.

Event of Default: With respect to any Indenture, has the meaning
specified in Section 4.01 of such Indenture.

Event of Loss Withdrawal: Has the meaning specified in the Escrow
Agreement.

Existing Financing: Has the meaning specified in the recitals to this
Trust Supplement.

Final Withdrawal: Has the meaning specified in the Escrow Agreement.

Final Withdrawal Date: Has the meaning specified in the Escrow
Agreement.

Fractional Undivided Interests: Has the meaning specified in the
Intercreditor Agreement.

Funding Date: Has the meaning specified in the NPA.

Funding Notice: Has the meaning specified in the NPA.

Global Certificate: Has the meaning specified in Section 4.01(b) of
this Trust Supplement.

Holder: Means a Certificateholder.

Indenture: Has the meaning specified in the Intercreditor Agreement.

Indirect Participants: Has the meaning specified in Section 4.01(b) of
this Trust Supplement.

Intercreditor Agreement: Has the meaning specified in Section 3.02(i)
of this Trust Supplement.

Issuance Date: Has the meaning specified in Section 7.01(a) of this
Trust Supplement.

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Liquidity Provider: Has the meaning specified in the Intercreditor
Agreement.

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.

Mortgage Financing: Has the meaning specified in the recitals to this
Trust Supplement.

Mortgaged Aircraft: Has the meaning specified in the recitals to this
Trust Supplement.

Note Documents: Means, collectively, the Participation Agreements, the
Indentures, each Indenture Supplement (as defined in any Indenture), each
Manufacturer’s Consent (as defined in any Indenture), the Equipment Notes and
the Parent Guarantee.

Notice of Purchase Withdrawal: Has the meaning specified in the
Deposit Agreement.

NPA: Means the Note Purchase Agreement, dated as of the date hereof,
among the Trustee, the Company, the Escrow Agent, the Escrow Paying Agent and
the Subordination Agent, providing for, among other things, the purchase of
Series A Equipment Notes by the Trustee on behalf of the Class A Trust, as the
same may be amended, supplemented or otherwise modified from time to time, in
accordance with its terms.

Officer’s Certificate: Means a certificate signed, (a) in the case of
the Company or the Parent, by the Chairman or Vice Chairman of the Board of
Directors, the President, any Executive Vice President, any Senior Vice
President, any Vice President or the Treasurer of the Company or the Parent, as
the case may be, or (b) in the case of the Trustee or the Loan Trustee, a
Responsible Officer of the Trustee or such Loan Trustee, as the case may be.

Operative Agreements: Has the meaning specified in the Intercreditor
Agreement.

Other Agreements: Means (i) the Class B Trust Agreement, if any, (ii)
the Additional Trust Agreement, if any, and (iii) the Basic Agreement as
supplemented by a Trust Supplement (as defined in the Basic Agreement) relating
to any Refinancing Trust.

Other Trustees: Means the trustees under the Other Agreements, if any,
and any successor or other trustee appointed as provided therein.

Other Trusts: Means the Class B Trust, if any, any Additional Trust,
or any Refinancing Trust or Trusts, if any, in each case created by the
applicable Other Agreement.

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Parent: Has the meaning specified in the preamble to this Trust
Supplement.

Parent Guarantee: Means the Guarantee, dated as of the date hereof,
from the Parent to U.S. Bank National Trust National Association, in its
individual capacity and as 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: Has the meaning specified in the
Intercreditor Agreement.

Paying Agent: Means, with respect to the Class A Certificates, the
paying agent maintained and appointed for such Class A Certificates pursuant to
Section 7.12 of the Basic Agreement.

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.

Plan: Means a retirement plan or other employee benefit plan or
arrangement, including for this purpose an individual retirement account,
annuity or Keogh plan, that is subject to Title I of ERISA or Section 4975 of
the Code, or such a plan or arrangement which is a foreign, church or
governmental plan or arrangement exempt from Title I of ERISA and Section 4975
of the Code but subject to a Similar Law.

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

Pool Factor: Means, as of any Distribution Date, the quotient (rounded
to the seventh decimal place) computed by dividing (i) the Pool Balance by (ii)
the original aggregate face amount of the Class A Certificates. The Pool Factor
as of any Distribution Date shall be computed after giving effect to any
distribution with respect to unused Deposits, payment of principal, if any, of
the Series A Equipment Notes or payment with respect to other Trust Property and
the distribution thereof to be made on that date.

Premium: Has the meaning specified in the Intercreditor Agreement.

Prospectus Supplement: Means the final Prospectus Supplement, dated
September 27, 2011, relating to the offering of the Class A Certificates.

Rating Agencies: Has the meaning specified in the Intercreditor
Agreement.

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Refinancing Certificate: Has the meaning specified in the
Intercreditor Agreement.

Refinancing Certificateholder: Has the meaning specified in the
Intercreditor Agreement.

Refinancing Equipment Notes: Has the meaning specified in the
Intercreditor Agreement.

Refinancing Trust: Has the meaning specified in the Intercreditor
Agreement.

Refinancing Trust Agreement: Has the meaning specified in the
Intercreditor Agreement.

Regular Distribution Date: Has the meaning specified in Section
3.02(c) of this Trust Supplement.

Replacement Depositary: Has the meaning specified in the NPA.

Replacement Depositary Agreement: Has the meaning specified in the
NPA.

Replacement Liquidity Facility: Has the meaning specified in the
Intercreditor Agreement.

Replacement Liquidity Provider: Has the meaning specified in the
Intercreditor Agreement.

Responsible Officer: Has the meaning specified in the Intercreditor
Agreement.

Scheduled Payment: Has the meaning specified in the Intercreditor
Agreement.

Securities Act: Means the Securities Act of 1933, as amended.

Series A Equipment Notes: Has the meaning specified in the
Intercreditor Agreement.

Similar Law: Means a foreign, federal, state, or local law which is
substantially similar to the provisions of Title I of ERISA or Section 4975 of
the Code.

Special Distribution Date: Means, with respect to the Class A
Certificates, each date on which a Special Payment is to be distributed as
specified in this Agreement.

Special Payment: Means any payment (other than a Scheduled Payment) in
respect of, or any proceeds of, any Equipment Note or the Collateral (as defined
in any Indenture).

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Special Payments Account: Means, with respect to the Class A
Certificates, the account or accounts created and maintained for such series
pursuant to Section 4.01(b) of the Basic Agreement (as modified by Section
7.01(c) of this Trust Supplement) and this Trust Supplement.

Subordination Agent: Has the meaning specified in the Intercreditor
Agreement.

Triggering Event: Has the meaning specified in the Intercreditor
Agreement.

Trust: Means the Class A Trust or the Class B Trust, if any, as
applicable.

Trustee: Has the meaning specified in the preamble to this Trust
Supplement.

Trust Indenture Act: Means the Trust Indenture Act of 1939, as
amended.

Trust Property: Means (i) subject to the Intercreditor Agreement, the
Series A Equipment Notes held as the property of the Class A Trust, the Parent
Guarantee with respect to such Equipment Notes, all monies at any time paid
thereon and all monies due and to become due thereunder, (ii) funds from time to
time deposited in the Certificate Account and the Special Payments Account and,
subject to the Intercreditor Agreement, any proceeds from the sale by the
Trustee pursuant to Article VI of the Basic Agreement of any Equipment Notes and
(iii) all rights of the Class A Trust and the Trustee, on behalf of the Class A
Trust, under the Intercreditor Agreement, the Escrow Agreement, the NPA and the
Class A Liquidity Facility, including, without limitation, all rights to receive
certain payments thereunder, and all monies paid to the Trustee on behalf of the
Class A Trust pursuant to the Intercreditor Agreement or the Class A Liquidity
Facility, provided, that rights with respect to the Deposits or under the
Escrow Agreement, except for the right to direct withdrawals for the purchase of
Series A Equipment Notes to be held herein, will not constitute Trust Property.

Trust Supplement: Has the meaning specified in the preamble hereto.

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, the Parent and the Company, as the
same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.

Unencumbered Aircraft: Has the meaning specified in the recitals to
this Trust Supplement.

Withdrawal Certificate: Has the meaning specified in the Escrow
Agreement.

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ARTICLE II

DECLARATION OF TRUST

Section 2.01 Declaration of Trust. The Trustee hereby declares the
creation of a Trust, designated the “American Airlines Pass Through Trust
2011-2A” (the “Class A Trust“), for the benefit of the Holders of the
Class A Certificates to be issued in respect of such Class A Trust, and the
initial Holders of the Class A Certificates, as grantors of such Class A Trust,
by their respective acceptances of the Class A Certificates, join in the
creation of such Class A Trust with the Trustee. The Trustee, by the execution
and delivery of this Trust Supplement, acknowledges its acceptance of all right,
title and interest in and to the Trust Property to be acquired pursuant to
Section 7.01(b) of this Trust Supplement, the NPA and the Participation
Agreements and the Trustee will hold such right, title and interest for the
benefit of all present and future Holders of the Class A Certificates, upon the
trusts set forth in the Basic Agreement and this Trust Supplement. The
provisions of this Section 2.01 supersede and replace the provisions of Sections
2.03 of the Basic Agreement, with respect to the Class A Trust.

Section 2.02 Permitted Activities. The Class A Trust may only engage
in the transactions contemplated by the Operative Agreements, subject to Section
9.05 of this Trust Supplement.

ARTICLE III

THE CERTIFICATES

Section 3.01 The Certificates. There is hereby created a series of
Certificates to be issued under this Agreement designated as “American Airlines
Pass Through Certificates, Series 2011-2A” (the “Class A Certificates“).
Each Class A Certificate represents a Fractional Undivided Interest in the Class
A Trust created hereby. The Class A Certificates shall be the only instruments
evidencing a Fractional Undivided Interest in the Class A Trust. The Class A
Certificates do not represent indebtedness of the Class A Trust, and references
herein to interest accruing on the Class A Certificates are included for
purposes of computation only.

Section 3.02 Terms and Conditions. The terms and conditions applicable
to the Class A Certificates and the Class A Trust are as follows:

(a) The aggregate face amount of the Class A Certificates that may be
authenticated and delivered under this Agreement (except for Class A
Certificates authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Class A Certificates pursuant to Sections
3.03, 3.04, 3.05 and 3.06 of the Basic Agreement and Section 4.03 of this Trust
Supplement) is $725,694,000.

(b) The Cut-off Date is the earlier of (i) the day after the Delivery Period
Termination Date, and (ii) the date on which a Triggering Event occurs.

(c) The distribution dates with respect to any payment of Scheduled Payments
(each such distribution date, a “Regular Distribution Date“) shall be
each April 15 and each October 15, commencing on April 15, 2012, until payment
of all of the Scheduled Payments to

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be made under the Equipment Notes has been made; 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.

(d) The Special Distribution Date with respect to the Class A Certificates
means any Business Day on which a Special Payment is to be distributed pursuant
to this Agreement.

(e) At the Escrow Agent’s request under the Escrow Agreement, the Trustee
shall affix the corresponding Escrow Receipt to each Class A Certificate. In any
event, any transfer or exchange of any Class A Certificate shall also effect a
transfer or exchange of the related Escrow Receipt. Prior to the Final
Withdrawal Date, no transfer or exchange of any Class A Certificate shall be
permitted unless the corresponding Escrow Receipt is attached thereto and also
is so transferred or exchanged. By acceptance of any Class A Certificate to
which an Escrow Receipt is attached, each holder of such a Class A Certificate
acknowledges and accepts the restrictions on transfer of the Escrow Receipt as
set forth herein, in such Escrow Receipt, and in the Escrow Agreement.

(f) The Class A Certificates shall be in the form attached hereto as Exhibit
A, shall be Book-Entry Certificates (subject to Section 3.05(d) of the Basic
Agreement and Section 4.03 of this Trust Supplement), and shall be subject to
the conditions set forth in the Letter of Representations between the Class A
Trust and The Depository Trust Company and any successor agency thereto
(“DTC“), as initial Clearing Agency, attached hereto as Exhibit B.

(g) The proceeds of the offering of Class A Certificates issued by the Class
A Trust and related Escrow Receipts shall be deposited in the Accounts and shall
be used in accordance with the Escrow Agreement, the Deposit Agreement and the
NPA to acquire from time to time the Series A Equipment Notes described in
Schedule III to the NPA that relate to the Aircraft and to the Note Documents
described in Schedule III to the NPA.

(h) Any Person acquiring or accepting a Class A Certificate or an interest
therein will, by such acquisition or acceptance, be deemed to represent and
warrant to the Company, the Loan Trustees and the Trustee that either (i) no
assets of a Plan or any trust established with respect to a Plan have been used
to purchase Class A Certificates or an interest therein or (ii) the purchase and
holding of Class A Certificates or interests therein by such Person is exempt
from the prohibited transaction restrictions of ERISA and the Code or materially
similar provisions of Similar Law pursuant to one or more prohibited transaction
statutory or administrative exemptions.

(i) The Class A Certificates will be subject to the following Intercreditor
Agreement (and to the extent the terms thereof (including the definitions of
defined terms) are inconsistent with the terms of this Agreement, such
Intercreditor Agreement shall control): that certain Intercreditor Agreement,
dated as of the date hereof, among U.S. Bank Trust National Association, as
Trustee, Morgan Stanley Bank, N.A., as Class A Liquidity Provider, and U.S. Bank
Trust National Association, as Subordination Agent thereunder (as may be
amended, supplemented or otherwise modified from time to time in accordance with
its terms, the “Intercreditor Agreement“). Upon the occurrence of a
Certificate Buy-Out Event, the holders of the Class B Certificates (if any) or
Additional Certificates (if any) shall have the rights set forth

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in Article VI hereof. The Trustee and, by acceptance of any Class A
Certificate, each Certificateholder thereof, agrees to be bound by all of the
provisions of the Intercreditor Agreement, including the subordination
provisions of Section 9.09 thereof.

(j) The Class A Certificates have the benefit of the Deposit Agreement and
the Escrow Agreement.

(k) The Class A Certificates will have the benefit of the following liquidity
facility: that certain Revolving Credit Agreement (2011-2A), dated as of the
date hereof, between U.S. Bank Trust National Association, as Subordination
Agent under the Intercreditor Agreement, as agent and trustee for the Class A
Trust, and the Class A Liquidity Provider.

(l) The Responsible Party is the Company.

(m) The Parent will guarantee the payment obligations of the Company under
each Series A Equipment Notes to be acquired by the Class A Trust pursuant to
the Parent Guarantee. The Parent shall be an “obligor” as such term is defined
in and solely for purposes of the Trust Indenture Act and shall be required to
comply with those provisions of this Agreement compliance with which is required
by an “obligor” under the Trust Indenture Act.

(n) The Company, the Parent, any other obligor upon the Class A Certificates,
and any Affiliate of any thereof may acquire, tender for, purchase, own, hold,
become the pledgee of and otherwise deal with any Class A Certificate.

ARTICLE IV

ISSUANCE AND TRANSFER OF THE CLASS A
CERTIFICATES

Section 4.01 Issuance of Class A Certificates. (a) The Class A
Certificates will be issued in minimum denominations of $2,000 (or such other
denomination that is the lowest integral multiple of $1,000 that is, at the time
of issuance, equal to at least 1,000 euros) and integral multiples of $1,000 in
excess thereof, except that one Certificate may be issued in a different
denomination. Each Class A Certificate shall be dated the date of its
authentication.

(b) The Class A Certificates shall be issued initially in the form of one or
more global Certificates in definitive, fully registered form without interest
coupons, substantially in the form of Exhibit A hereto (each, a “Global
Certificate“), duly executed and authenticated by the Trustee as hereinafter
provided. Each Global Certificate will be registered in the name of a nominee
for DTC for credit to the account of members of, or participants in, DTC
(“DTC Participants“) or to the account of indirect participants that
clear through or maintain a custodial relationship with a DTC Participant,
either directly or indirectly (“Indirect Participants“), and will be
deposited with the Trustee, as custodian for DTC. The aggregate principal amount
of a Global Certificate may from time to time be decreased by adjustments made
on the records of DTC or its nominee, or of the Trustee, as custodian for DTC or
its nominee, as hereinafter provided.

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(d) [Reserved]

(e) Certificated Certificates in registered form shall be issued in
substantially the form set forth as Exhibit A hereto (the “Definitive
Certificates“) and shall be in fully registered form and shall be typed,
printed, lithographed or engraved or produced by any combination of these
methods or may be produced in any other manner, all as determined by the
officers executing such Definitive Certificates, as evidenced by their execution
of such Definitive Certificates.

Section 4.02 Legends. (a) Each Global Certificate shall bear the
following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC“), TO THE TRUSTEE
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

(b) Each Class A Certificate shall bear the following legend on the face
thereof:

BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) NO ASSETS OF
A PLAN OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO ACQUIRE
THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS
CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON ARE EXEMPT FROM THE PROHIBITED
TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR MATERIALLY SIMILAR PROVISIONS
OF SIMILAR LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR
ADMINISTRATIVE EXEMPTIONS. CERTAIN TERMS USED IN THIS PARAGRAPH SHALL HAVE THE
MEANINGS SPECIFIED IN THE AGREEMENT.

Section 4.03 Book-Entry Provisions for Global Certificates. (a) DTC
Participants shall have no rights under this Agreement with respect to any
Global Certificate held on their behalf by DTC, or the Trustee as its custodian,
and DTC may be treated by the Trustee and any agent of the Trustee as the
absolute owner of such Global Certificate for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any
agent of the Trustee from giving effect to any written certification, proxy or
other authorization furnished by DTC or shall impair, as between DTC and its DTC
Participants, the operation of

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customary practices governing the exercise of the rights of a holder of any
Class A Certificate. Upon the issuance of any Global Certificate, the Registrar
or its duly appointed agent shall record a nominee of DTC as the registered
holder of such Global Certificate.

(b) Transfers of any Global Certificate shall be limited to transfers of such
Global Certificate in whole, but not in part, to nominees of DTC, its successor
or such successor’s nominees. Beneficial interests in Global Certificates may be
transferred in accordance with the rules and procedures of DTC and the
provisions of Section 4.02 of this Trust Supplement. Beneficial interests in
Global Certificates shall be delivered to all beneficial owners thereof in the
form of Definitive Certificates, if (i) DTC notifies the Trustee in writing that
it is no longer willing or able to discharge properly its responsibilities as
depositary for the Global Certificates, and a successor depositary is not
appointed by the Trustee within 90 days of such notice, (ii) the Company, at its
option, advises the Trustee in writing that it elects to terminate the
book-entry system through DTC or (iii) after the occurrence and during the
continuance of an Event of Default, Class A Certificateholders with Fractional
Undivided Interests aggregating not less than a majority in interest in the
Class A Trust advise the Trustee, the Company and DTC through DTC Participants
in writing that the continuation of a book-entry system through DTC (or a
successor thereto) is no longer in the Class A Certificateholders’ best
interests. Neither the Company nor the Trustee shall be liable if the Company or
the Trustee is unable to locate a qualified successor clearing system.

(d) In connection with the transfer of the entire amount of a Global
Certificate to the beneficial owners thereof pursuant to paragraph (b) of this
Section 4.03, such Global Certificate shall be deemed to be surrendered to the
Trustee for cancellation, and the Trustee shall execute, authenticate and
deliver to each beneficial owner, in exchange for the beneficial interest
thereof in such Global Certificate, an equal aggregate principal amount of
Definitive Certificates of authorized denominations, in each case as such
beneficial owner and related aggregate principal amount shall have been
identified and otherwise set forth (together with such other information as may
be required for the registration of such Definitive Certificates) in
registration instructions that shall have been delivered by or on behalf of DTC
to the Trustee. None of the Company, the Registrar, the Paying Agent nor the
Trustee shall be liable for any delay in delivery of such registration
instructions and each such Person may conclusively rely on, and shall be
protected in relying on, such registration instructions. Upon the issuance of
any Definitive Certificate, the Trustee shall recognize the Person in whose name
such Definitive Certificate is registered in the Register as a Certificateholder
hereunder.

(e) The registered Holder of a Global Certificate may grant proxies and
otherwise authorize any Person, including DTC Participants and Persons that may
hold interests through DTC Participants, to take any action which a Holder is
entitled to take under this Agreement or the Class A Certificates.

(f) Neither the Company, nor the Trustee, nor the Registrar, nor the Paying
Agent shall have any responsibility or liability for: (i) any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the Global Certificates, (ii) maintaining, supervising or reviewing
any records relating to such beneficial ownership interests or (iii) the

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performance by DTC, any DTC Participant or any Indirect Participant of their
respective obligations under the rules, regulations and procedures creating and
affecting DTC and its operation or any other statutory, regulatory, contractual
or customary procedures governing their obligations.

ARTICLE V

DISTRIBUTION; STATEMENTS TO
CERTIFICATEHOLDERS

Section 5.01 Statements to Certificateholders. (a) On each Regular
Distribution Date and Special Distribution Date, the Trustee will include with
each distribution to the Class A Certificateholders a statement, giving effect
to the distribution to be made on such Regular Distribution Date or Special
Distribution Date, setting forth the following information (per $1,000 aggregate
face amount of Class A Certificates as to (ii), (iii), (iv) and (v) below):

(i) the aggregate amount of funds distributed on such Distribution Date under
this Agreement and the Escrow Agreement, indicating the amount, if any,
allocable to each source (including any portion thereof paid by the Class A
Liquidity Provider);

(ii) the amount of such distribution under this Agreement allocable to
principal and the amount allocable to Premium (if any);

(iii) the amount of such distribution under this Agreement allocable to
interest (including any portion thereof paid by the Class A Liquidity Provider);

(iv) the amount of such distribution under the Escrow Agreement allocable to
interest, if any;

(v) the amount of such distribution under the Escrow Agreement allocable to
unused Deposits, if any; and

(vi) the Pool Balance and the Pool Factor.

With respect to the Class A Certificates registered in the name of DTC or its
nominee, on the Record Date prior to each Regular Distribution Date and Special
Distribution Date, the Trustee will request that such Clearing Agency post on
its Internet bulletin board a securities position listing setting forth the
names of all the DTC Participants reflected on DTC’s books as holding interests
in the Class A Certificates on such Record Date. On each Regular Distribution
Date and Special Distribution Date, the Trustee will mail to each such DTC
Participant whose name has been provided by DTC the statement described above
and will make available additional copies as requested by such DTC Participants
for forwarding to holders of interests in the Class A Certificates.

(b) Within a reasonable period of time after the end of each calendar year
but not later than the latest date permitted by law, the Trustee shall furnish
to each Person who at any time during such calendar year was a Class A
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v)
above for such calendar year or, in the event such Person was a Class A
Certificateholder of

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record during a portion of such calendar year, for the applicable portion of
such year, and such other items as are readily available to the Trustee and
which a Class A Certificateholder may reasonably request as necessary for the
purpose of such Certificateholder’s preparation of its United States federal
income tax returns or foreign income tax returns. With respect to Class A
Certificates registered in the name of DTC or its nominee, such statement and
such other items shall be prepared on the basis of information supplied to the
Trustee by the DTC Participants and shall be delivered by the Trustee to such
DTC Participants to be available for forwarding by such DTC Participants to the
holders of interests in the Class A Certificates.

(i) the Delivery Period Termination Date, or, if later, the date of any Final
Withdrawal (the later of such dates, the “Escrow Period Termination
Date“), if there has been, on or prior to the Escrow Period Termination
Date, (A) any change in the information set forth in clauses (y) and (z) below
from that set forth in page S-47 of the Prospectus Supplement, or (B) any early
redemption or purchase of, or any default in the payment of principal or
interest in respect of, any of the Series A Equipment Notes held in the Class A
Trust, any Event of Loss Withdrawal or any Final Withdrawal, and

(ii) the date of any early redemption or purchase of, or any default in the
payment of principal or interest in respect of, any of the Series A Equipment
Notes held in the Class A Trust, in either case described in this clause (ii),
occurring after the Escrow Period Termination Date,

the Trustee shall furnish to Class A Certificateholders of record on such
date a statement setting forth (x) the expected Pool Balances for each
subsequent Regular Distribution Date following the Delivery Period Termination
Date, (y) the related Pool Factors for such Regular Distribution Dates and (z)
the expected principal distribution schedule of the Series A Equipment Notes, in
the aggregate, held as Trust Property at the date of such notice. With respect
to the Class A Certificates registered in the name of DTC, on the Delivery
Period Termination Date, the Trustee will request from DTC a securities position
listing setting forth the names of all DTC Participants reflected on DTC’s books
as holding interests in the Class A Certificates on such date. The Trustee will
mail to each such DTC Participant the statement described above and will make
available additional copies as requested by such DTC Participant for forwarding
to holders of interests in the Class A Certificates.

(d) If the aggregate principal payments scheduled for a Regular Distribution
Date prior to the Delivery Period Termination Date differ from the amounts
thereof set forth for the Class A Certificates on page S-47 of the Prospectus
Supplement, by no later than the 15th day prior to such Regular Distribution
Date, the Trustee shall mail written notice of the actual amount of such
scheduled payments to the Class A Certificateholders of record as of a date
within 15 Business Days prior to the date of mailing.

(e) The provisions of this Section 5.01 supersede and replace the provisions
of Section 4.03 of the Basic Agreement in their entirety with respect to the
Class A Trust.

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ARTICLE VI

DEFAULT

Section 6.01 Purchase Rights of Certificateholders. (a) By acceptance
of its Class A Certificate, each Class A Certificateholder agrees that at any
time after the occurrence and during the continuation of a Certificate Buy-Out
Event:

(i) if the Class B Certificates are issued by the Class B Trust and so long
as no Additional Certificateholder has elected to exercise its rights to
purchase Certificates pursuant to, and given notice of such election in
accordance with, this Section 6.01 (upon such election and notification thereof,
the right specified in this Section 6.01(a)(i) shall be suspended and (x) upon
consummation of the purchase pursuant to such election, be terminated with
respect to such Certificate Buy-Out Event, or (y) upon failure to consummate
such purchase on the proposed purchase date, such right shall be revived), each
Class B Certificateholder (other than the Company or any of its Affiliates)
shall have the right to purchase all, but not less than all, of the Class A
Certificates upon ten days’ prior written irrevocable notice to the Trustee, the
Class B Trustee and each other Class B Certificateholder, on the third Business
Day following the expiration of such ten- day notice period, provided,
that (A) if prior to the end of such ten -day period any other Class B
Certificateholder(s) (other than the Company or any of its Affiliates) notifies
such purchasing Class B Certificateholder that such other Class B
Certificateholder(s) want(s) to participate in such purchase, then such other
Class B Certificateholder(s) (other than the Company or any of its Affiliates)
may join with the purchasing Class B Certificateholder to purchase all, but not
less than all, of the Class A Certificates pro rata based on the Fractional
Undivided Interest in the Class B Trust held by each such Class B
Certificateholder and (B) upon consummation of such purchase no Class B
Certificateholder shall have a right to purchase the Class A Certificates
pursuant to this Section 6.01(a)(i) during the continuance of such Certificate
Buy-Out Event;

(ii) if any Additional Certificates are issued by an Additional Trust, each
Additional Certificateholder (other than the Company or any of its Affiliates)
shall have the right (which shall not expire upon any purchase of the Class A
Certificates pursuant to clause (i) above) to purchase all, but not less than
all, of the Class A Certificates and the Class B Certificates (if any) upon ten
days’ prior written irrevocable notice to the Trustee, the Class B Trustee and
each other Additional Certificateholder, on the third Business Day following the
expiration of such ten- day notice period, provided that (A) if prior to
the end of such ten- day period any other Additional Certificateholder(s) (other
than the Company or any of its Affiliates) notifies such purchasing Additional
Certificateholder that such other Additional Certificateholder(s) want(s) to
participate in such purchase, then such other Additional Certificateholder(s)
(other than the Company or any of its Affiliates) may join with the purchasing
Additional Certificateholder to purchase all, but not less than all, of the
Class A Certificates and the Class B Certificates (if any) pro rata based on the
Fractional Undivided Interest in the Additional Trust held by each such
Additional Certificateholder and (B) upon consummation of such purchase no
Additional Certificateholder shall have a right to purchase the Class A
Certificates and

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the Class B Certificates (if any) pursuant to this Section 6.01(a)(ii) during
the continuance of such Certificate Buy-Out Event; and

(iii) if any Refinancing Certificates are issued, each Refinancing
Certificateholder shall have the same right (subject to the same terms and
conditions) to purchase Certificates pursuant to this Section 6.01(a) (and to
receive notice in connection therewith) as the Holders of the Class that such
Refinancing Certificates refinanced.

The purchase price with respect to the Class A Certificates shall be equal to
the Pool Balance of the Class A Certificates, together with accrued and unpaid
interest in respect thereof to the date of such purchase, and any other amounts
then due and payable to the Class A Certificateholders under this Agreement, the
Intercreditor Agreement, the Escrow Agreement, any Series A Equipment Note held
as the property of the Class A Trust or the related Indenture and Participation
Agreement or on or in respect of the Class A Certificates but without any
Premium, provided, however, that if such purchase occurs after (x)
a record date specified in Section 2.03 of the Escrow Agreement relating to the
distribution of unused Deposits and/or accrued and unpaid interest on Deposits
and prior to or on the related distribution date under the Escrow Agreement,
such purchase price shall be reduced by the aggregate amount of unused Deposits
and/or interest to be distributed under the Escrow Agreement (which deducted
amounts shall remain distributable to, and may be retained by, the Class A
Certificateholders as of such record date) or (y) the Record Date relating to
any Distribution Date, such purchase price shall be reduced by the amount to be
distributed hereunder on such related Distribution Date (which deducted amounts
shall remain distributable to, and may be retained by, the Class A
Certificateholders as of such Record Date); provided, further,
that no such purchase of Class A Certificates pursuant to this Section 6.01(a)
shall be effective unless the purchaser(s) shall certify to the Trustee that
contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant
to the terms of this Agreement, the Class B Trust Agreement (if any), the
Additional Trust Agreement (if any) or the applicable Refinancing Trust
Agreement (as the case may be), and the Intercreditor Agreement, all of the
Class A Certificates, the Class B Certificates (if any) and, if applicable, the
Refinancing Certificates that are senior to the securities held by such
purchaser(s). Each payment of the purchase price of the Class A Certificates
referred to in the first sentence of this paragraph shall be made to an account
or accounts designated by the Trustee and each such purchase shall be subject to
the terms of this Section 6.01(a). Each Class A Certificateholder agrees by its
acceptance of its Class A Certificate that it will, upon payment from such Class
B Certificateholder(s), Additional Certificateholder(s) or Refinancing
Certificateholder(s), as the case may be, of the purchase price set forth in the
first sentence of this paragraph, forthwith sell, assign, transfer and convey to
the purchaser(s) thereof (without recourse, representation or warranty of any
kind except as to its own acts) all of the right, title, interest and obligation
of such Class A Certificateholder in this Agreement, the Escrow Agreement, the
Deposit Agreement, the Intercreditor Agreement, the Class A Liquidity Facility,
the NPA, the Note Documents and all Class A Certificates and Escrow Receipts
held by such Class A Certificateholder (excluding all right, title and interest
under any of the foregoing to the extent such right, title or interest is with
respect to an obligation not then due and payable as respects any action or
inaction or state of affairs occurring prior to such sale) and the purchaser(s)
shall assume all of such Class A Certificateholder’s obligations under this
Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor
Agreement, the Class A Liquidity Facility, the NPA, the Note Documents and all
such Class A Certificates and

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Escrow Receipts. The Class A Certificates will be deemed to be purchased on
the date payment of the purchase price is made notwithstanding the failure of
any Class A Certificateholder to deliver any Class A Certificate and, upon such
a purchase, (i) the Class A Certificateholders shall have no further rights with
respect to the Class A Certificates and (ii) if the purchaser(s) shall so
request, each such Class A Certificateholder will comply with all the provisions
of Section 3.04 of the Basic Agreement and the applicable provisions of this
Trust Supplement to enable new Class A Certificates to be issued to the
purchaser(s) in such denominations otherwise authorized under this Agreement as
it shall request. All charges and expenses in connection with the issuance of
any such new Class A Certificates shall be borne by the purchaser(s) thereof.

(b) This Section 6.01 supplements and, to the extent inconsistent with any
provision of Section 6.01(d) of the Basic Agreement, replaces the provisions of
Section 6.01(d) of the Basic Agreement. Notwithstanding anything to the contrary
set forth herein or in any Operative Agreement, the provisions of this Section
6.01 may not be amended in any manner without the consent of each Class A
Certificateholder, Class B Certificateholder and Additional Certificateholder
or, as the case may be, Refinancing Certificateholder (in each case, other than
the Company or any of its Affiliates in its respective capacity as a
Certificateholder) that would be adversely affected thereby; provided
that the purchase price under this Section 6.01 (as in effect on the date
hereof) for any Certificate held by the Company or any of its Affiliates shall
not be modified without the prior written consent of the Company. For the
avoidance of doubt, if a Certificate Buy-Out Event ceases to exist and another
Certificate Buy-Out Event occurs and is continuing, the purchase rights set
forth in Section 6.01(a) shall be revived notwithstanding any exercise of such
rights during the continuance of any preceding Certificate Buy-Out Event.

ARTICLE VII

THE TRUSTEE

Section 7.01 Delivery of Documents; Delivery Dates. (a) The Trustee is
hereby directed (i) to execute and deliver the Intercreditor Agreement, the
Escrow Agreement and the NPA on or prior to the date of the initial issuance of
the Class A Certificates (the “Issuance Date“), each in the form
delivered to the Trustee by the Company, and (ii) subject to the respective
terms thereof, to perform its obligations thereunder. Upon request of the
Company and the satisfaction or waiver of the closing conditions specified in
the Underwriting Agreement, the Trustee shall execute, deliver, authenticate,
issue and sell Class A Certificates in authorized denominations equaling in the
aggregate the amount set forth, with respect to the Class A Trust, in Schedule I
to the Underwriting Agreement evidencing the entire ownership interest in the
Class A Trust, which amount equals the maximum aggregate principal amount of
Series A Equipment Notes which may be purchased from time to time by the Trustee
pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of
the Basic Agreement or Section 4.03 of this Trust Supplement, the Trustee shall
not execute, authenticate or deliver Class A Certificates in excess of the
aggregate amount specified in this paragraph. The provisions of this Section
7.01(a) supersede and replace the first three sentences of Section 2.02(a) of
the Basic Agreement and the first sentence of Section 3.02(a) of the Basic
Agreement, with respect to the Class A Trust.

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(b) On or after the Issuance Date, the Company may deliver from time to time,
and in accordance with Section 1(b) of the NPA, to the Trustee a Funding Notice
relating to one or more Series A Equipment Notes. After receipt of such a
Funding Notice and in any case no later than one Business Day prior to a Funding
Date as to which such Funding Notice relates (the “Applicable Funding
Date“), the Trustee shall (as and when specified in the Funding Notice)
deliver to the Escrow Agent the Withdrawal Certificates and related Applicable
Notices of Purchase Withdrawal, as contemplated by Section 1.02(c) of the Escrow
Agreement and by such Funding Notice. The Trustee shall (as and when specified
in such Funding Notice), subject to the conditions set forth in Section 2 of the
NPA, enter into and perform its obligations under the Participation Agreement
specified in such Funding Notice (the “Applicable Participation
Agreement“) and cause such certificates, documents and legal opinions
relating to the Trustee to be duly delivered as required by the Applicable
Participation Agreement. If at any time prior to the Applicable Funding Date,
the Trustee receives from the Company a notice pursuant to the first sentence of
Section 1(f) of the NPA, then the Trustee shall give notice to the Depositary
(with a copy to the Escrow Agent) of the cancellation of such Notice of Purchase
Withdrawal relating to such Deposit or Deposits on such Applicable Funding Date
as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of
the conditions specified in the NPA and the Applicable Participation Agreement,
the Trustee shall purchase the applicable Series A Equipment Notes with the
proceeds of the withdrawals of one or more Deposits made on the Applicable
Funding Date in accordance with the terms of the Deposit Agreement and the
Escrow Agreement. The purchase price of such Series A Equipment Notes shall
equal the principal amount of such Series A Equipment Notes. Amounts withdrawn
from such Deposit or Deposits in excess of the purchase price of the Series A
Equipment Notes or to the extent not applied on the Applicable Funding Date to
the purchase price of the Series A Equipment Notes shall be redeposited by the
Trustee with the Depositary on the Applicable Funding Date in accordance with
the terms of the Deposit Agreement. The provisions of this Section 7.01(b)
supersede and replace the provisions of Section 2.02 of the Basic Agreement with
respect to the Class A Trust, and no provisions of the Basic Agreement relating
to Postponed Notes and Section 2.02 of the Basic Agreement shall apply to the
Class A Trust.

(c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement
is superseded and replaced in its entirety with the following: “The Trustee
shall establish and maintain on behalf of the Class A Certificateholders a
Special Payments Account as one or more accounts, which shall be non-interest
bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee
shall hold the Special Payments Account in trust for the benefit of the Class A
Certificateholders and shall make or permit withdrawals therefrom only as
provided in the Agreement or the Intercreditor Agreement. On each day when one
or more Special Payments are made to the Trustee under the Intercreditor
Agreement, the Trustee, upon receipt thereof, shall immediately deposit the
aggregate amount of such Special Payments in the Special Payments Account.”

(d) With respect to the Class A Trust, the second sentence of Section 4.02(c)
of the Basic Agreement shall be superseded and replaced in its entirety with the
following sentence: “Subject to the provisions of the Intercreditor Agreement:
(i) in the event of redemption or purchase of Series A Equipment Notes held in
the Class A Trust, such notice shall be mailed not less than 15 days prior to
the Special Distribution Date for the Special Payment resulting from such
redemption or purchase, which Special Distribution Date shall be the date of
such

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redemption or purchase; and (ii) in the case of any other Special Payments,
such notice of Special Payment shall be mailed as soon as practicable after the
Trustee has confirmed that it has received funds for such Special Payment and
shall state the Special Distribution date for such Special Payment, which shall
occur 15 days after the date of such notice of Special Payment or (if such 15th
day is not practicable) as soon as practicable thereafter.”

(e) With respect to the Class A Trust, clause (ii) of the third sentence of
Section 4.02(c) of the Basic Agreement shall be amended by deleting in its
entirety the parenthetical phrase “(taking into account any payment to be made
by the Responsible Party pursuant to Section 2.02(b)).”

Section 7.02 Withdrawal of Deposits. If any Deposits remain
outstanding on the Business Day next succeeding the Cut-off Date, the Trustee
shall promptly give the Escrow Agent notice, as contemplated by clause (ii) of
Section 1.02(f) of the Escrow Agreement, that the Trustee’s obligation to
purchase Series A Equipment Notes under the NPA has terminated and the Cut-off
Date has occurred.

Section 7.03 The Trustee. (a) Subject to Section 7.04 of this Trust
Supplement and Section 7.15 of the Basic Agreement, the Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Trust Supplement, the Intercreditor Agreement, the Deposit
Agreement, the NPA or the Escrow Agreement or the due execution hereof or
thereof by the Company or the other parties thereto (other than the Trustee), or
for or in respect of the recitals and statements contained herein or therein,
all of which recitals and statements are made solely by the Company or the other
parties thereto (other than the Trustee), except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Class A Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement has been executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

(b) The Trustee shall at all times be a bank or trust company, organized and
doing business under the laws of the United States or any state thereof, a
substantial part of the business of which consists of (i) receiving deposits and
making loans or (ii) exercising fiduciary powers similar to those permitted to
national banks by the Comptroller of the Currency, and which is subject to
supervision and examination by state or federal authority having supervision
over banking institutions.

Section 7.04 Representations and Warranties of the Trustee. The
Trustee hereby represents and warrants that:

(a) the Trustee has full power, authority and legal right to execute, deliver
and perform this Trust Supplement, the Intercreditor Agreement, the Escrow
Agreement, the NPA and the Note Documents to which it is or is to become a party
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Supplement, the Intercreditor Agreement, the
Escrow Agreement, the NPA and the Note Documents to which it is or is to become
a party;

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(b) the execution, delivery and performance by the Trustee of this Trust
Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the
Note Documents to which it is or is to become a party (i) will not violate any
provision of any United States federal law or the law of the state of the United
States where it is located governing the banking and trust powers of the Trustee
or any order, writ, judgment, or decree of any court, arbitrator or governmental
authority applicable to the Trustee or any of its assets, (ii) will not violate
any provision of the articles of association or by-laws of the Trustee, and
(iii) will not violate any provision of, or constitute, with or without notice
or lapse of time, a default under, or result in the creation or imposition of,
any lien on any properties included in the Trust Property pursuant to the
provisions of any mortgage, indenture, contract, agreement or other undertaking
to which it is a party, which violation, default or lien could reasonably be
expected to have an adverse effect on the Trustee’s performance or ability to
perform its duties hereunder or thereunder or on the transactions contemplated
herein or therein;

(c) the execution, delivery and performance by the Trustee of this Trust
Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the
Note Documents to which it is or is to become a party will not require the
authorization, consent, or approval of, the giving of notice to, the filing or
registration with, or the taking of any other action in respect of, any
governmental authority or agency of the United States or the state of the United
States where it is located regulating the banking and corporate trust activities
of the Trustee; and

(d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement,
the NPA and the Note Documents to which it is or is to become a party have been,
or will be, as applicable, duly executed and delivered by the Trustee and
constitute, or will constitute, as applicable, the legal, valid and binding
agreements of the Trustee, enforceable against it in accordance with their
respective terms; provided, however, that enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the rights of creditors generally and (ii) general
principles of equity.

Section 7.05 Trustee Liens. The Trustee in its individual capacity
agrees, in addition to the agreements contained in Section 7.17 of the Basic
Agreement, that it will at its own cost and expense promptly take any action as
may be necessary to duly discharge and satisfy in full any Trustee’s Liens on or
with respect to the Trust Property which are attributable to the Trustee in its
individual capacity and which are unrelated to the transactions contemplated by
the Intercreditor Agreement or the NPA.

ARTICLE VIII

ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

Section 8.01 Amendment of Section 5.02 of the Basic Agreement. Section
5.02 of the Basic Agreement shall be amended, with respect to the Class A Trust,
by (i) replacing the phrase “of this Agreement” set forth in paragraph (a)
thereof with the phrase “of the Note Documents, of the NPA and of this
Agreement”, (ii) replacing the phrase “under this Agreement” set forth in
paragraph (b) thereof with the phrase “under this Agreement, the NPA

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and any Note Document”, and (iii) deleting paragraph (c) thereof and
inserting the following in lieu of such paragraph (c):

“(c) The Parent may merge or consolidate with or into any other Person or
sell, convey, transfer or otherwise dispose of all or substantially all of its
assets to any Person, if: (x) (i) in the case of a merger or consolidation, the
Parent is the surviving Person or (ii) in the case of a merger or consolidation
where the Parent is not the surviving Person and in the case of any such sale,
conveyance, transfer or other disposition, the resulting, surviving or
transferee Person is organized and existing under the laws of the United States
or a State thereof and such Person expressly assumes by supplemental agreement
all the obligations of the Parent under this Agreement and the Parent Guarantee;
and (y) the Parent shall have delivered to the Trustee and each Loan Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that such merger,
consolidation, sale, conveyance, transfer or other disposition complies with
this Section 5.02(c) and that all conditions precedent herein provided for
relating to such transaction have been complied with. In the event of the
assumption by a successor Person of the obligations of the Parent as provided in
clause (x)(ii) of the immediately preceding sentence, such successor Person
shall succeed to and be substituted for the Parent hereunder and under the
Parent Guarantee, and all such obligations of the Parent shall terminate.

(d) The Trustee may receive an Officer’s Certificate and an Opinion of
Counsel of the Company or the Parent, as applicable, as conclusive evidence that
any such consolidation, merger, conveyance, transfer or lease, and any such
assumption, complies with the provisions of this Section 5.02.”

Section 8.02 Supplemental Agreements Without Consent of Class A
Certificateholders. Without limitation of Section 9.01 of the Basic
Agreement, under the terms of, and subject to the limitations contained in,
Section 9.01 of the Basic Agreement, the Company or the Parent, as applicable,
may (but will not be required to), and the Trustee (subject to Section 9.03 of
the Basic Agreement) shall, at the request of the Company or the Parent, as
applicable, at any time and from time to time, enter into (or, in the case of
the Deposit Agreement, consent to) and, if applicable, request the Escrow Agent
and Escrow Paying Agent to enter into (i) one or more agreements supplemental to
the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes
set forth in clauses (1) through (15) of such Section 9.01, and (without
limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses
(2) and (3) of such Section 9.01 shall also be deemed to include the Company’s
obligations under (in the case of clause (2)), and the Company’s rights and
powers conferred by (in the case of clause (3)), the NPA, (b) references in
clause (2) of such Section 9.01 to “the covenants of the Parent contained in
this Agreement” shall also be deemed to refer to “the covenants of the Parent
contained in this Agreement and the Parent Guarantee”, (c) references in clauses
(4) and (5) of such Section 9.01 to “any Intercreditor Agreement, any Note
Purchase Agreement, any Liquidity Facility or any Parent Guarantee” shall also
be deemed to refer to “the Intercreditor Agreement, the Class A Liquidity
Facility, the Escrow Agreement, the NPA, any Participation Agreement, the
Deposit Agreement or the Parent Guarantee”, (d) references to “any Intercreditor
Agreement, any Liquidity Facility or any Parent Guarantee” in clause (7) of such
Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the
Class A Liquidity Facility, the Escrow Agreement, the NPA, any Participation
Agreement, the Deposit Agreement or the Parent Guarantee” and (e) references to
“any Intercreditor Agreement, any Note Purchase

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Agreement, any Indenture, any Liquidity Facility or any Parent Guarantee” and
to “any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee”
in clause (8) of such Section 9.01 shall also be deemed to refer to “the
Intercreditor Agreement, the NPA, any Indenture, the Class A Liquidity Facility,
the Escrow Agreement, the Deposit Agreement, any Participation Agreement or the
Parent Guarantee”, (ii) one or more agreements supplemental to any Operative
Agreement, the NPA, the Escrow Agreement, the Deposit Agreement or the Parent
Guarantee to provide for the formation of the Class B Trust or an Additional
Trust, the issuance of Class B Certificates or Additional Certificates, the
purchase by the Class B Trust or an Additional Trust of applicable Series B
Equipment Notes or Additional Equipment Notes, respectively, and other matters
incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic
Agreement, all as provided in Section 4(a)(v) of the NPA and Section 8.01(d) of
the Intercreditor Agreement, and (iii) one or more agreements supplemental to
any Operative Agreement, the NPA, the Escrow Agreement, the Deposit Agreement or
the Parent Guarantee to provide for the formation of one or more Refinancing
Trusts, the issuance of Refinancing Certificates, the purchase by any
Refinancing Trust of applicable Refinancing Equipment Notes and other matters
incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic
Agreement, all as provided in Section 4(a)(v) of the NPA and Section 8.01(c) of
the Intercreditor Agreement. In addition, the following provisions of Section
9.01 of the Basic Agreement shall be amended, with respect to the Class A Trust,
as follows: (A) Section 9.01(1) of the Basic Agreement shall be amended by
deleting the words “, including to make appropriate provisions for a Parent
Guarantee”; (B) Section 9.01(2) of the Basic Agreement shall be amended by
deleting the phrase “, if applicable,” and replacing the words “any Parent
Guarantee” with “the Parent Guarantee”; (C) Section 9.01(6) of the Basic
Agreement shall be amended by inserting the phrase “(or to facilitate any
listing of any Certificates on any exchange or quotation system) or any
requirement of DTC or like depositary,” after the phrase “any exchange or
quotation system on which the Certificates of any series are listed” but before
the phrase “or of any regulatory body”; (D) Section 9.01(7) of the Basic
Agreement shall be amended by inserting the phrase “to establish or” after the
phrase “to such extent as shall be necessary” but before the phrase “to
continue”; and (E) Section 9.01(8) of the Basic Agreement shall be amended by
inserting the phrase “, or to evidence the substitution of a Liquidity Provider
with a Replacement Liquidity Provider or to provide for a Replacement Liquidity
Facility, all as provided in any Intercreditor Agreement; or to evidence the
substitution of a Depositary with a Replacement Depositary or to provide for a
Replacement Deposit Agreement, all as provided in the NPA; or to evidence and
provide for the acceptance of appointment by a successor Escrow Agent or
successor Escrow Paying Agent under the Escrow Agreement;” after the phrase ”
one or more Trusts” but before the phrase “and to add to or change”.

Section 8.03 Supplemental Agreements with Consent of Class A
Certificateholders. Without limitation of Section 9.02 of the Basic
Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply to
agreements or amendments for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Escrow Agreement, the
Deposit Agreement, the Class A Liquidity Facility, the NPA or the Parent
Guarantee or modifying in any manner the rights and obligations of the Class A
Certificateholders under the Escrow Agreement, the Deposit Agreement, the Class
A Liquidity Facility, the NPA or the Parent Guarantee; provided, that the
provisions of Section 9.02(1) of the Basic Agreement shall be deemed to include
reductions in any manner of, or delay in the timing of, any receipt by the Class
A Certificateholders of payments upon the Deposits.

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Section 8.04 Consent of Trustees for Amendment of Section 6.01.
Notwithstanding any provision in Section 8.02 or Section 8.03 of this Trust
Supplement to the contrary, no amendment or modification of Section 6.01 of this
Trust Supplement shall be effective unless the trustee for each Class of
Certificates affected by such amendment or modification shall have consented
thereto.

Section 8.05 Amendment of Section 7.12(c) of the Basic Agreement. For
purposes of this Agreement, references to the term “corporation” as used in
Section 7.12(c) of the Agreement shall be deemed to include a bank or trust
company.

Section 8.06 Amendment of Section 8.04(a) of the Basic Agreement.

Section 8.04(a) of the Basic Agreement shall be amended, with respect to the
Class A Trust, (a) to provide that, for so long as the Parent Guarantee shall be
in effect, the Parent shall comply with the obligations contained in such
Section 8.04 as if such Section 8.04 specifically referred to the Parent instead
of the Company; provided, that this Section 8.06 shall not relieve the Company
from any obligation to comply with such Section 8.04 and (b) by inserting the
phrase “, provided, that the Company or Parent may fulfill the requirements of
this Section 8.04(a) by providing the material described herein in an electronic
format by electronic mail or accessible over the internet” after the phrase “as
may be prescribed in such rules and regulations” and before the punctuation
mark”;”.

Section 8.07 Class B Related Terms and Correlative Terms for Additional
Certificates. The parties hereto acknowledge that the Class B Related Terms
and the correlative terms with respect to the Additional Certificates have been
included herein and in the other Operative Agreements in contemplation of the
issuance of Class B Certificates and Additional Certificates pursuant to Section
8.01(d) of the Intercreditor Agreement. The parties hereto agree that prior to
such issuance, other than with respect to Section 8.02(ii) hereof, the Class B
Related Terms and such correlative terms shall be of no effect and shall be
disregarded.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01 Final Termination Date. The respective obligations and
responsibilities of the Company and the Trustee created hereby and the Class A
Trust created hereby shall terminate upon the distribution to all Class A
Certificateholders and the Trustee of all amounts required to be distributed to
them pursuant to this Agreement and the disposition of all property held as part
of the Trust Property; provided, however, that in no event shall
the Trust created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, Sr., the
father of John F. Kennedy, former President of the United States, living on the
date of this Trust Supplement.

Section 9.02 Basic Agreement Ratified. Except and so far as herein
expressly provided, all of the provisions, terms and conditions of the Basic
Agreement are in all respects ratified and confirmed; and the Basic Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument. To the extent that any provisions of the Basic

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Agreement are superseded by any provisions of this Trust Supplement, any
reference to such provisions of the Basic Agreement herein or in the Basic
Agreement shall be deemed to be such provisions of this Trust Supplement.

Section 9.03 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE
STATE OF NEW YORK AND THIS AGREEMENT AND THE CLASS A CERTIFICATES 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 9.04 Counterparts. This Trust Supplement may be executed in
any number of counterparts (and each of the parties shall not be required to
execute the same counterpart). Each counterpart of this Trust Supplement
including a signature page or pages executed by each of the parties hereto shall
be an original counterpart of this Trust Supplement, but all of such
counterparts together shall constitute one instrument.

Section 9.05 Intention of Parties. The parties hereto intend that the
Class A Trust be classified for United States federal income tax purposes as a
grantor trust under Subpart E, Part I, Subchapter J, Chapter 1 of Subtitle A of
the Code, and not as a trust or association taxable as a corporation or as a
partnership. Each Certificateholder of, and each Person acquiring a beneficial
interest in, a Class A Certificate, by its acceptance of its Class A Certificate
or a beneficial interest therein, agrees to treat the Class A Trust as a grantor
trust for all United States federal, state and local income tax purposes. The
Trustee shall not be authorized or empowered to do anything that would cause the
Class A Trust to fail to qualify as a grantor trust for such tax purposes
(including as subject to this restriction, acquiring any Aircraft by bidding the
Equipment Notes relating thereto or otherwise, or taking any action with respect
to any such Aircraft once acquired).

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


AMERICAN AIRLINES, INC.
By:	/s/ Beverly K. Goulet
	Name:	Beverly K. Goulet
	Title:	Vice President : Corporate Development and Treasurer

AMR CORPORATION
By:	/s/ Isabella D. Goren
	Name:	Isabella D. Goren
	Title:	Senior Vice President and Chief Financial Officer

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

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EXHIBIT A to
TRUST SUPPLEMENT NO. 2011-2A

FORM OF CERTIFICATE

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC“), TO THE TRUSTEE
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]¹


¹		This legend to appear on Book-Entry Certificates to be deposited with The Depositary Trust Company.

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[GLOBAL
CERTIFICATE]¹

AMERICAN AIRLINES PASS THROUGH TRUST 2011-2A

AMERICAN AIRLINES PASS THROUGH CERTIFICATE, SERIES
2011-2A

Final Expected Regular Distribution Date: October 15, 2021

evidencing a fractional undivided interest in the Trust, the property of
which includes or will include, among other things, certain Equipment Notes each
secured by an Aircraft owned by American Airlines, Inc.



Certificate No. ______	$____________ Fractional Undivided Interest representing 0.0001377991274559250% of the Trust per $1,000 face amount	CUSIP No. 02377V AA0

THIS CERTIFIES THAT ________, for value received, is the registered owner of
a $______ (______ dollars) Fractional Undivided Interest (or such lesser amounts
as shall be the aggregate outstanding face amount hereof as set forth in the
records of the Trustee) in the American Airlines Pass Through Trust, Series
2011-2A (the “Trust“) created by U.S. BANK TRUST NATIONAL ASSOCIATION, as
successor trustee (together with any successor in interest and any successor or
other trustee appointed pursuant to the Trust Supplement referred to below, the
“Trustee“) under a Pass Through Trust Agreement, dated as of March 21,
2002 (the “Basic Agreement“), between U.S. Bank Trust National
Association (as successor in interest to State Street Bank and Trust Company of
Connecticut, National Association) and American Airlines, Inc., a Delaware
corporation (together with any successor in interest pursuant to Section 5.02 of
the Basic Agreement, the “Company“), as supplemented by Trust Supplement
No. 2011-2A thereto, dated as of October 4, 2011 (collectively, and as may be
amended from time to time, the “Agreement“), among the Trustee, the
Company and the Parent, a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is one of the duly authorized Certificates
designated as “American Airlines Pass Through Certificates, Series 2011-2A”
(herein called the “Certificates“). This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement. By virtue
of its acceptance hereof, the Certificateholder of this Certificate assents to
and agrees to be bound by all of the provisions of the Agreement and the
Intercreditor Agreement, including the subordination provisions of Section 9.09
of the Intercreditor Agreement. The Trust Property is expected to include
certain Equipment Notes, the Parent Guarantee and includes all rights of the
Trust and the Trustee, on behalf of the Trust, to receive any payments under the
Intercreditor Agreement and the Class A Liquidity Facility. Each issue of the
Equipment Notes will be secured by, among other things, a security interest in
the Aircraft owned by the Company.


¹		To be included on the face of each Global Certificate.

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The Certificates represent Fractional Undivided Interests in the Trust and
the Trust Property, and will have no rights, benefits or interest in respect of
any other separate trust established pursuant to the terms of the Basic
Agreement for any other series of certificates issued pursuant thereto.

Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed on each April 15 and October 15 (each, a “Regular Distribution
Date“), commencing on April 15, 2012, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding the
Regular Distribution Date, an amount in respect of the Scheduled Payments on the
Series A Equipment Notes due on such Regular Distribution Date, the receipt of
which has been confirmed by the Trustee, equal to the product of the percentage
interest in the Trust evidenced by this Certificate and an amount equal to the
sum of such Scheduled Payments. Subject to and in accordance with the terms of
the Agreement and the Intercreditor Agreement, in the event that Special
Payments on the Series A Equipment Notes are received by the Trustee, from funds
then available to the Trustee, there shall be distributed on the applicable
Special Distribution Date, to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the applicable
Special Distribution Date, an amount in respect of such Special Payments on the
Series A Equipment Notes, the receipt of which has been confirmed by the
Trustee, equal to the product of the percentage interest in the Trust evidenced
by this Certificate and an amount equal to the sum of such Special Payments so
received. If a Regular Distribution Date or Special Distribution Date is not a
Business Day, distribution shall be made on the immediately following Business
Day and no interest shall accrue during the intervening period. The Trustee
shall mail notice of each Special Payment and the Special Distribution Date
therefor to the Certificateholder of this Certificate.

Distributions on this Certificate will be made by the Trustee by check mailed
to the Person entitled thereto, without the presentation or surrender of this
Certificate or the making of any notation hereon, except that with respect to
Certificates registered on the Record Date in the name of a Clearing Agency (or
its nominee), such distributions shall be made by wire transfer. Except as
otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Certificate will be made after notice mailed by the Trustee
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency of the Trustee specified in such
notice.

The Certificates do not represent a direct obligation of, or an obligation
guaranteed by, or an interest in, the Company, the Trustee, the Subordination
Agent, any Loan Trustee or any Affiliate of any thereof. The Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Agreement. All payments or distributions made to
Certificateholders under the Agreement shall be made only from the Trust
Property and only to the extent that the Trustee shall have sufficient income or
proceeds from the Trust Property to make such payments in accordance with the
terms of the Agreement. Each Certificateholder of this Certificate, by its
acceptance hereof, agrees that it will look solely to the income and proceeds
from the Trust Property to the extent available for any payment or distribution
to such Certificateholder pursuant to the terms of the Agreement and that it
will not have any recourse to the Company, the Trustee, the Loan Trustees or any
Affiliate of any thereof except as otherwise expressly provided in the
Agreement, in any Note Document or in the

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Intercreditor Agreement. This Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby. A copy of the Agreement may be examined during normal business hours at
the principal office of the Trustee, and at such other places, if any,
designated by the Trustee, by any Certificateholder upon request.

The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement, at any
time by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders of any of
the Certificates.

As provided in the Agreement and subject to certain limitations set forth
therein, the transfer of this Certificate is registrable in the Register upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar, duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the Certificateholder hereof or such Certificateholder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.

The Certificates are issuable only as registered Certificates without coupons
in minimum denominations of $2,000 (or such other denomination that is the
lowest integral multiple of $1,000 that is, at the time of issuance, equal to at
least 1,000 euros) Fractional Undivided Interest and multiples of $1,000 in
excess thereof except that one Certificate may be issued in a different
denomination. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Trust, as requested by the Certificateholder surrendering the
same.

No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.

The Company, the Trustee, the Registrar and any Paying Agent shall deem and
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Company, the Trustee, the Registrar or
any such agent shall be affected by any notice to the contrary.

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Each Certificateholder and Person with a beneficial interest herein, by its
acceptance of this Certificate or such interest, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes.

The obligations and responsibilities created by the Agreement and the Trust
created thereby shall terminate upon the distribution to Certificateholders of
all amounts required to be distributed to them pursuant to the Agreement and the
disposition of all property held as part of the Trust Property.

Any Person acquiring or accepting this Certificate or an interest herein
will, by such acquisition or acceptance, be deemed to represent and warrant to
the Company, the Loan Trustees and the Trustee that either: (i) no assets of a
Plan or any trust established with respect to a Plan, have been used to acquire
this Certificate or an interest herein or (ii) the purchase and holding of this
Certificate or interest herein by such Person are exempt from the prohibited
transaction restrictions of ERISA and the Code or materially similar provisions
of Similar Law pursuant to one or more prohibited transaction statutory or
administrative exemptions.

THIS CERTIFICATE AND THE AGREEMENT 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.

Unless the certificate of authentication hereon has been executed by the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.


	AMERICAN AIRLINES PASS THROUGH TRUST 2011-2A
	By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
		as Trustee

	By:
		Title:
Dated:

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned
Agreement.


	U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
	By:
		Authorized Officer

Trust Supplement No. 2011-2A
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[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

_____________________

Please print or typewrite name and address including zip code of assignee

_____________________

the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing ________________________ attorney to transfer said
Certificate on the books of the Trustee with full power of substitution in the
premises.



Date: ___________		_____________________
		NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

		SIGNATURE GUARANTEE: ___________

Signatures must be guaranteed by an “eligible guarantor institution” meeting
the requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP“)
or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended.

Trust Supplement No. 2011-2A
AA Aircraft EETC

EXHIBIT B to
TRUST SUPPLEMENT NO. 2011-2A

DTC LETTER OF REPRESENTATIONS

Trust Supplement No. 2011-2A
AA Aircraft EETC

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