{"id":41085,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/intercreditor-agreement-amr-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"intercreditor-agreement-amr-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/intercreditor-agreement-amr-corp.html","title":{"rendered":"Intercreditor Agreement – AMR Corp."},"content":{"rendered":"

INTERCREDITOR AGREEMENT<\/strong><\/p>\n

\n

(2011-2)<\/p>\n

\n

Dated as of October 4, 2011<\/p>\n

\n

among<\/p>\n

\n

U.S. BANK TRUST NATIONAL ASSOCIATION
\nas Trustee of the<\/p>\n

\n

American Airlines Pass Through Trust 2011-2A,<\/p>\n

\n

MORGAN STANLEY BANK, N.A.
\nas Class A Liquidity Provider,<\/p>\n

\n

and<\/p>\n

\n

U.S. BANK TRUST NATIONAL ASSOCIATION
\nas Subordination Agent<\/p>\n

\n

Intercreditor Agreement (2011-2)
\nAA Aircraft EETC<\/p>\n

\n

\n

Table of Contents<\/u><\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

ARTICLE I<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DEFINITIONS<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 1.01.<\/p>\n<\/td>\n

<\/td>\n\n

Definitions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE II<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

TRUST ACCOUNTS; CONTROLLING PARTY<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 2.01.<\/p>\n<\/td>\n

<\/td>\n\n

Agreement to Terms of Subordination; Payments from Monies Received Only<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.02.<\/p>\n<\/td>\n

<\/td>\n\n

Trust Accounts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.03.<\/p>\n<\/td>\n

<\/td>\n\n

Deposits to the Collection Account and Special Payments Account<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.04.<\/p>\n<\/td>\n

<\/td>\n\n

Distributions of Special Payments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.05.<\/p>\n<\/td>\n

<\/td>\n\n

Designated Representatives<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 2.06.<\/p>\n<\/td>\n

<\/td>\n\n

Controlling Party<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE III<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

RECEIPT, DISTRIBUTION AND APPLICATION OF<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

AMOUNTS RECEIVED<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 3.01.<\/p>\n<\/td>\n

<\/td>\n\n

Written Notice of Distribution<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

28<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.02.<\/p>\n<\/td>\n

<\/td>\n\n

Distribution of Amounts on Deposit in the Collection Account<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

29<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.03.<\/p>\n<\/td>\n

<\/td>\n\n

Other Payments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.04.<\/p>\n<\/td>\n

<\/td>\n\n

Payments to the Trustees and the Liquidity Providers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 3.05.<\/p>\n<\/td>\n

<\/td>\n\n

Liquidity Facilities<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IV<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

EXERCISE OF REMEDIES<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 4.01.<\/p>\n<\/td>\n

<\/td>\n\n

Directions from the Controlling Party<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.02.<\/p>\n<\/td>\n

<\/td>\n\n

Remedies Cumulative<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.03.<\/p>\n<\/td>\n

<\/td>\n\n

Discontinuance of Proceedings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 4.04.<\/p>\n<\/td>\n

<\/td>\n\n

Right of Certificateholders and the Liquidity Providers to Receive Payments
\nNot to Be Impaired<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Intercreditor Agreement (2011-2)
\nAA Aircraft EETC<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

ARTICLE V<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

DUTIES OF THE SUBORDINATION AGENT;<\/p>\n<\/td>\n<\/tr>\n

\n

AGREEMENTS OF TRUSTEES, ETC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 5.01.<\/p>\n<\/td>\n

<\/td>\n\n

Notice of Indenture Event of Default or Triggering Event<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.02.<\/p>\n<\/td>\n

<\/td>\n\n

Indemnification<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.03.<\/p>\n<\/td>\n

<\/td>\n\n

No Duties Except as Specified in Intercreditor Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 5.04.<\/p>\n<\/td>\n

<\/td>\n\n

Notice from the Liquidity Providers and Trustees<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VI<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

THE SUBORDINATION AGENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 6.01.<\/p>\n<\/td>\n

<\/td>\n\n

Authorization; Acceptance of Trusts and Duties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.02.<\/p>\n<\/td>\n

<\/td>\n\n

Absence of Duties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.03.<\/p>\n<\/td>\n

<\/td>\n\n

No Representations or Warranties as to Documents<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.04.<\/p>\n<\/td>\n

<\/td>\n\n

No Segregation of Monies; No Interest<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.05.<\/p>\n<\/td>\n

<\/td>\n\n

Reliance; Agents; Advice of Counsel<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.06.<\/p>\n<\/td>\n

<\/td>\n\n

Capacity in Which Acting<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.07.<\/p>\n<\/td>\n

<\/td>\n\n

Compensation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.08.<\/p>\n<\/td>\n

<\/td>\n\n

May Become Certificateholder<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.09.<\/p>\n<\/td>\n

<\/td>\n\n

Subordination Agent Required; Eligibility<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.10.<\/p>\n<\/td>\n

<\/td>\n\n

Money to Be Held in Trust<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 6.11.<\/p>\n<\/td>\n

<\/td>\n\n

Notice of Substitution or Replacement of Airframe<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VII<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SUCCESSOR SUBORDINATION AGENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 7.01.<\/p>\n<\/td>\n

<\/td>\n\n

Replacement of Subordination Agent; Appointment of Successor<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE VIII<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SUPPLEMENTS AND AMENDMENTS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 8.01.<\/p>\n<\/td>\n

<\/td>\n\n

Amendments, Waivers, Etc.<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

48<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.02.<\/p>\n<\/td>\n

<\/td>\n\n

Subordination Agent Protected<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.03.<\/p>\n<\/td>\n

<\/td>\n\n

Effect of Supplemental Agreements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

53<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 8.04.<\/p>\n<\/td>\n

<\/td>\n\n

Notice to Rating Agencies<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

54<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE IX<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

MISCELLANEOUS<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Section 9.01.<\/p>\n<\/td>\n

<\/td>\n\n

Termination of Intercreditor Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

54<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.02.<\/p>\n<\/td>\n

<\/td>\n\n

Intercreditor Agreement for Benefit of Trustees, Liquidity Providers and
\nSubordination Agent<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

54<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Intercreditor Agreement (2011-2)
\nAA Aircraft EETC<\/p>\n

\n

ii<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.03.<\/p>\n<\/td>\n

<\/td>\n\n

Notices<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

54<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.04.<\/p>\n<\/td>\n

<\/td>\n\n

Severability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

55<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.05.<\/p>\n<\/td>\n

<\/td>\n\n

No Oral Modifications or Continuing Waivers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

55<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.06.<\/p>\n<\/td>\n

<\/td>\n\n

Successors and Assigns<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

55<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.07.<\/p>\n<\/td>\n

<\/td>\n\n

Headings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.08.<\/p>\n<\/td>\n

<\/td>\n\n

Counterparts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.09.<\/p>\n<\/td>\n

<\/td>\n\n

Subordination<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.10.<\/p>\n<\/td>\n

<\/td>\n\n

Governing Law<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.11.<\/p>\n<\/td>\n

<\/td>\n\n

Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Section 9.12.<\/p>\n<\/td>\n

<\/td>\n\n

Non-Petition<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Schedule A<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Class B Liquidity Facility<\/p>\n<\/td>\n

<\/td>\n\n

A-1<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Intercreditor Agreement (2011-2)
\nAA Aircraft EETC<\/p>\n

\n

iii<\/p>\n

\n

\n

INTERCREDITOR AGREEMENT<\/strong><\/p>\n

\n

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

WHEREAS, pursuant to each Indenture with respect to an Aircraft, American
\nwill issue on a recourse basis one or more (but not more than three outstanding
\nat any time concurrently) series of Equipment Notes secured by, among other
\nthings, such Aircraft;<\/p>\n<\/p>\n

WHEREAS, pursuant to each Participation Agreement, each Trust then in
\nexistence will acquire Equipment Notes having an interest rate identical to the
\ninterest rate applicable to the Certificates issued by such Trust;<\/p>\n<\/p>\n

WHEREAS, pursuant to the Class A Trust Agreement, the Trust created thereby
\nproposes to issue the Class A Certificates bearing the interest rate and having
\nthe final distribution date described in the Class A Trust Agreement on the
\nterms and subject to the conditions set forth therein;<\/p>\n<\/p>\n

WHEREAS, American may in the future enter into a Trust Supplement with
\nrespect to a Class B Trust in connection with the issuance of Class B
\nCertificates to provide financing for the purchase by the Class B Trustee of the
\nSeries B Equipment Notes, if issued in respect of, and secured by a security
\ninterest in, the Aircraft;<\/p>\n<\/p>\n

WHEREAS, pursuant to the Underwriting Agreement, the Underwriters propose to
\npurchase the Class A Certificates;<\/p>\n<\/p>\n

WHEREAS, the Class A Liquidity Provider proposes to enter into a revolving
\ncredit agreement with the Subordination Agent, as agent and trustee for the
\nTrustee of the Class A Trust for the benefit of the Certificateholders of the
\nClass A Trust; and<\/p>\n<\/p>\n

WHEREAS, it is a condition precedent to the obligations of the Underwriters
\nunder the Underwriting Agreement that the Subordination Agent, the Class A
\nTrustee and the Class A Liquidity Provider agree to the terms of subordination
\nset forth in this Agreement in respect of each Class of Certificates, and the
\nSubordination Agent, the Class A Trustee and the Class A Liquidity Provider, by
\nentering into this Agreement, hereby acknowledge and agree to such terms of
\nsubordination and the other provisions of this Agreement;<\/p>\n<\/p>\n

NOW, THEREFORE, in consideration of the mutual agreements herein contained,
\nand of other good and valuable consideration the receipt and adequacy of which
\nare hereby acknowledged, the parties hereto agree as follows:<\/p>\n<\/p>\n

Intercreditor Agreement (2011-2)
\nAA Aircraft EETC<\/p>\n

\n

1<\/p>\n

\n

\n

ARTICLE I<\/strong><\/p>\n

\n

DEFINITIONS<\/strong><\/p>\n

\n

Section 1.01. Definitions<\/u>. (a) The definitions stated herein apply
\nequally to the singular and the plural forms of the terms defined.<\/p>\n<\/p>\n

(b) All references in this Agreement to designated “Articles”, “Sections” and
\nother subdivisions are to the designated Articles, Sections and other
\nsubdivisions of this Agreement.<\/p>\n<\/p>\n

(c) The words “herein”, “hereof” and “hereunder” and other words of similar
\nimport refer to this Agreement as a whole and not to any particular Article,
\nSection or other subdivision.<\/p>\n<\/p>\n

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

(e) All references in this Agreement to a Person shall include successors and
\npermitted assigns of such Person.<\/p>\n<\/p>\n

(f) For purposes of this Agreement, unless the context otherwise requires,
\nthe following capitalized terms shall have the following meanings:<\/p>\n<\/p>\n

“Acceleration<\/em><\/strong>” means, with respect to the amounts
\npayable in respect of the Equipment Notes issued under any Indenture, such
\namounts becoming immediately due and payable by declaration or otherwise.
\n“Accelerate”, “Accelerated” and “Accelerating” have meanings correlative to the
\nforegoing.<\/p>\n<\/p>\n

“Actual Disposition Event<\/em><\/strong>” means, in respect of any
\nEquipment Note: (i) the sale or disposition by the applicable Loan Trustee of
\nthe Aircraft securing such Equipment Note for cash, (ii) the occurrence of the
\nmandatory redemption date for such Equipment Note following an Event of Loss (as
\ndefined in such Indenture) with respect to such Aircraft or (iii) the sale by
\nthe Subordination Agent of such Equipment Note for cash.<\/p>\n<\/p>\n

“Additional Certificateholders<\/em><\/strong>” has the meaning
\nspecified in Section 8.01(d).<\/p>\n<\/p>\n

“Additional Certificates<\/em><\/strong>” has the meaning specified
\nin Section 8.01(d).<\/p>\n<\/p>\n

“Additional Equipment Notes<\/em><\/strong>” has the meaning
\nspecified in Section 8.01(d).<\/p>\n<\/p>\n

“Additional Trust<\/em><\/strong>” has the meaning specified in
\nSection 8.01(d).<\/p>\n<\/p>\n

“Additional Trust Agreement<\/em><\/strong>” has the meaning
\nspecified in Section 8.01(d).<\/p>\n<\/p>\n

“Additional Trustee<\/em><\/strong>” has the meaning specified in
\nSection 8.01(d).<\/p>\n<\/p>\n

“Administration Expenses<\/em><\/strong>” has the meaning specified
\nin clause “first” of Section 3.02.<\/p>\n<\/p>\n

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“Advance<\/em><\/strong>” means, with respect to any Liquidity
\nFacility, any Advance as defined in such Liquidity Facility.<\/p>\n<\/p>\n

“Affiliate<\/em><\/strong>” means, with respect to any Person, any
\nother Person directly or indirectly controlling, controlled by or under direct
\nor indirect common control with such Person. For the purposes of this
\ndefinition, “control”, when used with respect to any specified Person, means the
\npower, directly or indirectly, to direct or cause the direction of the
\nmanagement and policies of such Person, whether through the ownership of voting
\nsecurities or by contract or otherwise; and the terms “controlling” and
\n“controlled” have meanings correlative to the foregoing.<\/p>\n<\/p>\n

“Agreement<\/em><\/strong>” means this Intercreditor Agreement,
\ndated as of October 4, 2011, as it may be amended, supplemented or otherwise
\nmodified from time to time.<\/p>\n<\/p>\n

“Aircraft<\/em><\/strong>” means, with respect to each Indenture,
\nthe “Aircraft” referred to therein.<\/p>\n<\/p>\n

“American<\/em><\/strong>” means American Airlines, Inc., a
\nDelaware corporation, and its successors and permitted assigns.<\/p>\n<\/p>\n

“American Bankruptcy Event<\/em><\/strong>” means the occurrence
\nand continuation of any of the following:<\/p>\n<\/p>\n

(a) American consents to the appointment of or the taking of possession by a
\nreceiver, trustee or liquidator of itself or of a substantial part of its
\nproperty, admits in writing its inability to pay its debts generally as they
\ncome due or makes a general assignment for the benefit of creditors;<\/p>\n<\/p>\n

(b) American files a voluntary petition in bankruptcy or a voluntary petition
\nor an answer seeking reorganization, liquidation or other relief as a debtor in
\na case under any bankruptcy laws or insolvency laws (as in effect at such time)
\nor an answer admitting the material allegations of a petition filed against
\nAmerican as a debtor in any such case, or American seeks relief as a debtor by
\nvoluntary petition, answer or consent, under the provisions of any other
\nbankruptcy or other similar law providing for the reorganization or winding-up
\nof corporations (as in effect at such time), or American seeks an agreement,
\ncomposition, extension or adjustment with its creditors under such laws; or<\/p>\n<\/p>\n

(c) an order, judgment or decree is entered by any court of competent
\njurisdiction appointing, without the consent of American , a receiver, trustee
\nor liquidator of American or sequestering any substantial part of its property,
\nor granting any other relief in respect of American as a debtor under any
\nbankruptcy laws or insolvency laws (as in effect at such time), and any such
\norder, judgment or decree of appointment or sequestration remains in force
\nundismissed, unstayed and unvacated for a period of 90 days after the date of
\nentry thereof; or<\/p>\n<\/p>\n

(d) a petition against American as a debtor in a case under the federal
\nbankruptcy laws or other insolvency laws (as in effect at such time) is filed
\nand not withdrawn or dismissed within 90 days thereafter, or if, under the
\nprovisions of any law<\/p>\n<\/p>\n

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providing for reorganization or winding-up of corporations that applies to
\nAmerican , any court of competent jurisdiction assumes jurisdiction, custody or
\ncontrol of American or of any substantial part of its property and such
\njurisdiction, custody or control remains in force unrelinquished, unstayed and
\nunterminated for a period of 90 days.<\/p>\n<\/p>\n

“American Provisions<\/em><\/strong>” has the meaning specified in
\nSection 8.01(a).<\/p>\n<\/p>\n

“Appraisal<\/em><\/strong>” has the meaning specified in Section
\n4.01(a)(iv).<\/p>\n<\/p>\n

“Appraised Current Market Value<\/em><\/strong>” of any Aircraft
\nmeans the lower of the average and the median of the three most recent
\nPost-Default Appraisals of such Aircraft.<\/p>\n<\/p>\n

“Appraisers<\/em><\/strong>” means Aircraft Information Systems,
\nInc., BK Associates, Inc. and Morten Beyer & Agnew, Inc. or, so long as the
\nPerson entitled or required hereunder to select such Appraiser acts reasonably,
\nany other nationally recognized appraiser reasonably satisfactory to the
\nSubordination Agent and the Controlling Party.<\/p>\n<\/p>\n

“Available Amount<\/em><\/strong>” means, with respect to any
\nLiquidity Facility on any drawing date, subject to the proviso contained in the
\nfirst sentence of Section 3.05(g), an amount equal to (a) the Stated Amount of
\nsuch Liquidity Facility at such time, less (b) the aggregate amount of each
\nInterest Drawing honored by the Liquidity Provider under such Liquidity Facility
\non or prior to such date that has not been reimbursed or reinstated as of such
\ndate; provided <\/em>that, following a Downgrade Drawing, a Non-Extension
\nDrawing, a Special Termination Drawing or a Final Drawing under such Liquidity
\nFacility, the Available Amount of such Liquidity Facility shall be zero.<\/p>\n<\/p>\n

“Bankruptcy Code<\/em><\/strong>” means the United States
\nBankruptcy Code, 11 United States Code \u00a7 \u00a7101 et<\/u> seq.<\/u>, as amended,
\nor any successor statutes thereto.<\/p>\n<\/p>\n

“Basic Agreement<\/em><\/strong>” means that certain Pass Through
\nTrust Agreement, dated as of March 21, 2002, between American and U.S. Bank, as
\nsuccessor in interest to State Street Bank and Trust Company of Connecticut,
\nNational Association, as the same may be amended, supplemented or otherwise
\nmodified from time to time in accordance with its terms, but does not include
\nany Trust Supplement.<\/p>\n<\/p>\n

“Business Day<\/em><\/strong>” means, with respect to the
\nCertificates of any Class, any day other than a Saturday, or a Sunday or a day
\non which commercial banks are required or authorized to close in New York, New
\nYork, Fort Worth, Texas, Wilmington, Delaware, or, so long as any Certificate is
\noutstanding, the city and state in which any Trustee, the Subordination Agent or
\nany related Loan Trustee maintains its Corporate Trust Office or receives and
\ndisburses funds, and that, solely with respect to draws under any Liquidity
\nFacility, also is a “Business Day” as defined in such Liquidity Facility.<\/p>\n<\/p>\n

“Cash Collateral Account<\/em><\/strong>” means the Class A Cash
\nCollateral Account or the Class B Cash Collateral Account, as applicable.<\/p>\n<\/p>\n

“Certificate<\/em><\/strong>” means a Class A Certificate or, if
\nissued, a Class B Certificate, as applicable.<\/p>\n<\/p>\n

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“Certificate Buy-Out Event<\/em><\/strong>” means that an American
\nBankruptcy Event has occurred and is continuing and either of the following
\nevents has occurred: (A) (i) the 60-Day Period has expired, and (ii) American
\nhas not entered into one or more agreements under Section 1110(a)(2)(A) of the
\nBankruptcy Code to perform all of its obligations under all of the Indentures
\nand cured defaults under all of the Indentures in accordance with Section
\n1110(a)(2)(B) of the Bankruptcy Code or, if it has entered into such agreements,
\nhas at any time thereafter failed to cure any default under any of the
\nIndentures in accordance with Section 1110(a)(2)(B) of the Bankruptcy Code; or
\n(B) prior to the expiry of the 60-Day Period, American shall have abandoned any
\nAircraft.<\/p>\n<\/p>\n

“Certificateholder<\/em><\/strong>” means, with respect to any
\nClass of Certificates, the Person in whose name a Certificate is registered in
\nthe Register for the Certificates of such Class.<\/p>\n<\/p>\n

“Citizen of the United States<\/em><\/strong>” has the meaning
\nspecified for such term in Section 40102(a)(15) of Title 49 of the United States
\nCode or any similar legislation of the United States enacted in substitution or
\nreplacement therefor.<\/p>\n<\/p>\n

“Class<\/em><\/strong>” means a single class of Certificates issued
\nby a Trust pursuant to a Trust Agreement.<\/p>\n<\/p>\n

“Class A Cash Collateral Account<\/em><\/strong>” means, in respect
\nof the Class A Liquidity Facility, an Eligible Deposit Account in the name of
\nthe Subordination Agent maintained at an Eligible Institution, which shall be
\nthe Subordination Agent if it so qualifies, into which amounts shall be
\ndeposited as referred to in Section 3.05(f).<\/p>\n<\/p>\n

“Class A Certificateholder<\/em><\/strong>” means, at any time, any
\nCertificateholder of one or more Class A Certificates.<\/p>\n<\/p>\n

“Class A Certificates<\/em><\/strong>” means the certificates
\nissued by the Class A Trust, substantially in the form of Exhibit A to the Class
\nA Trust Agreement, and authenticated by the Class A Trustee, representing
\nFractional Undivided Interests in the Class A Trust, and any certificates issued
\nin exchange therefor or replacement thereof pursuant to the terms of the Class A
\nTrust Agreement.<\/p>\n<\/p>\n

“Class A Liquidity Expenses<\/em><\/strong>” means all Class A
\nLiquidity Obligations other than (i) the principal amount of any Drawings under
\nthe Class A Liquidity Facility and (ii) any interest accrued on any Class A
\nLiquidity Obligations.<\/p>\n<\/p>\n

“Class A Liquidity Facility<\/em><\/strong>” means, initially, the
\nRevolving Credit Agreement (2011-2A), dated as of the date hereof, between the
\nSubordination Agent, as agent and trustee for the Class A Trustee, and MS Bank
\nand, from and after the replacement of such agreement pursuant hereto, the
\nReplacement Liquidity Facility therefor, if any, in each case as amended,
\nsupplemented or otherwise modified from time to time in accordance with its
\nterms; provided, <\/em>that, for purposes of any obligation of American, no
\namendment, modification or supplement to, or substitution or replacement of, any
\nClass A Liquidity Facility shall be effective unless consented to by American.\n<\/p>\n<\/p>\n

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“Class A Liquidity Obligations<\/em><\/strong>” means all
\nprincipal, interest, fees and other amounts owing to the Class A Liquidity
\nProvider under the Class A Liquidity Facility, Section 4.02 of the Participation
\nAgreements or the applicable Fee Letter.<\/p>\n<\/p>\n

“Class A Liquidity Provider<\/em><\/strong>” means MS Bank,
\ntogether with any Replacement Liquidity Provider that has issued a Replacement
\nLiquidity Facility to replace the Class A Liquidity Facility pursuant to Section
\n3.05(c) or 3.05(e).<\/p>\n<\/p>\n

“Class A Trust<\/em><\/strong>” means the American Airlines Pass
\nThrough Trust 2011-2A created and administered pursuant to the Class A Trust
\nAgreement.<\/p>\n<\/p>\n

“Class A Trust Agreement<\/em><\/strong>” means the Basic
\nAgreement, as supplemented by Trust Supplement No. 2011-2A thereto, dated as of
\nthe date hereof, governing the creation and administration of the American
\nAirlines Pass Through Trust 2011-2A and the issuance of the Class A
\nCertificates, as the same may be amended, supplemented or otherwise modified
\nfrom time to time in accordance with its terms.<\/p>\n<\/p>\n

“Class A Trustee<\/em><\/strong>” means U.S. Bank, not in its
\nindividual capacity except as expressly set forth in the Class A Trust
\nAgreement, but solely as trustee under the Class A Trust Agreement, together
\nwith any successor trustee appointed pursuant thereto.<\/p>\n<\/p>\n

“Class B Adjusted Interest<\/em><\/strong>” means, as of any
\nCurrent Distribution Date: (I) any interest described in clause (II) of this
\ndefinition accrued prior to the immediately preceding Distribution Date which
\nremains unpaid and (II) the sum of (A) interest determined at the Stated
\nInterest Rate for the Class B Certificates for the period commencing on, and
\nincluding, the immediately preceding Distribution Date (or, if the Current
\nDistribution Date is the first Distribution Date, the Closing Date) and ending
\non, but excluding, the Current Distribution Date, on the Eligible B Pool Balance
\non such Current Distribution Date and (B) the sum of interest for each Series B
\nEquipment Note with respect to which, or with respect to the Aircraft with
\nrespect to which such Equipment Note was issued, a disposition, distribution,
\nsale or Deemed Disposition Event has occurred since the immediately preceding
\nDistribution Date (but only if no such event has previously occurred with
\nrespect to such Series B Equipment Note), determined at the Stated Interest Rate
\nfor the Class B Certificates for each day during the period commencing on, and
\nincluding, the immediately preceding Distribution Date (or, if the Current
\nDistribution Date is the first Distribution Date, the Closing Date) and ending
\non, but excluding, the date of the earliest of such disposition, distribution,
\nsale or Deemed Disposition Event with respect to such Series B Equipment Note or
\nsuch Aircraft, as the case may be, on the principal amount of such Series B
\nEquipment Note calculated pursuant to clause (B)(i), (ii), (iii) or (iv), as
\napplicable, of the definition of Eligible B Pool Balance.<\/p>\n<\/p>\n

“Class B Cash Collateral Account<\/em><\/strong>” means, in respect
\nof the Class B Liquidity Facility, an Eligible Deposit Account in the name of
\nthe Subordination Agent maintained at an Eligible Institution, which shall be
\nthe Subordination Agent if it so qualifies, into which amounts shall be
\ndeposited as referred to in Section 3.05(f), if and when such account is
\ncreated.<\/p>\n<\/p>\n

“Class B Certificateholder<\/em><\/strong>” means, at any time, any
\nCertificateholder of one or more Class B Certificates.<\/p>\n<\/p>\n

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“Class B Certificates<\/em><\/strong>“, if issued, means any
\nCertificates issued by the Class B Trust, if and when created, representing
\nFractional Undivided Interests in the Class B Trust.<\/p>\n<\/p>\n

“Class B Liquidity Expenses<\/em><\/strong>” means all Class B
\nLiquidity Obligations other than (i) the principal amount of any Drawings under
\nthe Class B Liquidity Facility and (ii) any interest accrued on any Class B
\nLiquidity Obligations.<\/p>\n<\/p>\n

“Class B Liquidity Facility<\/em><\/strong>” means, if and when
\nexecuted and delivered in connection with the issuance of the Class B
\nCertificates, a facility consisting of one or more instruments provided by the
\nClass B Liquidity Provider in the form of a revolving credit agreement or such
\nother form (which may include a letter of credit, surety bond, financial
\ninsurance policy or guaranty) as may be determined in connection with such
\nissuance to cover interest payments on the Class B Certificates in a face amount
\nequal to the Required Amount for the Class B Certificates and, from and after
\nthe replacement of such facility pursuant hereto, the Replacement Liquidity
\nFacility therefor, if any, in each case as amended, supplemented or otherwise
\nmodified from time to time in accordance with its terms; provided<\/em>,
\nthat, for purposes of any obligation of American, no Class B Liquidity Facility
\nand no amendment, modification or supplement to, or substitution or replacement
\nof, any Class B Liquidity Facility shall be effective unless consented to by
\nAmerican.<\/p>\n<\/p>\n

“Class B Liquidity Obligations<\/em><\/strong>” means all
\nprincipal, interest, fees and other amounts owing to the Class B Liquidity
\nProvider under the Class B Liquidity Facility, Section 4.02 of the Participation
\nAgreements or the applicable Fee Letter.<\/p>\n<\/p>\n

“Class B Liquidity Provider<\/em><\/strong>” means the initial
\nprovider of any Class B Liquidity Facility, if any, together with any
\nReplacement Liquidity Provider that has issued a Replacement Liquidity Facility
\nto replace the Class B Liquidity Facility pursuant to Section 3.05(c) or
\n3.05(e).<\/p>\n<\/p>\n

“Class B Related Terms<\/em>” <\/strong>means (i) the following
\ndefined terms: (a) Class B Adjusted Interest, Class B Cash Collateral Account,
\nClass B Certificateholder, Class B Certificates, Class B Liquidity Expenses,
\nClass B Liquidity Facility, Class B Liquidity Obligations, Class B Liquidity
\nProvider, Class B Trust, Class B Trustee and Series B Equipment Notes, (b)
\nRefinancing Certificateholders, Refinancing Certificates, Refinancing Equipment
\nNotes, Refinancing Trust, Refinancing Trust Agreement and Refinancing Trustee
\n(to the extent that such terms relate to the Class B Certificates, the Class B
\nLiquidity Facility or the Series B Equipment Notes); and (c) Final Legal
\nDistribution Date and Stated Interest Rate solely to the extent that such terms
\nrelate to the Class B Certificates or the Class B Liquidity Facility; and (ii)
\nany other provision hereof (including any other defined term or term defined by
\nreference to any Liquidity Facility) to the extent it applies to any of the
\nterms specified in foregoing clause (i).<\/p>\n<\/p>\n

“Class B Trust<\/em><\/strong>” means the American Airlines Pass
\nThrough Trust 2011-2B, if and when created, administered pursuant to the Class B
\nTrust Agreement.<\/p>\n<\/p>\n

“Class B Trust Agreement<\/em><\/strong>” means the Basic
\nAgreement, as supplemented by a trust supplement, if and when executed and
\ndelivered, governing the creation and administration<\/p>\n<\/p>\n

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of the Class B Trust and the issuance of any Class B Certificates, as the
\nsame may be amended, supplemented or otherwise modified from time to time in
\naccordance with its terms.<\/p>\n<\/p>\n

“Class B Trustee<\/em><\/strong>” means U.S. Bank, not in its
\nindividual capacity except as shall expressly be set forth in the Class B Trust
\nAgreement, if any, but solely as trustee under the Class B Trust Agreement,
\ntogether with any successor trustee appointed pursuant thereto.<\/p>\n<\/p>\n

“Closing Date<\/em><\/strong>” means October 4, 2011.<\/p>\n<\/p>\n

“Code<\/em><\/strong>” means the Internal Revenue Code of 1986, as
\namended from time to time, and Treasury Regulations promulgated thereunder.<\/p>\n<\/p>\n

“Collateral<\/em><\/strong>” means, with respect to any Indenture,
\nthe “Collateral” referred to therein.<\/p>\n<\/p>\n

“Collection Account<\/em><\/strong>” means the Eligible Deposit
\nAccount established by the Subordination Agent pursuant to Section 2.02(a) in
\nand from which the Subordination Agent shall make deposits and withdrawals in
\naccordance with this Agreement.<\/p>\n<\/p>\n

“Consent Notice<\/em><\/strong>” has the meaning specified in
\nSection 3.05(d).<\/p>\n<\/p>\n

“Consent Period<\/em><\/strong>” has the meaning specified in
\nSection 3.05(d).<\/p>\n<\/p>\n

“Controlling Party<\/em><\/strong>” means the Person entitled to
\nact as such pursuant to the terms of Section 2.06.<\/p>\n<\/p>\n

“Corporate Trust Office<\/em><\/strong>” means, with respect to any
\nTrustee, the Subordination Agent or any Loan Trustee, the office of such Person
\nin the city at which, at any particular time, its corporate trust business shall
\nbe principally administered.<\/p>\n<\/p>\n

“Current Distribution Date<\/em><\/strong>” means a Distribution
\nDate specified as a reference date for calculating the Expected Distributions
\nwith respect to the Certificates of any Trust as of such Distribution Date.<\/p>\n<\/p>\n

“Delivery Period Termination Date<\/em><\/strong>” has the meaning
\nspecified in the Note Purchase Agreement.<\/p>\n<\/p>\n

“Deemed Disposition Event<\/em><\/strong>” means, in respect of any
\nEquipment Note, the continuation of an Indenture Event of Default in respect of
\nsuch Equipment Note without an Actual Disposition Event occurring in respect of
\nsuch Equipment Note for a period of four years from the date of the occurrence
\nof such Indenture Event of Default.<\/p>\n<\/p>\n

“Deposit Agreement<\/em><\/strong>” means, subject to Section 5 of
\nthe Note Purchase Agreement, the Deposit Agreement (Class A), dated as of the
\ndate hereof, between the Escrow Agent and the Depositary, as the same may be
\namended, modified or supplemented from time to time in accordance with the terms
\nthereof.<\/p>\n<\/p>\n

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“Depositary<\/em><\/strong>” means, subject to Section 5 of the
\nNote Purchase Agreement, The Bank of New York Mellon, as Depositary under the
\nDeposit Agreement.<\/p>\n<\/p>\n

“Deposits<\/em><\/strong>” has the meaning set forth in the Deposit
\nAgreement.<\/p>\n<\/p>\n

“Designated Representatives<\/em><\/strong>” means the
\nSubordination Agent Representatives, the Trustee Representatives and the LP
\nRepresentatives identified under Section 2.05.<\/p>\n<\/p>\n

“Distribution Date<\/em><\/strong>” means a Regular Distribution
\nDate or a Special Distribution Date.<\/p>\n<\/p>\n

“Dollars” or <\/em><\/strong>“$<\/em><\/strong>”
\nmeans <\/em>the lawful currency of the United States.<\/p>\n<\/p>\n

“Downgrade Drawing<\/em><\/strong>” has the meaning specified in
\nSection 3.05(c).<\/p>\n<\/p>\n

“Downgrade Event<\/strong>” <\/em>with respect to any Liquidity
\nFacility has the meaning specified in such Liquidity Facility.<\/p>\n<\/p>\n

“Downgraded Facility<\/em><\/strong>” has the meaning specified in
\nSection 3.05(c).<\/p>\n<\/p>\n

“Drawing<\/em><\/strong>” means an Interest Drawing, a Final
\nDrawing, a Non-Extension Drawing, a Special Termination Drawing or a Downgrade
\nDrawing, as the case may be.<\/p>\n<\/p>\n

“DTC<\/em><\/strong>” means The Depository Trust Company.<\/p>\n<\/p>\n

“Eligible B Pool Balance<\/em><\/strong>” means, as of any date of
\ndetermination, the excess of (A) the Pool Balance of the Class B Certificates as
\nof the immediately preceding Distribution Date (or, if such date of
\ndetermination is on or before the first Distribution Date after the date of
\nissuance of the Class B Certificates, the original aggregate face amount of the
\nClass B Certificates) (after giving effect to distributions made on such date of
\ndetermination) over (B) the sum of, with respect to each Series B Equipment
\nNote, one of the following amounts, if applicable: (i) if there has previously
\nbeen a sale or disposition by the applicable Loan Trustee of the applicable
\nAircraft for cash under the Indenture pursuant to which such Series B Equipment
\nNote was issued, the outstanding principal amount of such Series B Equipment
\nNote that remains unpaid as of such date of determination subsequent to such
\nsale or disposition and after giving effect to any distributions of the proceeds
\nof such sale or disposition applied under such Indenture to the payment of such
\nSeries B Equipment Note, (ii) if there has previously been an Event of Loss (as
\ndefined in such Indenture) with respect to the applicable Aircraft to which such
\nSeries B Equipment Note relates, the outstanding principal amount of such Series
\nB Equipment Note that remains unpaid as of such date of determination subsequent
\nto the scheduled date of mandatory redemption of such Series B Equipment Note
\nfollowing such Event of Loss and after giving effect to the distributions of any
\nproceeds in respect of such Event of Loss applied under such Indenture to the
\npayment of such Series B Equipment Note, (iii) if such Series B Equipment Note
\nhas previously been sold for cash by the Subordination Agent, the excess, if
\nany, of (x) the outstanding amount of principal and interest as of the date of
\nsuch sale by the Subordination Agent of such Series B Equipment Note over (y)
\nthe purchase price received with respect to such sale of such Series B Equipment
\nNote for cash (net of any applicable costs and expenses of such sale) or (iv) if
\na Deemed Disposition Event has occurred<\/p>\n<\/p>\n

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with respect to such Series B Equipment Note, the outstanding principal
\namount of such Series B Equipment Note; provided<\/em>, however, that if more
\nthan one of the clauses (i), (ii), (iii) and (iv) is applicable to any one
\nSeries B Equipment Note, only the amount determined pursuant to the clause that
\nfirst became applicable shall be counted with respect to such Series B Equipment
\nNote.<\/p>\n<\/p>\n

“Eligible Deposit Account<\/em><\/strong>” means either (a) a
\nsegregated account with an Eligible Institution or (b) a segregated trust
\naccount with the corporate trust department of a depository institution
\norganized under the laws of the United States of America or any one of the
\nstates thereof or the District of Columbia (or any U.S. branch of a foreign
\nbank), having corporate trust powers and acting as trustee for funds deposited
\nin such account, so long as any of the securities of such depository institution
\nhas a Long-Term Rating of at least A- or its equivalent from S&P or at least
\nA3 or its equivalent from Moody’s. An Eligible Deposit Account may be maintained
\nwith the Subordination Agent or a Liquidity Provider so long as the
\nSubordination Agent or such Liquidity Provider is an Eligible Institution;
\nprovided, <\/em>that the Subordination Agent, in its individual capacity, or
\nsuch Liquidity Provider shall have waived all rights of set-off and counterclaim
\nwith respect to such account.<\/p>\n<\/p>\n

“Eligible Institution<\/em><\/strong>” means (a) the corporate
\ntrust department of the Subordination Agent or any Trustee, as applicable, or
\n(b) a depository institution organized under the laws of the United States of
\nAmerica or any one of the states thereof or the District of Columbia (or any
\nU.S. branch of a foreign bank), which has a Long Term Rating from each Rating
\nAgency of at least A- or its equivalent by S&P or at least A3 or its
\nequivalent by Moody’s.<\/p>\n<\/p>\n

“Eligible Investments<\/em><\/strong>” means investments in (a)
\nobligations of the United States government or agencies thereof, or obligations
\nguaranteed by the United States government, (b) open market commercial paper of
\nany corporation incorporated under the laws of the United States or any state
\nthereof having a Short-Term Rating of at least A-1 or its equivalent by S&P
\nor at least P-1 or its equivalent by Moody’s, (c) certificates of deposit issued
\nby commercial banks organized under the laws of the United States or of any
\npolitical subdivision thereof (or any United States branch of a foreign bank)
\nhaving a combined capital and surplus in excess of $500,000,000 which banks or
\ntheir holding companies have a Long-Term Rating of at least A or its equivalent
\nby S&P or at least A2 or its equivalent by Moody’s; provided<\/em>,
\nhowever, that the aggregate amount at any one time invested in certificates of
\ndeposit issued by any one bank shall not be in excess of 5% of such bank’s
\ncapital and surplus, (d) Dollar denominated offshore certificates of deposit
\nissued by, or offshore time deposits with, any commercial bank described in
\nclause (c) or any subsidiary thereof, and (e) repurchase agreements with any
\nfinancial institution having combined capital and surplus of at least
\n$500,000,000 with any of the obligations described in clauses (a) through (d) as
\ncollateral. If none of the above investments is available, the entire amounts to
\nbe invested may be used to purchase Federal funds from an entity described in
\nclause (c). All Eligible Investments must be held in an Eligible Deposit
\nAccount. Any of the investments described herein may be made through or with, as
\napplicable, the bank acting as Trustee or its Affiliates.<\/p>\n<\/p>\n

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\n

“Equipment Note Special Payment<\/em><\/strong>” means a Special
\nPayment on account of the redemption, purchase or prepayment of all of the
\nEquipment Notes issued pursuant to an Indenture.<\/p>\n<\/p>\n

“Equipment Notes<\/em><\/strong>” means, at any time, the Series A
\nEquipment Notes and, if issued, the Series B Equipment Notes and in either case,
\nany Equipment Notes issued in exchange therefor or replacement thereof pursuant
\nto the terms of the Indentures.<\/p>\n<\/p>\n

“Escrow Agent<\/em><\/strong>” means U.S. Bank National
\nAssociation, as escrow agent under each Escrow and Paying Agent Agreement,
\ntogether with its successors in such capacity.<\/p>\n<\/p>\n

“Escrow and Paying Agent Agreement<\/em><\/strong>” means the
\nEscrow and Paying Agent Agreement (Class A) dated as of the date hereof, among
\nthe Escrow Agent, the Underwriters, the Class A Trustee and the Paying Agent, as
\nthe same may be amended, modified or supplemented from time to time in
\naccordance with the terms thereof.<\/p>\n<\/p>\n

“Escrow Receipts<\/em><\/strong>” has the meaning assigned to such
\nterm in the Escrow and Paying Agent Agreement.<\/p>\n<\/p>\n

“Excess Liquidity Obligations<\/em><\/strong>” means, with respect
\nto an Indenture, the amounts payable under clauses (a), (b), (c), (d), (e) and
\n(f) of Section 2.14 of such Indenture.<\/p>\n<\/p>\n

“Expected Distributions<\/em><\/strong>” means, with respect to the
\nCertificates of any Trust on any Current Distribution Date, the difference
\nbetween (A) the Pool Balance of such Certificates as of the immediately
\npreceding Distribution Date (or, if the Current Distribution Date is the first
\nDistribution Date after the date of issuance of such Certificates, the original
\naggregate face amount of the Certificates of such Trust) and (B) the Pool
\nBalance of such Certificates as of the Current Distribution Date calculated on
\nthe basis that (i) the principal of any Non-Performing Equipment Notes held in
\nsuch Trust has been paid in full and such payments have been distributed to the
\nholders of such Certificates, (ii) the principal of any Performing Equipment
\nNotes held in such Trust has been paid when due (whether at stated maturity or
\nupon prepayment or purchase or otherwise, but without giving effect to any
\nAcceleration of Performing Equipment Notes) and such payments have been
\ndistributed to the holders of such Certificates and (iii) the principal of any
\nEquipment Notes formerly held in such Trust that have been sold pursuant to the
\nterms hereof has been paid in full and such payments have been distributed to
\nthe holders of such Certificates, but, in the case of the Class A Certificates,
\nwithout giving effect to any reduction in the Pool Balance as a result of any
\ndistribution attributable to Deposits occurring after the immediately preceding
\nDistribution Date (or, if the Current Distribution Date is the first
\nDistribution Date, occurring after the initial issuance of the Class A
\nCertificates). For purposes of calculating Expected Distributions with respect
\nto the Certificates of any Trust, any Premium paid on the Equipment Notes held
\nin such Trust which has not been distributed to the Certificateholders of such
\nTrust (other than such Premium or a portion thereof applied to the payment of
\ninterest in respect of the Certificates of such Trust or the reduction of the
\nPool Balance of such Trust) shall be added to the amount of such Expected
\nDistributions.<\/p>\n<\/p>\n

“Expiry Date<\/em><\/strong>” with respect to any Liquidity
\nFacility, has the meaning specified in such Liquidity Facility.<\/p>\n<\/p>\n

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\n

\n

“Fee Letter<\/em><\/strong>” means any fee letter entered into
\namong the Subordination Agent, American and a Liquidity Provider and
\n“Fee Letters<\/em><\/strong>” has a correlative meaning.<\/p>\n<\/p>\n

“Final Distributions<\/em><\/strong>” means, with respect to the
\nCertificates of any Trust on any Distribution Date, the sum of (x) the aggregate
\namount of all accrued and unpaid interest on such Certificates (excluding, in
\nthe case of the Class A Certificates, interest, if any, payable with respect to
\nthe Deposits) and (y) the Pool Balance of such Certificates as of the
\nimmediately preceding Distribution Date (less, in the case of the Class A Trust,
\nthe amount of Deposits as of such preceding Distribution Date other than any
\nportion of such Deposits thereafter used to acquire Equipment Notes pursuant to
\nthe Note Purchase Agreement). For purposes of calculating Final Distributions
\nwith respect to the Certificates of any Trust, any Premium paid on the Equipment
\nNotes held in such Trust which has not been distributed to the
\nCertificateholders of such Trust (other than such Premium or a portion thereof
\napplied to the payment of interest on the Certificates of such Trust or the
\nreduction of the Pool Balance of such Trust) shall be added to the amount of
\nsuch Final Distributions.<\/p>\n<\/p>\n

“Final Drawing<\/em><\/strong>” has the meaning specified in
\nSection 3.05(i).<\/p>\n<\/p>\n

“Final Legal Distribution Date<\/em><\/strong>” means (i) with
\nrespect to the Class A Certificates, April 15, 2023 and (ii) with respect to the
\nClass B Certificates, a date to be determined as such for the Class B
\nCertificates.<\/p>\n<\/p>\n

“Fractional Undivided Interest<\/em><\/strong>” means the
\nfractional undivided interest in a Trust that is represented by a Certificate
\nrelating to such Trust.<\/p>\n<\/p>\n

“Indenture<\/em><\/strong>” means each of the Indenture and
\nSecurity Agreements entered into by the Loan Trustee and American pursuant to
\nthe Note Purchase Agreement, in each case, as the same may be amended,
\nsupplemented or otherwise modified from time to time in accordance with its
\nterms.<\/p>\n<\/p>\n

“Indenture Event of Default<\/em><\/strong>” means, with respect to
\nany Indenture, any Event of Default (as such term is defined in such Indenture)
\nthereunder.<\/p>\n<\/p>\n

“Interest Drawing<\/em><\/strong>” has the meaning specified in
\nSection 3.05(a).<\/p>\n<\/p>\n

“Interest Payment Date<\/em><\/strong>” means, with respect to any
\nLiquidity Facility, each date on which interest is due and payable under such
\nLiquidity Facility on a Downgrade Drawing, Non-Extension Drawing, Special
\nTermination Drawing or Final Drawing thereunder, other than any such date on
\nwhich interest is due and payable under such Liquidity Facility only on an
\nApplied Provider Advance (as such term is defined in such Liquidity Facility).\n<\/p>\n<\/p>\n

“Investment Earnings<\/em><\/strong>” means investment earnings on
\nfunds on deposit in the Trust Accounts net of losses and the Subordination
\nAgent’s reasonable expenses in making such investments.<\/p>\n<\/p>\n

“Lending Office<\/em><\/strong>” has the meaning specified in the
\napplicable Liquidity Facility.<\/p>\n<\/p>\n

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\n

\n

“Lien<\/em><\/strong>” means any mortgage, pledge, lien, charge,
\nclaim, disposition of title, encumbrance, lease, sublease or security interest
\nof any kind, including, without limitation, any of the foregoing arising under
\nany conditional sales or other title retention agreement.<\/p>\n<\/p>\n

“Liquidity Event of Default<\/em><\/strong>“, with respect to any
\nLiquidity Facility, has the meaning specified in such Liquidity Facility.<\/p>\n<\/p>\n

“Liquidity Expenses<\/em><\/strong>” means the Class A Liquidity
\nExpenses and the Class B Liquidity Expenses.<\/p>\n<\/p>\n

“Liquidity Facility<\/em><\/strong>” means, at any time, the Class
\nA Liquidity Facility or the Class B Liquidity Facility, as applicable.<\/p>\n<\/p>\n

“Liquidity Obligations<\/em><\/strong>” means the Class A Liquidity
\nObligations and the Class B Liquidity Obligations.<\/p>\n<\/p>\n

“Liquidity Provider<\/em><\/strong>” means, at any time, the Class
\nA Liquidity Provider or, if the Class B Liquidity Facility shall have been
\nprovided, the Class B Liquidity Provider, as applicable.<\/p>\n<\/p>\n

“Loan Trustee<\/em><\/strong>” means, with respect to any
\nIndenture, the bank, trust company or other financial institution designated as
\nloan trustee thereunder, and any successor to such loan trustee.<\/p>\n<\/p>\n

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

“LP Incumbency Certificate<\/em><\/strong>” has the meaning
\nspecified in Section 2.05(c).<\/p>\n<\/p>\n

“LP Representatives<\/em><\/strong>” has the meaning specified in
\nSection 2.05(c).<\/p>\n<\/p>\n

“Majority in Interest of Noteholders<\/em><\/strong>“, with respect
\nto any Indenture, has the meaning specified in such Indenture.<\/p>\n<\/p>\n

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

“Moody’s<\/em><\/strong>” means Moody’s Investors Service, Inc.\n<\/p>\n<\/p>\n

“Non-Controlling Party<\/em><\/strong>” means, at any time, any
\nTrustee or Liquidity Provider which is not the Controlling Party at such time.\n<\/p>\n<\/p>\n

“Non-Extended Facility<\/em><\/strong>” has the meaning specified
\nin Section 3.05(d).<\/p>\n<\/p>\n

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13<\/p>\n

\n

\n

“Non-Extension Drawing<\/em><\/strong>” has the meaning specified
\nin Section 3.05(d).<\/p>\n<\/p>\n

“Non-Performing Equipment Note<\/em><\/strong>” means an Equipment
\nNote issued pursuant to an Indenture that is not a Performing Equipment Note.\n<\/p>\n<\/p>\n

“Note Purchase Agreement<\/em><\/strong>” means the Note Purchase
\nAgreement, dated as of the date hereof, among American, the Class A Trustee, the
\nEscrow Agent, the Subordination Agent and the Paying Agent, as amended,
\nsupplemented or otherwise modified from time to time in accordance with its
\nterms.<\/p>\n<\/p>\n

“Note Target Price<\/em><\/strong>” means, for any Equipment Note
\nissued under any Indenture, (i) the aggregate outstanding principal amount of
\nsuch Equipment Note, plus (ii) the accrued and unpaid interest thereon, together
\nwith all other sums owing on or in respect of such Equipment Note under such
\nIndenture (including, without limitation, enforcement costs incurred by the
\nSubordination Agent in respect of such Equipment Note).<\/p>\n<\/p>\n

“Notice Date<\/em><\/strong>” has the meaning specified in Section
\n3.05(d).<\/p>\n<\/p>\n

“Officer’s Certificate<\/em><\/strong>” of any Person means a
\ncertification signed by a Responsible Officer of such Person.<\/p>\n<\/p>\n

“Operative Agreements<\/em><\/strong>” means this Agreement, the
\nLiquidity Facilities, the Fee Letters, the Indentures, the Trust Agreements, the
\nParticipation Agreements, the Equipment Notes and the Certificates, together
\nwith all exhibits and schedules included with any of the foregoing.<\/p>\n<\/p>\n

“Outstanding<\/em><\/strong>” means, when used with respect to each
\nClass of Certificates, as of the date of determination, all Certificates of such
\nClass theretofore authenticated and delivered under the related Trust Agreement,
\nexcept:<\/p>\n<\/p>\n

(i) Certificates of such Class theretofore canceled by the Registrar (as
\ndefined in such Trust Agreement) or delivered to the Trustee thereunder or such
\nRegistrar for cancellation;<\/p>\n<\/p>\n

(ii) all of the Certificates of such Class for which money in the full amount
\nrequired to make the Final Distribution with respect to such Certificates
\npursuant to Section 11.01 of such Trust Agreement has been theretofore deposited
\nwith the related Trustee in trust for the holders of such Certificates as
\nprovided in Section 4.01 of such Trust Agreement, pending distribution of such
\nmoney to such Certificateholders pursuant to such Final Distribution payment;
\nand<\/p>\n<\/p>\n

(iii) Certificates of such Class in exchange for or in lieu of which other
\nCertificates of such Class have been authenticated and delivered pursuant to
\nsuch Trust Agreement;<\/p>\n<\/p>\n

provided<\/em>, however, that in determining whether the holders of the
\nrequisite Fractional Undivided Interest of such Certificates have given any
\nrequest, demand, authorization, direction, notice, consent or waiver hereunder,
\nany Certificates owned by American or any of its Affiliates shall be<\/p>\n<\/p>\n

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\n

\n

disregarded and deemed not to be Outstanding except that, in determining
\nwhether the Trustee of the applicable Trust shall be protected in relying upon
\nany such request, demand, authorization, direction, notice, consent or waiver,
\nonly Certificates that such Trustee knows to be so owned shall be so
\ndisregarded. Notwithstanding the foregoing, (x) if American and its Affiliates
\nown 100% of the Certificates of any Class, such Certificates shall not be so
\ndisregarded and (y) if any amount of such Certificates owned by American and its
\nAffiliates have been pledged in good faith, such Certificates shall not be
\ndisregarded if the pledgee establishes to the satisfaction of the applicable
\nTrustee the pledgee’s right so to act with respect to such Certificates and that
\nthe pledgee is not American or any of its Affiliates.<\/p>\n<\/p>\n

“Overdue Scheduled Payment<\/em><\/strong>” means any Scheduled
\nPayment which is not in fact received by the Subordination Agent within five
\ndays after the Scheduled Payment Date relating thereto.<\/p>\n<\/p>\n

“Parent<\/em><\/strong>” means AMR Corporation, a Delaware
\ncorporation, together with any successor in interest pursuant to Section 5.02 of
\nthe Trust Agreements.<\/p>\n<\/p>\n

“Parent Guarantee<\/em><\/strong>” means the Guarantee, dated as of
\nOctober 4, 2011, from the Parent to U.S. Bank Trust National Association, in its
\nindividual capacity and as Class A Trustee, Subordination Agent and Loan
\nTrustee, as the same may be amended, supplemented or otherwise modified from
\ntime to time in accordance with its terms.<\/p>\n<\/p>\n

“Participation Agreement<\/em><\/strong>” means, with respect to
\neach Indenture, the “Participation Agreement” referred to therein, as the same
\nmay be amended, supplemented or otherwise modified from time to time in
\naccordance with its terms.<\/p>\n<\/p>\n

“Payees<\/em><\/strong>” has the meaning specified in Section
\n2.04(c).<\/p>\n<\/p>\n

“Paying Agent<\/em><\/strong>” means U.S. Bank Trust National
\nAssociation, as paying agent under each Escrow and Paying Agent Agreement,
\ntogether with its successors in such capacity.<\/p>\n<\/p>\n

“Paying Agent Account<\/em><\/strong>” has the meaning assigned to
\nsuch term in the Escrow and Paying Agent Agreements.<\/p>\n<\/p>\n

“Payment Default<\/em><\/strong>” with respect to any Indenture,
\nhas the meaning specified in such Indenture.<\/p>\n<\/p>\n

“Performing Equipment Note<\/em><\/strong>” means an Equipment Note
\nissued pursuant to an Indenture with respect to which no Payment Default has
\noccurred and is continuing (without giving effect to any Acceleration);
\nprovided<\/em>, that in the event of a bankruptcy proceeding in which
\nAmerican is a debtor under the Bankruptcy Code, (i) any payment default
\noccurring before the date of the order for relief in such proceeding shall not
\nbe taken into consideration during the 60-Day Period (or such longer period as
\nmay apply under Section 1110(b) of the Bankruptcy Code) (the “Section 1110
\nPeriod”), (ii) any payment default occurring after the date of the order for
\nrelief in such proceeding shall not be taken into consideration if such payment
\ndefault is cured under Section 1110(a)(2)(B) of the Bankruptcy Code before the
\nlater of 30 days after the date of such default or the expiration of the Section
\n1110 Period and (iii) any payment default occurring after the Section 1110
\nPeriod will not be taken into consideration if such<\/p>\n<\/p>\n

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15<\/p>\n

\n

\n

payment default is cured before the end of the grace period, if any, set
\nforth in the related Indenture.<\/p>\n<\/p>\n

“Performing Note Deficiency<\/em><\/strong>” means any time that
\nless than 65% of the then aggregate outstanding principal amount of all
\nEquipment Notes (other than any Additional Equipment Notes issued under any
\nIndenture) are Performing Equipment Notes.<\/p>\n<\/p>\n

“Person<\/em><\/strong>” means any individual, corporation, limited
\nliability company, partnership, joint venture, association, joint-stock company,
\ntrust, trustee, unincorporated organization or government or any agency or
\npolitical subdivision thereof.<\/p>\n<\/p>\n

“Pool Balance<\/em><\/strong>” means, with respect to the
\nCertificates of any Class, as of any date, (i) the original aggregate face
\namount of the Certificates of such Class less (ii) the aggregate amount of all
\ndistributions made in respect of such Certificates of such Class or (in the case
\nof the Class A Certificates) in respect of Deposits, other than distributions
\nmade as of such date in respect of interest or Premium or reimbursement of any
\ncosts or expenses incurred in connection therewith. The Pool Balance as of any
\nDistribution Date with respect to each Class shall be computed after giving
\neffect to any distribution with respect to unused Deposits (in the case of the
\nClass A Certificates), the payment of principal, if any, on the Equipment Notes
\nor payment with respect to other Trust Property held in the related Trust and
\nthe distribution thereof to be made on such date.<\/p>\n<\/p>\n

“Post-Default Appraisal<\/em><\/strong>” has the meaning specified
\nin Section 4.1(a)(iv).<\/p>\n<\/p>\n

“Premium<\/em><\/strong>” means any “Make-Whole
\nAmount<\/em><\/strong>” as such term is defined in any Indenture.<\/p>\n<\/p>\n

“Proceeding<\/em><\/strong>” means any suit in equity, action at
\nlaw or other judicial or administrative proceeding.<\/p>\n<\/p>\n

“PTC Event of Default<\/em><\/strong>” means, with respect to each
\nTrust Agreement, the failure to distribute within 10 Business Days after the
\napplicable Distribution Date: (i) the outstanding Pool Balance of the applicable
\nClass of Certificates on the Final Legal Distribution Date for such Class or
\n(ii) interest scheduled for distribution on such Certificates on any
\nDistribution Date (unless, in the case of the Class A Trust Agreement or the
\nClass B Trust Agreement, the Subordination Agent shall have made an Interest
\nDrawing or a withdrawal from the Cash Collateral Account relating to a Liquidity
\nFacility for such Class, with respect thereto in an aggregate amount sufficient
\nto pay such interest and shall have distributed such amount to the Trustee
\nentitled thereto).<\/p>\n<\/p>\n

“Rating Agencies<\/em><\/strong>” means, with respect to any Class
\nof Certificates, collectively, at any time, each nationally recognized rating
\nagency which shall have been requested to rate such Class of Certificates and
\nwhich shall then be rating such Class of Certificates. The initial Rating
\nAgencies for the Class A Certificates will be Moody’s and S&P.<\/p>\n<\/p>\n

“Ratings Confirmation<\/em><\/strong>” means, with respect to any
\naction proposed to be taken, with respect to any Class of Certificates, a
\nwritten confirmation from each of the Rating Agencies to the effect that such
\naction would not result in (i) a reduction of the rating for such<\/p>\n<\/p>\n

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\n

\n

Class of Certificates below the then current rating for such Class of
\nCertificates or (ii) a withdrawal or suspension of the rating of such Class of
\nCertificates.<\/p>\n<\/p>\n

“Refinancing Certificateholders<\/em><\/strong>” has the meaning
\nspecified in Section 8.01(c).<\/p>\n<\/p>\n

“Refinancing Certificates<\/em><\/strong>” has the meaning
\nspecified in Section 8.01(c).<\/p>\n<\/p>\n

“Refinancing Equipment Notes<\/em><\/strong>” has the meaning
\nspecified in Section 8.01(c).<\/p>\n<\/p>\n

“Refinancing Trust Agreement<\/em><\/strong>” has the meaning
\nspecified in Section 8.01(c).<\/p>\n<\/p>\n

“Refinancing Trust<\/em><\/strong>” has the meaning specified in
\nSection 8.01(c).<\/p>\n<\/p>\n

“Refinancing Trustee<\/em><\/strong>” has the meaning specified in
\nSection 8.01(c).<\/p>\n<\/p>\n

“Register<\/em><\/strong>“, with respect to any Trust, has the
\nmeaning ascribed to such term in the Trust Agreement for such Trust.<\/p>\n<\/p>\n

“Regular Distribution Dates<\/em><\/strong>” means each April 15
\nand each October 15, commencing on April 15, 2012; provided<\/em>,
\nhowever<\/em>, that, if any such day shall not be a Business Day, the related
\ndistribution shall be made on the next succeeding Business Day without
\nadditional interest.<\/p>\n<\/p>\n

“Replacement Airframe<\/em><\/strong>” has the meaning specified in
\nSection 6.11.<\/p>\n<\/p>\n

“Replacement Depositary<\/em><\/strong>” has the meaning specified
\nin the Note Purchase Agreement.<\/p>\n<\/p>\n

“Replacement Liquidity Facility<\/em><\/strong>” means, for any
\nLiquidity Facility, an irrevocable revolving credit agreement (or agreements) in
\nsubstantially the form of the replaced Liquidity Facility, including
\nreinstatement provisions, or in such other form (which may include a letter of
\ncredit, surety bond, financial insurance policy or guaranty) as shall permit the
\nRating Agencies to confirm in writing their respective ratings then in effect
\nfor the Certificates of the Class with respect to which such Liquidity Facility
\nwas issued (before downgrading of such ratings, if any, as a result of the
\ndowngrading, if any, of the applicable Liquidity Provider), in a face amount (or
\nin an aggregate face amount) equal to the applicable Required Amount and issued
\nby a Person (or Persons) having Short-Term Ratings issued by the applicable
\nRating Agencies that are equal to or higher than the Threshold Rating specified
\nin clause (i) of the definition of Threshold Rating or if such Person (or
\nPersons) does not have a Short-Term Rating from a given applicable Rating
\nAgency, a Long-Term Rating issued by such applicable Rating Agency that is equal
\nto or higher than the Threshold Rating specified in clause (ii) of the
\ndefinition of Threshold Rating. Without limitation of the form that a
\nReplacement Liquidity Facility otherwise may have pursuant to the preceding
\nsentence, a Replacement Liquidity Facility for any Class of Certificates may
\nhave a stated expiration date earlier than 15 days after the Final Legal
\nDistribution Date of such Class of Certificates so long as such Replacement
\nLiquidity Facility provides for a Non-Extension Drawing as contemplated by
\nSection 3.05(d) hereof.<\/p>\n<\/p>\n

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17<\/p>\n

\n

\n

“Replacement Liquidity Provider<\/em><\/strong>” means a Person (or
\nPersons) who issues a Replacement Liquidity Facility.<\/p>\n<\/p>\n

“Required Amount<\/em><\/strong>” means, with respect to each
\nLiquidity Facility or the Cash Collateral Account for any Class, for any day,
\nthe sum of the aggregate amount of interest, calculated at the rate per annum
\nequal to the Stated Interest Rate for the Class A Certificates on the basis of a
\n360-day year comprised of twelve 30-day months, that would be distributable on
\nsuch Class of Certificates on each of the three successive Regular Distribution
\nDates immediately following such day, in each case calculated on the basis of
\nthe Pool Balance of such Class of Certificates on such date and without regard
\nto expected future distributions of principal on such Class of Certificates.\n<\/p>\n<\/p>\n

“Responsible Officer<\/em><\/strong>” means (i) with respect to the
\nSubordination Agent and each of the Trustees, any officer in the Corporate Trust
\nDepartment or similar department of the Subordination Agent or such Trustee, as
\nthe case may be, or any other officer customarily performing functions similar
\nto those performed by the persons who at the time shall be such officers or to
\nwhom any corporate trust matter is referred because of his knowledge of and
\nfamiliarity with a particular subject, and (ii) with respect to any Liquidity
\nProvider, any authorized officer of such Liquidity Provider.<\/p>\n<\/p>\n

“S&P<\/em><\/strong>” means Standard & Poor’s Ratings
\nServices, a Standard & Poor’s Financial Services LLC business.<\/p>\n<\/p>\n

“Scheduled Payment<\/em><\/strong>” means, with respect to any
\nEquipment Note, (i) any payment of principal or interest on such Equipment Note
\n(other than an Overdue Scheduled Payment) or (ii) any distribution in respect of
\ninterest on such Equipment Note to the Certificateholders of Certificates of the
\ncorresponding Class of Certificates with funds drawn under the Liquidity
\nFacility for such Class or withdrawn from the Cash Collateral Account for such
\nClass, which payment in the case of clause (i) or clause (ii) represents an
\ninstallment of principal on such Equipment Note at the stated maturity of such
\ninstallment, or the payment of regularly scheduled interest accrued on the
\nunpaid principal amount of such Equipment Note, or both; provided<\/em>,
\nhowever, that any payment of principal, Premium, if any, or interest resulting
\nfrom the redemption or purchase of any Equipment Note shall not constitute a
\nScheduled Payment.<\/p>\n<\/p>\n

“Scheduled Payment Date<\/em><\/strong>” means, with respect to any
\nScheduled Payment, the date on which such Scheduled Payment is scheduled to be
\nmade.<\/p>\n<\/p>\n

“Section 2.04 Fraction<\/em><\/strong>” means, with respect to any
\nSpecial Distribution Date, a fraction, the numerator of which shall be the
\namount of principal of the applicable Series A Equipment Notes and Series B
\nEquipment Notes being redeemed, purchased or prepaid on such Special
\nDistribution Date, and the denominator of which shall be the aggregate unpaid
\nprincipal amount of all Series A Equipment Notes and Series B Equipment Notes
\noutstanding as of such Special Distribution Date immediately before giving
\neffect to such redemption, purchase or prepayment.<\/p>\n<\/p>\n

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“Series A Equipment Notes<\/em><\/strong>” means the equipment
\nnotes, if any, issued pursuant to each Indenture by American and authenticated
\nby the Loan Trustee thereunder, and designated “Series A Equipment Notes”
\nthereunder, and any such Equipment Notes issued in exchange therefor or
\nreplacement thereof pursuant to the terms of such Indenture.<\/p>\n<\/p>\n

“Series B Equipment Notes<\/em><\/strong>” means the equipment
\nnotes, if any, issued pursuant to each Indenture by American and authenticated
\nby the Loan Trustee thereunder, and designated “Series B Equipment Notes”
\nthereunder, and any such Equipment Notes issued in exchange therefor or
\nreplacement thereof pursuant to the terms of such Indenture.<\/p>\n<\/p>\n

“60-Day Period<\/em><\/strong>” means 60-day period specified in
\nSection 1110(a)(2)(A) of the Bankruptcy Code.<\/p>\n<\/p>\n

“Short-Term Rating<\/em><\/strong>” means, for any entity, (a) in
\nthe case of Moody’s, the short-term senior unsecured debt rating of such entity
\nand (b) in the case of S&P, the short-term issuer credit rating of such
\nentity.<\/p>\n<\/p>\n

“Special Distribution Date<\/em><\/strong>” means, with respect to
\nany Special Payment, the Business Day chosen by the Subordination Agent pursuant
\nto Section 2.04(a) for the distribution of such Special Payment in accordance
\nwith this Agreement.<\/p>\n<\/p>\n

“Special Payment<\/em><\/strong>” means any payment (other than a
\nScheduled Payment) in respect of, or any proceeds of, any Equipment Note or
\nCollateral.<\/p>\n<\/p>\n

“Special Payments Account<\/em><\/strong>” means the Eligible
\nDeposit Account created pursuant to Section 2.02(a) as a sub-account to the
\nCollection Account.<\/p>\n<\/p>\n

“Special Termination Drawing<\/em><\/strong>” has the meaning
\nassigned to such term in Section 3.05(k).<\/p>\n<\/p>\n

“Special Termination Notice<\/em><\/strong>” with respect to any
\nLiquidity Facility has the meaning assigned to such term (if such term is used
\ntherein) in such Liquidity Facility.<\/p>\n<\/p>\n

“Stated Amount<\/em><\/strong>” with respect to any Liquidity
\nFacility, means the Maximum Commitment (as defined in such Liquidity Facility)
\nof the applicable Liquidity Provider thereunder.<\/p>\n<\/p>\n

“Stated Expiration Date<\/em><\/strong>” has the meaning specified
\nin Section 3.05(d).<\/p>\n<\/p>\n

“Stated Interest Rate<\/em><\/strong>” means with respect to (i)
\nthe Class A Certificates, 8.625% per annum and (ii) with respect to the Class B
\nCertificates, the rate per annum determined as such for the Class B
\nCertificates.<\/p>\n<\/p>\n

“Subordination Agent<\/em><\/strong>” has the meaning specified in
\nthe introductory paragraph to this Agreement.<\/p>\n<\/p>\n

“Subordination Agent Incumbency Certificate<\/em><\/strong>” has
\nthe meaning specified in Section 2.05(a).<\/p>\n<\/p>\n

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“Subordination Agent Representatives<\/em><\/strong>” has the
\nmeaning specified in Section 2.05(a).<\/p>\n<\/p>\n

“Substitute Airframe<\/em><\/strong>” has the meaning specified in
\nSection 6.11.<\/p>\n<\/p>\n

“Tax<\/em><\/strong>” and “Taxes<\/em><\/strong>” means
\nall governmental fees (including, without limitation, license, filing and
\nregistration fees) and all taxes (including, without limitation, franchise,
\nexcise, stamp, value added, income, gross receipts, sales, use and property
\ntaxes), withholdings, assessments, levies, imposts, duties or charges, of any
\nnature whatsoever, together with any related penalties, fines, additions to tax
\nor interest thereon imposed, withheld, levied or assessed by any country, taxing
\nauthority or governmental subdivision thereof or therein or by any international
\nauthority, including any taxes imposed on any Person as a result of such Person
\nbeing required to collect and pay over withholding taxes.<\/p>\n<\/p>\n

“Termination Notice<\/em><\/strong>” has the meaning specified in
\nthe Liquidity Facility.<\/p>\n<\/p>\n

“Threshold Rating<\/em><\/strong>” means (i) a Short-Term Rating of
\nP-1 in the case of Moody’s and A-1 in the case of S&P and (ii) in the case
\nof any entity that does not have a Short-Term Rating from any or all of the
\nRating Agencies, then in lieu of such Short-Term Rating from any such Rating
\nAgency or Rating Agencies, a Long-Term Rating of A2 in the case of Moody’s and A
\nin the case of S&P.<\/p>\n<\/p>\n

“Treasury Regulations<\/em><\/strong>” means regulations, including
\nproposed or temporary regulations, promulgated under the Code. References herein
\nto specific provisions of proposed or temporary regulations shall include
\nanalogous provisions of final Treasury Regulations or other successor Treasury
\nRegulations.<\/p>\n<\/p>\n

“Triggering Event<\/em><\/strong>” means (x) the occurrence of an
\nIndenture Event of Default under all of the Indentures resulting in a PTC Event
\nof Default with respect to the most senior Class of Certificates then
\nOutstanding, (y) the Acceleration of all of the outstanding Equipment Notes;
\nprovided, <\/em>that, with respect to the period prior to the Delivery Period
\nTermination Date, the aggregate principal balance of such Equipment Notes is in
\nexcess of $410,000,000 or (z) the occurrence of an American Bankruptcy Event.\n<\/p>\n<\/p>\n

“Trust<\/em><\/strong>” means the Class A Trust or, if created, the
\nClass B Trust.<\/p>\n<\/p>\n

“Trust Accounts<\/em><\/strong>” has the meaning specified in
\nSection 2.02(a).<\/p>\n<\/p>\n

“Trust Agreement<\/em><\/strong>” means the Class A Trust Agreement
\nor the Class B Trust Agreement.<\/p>\n<\/p>\n

“Trust Property<\/em><\/strong>“, with respect to any Trust, has
\nthe meaning specified in the Trust Agreement for such Trust.<\/p>\n<\/p>\n

“Trust Supplement<\/em><\/strong>” means an agreement supplemental
\nto the Basic Agreement pursuant to which (i) a separate trust is created for the
\nbenefit of the holders of Certificates of a Class, (ii) the issuance of the
\nCertificates of a Class representing Fractional Undivided Interests<\/p>\n<\/p>\n

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in such trust is authorized and (iii) the terms of the Certificates of such
\nClass are established, as such agreement may from time to time be supplemented,
\namended or otherwise modified.<\/p>\n<\/p>\n

“Trustee<\/em><\/strong>” means the Class A Trustee or, if the
\nClass B Trust shall have been created, the Class B Trustee.<\/p>\n<\/p>\n

“Trustee Incumbency Certificate<\/em><\/strong>” has the meaning
\nspecified in Section 2.05(b).<\/p>\n<\/p>\n

“Trustee Representatives<\/em><\/strong>” has the meaning specified
\nin Section 2.05(b).<\/p>\n<\/p>\n

“Unapplied Provider Advance<\/em><\/strong>” has the meaning
\nspecified in the applicable Liquidity Facility.<\/p>\n<\/p>\n

“Underwriters<\/em><\/strong>” means Morgan Stanley & Co. LLC,
\nDeutsche Bank Securities Inc., Goldman, Sachs & Co., Credit Suisse
\nSecurities (USA) LLC and Citigroup Global Markets Inc.<\/p>\n<\/p>\n

“Underwriting Agreement<\/em><\/strong>” means the Underwriting
\nAgreement, dated September 27, 2011, among the Underwriters and American, as the
\nsame may be amended, supplemented or otherwise modified from time to time in
\naccordance with its terms.<\/p>\n<\/p>\n

“United States<\/em><\/strong>” means the United States of America.\n<\/p>\n<\/p>\n

“U.S. Bank<\/em><\/strong>” has the meaning specified in the
\nintroductory paragraph of this Agreement.<\/p>\n<\/p>\n

“Withdrawal Notice<\/em><\/strong>” has the meaning specified in
\nSection 3.05(d).<\/p>\n<\/p>\n

“Written Notice<\/em><\/strong>” means, from the Subordination
\nAgent, any Trustee or Liquidity Provider, a written instrument executed by the
\nDesignated Representative of such Person. An invoice delivered by the Liquidity
\nProviders pursuant to Section 3.01 in accordance with its normal invoicing
\nprocedures shall constitute Written Notice under such Section.<\/p>\n<\/p>\n

ARTICLE II<\/strong><\/p>\n

\n

TRUST ACCOUNTS; CONTROLLING PARTY<\/strong><\/p>\n

\n

Section 2.01. Agreement to Terms of Subordination; Payments from Monies
\nReceived Only<\/u>. (a) Each of the Class A Trustee and, upon accession hereto,
\nthe Class B Trustee hereby (i) acknowledges and agrees to the terms of
\nsubordination and distribution set forth in this Agreement in respect of each
\nClass of Certificates and (ii) agrees to enforce such provisions and cause all
\npayments in respect of the Equipment Notes held by the Subordination Agent and
\nthe Liquidity Facilities to be applied in accordance with the terms of this
\nAgreement. In addition, each of the Class A Trustee, and upon accession hereto,
\nthe Class B Trustee hereby agrees to cause the Equipment Notes purchased by the
\nrelated Trust to be registered in the name of the Subordination Agent or its
\nnominee, as agent and trustee for such Trustee, to be held in trust by the
\nSubordination Agent solely for the purpose of facilitating the enforcement of
\nthe subordination and other provisions of this Agreement.<\/p>\n<\/p>\n

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(b) Except as otherwise expressly provided in the next succeeding sentence of
\nthis Section 2.01(b), all payments to be made by the Subordination Agent
\nhereunder shall be made only from amounts received by it that constitute
\nScheduled Payments, Special Payments and other payments under the Operative
\nAgreements, including payments under Section 4.02 of the Participation
\nAgreements and Section 2.14 of the Indentures, and only to the extent that the
\nSubordination Agent shall have received sufficient income or proceeds therefrom
\nto enable it to make such payments in accordance with the terms hereof. Each of
\nthe Class A Trustee and, upon accession hereto, the Class B Trustee and the
\nSubordination Agent hereby agrees, and each Certificateholder, by its acceptance
\nof a Certificate, and each Liquidity Provider, by entering into the Liquidity
\nFacility to which it is or will be a party, has agreed or will agree, as
\napplicable, to look solely to such amounts to the extent available for
\ndistribution to it as provided in this Agreement, (in the case of the Class A
\nCertificateholders only) the Deposits or the applicable Trust Agreement, as the
\ncase may be, and that none of the Trustees, the Loan Trustees or the
\nSubordination Agent is personally liable to any of them for any amounts payable
\nor any liability arising under this Agreement, any Trust Agreement, any
\nLiquidity Facility or such Certificate, except (in the case of the Subordination
\nAgent) as expressly provided herein or (in the case of the Trustees) as
\nexpressly provided herein and in each Trust Agreement or (in the case of the
\nLoan Trustees) as expressly provided in any Operative Agreement.<\/p>\n<\/p>\n

(c) Notwithstanding anything to the contrary in this Agreement and in the
\nother Operative Agreements, the Certificates do not represent indebtedness of
\nthe related Trust, and references in this Agreement and the Operative Agreements
\nto accrued interest or principal amounts payable on the Certificates of any
\nClass are included only for computational purposes. For purposes of such
\ncomputations, the Certificates of any Class shall be deemed to be comprised of
\ninterest and principal components, with the principal component deemed to be the
\nPool Balance, and the interest component deemed to equal interest accruing at
\nthe Stated Interest Rate for such Class of Certificates from the later of (i)
\nthe date of the issuance thereof and (ii) the most recent but preceding
\nDistribution Date to which such interest was distributed, to, but excluding, the
\napplicable date of determination, such interest to be considered payable in
\narrears and to be calculated on the basis of a 360-day year comprised of twelve
\n30-day months.<\/p>\n<\/p>\n

Section 2.02. Trust Accounts<\/u>. (a) Upon the execution of this
\nAgreement, the Subordination Agent shall establish and maintain in its name (i)
\nthe Collection Account as an Eligible Deposit Account, bearing a designation
\nclearly indicating that the funds deposited therein are held in trust for the
\nbenefit of the Trustees, the Certificateholders and the Liquidity Providers, and
\n(ii) as a sub-account in the Collection Account, the Special Payments Account as
\nan Eligible Deposit Account, bearing a designation clearly indicating that the
\nfunds deposited therein are held in trust for the benefit of the Trustees, the
\nCertificateholders and the Liquidity Providers. The Subordination Agent shall
\nestablish and maintain the Cash Collateral Accounts pursuant to and under the
\ncircumstances set forth in Section 3.05(f). Upon such establishment and
\nmaintenance under Section 3.05(f), the Cash Collateral Accounts shall, together
\nwith the Collection Account, constitute the “Trust Accounts” hereunder. Without
\nlimiting the foregoing, all monies credited to the Trust Accounts shall be, and
\nshall remain, the property of the relevant Trust(s).<\/p>\n<\/p>\n

(b) Funds on deposit in the Trust Accounts shall be invested and reinvested
\nby the Subordination Agent in Eligible Investments selected by American or its
\ndesignated<\/p>\n<\/p>\n

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representative if such investments are reasonably available and have
\nmaturities no later than the earlier of (i) 90 days following the date of such
\ninvestment and (ii) the Business Day immediately preceding the Regular
\nDistribution Date or the date of the related distribution pursuant to Section
\n2.04, as the case may be, next following the date of such investment;
\nprovided<\/em>, however<\/em>, that, following the making of a
\nNon-Extension Drawing under any Liquidity Facility, the Subordination Agent
\nshall invest and reinvest the amounts in the applicable Cash Collateral Account
\nin Eligible Investments pursuant to the written instructions of the Liquidity
\nProvider funding such Drawing, and provided, further<\/em>,
\nhowever<\/em>, that upon the occurrence and during the continuation of a
\nTriggering Event, the Subordination Agent shall invest and reinvest the amounts
\non deposit in the Trust Accounts (other than amounts in the Cash Collateral
\nAccounts as a result of a Non-Extension Drawing, which shall be governed by the
\nforegoing proviso) in Eligible Investments in accordance with the written
\ninstructions of the Controlling Party. Unless otherwise expressly provided in
\nthis Agreement (including, without limitation, with respect to Investment
\nEarnings on amounts on deposit in the Cash Collateral Accounts, Section
\n3.05(f)), any Investment Earnings shall be deposited in the Collection Account
\nwhen received by the Subordination Agent and shall be applied by the
\nSubordination Agent in the same manner as the other amounts on deposit in the
\nCollection Account are to be applied. The Subordination Agent’s reasonable fees
\nand expenses actually incurred in making such investments and any losses
\nincurred in such investments shall be charged against the principal amount
\ninvested. The Subordination Agent shall not be liable for any loss resulting
\nfrom any investment, reinvestment or liquidation required to be made under this
\nAgreement other than by reason of its willful misconduct or negligence. Eligible
\nInvestments and any other investment required to be made hereunder shall be held
\nto their maturities except that any such investment may be sold (without regard
\nto its maturity) by the Subordination Agent without instructions whenever such
\nsale is necessary to make a distribution required under this Agreement.
\nUninvested funds held hereunder shall not earn or accrue interest.<\/p>\n<\/p>\n

(c) The Subordination Agent shall possess all right, title and interest in
\nall funds on deposit from time to time in the Trust Accounts and in all proceeds
\nthereof (including all income thereon, except as otherwise expressly provided
\nherein with respect to Investment Earnings). The Trust Accounts shall be held in
\ntrust by the Subordination Agent under the sole dominion and control of the
\nSubordination Agent for the benefit of the applicable Trustee, the applicable
\nCertificateholders and the applicable Liquidity Provider, as the case may be.
\nIf, at any time, any of the Trust Accounts ceases to be an Eligible Deposit
\nAccount, the Subordination Agent shall within 10 Business Days (or such longer
\nperiod, not to exceed 30 calendar days, to which a Rating Agency may consent)
\nestablish a new Collection Account, Special Payments Account or Cash Collateral
\nAccount, as the case may be, as an Eligible Deposit Account and shall transfer
\nany cash and\/or any investments to such new Collection Account, Special Payments
\nAccount or Cash Collateral Account, as the case may be. So long as the
\nSubordination Agent is an Eligible Institution, the Trust Accounts shall be
\nmaintained with it as Eligible Deposit Accounts.<\/p>\n<\/p>\n

Section 2.03. Deposits to the Collection Account and Special Payments
\nAccount<\/u>. (a) The Subordination Agent shall, upon receipt thereof, deposit in
\nthe Collection Account all Scheduled Payments received by it (other than any
\nScheduled Payment which by the express terms hereof is to be deposited to a Cash
\nCollateral Account).<\/p>\n<\/p>\n

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(b) The Subordination Agent shall, on each day when one or more Special
\nPayments are made to the Subordination Agent as holder of the Equipment Notes,
\ndeposit in the Special Payments Account the aggregate amount of such Special
\nPayments.<\/p>\n<\/p>\n

Section 2.04. Distributions of Special Payments<\/u>. (a) Notice of Special
\nPayment. Except as provided in Section 2.04(c) below, upon receipt by the
\nSubordination Agent, as registered holder of the Equipment Notes, of any notice
\nof a Special Payment (or, in the absence of any such notice, upon receipt by the
\nSubordination Agent of a Special Payment), the Subordination Agent shall
\npromptly give notice thereof to each Trustee and the Liquidity Providers. The
\nSubordination Agent shall promptly calculate the amount of the proceeds of any
\nredemption or purchase of any Equipment Note or the amount of any Overdue
\nScheduled Payment or the proceeds of Equipment Notes or Collateral, as the case
\nmay be, comprising such Special Payment under the applicable Indenture or
\nIndentures and shall promptly send to each Trustee and the Liquidity Providers a
\nWritten Notice of such amount and the amount allocable to each Trust. Such
\nWritten Notice shall also set the distribution date for such Special Payment (a
\n“Special Distribution Date<\/u>“), which shall be the Business Day which
\nimmediately follows the later to occur of (x) the 15th day after the date of
\nsuch Written Notice or (y) the date the Subordination Agent has received or
\nexpects to receive such Special Payment. Amounts on deposit in the Special
\nPayments Account shall be distributed in accordance with Sections 2.04(b) and
\n2.04(c) and Article III hereof, as applicable.<\/p>\n<\/p>\n

For the purposes of the application of any Special Payment in respect of any
\nEquipment Note to be distributed on any Special Distribution Date in accordance
\nwith Section 3.02 hereof, so long as no Indenture Event of Default shall have
\noccurred and be continuing under any Indenture:<\/p>\n<\/p>\n

(i) clause “second” thereof shall be deemed to read as follows: “second,
\naccrued and unpaid Liquidity Expenses then overdue plus an amount equal to all
\naccrued and unpaid Liquidity Expenses not yet overdue multiplied by the Section
\n2.04 Fraction shall be distributed to the Liquidity Providers pro rata on the
\nbasis of the amount of Liquidity Expenses owed to each Liquidity Provider”;<\/p>\n<\/p>\n

(ii) clause “third” thereof shall be deemed to read as follows: “third, (i)
\nsuch amount as shall be required to pay accrued and unpaid interest then overdue
\non all Liquidity Obligations (at the rate, or in the amount, provided in the
\napplicable Liquidity Facility) plus an amount equal to the amount of accrued and
\nunpaid interest on the Liquidity Obligations not yet overdue multiplied by the
\nSection 2.04 Fraction and (ii) if one or more Special Termination Drawings have
\nbeen made under the Liquidity Facilities that have not been converted into a
\nFinal Drawing, the outstanding amount of such Special Termination Drawings shall
\nbe distributed to the Liquidity Providers pro rata on the basis of the amounts
\nowed to each Liquidity Provider”;<\/p>\n<\/p>\n

(iii) clause “seventh” thereof shall be deemed to read as follows: “seventh,
\nsuch amount as shall be required to pay accrued, due and unpaid interest at the
\nStated Interest Rate on the outstanding Pool Balance of the Class A
\nCertificates, together with (without duplication) any other accrued and unpaid
\ninterest at the Stated Interest Rate on the outstanding principal amount of the
\nSeries A Equipment Notes held in the Class A Trust being redeemed,<\/p>\n<\/p>\n

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purchased or prepaid, in each case excluding interest, if any, payable with
\nrespect to the Deposits relating to the Class A Trust shall be paid to the Class
\nA Trustee”;<\/p>\n<\/p>\n

(iv) clause “eighth” thereof shall be deemed to read as follows: “eighth,
\nsuch amount as shall be required to pay any accrued, due and unpaid Class B
\nAdjusted Interest to the holders of the Class B Certificates shall be paid to
\nthe Class B Trustee”; and<\/p>\n<\/p>\n

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

(b) Investment of Amounts in Special Payments Account<\/u>. Any amounts on
\ndeposit in the Special Payments Account prior to the distribution thereof
\npursuant to Section 2.04 or 3.02 shall be invested in accordance with Section
\n2.02(b). Investment Earnings on such investments shall be distributed in
\naccordance with Article III hereof.<\/p>\n<\/p>\n

(c) Certain Payments<\/u>. Except for amounts constituting Liquidity
\nObligations which shall be distributed as provided in Section 3.02, the
\nSubordination Agent will distribute promptly upon receipt thereof (i) any
\nindemnity payment or expense reimbursement received by it from American in
\nrespect of any Trustee, any Liquidity Provider, the Paying Agent, the Depositary
\nor the Escrow Agent (collectively, the “Payees<\/u>“) and (ii) any
\ncompensation received by it from American under any Operative Agreement in
\nrespect of any Payee, directly to the Person entitled thereto, provided,
\n<\/em>that if such Payee has previously received from the Collection Account such
\npayment, compensation or reimbursement, then the Subordination Agent shall
\ndeposit such amount in the Collection Account.<\/p>\n<\/p>\n

Section 2.05. Designated Representatives<\/u>. (a) With the delivery of
\nthis Agreement, the Subordination Agent shall furnish to the Class A Liquidity
\nProvider and Class A Trustee, and from time to time thereafter may furnish to
\neach Liquidity Provider and each Trustee, at the Subordination Agent’s
\ndiscretion, or upon any Liquidity Provider’s or Trustee’s request (which request
\nshall not be made more than one time in any 12-month period), a certificate (a
\n“Subordination Agent Incumbency Certificate<\/u>“) of a Responsible Officer of
\nthe Subordination Agent certifying as to the incumbency and specimen signatures
\nof the officers of the Subordination Agent and the attorney-in-fact and agents
\nof the Subordination Agent (the “Subordination Agent Representatives<\/u>“)
\nauthorized to give Written Notices on behalf of the Subordination Agent
\nhereunder. Until each Liquidity Provider and Trustee receives a subsequent
\nSubordination Agent Incumbency Certificate, it shall be entitled to rely on the
\nlast Subordination Agent Incumbency Certificate delivered to it hereunder.<\/p>\n<\/p>\n

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

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\n

12-month period), a certificate (with respect to each such Trustee, a
\n“Trustee Incumbency Certificate<\/u>“) of a Responsible Officer of such
\nTrustee certifying as to the incumbency and specimen signatures of the officers
\nof such Trustee and the attorney-in-fact and agents of such Trustee (with
\nrespect to each such Trustee, the “Trustee Representatives<\/u>“) authorized
\nto give Written Notices on behalf of such Trustee hereunder. Until the
\nSubordination Agent receives a subsequent Trustee Incumbency Certificate from a
\nTrustee, it shall be entitled to rely on the last Trustee Incumbency Certificate
\nwith respect to such Trustee delivered to it hereunder.<\/p>\n<\/p>\n

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

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

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

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\n

Subordination Agent, as record holder of the Equipment Notes, and subject
\nalways to the provisions of Section 2.06(a) and Article VIII, shall exercise its
\nvoting rights in respect of the Equipment Notes so held by the Subordination
\nAgent as directed by the Controlling Party and any vote so exercised shall be
\nbinding upon the Trustees and all Certificateholders.<\/p>\n<\/p>\n

The Subordination Agent shall give Written Notice to all of the other parties
\nto this Agreement promptly upon a change in the identity of the Controlling
\nParty. Each of the parties hereto agrees that it shall not exercise any of the
\nrights of the Controlling Party at such time as it is not the Controlling Party
\nhereunder; provided<\/em>, however, that nothing herein contained shall
\nprevent or prohibit any Non-Controlling Party from exercising such rights as
\nshall be specifically granted to such Non-Controlling Party hereunder and under
\nthe other Operative Agreements.<\/p>\n<\/p>\n

(c) Notwithstanding the foregoing, at any time after 18 months from the
\nearliest to occur of (i) the date on which the entire Available Amount as of
\nsuch date under any Liquidity Facility shall have been drawn (for any reason
\nother than a Downgrade Drawing or a Non-Extension Drawing but including a Final
\nDrawing, a Special Termination Drawing or a Downgrade Drawing or Non-Extension
\nDrawing that has been converted into a Final Drawing under such Liquidity
\nFacility) and remains unreimbursed, (ii) the date on which the entire amount of
\nany Downgrade Drawing or Non-Extension Drawing under any Liquidity Facility
\nshall have become and remain “Applied Downgrade Advances” or “Applied
\nNon-Extension Advances”, as the case may be, under and as defined in such
\nLiquidity Facility and (iii) the date on which all Equipment Notes under all
\nIndentures shall have been Accelerated (provided<\/em>, that (x) with respect
\nto the period prior to the Delivery Period Termination Date, such Equipment
\nNotes have an aggregate outstanding principal balance of in excess of
\n$410,000,000, and (y) in the event of a bankruptcy proceeding under the
\nBankruptcy Code in which American is a debtor, any amounts payable in respect of
\nEquipment Notes which have become immediately due and payable by declaration or
\notherwise shall not be considered Accelerated for purposes of this sub-clause
\n(iii) until the expiration of the 60-Day Period or such longer period as may
\napply under Section 1110(a)(2)(B) or Section 1110(b) of the Bankruptcy Code),
\nthe Liquidity Provider with the greatest amount of unreimbursed Liquidity
\nObligations owed to it (so long as such Liquidity Provider has not defaulted in
\nits obligation to make any Drawing under its Liquidity Facility) shall have the
\nright to elect, by Written Notice to the Subordination Agent and each of the
\nTrustees, to become the Controlling Party hereunder with respect to any
\nIndenture at any time from and including the last day of such 18-month period.\n<\/p>\n<\/p>\n

(d) [Reserved].<\/p>\n<\/p>\n

(e) The exercise of remedies by the Controlling Party under this Agreement
\nshall be expressly limited by Sections 4.01(a)(ii) and 4.01(a)(iii) hereof.<\/p>\n<\/p>\n

(f) The Controlling Party shall not be entitled to require or obligate any
\nNon-Controlling Party to provide funds necessary to exercise any right or remedy
\nhereunder.<\/p>\n<\/p>\n

(g) Notwithstanding anything contained herein, neither the Controlling Party
\nnor the Subordination Agent shall be authorized or empowered to do anything that
\nwould cause any Trust to fail to qualify as a “grantor trust” for federal income
\ntax purposes.<\/p>\n<\/p>\n

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\n

ARTICLE III<\/strong><\/p>\n

\n

RECEIPT, DISTRIBUTION AND APPLICATION OF
\nAMOUNTS RECEIVED<\/strong><\/p>\n

\n

Section 3.01. Written Notice of Distribution<\/u>. (a) No later than 3:00
\nP.M. (New York City time) on the Business Day immediately preceding each
\nDistribution Date, each of the following Persons shall deliver to the
\nSubordination Agent a Written Notice setting forth the following information as
\nat the close of business on such Business Day:<\/p>\n<\/p>\n

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

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

(iii) With respect to each Liquidity Facility, the Liquidity Provider
\nthereunder shall separately set forth the amounts to be paid to it in accordance
\nwith subclauses (iii) and (iv) of clause “first” of Section 3.02 hereof, clause
\n“second” of Section 3.02 hereof, clause “third” of Section 3.02 hereof, clause
\n“fourth” of Section 3.02 hereof and clause “fifth” of Section 3.02 hereof; and\n<\/p>\n<\/p>\n

(iv) The Trustee of each Trust in existence as of such Distribution Date
\nshall set forth the amounts to be paid in accordance with clause “sixth” of
\nSection 3.02 hereof.<\/p>\n<\/p>\n

(b) At such time as a Trustee or a Liquidity Provider shall have received all
\namounts owing to it (and, in the case of a Trustee, the Certificateholders for
\nwhich it is acting) pursuant to Section 3.02 hereof, as applicable, and, in the
\ncase of a Liquidity Provider, its commitment or obligations under the related
\nLiquidity Facility shall have terminated or expired, such Person shall, by a
\nWritten Notice, so inform the Subordination Agent, American and each other party
\nto this Agreement.<\/p>\n<\/p>\n

(c) As provided in Section 6.05, the Subordination Agent shall be fully
\nprotected in relying on any of the information set forth in a Written Notice
\nprovided by any Trustee or any Liquidity Provider pursuant to paragraphs (a) and
\n(b) above and shall have no independent obligation to verify, calculate or
\nrecalculate any amount set forth in any Written Notice delivered in accordance
\nwith such paragraphs.<\/p>\n<\/p>\n

(d) Any Written Notice delivered by a Trustee, a Liquidity Provider or the
\nSubordination Agent, as applicable, pursuant to Section 3.01, if made prior to
\n10:00 A.M. (New<\/p>\n<\/p>\n

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York City time) on any Business Day shall be effective on the date delivered
\n(or if delivered later on a Business Day or if delivered on a day that is not a
\nBusiness Day shall be effective as of the next Business Day). Subject to the
\nterms of this Agreement, the Subordination Agent shall as promptly as
\npracticable comply with any such instructions; provided<\/em>, however, that
\nany transfer of funds pursuant to any instruction received after 10:00 A.M. (New
\nYork City time) on any Business Day may be made on the next succeeding Business
\nDay.<\/p>\n<\/p>\n

(e) In the event the Subordination Agent shall not receive from any Person
\nany information set forth in paragraph (a) above which is required to enable the
\nSubordination Agent to make a distribution to such Person pursuant to Section
\n3.02 hereof, the Subordination Agent shall request such information and, failing
\nto receive any such information, the Subordination Agent shall not make such
\ndistribution(s) to such Person. In such event, the Subordination Agent shall
\nmake distributions pursuant to clauses “first” through “eleventh” of Section
\n3.02 to the extent it shall have sufficient information to enable it to make
\nsuch distributions, and shall continue to hold any funds remaining on the terms
\nhereof, including Section 2.02(b), after making such distributions, until the
\nSubordination Agent shall receive all necessary information to enable it to
\ndistribute any funds so withheld, and upon receipt of the information necessary
\nto distribute any funds so withheld, the Subordination Agent shall distribute
\nsuch funds.<\/p>\n<\/p>\n

(f) On such dates (but not more frequently than monthly) as any Liquidity
\nProvider or any Trustee shall request, but in any event automatically at the end
\nof each calendar quarter, the Subordination Agent shall send to such party a
\nwritten statement reflecting all amounts on deposit with the Subordination Agent
\npursuant to Section 3.01(e).<\/p>\n<\/p>\n

The notices required under this Section 3.01(a) may be in the form of a
\nschedule or similar document provided to the Subordination Agent by the parties
\nreferenced therein or by any one of them, which schedule or similar document may
\nstate that, unless there has been a prepayment of the Equipment Notes, such
\nschedule or similar document is to remain in effect until any substitute notice
\nor amendment shall be given to the Subordination Agent by the party providing
\nsuch notice.<\/p>\n<\/p>\n

Section 3.02. Distribution of Amounts on Deposit in the Collection
\nAccount<\/u>. Except as otherwise provided in Sections 2.04, 3.01(e), 3.03,
\n3.05(b) and 3.05(k), amounts on deposit in the Collection Account (including
\namounts on deposit in the Special Payments Account) shall be promptly
\ndistributed on each Regular Distribution Date (or, in the case of any amount
\ndescribed in Sections 2.04(a) or 2.04(b), on the Special Distribution Date
\nthereof) in the following order of priority and in accordance with the
\ninformation provided to the Subordination Agent pursuant to Section 3.01(a):\n<\/p>\n<\/p>\n

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

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\n

reimbursement of such costs and expenses, (ii) any Trustee for any amounts of
\nthe nature described in clause (i) above actually incurred by it under the
\napplicable Trust Agreement (to the extent not previously reimbursed), shall be
\ndistributed to such Trustee, (iii) any Liquidity Provider for any amounts of the
\nnature described in clause (i) above actually incurred by it (to the extent not
\npreviously reimbursed), shall be distributed to such Liquidity Provider, and
\n(iv) any Liquidity Provider or any Certificateholder for payments, if any, made
\nby it to the Subordination Agent or any Trustee in respect of amounts described
\nin clause (i) above actually incurred by it (to the extent not previously
\nreimbursed) (collectively, the “Administration Expenses<\/u>“), shall be
\ndistributed to such Liquidity Provider or the applicable Trustee for the account
\nof such Certificateholder, in each such case, pro rata on the basis of all
\namounts described in clauses (i) through (iv) above;<\/p>\n<\/p>\n

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

third<\/u>, such amount as shall be required to pay (i) the aggregate
\namount of accrued and unpaid interest on all Liquidity Obligations (at the rate,
\nor in the amount, provided in the applicable Liquidity Facility), and (ii) if
\none or more Special Termination Drawings have been made under the Liquidity
\nFacilities that have not been converted into a Final Drawing, the outstanding
\namount of such Special Termination Drawings, pro rata on the basis of the
\namounts owed to each Liquidity Provider;<\/p>\n<\/p>\n

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

fifth<\/u>, if, with respect to any particular Liquidity Facility, any
\namounts are to be distributed pursuant to either subclause (A) or (B) of clause
\n“fourth” above, then the Liquidity Provider with respect to such Liquidity
\nFacility shall be paid the excess of (x) the aggregate outstanding amount of
\nunreimbursed Advances (whether or not then due) under<\/p>\n<\/p>\n

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\n

such Liquidity Facility over (y) the Required Amount for the relevant Cash
\nCollateral Account without duplication of any amounts distributed pursuant to
\nclauses “first”, “second”, “third”, and “fourth” of this Section 3.02, pro rata
\non the basis of such amounts in respect of such Liquidity Provider;<\/p>\n<\/p>\n

sixth<\/u>, such amount as shall be required to reimburse or pay (i) the
\nSubordination Agent for any Tax (other than Taxes imposed on compensation paid
\nhereunder), expense, fee, charge or other loss incurred by, or any other amount
\npayable to, the Subordination Agent in connection with the transactions
\ncontemplated hereby (to the extent not previously reimbursed), shall be applied
\nby the Subordination Agent in reimbursement of such amount, (ii) each Trustee
\nfor any Tax (other than Taxes imposed on compensation paid under the applicable
\nTrust Agreement), expense, fee, charge or other loss incurred by, or any other
\namount payable to, such Trustee under the applicable Trust Agreements (to the
\nextent not previously reimbursed), shall be distributed to such Trustee, and
\n(iii) each Certificateholder for payments, if any, made by it pursuant to
\nSection 5.02 hereof in respect of amounts described in clause (i) above (without
\nduplication of any amounts distributed pursuant to subclause (iv) of clause
\n“first” of this Section 3.02) shall be distributed to the applicable Trustee for
\nthe account of such Certificateholder, in each such case, pro rata, without
\nduplication, on the basis of all amounts described in clauses (i) through (iii)
\nabove;<\/p>\n<\/p>\n

seventh<\/u>, such amount as shall be required to pay in full accrued and
\nunpaid interest at the Stated Interest Rate on the Pool Balance of the Class A
\nCertificates (excluding interest, if any, payable with respect to the Deposits)
\nshall be distributed to the Class A Trustee;<\/p>\n<\/p>\n

eighth<\/u>, such amount as shall be required to pay unpaid Class B
\nAdjusted Interest to the holders of the Class B Certificates shall be
\ndistributed to the Class B Trustee;<\/p>\n<\/p>\n

ninth<\/u>, such amount as shall be required to pay in full Expected
\nDistributions to the holders of the Class A Certificates on such Distribution
\nDate shall be distributed to the Class A Trustee;<\/p>\n<\/p>\n

tenth<\/u>, such amount as shall be required to pay in full accrued and
\nunpaid interest at the Stated Interest Rate on the Pool Balance of the Class B
\nCertificates which was not previously paid pursuant to clause “eighth” above to
\nthe holders of the Class B Certificates shall be distributed to the Class B
\nTrustee;<\/p>\n<\/p>\n

eleventh<\/u>, such amount as shall be required to pay in full Expected
\nDistributions to the holders of the Class B Certificates on such Distribution
\nDate shall be distributed to the Class B Trustee; and<\/p>\n<\/p>\n

twelfth<\/u>, the balance, if any, of any such amount remaining thereafter
\nshall be held in the Collection Account for later distribution in accordance
\nwith this Article III.<\/p>\n<\/p>\n

With respect to clauses “first” and “sixth” above, no amounts shall be
\nreimbursable to the Subordination Agent, any Trustee, any Liquidity Provider or
\nany Certificateholder for any payments made by any such Person in connection
\nwith any Equipment Note that is no longer held by the Subordination Agent (to
\nthe extent that such payments relate to periods after such Equipment Note ceases
\nto be held by the Subordination Agent).<\/p>\n<\/p>\n

Section 3.03. Other Payments<\/u>. (a) Any payments received by the
\nSubordination Agent for which no provision as to the application thereof is made
\nin this Agreement shall be<\/p>\n<\/p>\n

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

(b) Notwithstanding the priority of payments specified in Section 3.02, in
\nthe event any Investment Earnings on amounts on deposit in any Cash Collateral
\nAccount resulting from an Unapplied Provider Advance are deposited in the
\nCollection Account or the Special Payments Account, such Investment Earnings
\nshall be used to pay interest payable in respect of such Unapplied Provider
\nAdvance to the extent of such Investment Earnings.<\/p>\n<\/p>\n

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

Section 3.04. Payments to the Trustees and the Liquidity Providers<\/u>.
\nAny amounts distributed hereunder to any Liquidity Provider shall be paid by
\nwire transfer of funds to the address that such Liquidity Provider shall provide
\nto the Subordination Agent. The Subordination Agent shall provide a Written
\nNotice of any such transfer to the applicable Liquidity Provider at the time of
\nsuch transfer. Any amounts distributed hereunder by the Subordination Agent to
\nany Trustee that is not the same institution as the Subordination Agent shall be
\npaid to such Trustee by wire transfer of funds at the address such Trustee shall
\nprovide to the Subordination Agent.<\/p>\n<\/p>\n

Section 3.05. Liquidity Facilities<\/u>. (a) Interest Drawings<\/u>. If
\non any Distribution Date, after giving effect to the subordination provisions of
\nthis Agreement, the Subordination Agent shall not have sufficient funds for the
\npayment of any amounts due and owing in respect of accrued interest on the Class
\nA Certificates or the Class B Certificates (at the Stated Interest Rate for such
\nClass of Certificates) (other than any amount of interest which was due and
\npayable in respect of the Class A Certificates on such Distribution Date but
\nwhich remains unpaid due to the failure of the Depositary to pay any amount of
\naccrued interest on the Deposits on such Distribution Date), then, prior to
\n12:30 p.m. (New York City time) on such Distribution Date, (i) the Subordination
\nAgent shall request a drawing (each such drawing, an “Interest Drawing<\/u>“)
\nunder the Liquidity Facility with respect to such Class of Certificates in an
\namount equal to the lesser of (x) an amount sufficient to pay the amount of such
\naccrued interest shortfall (at the applicable Stated Interest Rate for such
\nClass of Certificates) and (y) the Available Amount under such Liquidity
\nFacility, and shall upon receipt of such amount pay such amount to the Trustee
\nwith respect to each such Class of Certificates in payment of such accrued
\ninterest shortfall.<\/p>\n<\/p>\n

(b) Application of Interest Drawings<\/u>. Notwithstanding anything to the
\ncontrary contained in this Agreement, (i) all payments received by the
\nSubordination Agent in respect of an Interest Drawing under the Class A
\nLiquidity Facility and all amounts withdrawn by the Subordination Agent from the
\nClass A Cash Collateral Account, and payable in each case<\/p>\n<\/p>\n

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to the Class A Certificateholders or the Class A Trustee, shall be promptly
\ndistributed to the Class A Trustee, and (ii) all payments received by the
\nSubordination Agent in respect of an Interest Drawing under the Class B
\nLiquidity Facility and all amounts withdrawn by the Subordination Agent from the
\nClass B Cash Collateral Account, and payable in each case to the Class B
\nCertificateholders or the Class B Trustee, shall be promptly distributed to the
\nClass B Trustee.<\/p>\n<\/p>\n

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

(d) Non-Extension Drawings<\/u>. If any Liquidity Facility with respect to
\nany Class of Certificates is scheduled to expire on a date (the “Stated
\nExpiration Date<\/u>“) prior to the date that is 15 days after the Final Legal
\nDistribution Date for such Class of Certificates, then the following provisions
\nshall apply:<\/p>\n<\/p>\n

(i) In the case of any Liquidity Facility having extension provisions
\nidentical to those set forth in Section 2.10 of either Liquidity Facility in
\neffect on the Closing Date, if before the 25th day prior to any anniversary date
\nof the Closing Date (such 25th day, the “Notice Date<\/u>“) the Liquidity
\nProvider shall have advised the Subordination Agent that such Liquidity Facility
\nshall not be extended beyond the immediately following anniversary date of the
\nClosing Date and on or before the Notice Date such Liquidity Facility shall not
\nhave been replaced in accordance with Section 3.05(e), the Subordination Agent
\nshall, on the Notice Date (or as soon thereafter as possible but prior to the
\ndate of expiration of the expiring Liquidity Facility (a “Non-Extended
\nFacility<\/u>“)), in accordance with the terms of such Non-Extended Facility,
\nrequest a drawing under such Non-Extended Facility (such drawing, a
\n“Non-Extension Drawing<\/u>“) of all available and undrawn amounts thereunder.\n<\/p>\n<\/p>\n

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

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\n

\n

Certificates and (ii) the date that is the day immediately preceding the
\n364th day after the last day of the Consent Period (unless the obligations of
\nsuch Liquidity Provider thereunder are earlier terminated in accordance with
\nsuch Liquidity Facility). Whether or not the applicable Liquidity Provider has
\nreceived a request from the Subordination Agent, such Liquidity Provider shall
\nby notice (the “Consent Notice<\/u>“) to the Subordination Agent, during the
\nperiod commencing on the date that is 60 days prior to the then effective Stated
\nExpiration Date (or if earlier, the date of such Liquidity Provider’s receipt of
\nsuch request, if any, from the Subordination Agent) and ending on the date that
\nis 25 days prior to such Stated Expiration Date (the “Consent Period<\/u>“)
\nadvise the Subordination Agent whether, in its sole discretion, it agrees to so
\nextend the Stated Expiration Date; provided, <\/em>that such extension shall
\nnot be effective with respect to such Liquidity Provider if, by notice (the
\n“Withdrawal Notice<\/u>“) to the Subordination Agent prior to the end of the
\nConsent Period, such Liquidity Provider revokes its Consent Notice. If a
\nLiquidity Provider advises the Subordination Agent on or before the end of the
\nConsent Period that such Stated Expiration Date shall not be so extended or
\nfails to irrevocably and unconditionally advise the Subordination Agent on or
\nbefore the end of the Consent Period that such Stated Expiration Date shall be
\nso extended or gives a Withdrawal Notice to the Subordination Agent prior to the
\nend of the Consent Period (and, in each case, if such Liquidity Provider shall
\nnot have been replaced in accordance with Section 3.05(e)), the Subordination
\nAgent shall, on the date on which the Consent Period ends (or as soon as
\npossible thereafter but prior to the Stated Expiration Date), in accordance with
\nand to the extent permitted by the terms of the Non-Extended Facility, request a
\nNon-Extension Drawing under such Non-Extended Facility of all available and
\nundrawn amounts thereunder.<\/p>\n<\/p>\n

Amounts drawn pursuant to a Non-Extension Drawing shall be maintained and
\ninvested in accordance with Section 3.05(f).<\/p>\n<\/p>\n

(e) Issuance of Replacement Liquidity Facility<\/u>. (i) Subject to Section
\n3.05(e)(iii) and the agreements, if any, in the applicable Fee Letter, at any
\ntime, American may, at its option and at its own expense, with cause or without
\ncause, arrange for a Replacement Liquidity Facility to replace any Liquidity
\nFacility for any Class of Certificates (including any Replacement Liquidity
\nFacility provided pursuant to Section 3.05(e)(ii)); provided<\/em>,
\nhowever<\/em>, that if the initial Liquidity Provider is replaced it shall be
\nreplaced with respect to all Liquidity Facilities under which it is a Liquidity
\nProvider. If such Replacement Liquidity Facility is provided at any time after a
\nDowngrade Drawing, a Non-Extension Drawing or a Special Termination Drawing has
\nbeen made, all funds on deposit in the relevant Cash Collateral Account
\nresulting from such Downgrade Drawing or Non-Extension Drawing will be returned
\nto the Liquidity Provider being replaced.<\/p>\n<\/p>\n

(ii) If any Liquidity Provider shall determine not to extend its Liquidity
\nFacility in accordance with Section 3.05(d), then such Liquidity Provider may,
\nat its option, arrange for a Replacement Liquidity Facility to replace such
\nLiquidity Facility during the period no earlier than 40 days and no later than
\n25 days prior to the then effective Stated Expiration Date of such Liquidity
\nFacility. At any time after a Non-Extension Drawing has been made under any
\nLiquidity Facility, the Liquidity Provider thereunder may, at its option,
\narrange for a Replacement Liquidity Facility to replace the Liquidity Facility
\nunder which such Non-Extension Drawing has been made.<\/p>\n<\/p>\n

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\n

(iii) No Replacement Liquidity Facility arranged by American or a Liquidity
\nProvider in accordance with clause (i) or (ii) above or pursuant to Section
\n3.05(c), respectively, shall become effective and no such Replacement Liquidity
\nFacility shall be deemed a “Liquidity Facility” under the Operative Agreements,
\nunless and until (A) each of the conditions referred to in sub-clauses (iv)(x)
\nand (z) below shall have been satisfied, (B) if such Replacement Liquidity
\nFacility shall materially adversely affect the rights, remedies, interests or
\nobligations of the Class A Certificateholders or the Class B Certificateholders
\nunder any of the Operative Agreements, the applicable Trustee shall have
\nconsented, in writing, to the execution and issuance of such Replacement
\nLiquidity Facility and (C) in the case of a Replacement Liquidity Facility
\narranged by a Liquidity Provider under Section 3.05(e)(ii) or pursuant to
\nSection 3.05(c), such Replacement Liquidity Facility is reasonably acceptable to
\nAmerican.<\/p>\n<\/p>\n

(iv) In connection with the issuance of each Replacement Liquidity Facility,
\nthe Subordination Agent shall (x) prior to the issuance of such Replacement
\nLiquidity Facility, obtain written confirmation from each Rating Agency that
\nsuch Replacement Liquidity Facility will not cause a reduction, withdrawal or
\nsuspension of any rating then in effect for any Class of Certificates by such
\nRating Agency (without regard to any downgrading of any rating of the Liquidity
\nProvider being replaced pursuant to Section 3.05(c)), (y) pay all Liquidity
\nObligations then owing to the replaced Liquidity Provider (which payment shall
\nbe made first from available funds in the applicable Cash Collateral Account as
\ndescribed in Section 3.05(f), and thereafter from any other available source,
\nincluding, without limitation, a drawing under the Replacement Liquidity
\nFacility) and (z) cause the issuer of the Replacement Liquidity Facility to
\ndeliver the Replacement Liquidity Facility to the Subordination Agent, together
\nwith a legal opinion opining that such Replacement Liquidity Facility is an
\nenforceable obligation of such Replacement Liquidity Provider.<\/p>\n<\/p>\n

(v) Upon satisfaction of the conditions set forth in clauses (iii) and (iv)
\nof this Section 3.05(e) with respect to a Replacement Liquidity Facility, (1)
\nthe replaced Liquidity Facility shall terminate, (2) the Subordination Agent
\nshall, if and to the extent so requested by American or the Liquidity Provider
\nbeing replaced, execute and deliver any certificate or other instrument required
\nin order to terminate the replaced Liquidity Facility, shall surrender the
\nreplaced Liquidity Facility to the Liquidity Provider being replaced and shall
\nexecute and deliver the Replacement Liquidity Facility and any associated Fee
\nLetter, (3) each of the parties hereto shall enter into any amendments to this
\nAgreement necessary to give effect to (a) the replacement of the applicable
\nLiquidity Provider with the applicable Replacement Liquidity Provider and (b)
\nthe replacement of the applicable Liquidity Facility with the applicable
\nReplacement Liquidity Facility, and (4) the applicable Replacement Liquidity
\nProvider shall be deemed to be a Liquidity Provider with the rights and
\nobligations of a Liquidity Provider hereunder and under the other Operative
\nAgreements and such Replacement Liquidity Facility shall be deemed to be a
\nLiquidity Facility hereunder and under the other Operative Agreements.<\/p>\n<\/p>\n

(f) Cash Collateral Accounts; Withdrawals; Investments<\/u>. In the event
\nthe Subordination Agent shall draw all Available Amounts under the Class A
\nLiquidity Facility or the Class B Liquidity Facility pursuant to Section
\n3.05(c), 3.05(d), 3.05(i) or 3.05(k), or in the event amounts are to be
\ndeposited in the Class A Cash Collateral Account or the Class B Cash Collateral
\nAccount pursuant to subclause (A) or (B) of clause “fourth” of Section 3.02,
\namounts so drawn or to be deposited, as the case may be, shall be deposited by
\nthe Subordination Agent in<\/p>\n<\/p>\n

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\n

the Class A Cash Collateral Account or the Class B Cash Collateral Account,
\nas applicable. All amounts on deposit in each Cash Collateral Account shall be
\ninvested and reinvested in Eligible Investments in accordance with Section
\n2.02(b).<\/p>\n<\/p>\n

On each Interest Payment Date (or, in the case of any Special Distribution
\nDate with respect to the distribution of a Special Payment, on such Special
\nDistribution Date), Investment Earnings on amounts on deposit in each Cash
\nCollateral Account with respect to any Liquidity Facility (or in the case of any
\nSpecial Distribution Date with respect to the distribution of a Special Payment,
\nso long as no Indenture Event of Default shall have occurred and be continuing
\nunder any Indenture, a fraction of such Investment Earnings equal to the Section
\n2.04 Fraction) shall be deposited in the Collection Account (or, in the case of
\nany Special Distribution Date with respect to the distribution of a Special
\nPayment, the Special Payments Account) and applied on such Interest Payment Date
\n(or Special Distribution Date, as the case may be) in accordance with Section
\n3.02 or 3.03 (as applicable). The Subordination Agent shall deliver a written
\nstatement to American and each Liquidity Provider one day prior to each Interest
\nPayment Date and Special Distribution Date setting forth the aggregate amount of
\nInvestment Earnings held in the Cash Collateral Accounts as of such date. In
\naddition, from and after the date funds are so deposited, the Subordination
\nAgent shall make withdrawals from such accounts as follows:<\/p>\n<\/p>\n

(i) on each Distribution Date, the Subordination Agent shall, to the extent
\nit shall not have received funds to pay accrued and unpaid interest due and
\nowing on the Class A Certificates (at the Stated Interest Rate for the Class A
\nCertificates) (other than any amount of interest which was due and payable in
\nrespect of the Class A Certificates on such Distribution Date but which remains
\nunpaid due to the failure of the Depositary to pay any amount of accrued
\ninterest on the Deposits on such Distribution Date) after giving effect to the
\nsubordination provisions of this Agreement, withdraw from the Class A Cash
\nCollateral Account, and pay to the Class A Trustee, an amount equal to the
\nlesser of (x) an amount necessary to pay accrued and unpaid interest (at the
\nStated Interest Rate for the Class A Certificates) on the Class A Certificates
\nand (y) the amount on deposit in the Class A Cash Collateral Account;<\/p>\n<\/p>\n

(ii) on each Distribution Date, the Subordination Agent shall, to the extent
\nit shall not have received funds to pay accrued and unpaid interest due and
\nowing on the Class B Certificates (at the Stated Interest Rate for the Class B
\nCertificates) after giving effect to the subordination provisions of this
\nAgreement, withdraw from the Class B Cash Collateral Account, and pay to the
\nClass B Trustee, an amount equal to the lesser of (x) an amount necessary to pay
\naccrued and unpaid interest (at the Stated Interest Rate for the Class B
\nCertificates) on such Class B Certificates and (y) the amount on deposit in the
\nClass B Cash Collateral Account;<\/p>\n<\/p>\n

(iii) on each date on which the Pool Balance of the Class A Trust shall have
\nbeen reduced by payments made to the Class A Certificateholders pursuant to
\nSection 3.02 hereof or pursuant to Section 2.03 of the Escrow and Paying Agent
\nAgreement, the Subordination Agent shall withdraw from the Class A Cash
\nCollateral Account such amount as is necessary so that, after giving effect to
\nthe reduction of the Pool Balance on such date (and any reduction in the amounts
\non deposit in the Class A<\/p>\n<\/p>\n

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\n

\n

Cash Collateral Account resulting from a prior withdrawal of amounts on
\ndeposit in the Class A Cash Collateral Account on such date) and any transfer of
\nInvestment Earnings from such Cash Collateral Account to the Collection Account
\nor the Special Payments Account on such date, an amount equal to the sum of the
\nRequired Amount (with respect to the Class A Liquidity Facility) plus (if on a
\nDistribution Date not coinciding with an Interest Payment Date) Investment
\nEarnings on deposit in such Cash Collateral Account (after giving effect to any
\nsuch transfer of Investment Earnings) will remain on deposit in the Class A Cash
\nCollateral Account and shall first, pay such withdrawn amount to the Class A
\nLiquidity Provider until the Class A Liquidity Obligations owing to the Class A
\nLiquidity Provider shall have been paid in full, and second, deposit any
\nremaining withdrawn amount in the Collection Account;<\/p>\n<\/p>\n

(iv) on each date on which the Pool Balance of the Class B Trust shall have
\nbeen reduced by payments made to the Class B Certificateholders pursuant to
\nSection 3.02 hereof, the Subordination Agent shall withdraw from the Class B
\nCash Collateral Account such amount as is necessary so that, after giving effect
\nto the reduction of the Pool Balance on such date (and any reduction in the
\namounts on deposit in the Class B Cash Collateral Account resulting from a prior
\nwithdrawal of amounts on deposit in the Class B Cash Collateral Account on such
\ndate) and any transfer of Investment Earnings from such Cash Collateral Account
\nto the Collection Account or the Special Payments Account on such date, an
\namount equal to the sum of the Required Amount (with respect to the Class B
\nLiquidity Facility) plus (if on a Distribution Date not coinciding with an
\nInterest Payment Date) Investment Earnings on deposit in such Cash Collateral
\nAccount (after giving effect to any such transfer of Investment Earnings) will
\nremain on deposit in the Class B Cash Collateral Account and shall first, pay
\nsuch withdrawn amount to the Class B Liquidity Provider until the Class B
\nLiquidity Obligations owing to such Liquidity Provider shall have been paid in
\nfull, and second, deposit any remaining withdrawn amount in the Collection
\nAccount;<\/p>\n<\/p>\n

(v) if a Replacement Liquidity Facility for any relevant Class of
\nCertificates shall be delivered to the Subordination Agent following the date on
\nwhich funds have been deposited into the Cash Collateral Account for such Class
\nof Certificates, the Subordination Agent shall withdraw all amounts remaining on
\ndeposit in such Cash Collateral Account and shall pay such amounts to the
\nreplaced Liquidity Provider, if any, until all Liquidity Obligations owed to
\nsuch Person shall have been paid in full, and deposit any remaining amount in
\nthe Collection Account; and<\/p>\n<\/p>\n

(vi) following (x) the payment of Final Distributions or (y) the Final Legal
\nDistribution Date with respect to any Class of Certificates covered by a
\nLiquidity Facility, on the date on which the Subordination Agent shall have been
\nnotified by the Liquidity Provider for such Class of Certificates that the
\nLiquidity Obligations owed to such Liquidity Provider have been paid in full,
\nor, if earlier, the first Business Day after such Final Legal Distribution Date,
\nthe Subordination Agent shall withdraw all amounts on deposit in the Cash
\nCollateral Account in respect of such Class of Certificates, if any, and shall
\ndeposit such amounts in the Collection Account.<\/p>\n<\/p>\n

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\n

(g) Reinstatement<\/u>. With respect to any Interest Drawing under the
\nLiquidity Facility for any relevant Trust, upon the reimbursement of the
\napplicable Liquidity Provider for all or any part of the amount of such Interest
\nDrawing, together with any accrued interest thereon, the Available Amount of
\nsuch Liquidity Facility shall be reinstated by an amount equal to the amount of
\nsuch Interest Drawing so reimbursed to the applicable Liquidity Provider but not
\nto exceed the Stated Amount for such Liquidity Facility; provided<\/em>,
\nhowever<\/em>, that the Available Amount of such Liquidity Facility shall not
\nbe so reinstated in part or in full at any time if (x) both a Performing Note
\nDeficiency exists and a Liquidity Event of Default shall have occurred and be
\ncontinuing with respect to the relevant Liquidity Facility or (y) a Final
\nDrawing, Downgrade Drawing, Non-Extension Drawing or Special Termination Drawing
\nshall have occurred with respect to such Liquidity Facility or an Interest
\nDrawing shall have been converted into a Final Drawing. In the event that, with
\nrespect to any particular Liquidity Facility, (i) funds are withdrawn from the
\nrelated Cash Collateral Account pursuant to clause (i) or (ii) of Section
\n3.05(f) or (ii) such Liquidity Facility shall become a Downgraded Facility or a
\nNon-Extended Facility at a time when unreimbursed Interest Drawings under such
\nLiquidity Facility have reduced the Available Amount thereunder to zero, then
\nfunds received by the Subordination Agent at any time, other than (x) any time
\nwhen both a Performing Note Deficiency exists and a Liquidity Event of Default
\nshall have occurred and be continuing with respect to such Liquidity Facility or
\n(y) any time after a Final Drawing shall have occurred with respect to such
\nLiquidity Facility shall be deposited in such Cash Collateral Account as and to
\nthe extent provided in clause “fourth” of Section 3.02 and applied in accordance
\nwith Section 3.05(f).<\/p>\n<\/p>\n

(h) Reimbursement<\/u>. The amount of each drawing under the Liquidity
\nFacilities shall be due and payable, together with interest thereon, on the
\ndates and at the rates, respectively, provided in the Liquidity Facilities.<\/p>\n<\/p>\n

(i) Final Drawing<\/u>. Upon receipt from a Liquidity Provider of a
\nTermination Notice with respect to its applicable Liquidity Facility, the
\nSubordination Agent shall, not later than the date specified in such Termination
\nNotice, in accordance with the terms of such Liquidity Facility, request a
\ndrawing under such Liquidity Facility of all available and undrawn amounts
\nthereunder (a “Final Drawing<\/u>“). Amounts drawn pursuant to a Final Drawing
\nshall be maintained and invested in accordance with Section 3.05(f).<\/p>\n<\/p>\n

(j) Adjustments of Stated Amount<\/u>. Promptly following each date on
\nwhich the Required Amount of the Liquidity Facility for a relevant Class of
\nCertificates is reduced as a result of a reduction in the Pool Balance with
\nrespect to such Certificates or otherwise, the Subordination Agent shall, if any
\nsuch Liquidity Facility provides for reductions of the Stated Amount of such
\nLiquidity Facility and if such reductions are not automatic, request such
\nLiquidity Provider for such Class of Certificates to reduce such Stated Amount
\nto an amount equal to the Required Amount with respect to such Liquidity
\nFacility (as calculated by the Subordination Agent after giving effect to such
\npayment). Each such request shall be made in accordance with the provisions of
\nthe applicable Liquidity Facility.<\/p>\n<\/p>\n

(k) Special Termination Drawing<\/u>. Upon receipt from a Liquidity
\nProvider of a Special Termination Notice with respect to any Liquidity Facility,
\nthe Subordination Agent shall, not later than the date specified in such Special
\nTermination Notice, in accordance with the terms of such Liquidity Facility,
\nrequest a drawing under such Liquidity Facility of all available<\/p>\n<\/p>\n

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38<\/p>\n

\n

\n

and undrawn amounts thereunder (a “Special Termination Drawing<\/u>“).
\nAmounts drawn pursuant to a Special Termination Drawing shall be maintained and
\ninvested in accordance with Section 3.05(f) hereof.<\/p>\n<\/p>\n

(l) Relation to Subordination Provisions<\/u>. Interest Drawings under the
\nLiquidity Facilities and withdrawals from the Cash Collateral Accounts, in each
\ncase, in respect of interest on the Certificates of any Class, will be
\ndistributed to the Trustee for such Class of Certificates, notwithstanding
\nSections 2.01(b) and 3.02.<\/p>\n<\/p>\n

(m) Assignment of Liquidity Facility<\/u>. The Subordination Agent agrees
\nnot to consent to the assignment by any Liquidity Provider of any of its rights
\nor obligations under any Liquidity Facility or any interest therein unless (i)
\nAmerican shall have consented to such assignment and (ii) each Rating Agency
\nshall have provided a Ratings Confirmation with respect to each Class of
\nCertificates then rated by such Rating Agency in connection with such
\nassignment; provided<\/em>, that the Subordination Agent shall consent to
\nsuch assignment if the conditions in the foregoing clauses (i) and (ii) are
\nsatisfied, and the foregoing is not intended to and shall not be construed to
\nlimit the rights of any initial Liquidity Provider under Section 3.05(e)(ii).\n<\/p>\n<\/p>\n

ARTICLE IV<\/strong><\/p>\n

\n

EXERCISE OF REMEDIES<\/strong><\/p>\n

\n

Section 4.01. Directions from the Controlling Party<\/u>. (a) (i) Following
\nthe occurrence and during the continuation of an Indenture Event of Default
\nunder any Indenture, the Controlling Party shall direct the Subordination Agent,
\nas the holder of the Equipment Notes issued under such Indenture, which in turn
\nshall direct the Loan Trustee under such Indenture, in the exercise of remedies
\navailable to the holders of such Equipment Notes, including, without limitation,
\nthe ability to vote all such Equipment Notes held by the Subordination Agent in
\nfavor of Accelerating such Equipment Notes in accordance with the provisions of
\nsuch Indenture. Subject to Section 4.01(a)(iii), if the Equipment Notes issued
\npursuant to any Indenture have been Accelerated following an Indenture Event of
\nDefault with respect thereto, the Controlling Party may direct the Subordination
\nAgent to sell, assign, contract to sell or otherwise dispose of and deliver all
\n(but not less than all) of such Equipment Notes to any Person at public or
\nprivate sale, at any location at the option of the Controlling Party, all upon
\nsuch terms and conditions as the Controlling Party may reasonably deem advisable
\nand in accordance with applicable law.<\/p>\n<\/p>\n

(ii) Following the occurrence and during the continuation of an Indenture
\nEvent of Default under any Indenture, in the exercise of remedies pursuant to
\nsuch Indenture, the Loan Trustee under such Indenture may be directed to lease
\nthe related Aircraft to any Person (including American) so long as the Loan
\nTrustee in doing so acts in a “commercially reasonable” manner within the
\nmeaning of Article 9 of the Uniform Commercial Code as in effect in any
\napplicable jurisdiction (including Sections 9-610 and 9-627 thereof).<\/p>\n<\/p>\n

(iii) Notwithstanding the foregoing, so long as any Certificates remain
\nOutstanding, during the period ending on the date which is nine months after the
\nearlier of (x) the Acceleration of the Equipment Notes issued pursuant to any
\nIndenture or (y) the occurrence of<\/p>\n<\/p>\n

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\n

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

(iv) Upon the occurrence and continuation of an Indenture Event of Default
\nunder any Indenture, the Subordination Agent will obtain three desktop
\nappraisals from the Appraisers selected by the Controlling Party setting forth
\nthe current market value, current lease rate and distressed value (in each case,
\nas defined by the International Society of Transport Aircraft Trading or any
\nsuccessor organization) of the Aircraft subject to such Indenture (each such
\nappraisal, an “Appraisal<\/u>” and the current market value appraisals being
\nreferred to herein as the “Post-Default Appraisals<\/u>“). For so long as any
\nIndenture Event of Default shall be continuing under any Indenture, and without
\nlimiting the right of the Controlling Party to request more frequent Appraisals,
\nthe Subordination Agent will obtain updated Appraisals on the date that is 364
\ndays from the date of the most recent Appraisal (or if an American Bankruptcy
\nEvent shall have occurred and is continuing, on the date that is 180 days from
\nthe date of the most recent Appraisal) and shall (acting on behalf of each
\nTrustee) post such Appraisals on DTC’s Internet bulletin board or make such
\nother commercially reasonable efforts as the Subordination Agent may deem
\nappropriate to make such Appraisals available to all Certificateholders.<\/p>\n<\/p>\n

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

(c) If following an American Bankruptcy Event and during the pendency
\nthereof, the Controlling Party receives a proposal from or on behalf of American
\nto restructure the financing of any one or more of the Aircraft, the Controlling
\nParty shall promptly thereafter give the Subordination Agent, each Trustee and
\neach Liquidity Provider that has not made a Final Drawing notice of the material
\neconomic terms and conditions of such restructuring proposal whereupon the
\nSubordination Agent acting on behalf of each Trustee shall post such terms and
\nconditions of such restructuring proposal on DTC’s Internet bulletin board or
\nmake such other commercially reasonable efforts as the Subordination Agent may
\ndeem appropriate to make such terms and conditions available to all
\nCertificateholders. Thereafter, neither the Subordination Agent nor any Trustee,
\nwhether acting on instructions of the Controlling Party or otherwise, may,
\nwithout the consent of each Trustee and each Liquidity Provider that has not
\nmade a Final Drawing, enter into any term sheet, stipulation or other agreement
\n(a “Restructuring Arrangement<\/u>“) (whether in the form of an adequate
\nprotection stipulation, an extension under<\/p>\n<\/p>\n

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\n

\n

Section 1110(b) of the Bankruptcy Code or otherwise) to effect any such
\nrestructuring proposal with or on behalf of American unless and until the
\nmaterial economic terms and conditions of such restructuring proposal shall have
\nbeen made available to all Certificateholders and each Liquidity Provider that
\nhas not made a Final Drawing for a period of not less than 15 calendar days
\n(except that such requirement shall not apply to any such term sheet,
\nstipulation or other agreement that is to be effective on or as of any date
\noccurring during the 60-Day Period and that is initially effective for a period
\nnot exceeding three months from the expiry of the 60-Day Period (an “Interim
\nRestructuring Arrangement<\/u>“)). The foregoing provisions of this Section
\n4.01(c): (i) shall not apply to any extension of a Restructuring Arrangement
\nwith respect to which such provisions have been complied with in connection with
\nthe original entry thereof if the possibility of such extension has been
\ndisclosed in satisfaction of the notification requirements of such provisions
\nand such extension shall not amend or modify any of the other terms and
\nconditions of such Restructuring Arrangement and (ii) shall apply to the initial
\nextension of an Interim Restructuring Arrangement beyond the three months
\nfollowing the expiry of the 60-Day Period but not to any subsequent extension of
\nsuch Interim Restructuring Arrangement, if the possibility of such subsequent
\nextension has been disclosed in satisfaction of the notification requirements of
\nsuch provisions and such subsequent extension shall not amend or modify any of
\nthe other terms and conditions of such Interim Restructuring Arrangement. In the
\nevent that any Certificateholder gives irrevocable notice of the exercise of its
\nright to purchase all (but not less than all) of the Class of Certificates
\nrepresented by the then Controlling Party pursuant to the applicable Trust
\nAgreement, prior to the expiry of the 15-day notice period specified above, such
\nControlling Party may not direct the Subordination Agent or any Trustee to enter
\ninto any such restructuring proposal with respect to any of the Aircraft, unless
\nand until such Certificateholder shall fail to purchase such Class of
\nCertificates on the date that it is required to make such purchase.<\/p>\n<\/p>\n

Section 4.02. Remedies Cumulative<\/u>. To the extent permitted by
\napplicable law, each and every right, power and remedy given to the Trustees,
\nthe Liquidity Providers, the Controlling Party or the Subordination Agent
\nspecifically or otherwise in this Agreement shall be cumulative and shall be in
\naddition to every other right, power and remedy herein specifically given or now
\nor hereafter existing at law, in equity or by statute, and each and every right,
\npower and remedy whether specifically herein given or otherwise existing may,
\nsubject always to the terms and conditions hereof, be exercised from time to
\ntime and as often and in such order as may be deemed expedient by any Trustee,
\nany Liquidity Provider, the Controlling Party or the Subordination Agent, as
\nappropriate, and the exercise or the beginning of the exercise of any right,
\npower or remedy shall not be construed to be a waiver of the right to exercise
\nat the same time or thereafter any other right, power or remedy. No delay or
\nomission by any Trustee, any Liquidity Provider, the Controlling Party or the
\nSubordination Agent in the exercise of any right, remedy or power or in the
\npursuit of any remedy shall, to the extent permitted by applicable law, impair
\nany such right, power or remedy or be construed to be a waiver of any default or
\nto be an acquiescence therein.<\/p>\n<\/p>\n

Section 4.03. Discontinuance of Proceedings<\/u>. In case any party to this
\nAgreement (including the Controlling Party in such capacity) shall have
\ninstituted any Proceeding to enforce any right, power or remedy under this
\nAgreement by foreclosure, entry or otherwise, and such Proceeding shall have
\nbeen discontinued or abandoned for any reason or shall have been determined
\nadversely to the Person instituting such Proceeding, then and in<\/p>\n<\/p>\n

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every such case each such party shall, subject to any determination in such
\nProceeding, be restored to its former position and rights hereunder, and all
\nrights, remedies and powers of such party shall continue as if no such
\nProceeding had been instituted.<\/p>\n<\/p>\n

Section 4.04. Right of Certificateholders and the Liquidity Providers to
\nReceive Payments Not to Be Impaired<\/u>. Anything in this Agreement to the
\ncontrary notwithstanding but subject to each Trust Agreement, the right of any
\nCertificateholder or any Liquidity Provider, respectively, to receive payments
\nhereunder (including, without limitation, pursuant to Section 3.02) when due, or
\nto institute suit for the enforcement of any such payment on or after the
\napplicable Distribution Date, shall not be impaired or affected without the
\nconsent of such Certificateholder or such Liquidity Provider, respectively.<\/p>\n<\/p>\n

ARTICLE V<\/strong><\/p>\n

\n

DUTIES OF THE SUBORDINATION AGENT;
\nAGREEMENTS OF TRUSTEES, ETC.<\/strong><\/p>\n

\n

Section 5.01. Notice of Indenture Event of Default or Triggering
\nEvent<\/u>. (a) If the Subordination Agent shall have knowledge of an Indenture
\nEvent of Default or a Triggering Event, the Subordination Agent shall promptly
\ngive notice thereof to the Rating Agencies, American, the Liquidity Providers
\nand the Trustees by telegram, cable, facsimile or telephone (to be promptly
\nconfirmed in writing), unless such Indenture Event of Default or Triggering
\nEvent shall have been cured or waived. For all purposes of this Agreement, in
\nthe absence of actual knowledge, the Subordination Agent shall not be deemed to
\nhave knowledge of any Indenture Event of Default or Triggering Event unless
\nnotified in writing by American, one or more Trustees, one or more Liquidity
\nProviders or one or more Certificateholders; and “actual knowledge” (as used in
\nthe foregoing clause) of the Subordination Agent shall mean actual knowledge of
\nan officer in the Corporate Trust Office of the Subordination Agent.<\/p>\n<\/p>\n

(b) Other Notices<\/u>. The Subordination Agent will furnish to each
\nLiquidity Provider and each Trustee, promptly upon receipt thereof, duplicates
\nor copies of all reports, notices, requests, demands, certificates, financial
\nstatements and other instruments furnished to the Subordination Agent as
\nregistered holder of the Equipment Notes or otherwise in its capacity as
\nSubordination Agent to the extent the same shall not have been otherwise
\ndirectly distributed to such Liquidity Provider or such Trustee, as applicable,
\npursuant to any other Operative Agreement.<\/p>\n<\/p>\n

(c) Securities Position<\/u>. Upon the occurrence of an Indenture Event of
\nDefault, the Subordination Agent shall instruct the Trustees to, and the
\nTrustees shall, request that DTC post on its Internet bulletin board a
\nsecurities position listing setting forth the names of all the parties reflected
\non DTC’s books as holding interests in the Certificates.<\/p>\n<\/p>\n

(d) Reports<\/u>. Promptly after the occurrence of a Triggering Event or an
\nIndenture Event of Default resulting from the failure of American to make
\npayments on any Equipment Note and on every Regular Distribution Date while the
\nTriggering Event or such Indenture Event of Default shall be continuing, the
\nSubordination Agent will provide to the<\/p>\n<\/p>\n

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\n

Trustees, the Liquidity Providers, the Rating Agencies and American a
\nstatement setting forth the following information:<\/p>\n<\/p>\n

(i) after an American Bankruptcy Event, with respect to each Aircraft,
\nwhether such Aircraft is (A) subject to the 60-Day Period, (B) subject to an
\nelection by American under Section 1110(a) of the Bankruptcy Code, (C) covered
\nby an agreement contemplated by Section 1110(b) of the Bankruptcy Code or (D)
\nnot subject to any of (A), (B) or (C);<\/p>\n<\/p>\n

(ii) to the best of the Subordination Agent’s knowledge, after requesting
\nsuch information from American, (A) whether the Aircraft are currently in
\nservice or parked in storage, (B) the maintenance status of the Aircraft and (C)
\nthe location of the Engines (as defined in the Indentures);<\/p>\n<\/p>\n

(iii) the current Pool Balance of each Class of Certificates, the Eligible B
\nPool Balance and the outstanding principal amount of all Equipment Notes;<\/p>\n<\/p>\n

(iv) the expected amount of interest which will have accrued on the Equipment
\nNotes and on the Certificates as of the next Regular Distribution Date;<\/p>\n<\/p>\n

(v) the amounts paid to each Person on such Distribution Date pursuant to
\nthis Agreement;<\/p>\n<\/p>\n

(vi) details of the amounts paid on such Distribution Date identified by
\nreference to the relevant provision of this Agreement and the source of payment
\n(by Aircraft and party);<\/p>\n<\/p>\n

(vii) if the Subordination Agent has made a Final Drawing or a Special
\nTermination Drawing under any Liquidity Facility;<\/p>\n<\/p>\n

(viii) the amounts currently owed to each Liquidity Provider;<\/p>\n<\/p>\n

(ix) the amounts drawn under each Liquidity Facility; and<\/p>\n<\/p>\n

(x) after an American Bankruptcy Event, any operational reports filed by
\nAmerican with the bankruptcy court which are available to the Subordination
\nAgent on a non-confidential basis.<\/p>\n<\/p>\n

Section 5.02. Indemnification<\/u>. The Subordination Agent shall not be
\nrequired to take any action or refrain from taking any action under Article IV
\nunless the Subordination Agent shall have received indemnification against any
\nrisks that may be incurred in connection therewith in form and substance
\nreasonably satisfactory to it, including, without limitation, adequate advances
\nagainst costs (including fees and expenses) that may be incurred by it in
\nconnection therewith. The Subordination Agent shall not be required to take any
\naction under Article IV, nor shall any other provision of this Agreement or any
\nother Operative Agreement be deemed to impose a duty on the Subordination Agent
\nto take any action, if the Subordination Agent shall have been advised by
\noutside counsel that such action is contrary to the terms hereof or is otherwise
\ncontrary to law. Under no circumstances shall the Subordination Agent be
\nrequired to expend or risk its own funds or otherwise incur any financial
\nliability in performing<\/p>\n<\/p>\n

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its duties or exercising its rights or powers hereunder if it shall have
\nreasonable grounds for believing that repayment of such funds is not assured to
\nit.<\/p>\n<\/p>\n

Section 5.03. No Duties Except as Specified in Intercreditor
\nAgreement<\/u>. The Subordination Agent shall not have any duty or obligation to
\ntake or refrain from taking any action under, or in connection with, this
\nAgreement, except as expressly provided by the terms of this Agreement; and no
\nimplied duties or obligations shall be read into this Agreement against the
\nSubordination Agent. The Subordination Agent agrees that it will, in its
\nindividual capacity and at its own cost and expense (but without any right of
\nindemnity in respect of any such cost or expense) promptly take such action as
\nmay be necessary duly to discharge all Liens on any of the Trust Accounts or any
\nmonies deposited therein that are attributable to the Subordination Agent in its
\nindividual capacity and that are unrelated to the transaction contemplated
\nhereby and by the other Operative Agreements.<\/p>\n<\/p>\n

Section 5.04. Notice from the Liquidity Providers and Trustees<\/u>. If any
\nLiquidity Provider or Trustee has notice of an Indenture Event of Default or a
\nTriggering Event, such Person shall promptly give notice thereof to all other
\nLiquidity Providers and Trustees and to the Subordination Agent;
\nprovided<\/em>, however<\/em>, that no such Person shall have any
\nliability hereunder as a result of its failure to deliver any such notice.<\/p>\n<\/p>\n

ARTICLE VI<\/strong><\/p>\n

\n

THE SUBORDINATION AGENT<\/strong><\/p>\n

\n

Section 6.01. Authorization; Acceptance of Trusts and Duties<\/u>. Each of
\nthe Class A Trustee and, upon accession hereto, the Class B Trustee hereby
\ndesignates and appoints the Subordination Agent as the agent and trustee of such
\nTrustee under the applicable Liquidity Facility (if any) and authorizes the
\nSubordination Agent to enter into the applicable Liquidity Facility as agent and
\ntrustee for such Trustee. Each of the Liquidity Providers and the Trustees
\nhereby designates and appoints the Subordination Agent as the Subordination
\nAgent under this Agreement. U.S. Bank accepts the trusts and duties hereby
\ncreated and applicable to it and agrees to perform such duties, but only upon
\nthe terms of this Agreement and agrees to receive, handle and disburse all
\nmonies received by it in accordance with the terms hereof. The Subordination
\nAgent shall have no liability hereunder except (a) for its own willful
\nmisconduct or negligence, (b) as provided in Section 2.02 and the last sentence
\nof Section 5.03, (c) for liabilities that may result from the inaccuracy of any
\nrepresentation or warranty of the Subordination Agent made in its individual
\ncapacity in any Operative Agreement and (d) as otherwise expressly provided
\nherein or in the other Operative Agreements.<\/p>\n<\/p>\n

Section 6.02. Absence of Duties<\/u>. The Subordination Agent shall have no
\nduty to see to any recording or filing of this Agreement or any other document,
\nor to see to the maintenance of any such recording or filing.<\/p>\n<\/p>\n

Section 6.03. No Representations or Warranties as to Documents<\/u>. The
\nSubordination Agent shall not be deemed to have made any representation or
\nwarranty as to the validity, legality or enforceability of this Agreement or any
\nother Operative Agreement or as to the correctness of any statement contained
\nherein or therein (other than the representations and<\/p>\n<\/p>\n

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warranties of the Subordination Agent made in its individual capacity under
\nany Operative Agreement), except that the Subordination Agent hereby represents
\nand warrants that each of said specified documents to which it is a party has
\nbeen or will be duly executed and delivered by one of its officers who is and
\nwill be duly authorized to execute and deliver such document on its behalf. The
\nCertificateholders, the Trustees and the Liquidity Providers make no
\nrepresentation or warranty hereunder whatsoever.<\/p>\n<\/p>\n

Section 6.04. No Segregation of Monies; No Interest<\/u>. Any monies paid
\nto or retained by the Subordination Agent pursuant to any provision hereof and
\nnot then required to be distributed to any Trustee or any Liquidity Provider as
\nprovided in Articles II and III or deposited into one or more Trust Accounts
\nneed not be segregated in any manner except to the extent required by such
\nArticles II and III and by law, and the Subordination Agent shall not (except as
\notherwise provided in Section 2.02) be liable for any interest thereon;
\nprovided<\/em>, however<\/em>, that any payments received or applied
\nhereunder by the Subordination Agent shall be accounted for by the Subordination
\nAgent so that any portion thereof paid or applied pursuant hereto shall be
\nidentifiable as to the source thereof.<\/p>\n<\/p>\n

Section 6.05. Reliance; Agents; Advice of Counsel<\/u>. The Subordination
\nAgent shall not incur any liability to anyone in acting upon any signature,
\ninstrument, notice, resolution, request, consent, order, certificate, report,
\nopinion, bond or other document or paper believed by it to be genuine and
\nbelieved by it to be signed by the proper party or parties. As to the Pool
\nBalance of any Trust as of any date, the Subordination Agent may for all
\npurposes hereof rely on a certificate signed by any Responsible Officer of the
\napplicable Trustee, and such certificate shall constitute full protection to the
\nSubordination Agent for any action taken or omitted to be taken by it in good
\nfaith in reliance thereon. As to any fact or matter relating to the Liquidity
\nProviders or the Trustees the manner of ascertainment of which is not
\nspecifically described herein, the Subordination Agent may for all purposes
\nhereof rely on a certificate, signed by any Responsible Officer of the
\napplicable Liquidity Provider or Trustee, as the case may be, as to such fact or
\nmatter, and such certificate shall constitute full protection to the
\nSubordination Agent for any action taken or omitted to be taken by it in good
\nfaith in reliance thereon. In the administration of the trusts hereunder, the
\nSubordination Agent may (a) execute any of the trusts or powers hereof and
\nperform its powers and duties hereunder directly or through agents or attorneys
\nand (b) consult with counsel, accountants and other skilled Persons to be
\nselected and retained by it. The Subordination Agent shall not be liable for
\nanything done, suffered or omitted in good faith by it in accordance with the
\nadvice or opinion of any such counsel, accountants or other skilled Persons
\nacting within such counsel’s, accountants’ or Person’s area of competence (so
\nlong as the Subordination Agent shall have exercised reasonable care and
\njudgment in selecting such Persons).<\/p>\n<\/p>\n

Section 6.06. Capacity in Which Acting<\/u>. The Subordination Agent acts
\nhereunder solely as agent or trustee herein and not in its individual capacity,
\nexcept as otherwise expressly provided herein and in the Operative Agreements.\n<\/p>\n<\/p>\n

Section 6.07. Compensation<\/u>. The Subordination Agent shall be entitled
\nto such compensation, including reasonable expenses and disbursements, for all
\nservices rendered hereunder as American and the Subordination Agent may agree
\nfrom time to time in writing and shall have a priority claim to the extent set
\nforth in Article III on all monies collected hereunder<\/p>\n<\/p>\n

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for the payment of such compensation, to the extent that such compensation
\nshall not be paid by others. The Subordination Agent agrees that it shall have
\nno right against any Trustee or any Liquidity Provider for any fee as
\ncompensation for its services as agent under this Agreement. The provisions of
\nthis Section 6.07 shall survive the termination of this Agreement.<\/p>\n<\/p>\n

Section 6.08. May Become Certificateholder<\/u>. The institution acting as
\nSubordination Agent hereunder may become a Certificateholder and have all rights
\nand benefits of a Certificateholder to the same extent as if it were not the
\ninstitution acting as the Subordination Agent.<\/p>\n<\/p>\n

Section 6.09. Subordination Agent Required; Eligibility<\/u>. There shall
\nat all times be a Subordination Agent hereunder that is a Citizen of the United
\nStates, a bank, trust company or other financial institution organized and doing
\nbusiness under the laws of the United States or any state thereof and eligible
\nto act as a trustee under Section 310(a) of the Trust Indenture Act of 1939, as
\namended, and that has a combined capital and surplus of at least $75,000,000 (or
\na combined capital and surplus in excess of $5,000,000 and the obligations of
\nwhich, whether now in existence or hereafter incurred, are fully and
\nunconditionally guaranteed by a corporation organized under the laws of the
\nUnited States or any State or territory thereof or the District of Columbia and
\nhaving a combined capital and surplus of at least $75,000,000). If such bank,
\ntrust company or other financial institution or such corporation publishes
\nreports of condition at least annually, pursuant to law or to the requirements
\nof federal, state, territorial or District of Columbia supervising or examining
\nauthority, then for the purposes of this Section 6.09 the combined capital and
\nsurplus of such bank, trust company or other financial institution or such
\ncorporation shall be deemed to be its combined capital and surplus as set forth
\nin its most recent report of condition so published.<\/p>\n<\/p>\n

In case at any time the Subordination Agent shall cease to be eligible in
\naccordance with the provisions of this Section 6.09, the Subordination Agent
\nshall resign immediately in the manner and with the effect specified in Section
\n7.01.<\/p>\n<\/p>\n

Section 6.10. Money to Be Held in Trust<\/u>. All Equipment Notes, monies
\nand other property deposited with or held by the Subordination Agent pursuant to
\nthis Agreement shall be held in trust for the benefit of the parties entitled to
\nsuch Equipment Notes, monies and other property and the Subordination Agent, in
\nits individual capacity, hereby waives all rights of set-off and counterclaim
\nwith respect to all such property.<\/p>\n<\/p>\n

Section 6.11. Notice of Substitution or Replacement of Airframe<\/u>. If
\nthe Subordination Agent, in its capacity as a holder of Equipment Notes issued
\nunder an Indenture, receives a notice of substitution of a Substitute Airframe
\n(as defined in such Indenture) pursuant to Section 7.04(e) of such Indenture or
\na notice of delivery of a Replacement Airframe (as defined in such Indenture)
\npursuant to Section 7.05(a) of such Indenture, the Subordination Agent shall
\npromptly (i) provide a copy of such notice to each Trustee, each Liquidity
\nProvider and each Rating Agency and (ii) on behalf of each Trustee post such
\nnotice on DTC’s Internet bulletin board or make such other commercially
\nreasonable efforts as the Subordination Agent may deem appropriate to make the
\ncontents of such notice available to all Certificateholders.<\/p>\n<\/p>\n

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ARTICLE VII<\/strong><\/p>\n

\n

SUCCESSOR SUBORDINATION AGENT<\/strong><\/p>\n

\n

Section 7.01. Replacement of Subordination Agent; Appointment of
\nSuccessor<\/u>. (a) The Subordination Agent or any successor thereto must resign
\nif at any time it fails to comply with Section 6.09 and may resign at any time
\nwithout cause by giving 60 days’ prior written notice to American, the Trustees
\nand the Liquidity Providers. The Controlling Party or American (only so long as
\nno Indenture Event of Default has occurred or is continuing) may remove the
\nSubordination Agent for cause by so notifying the Subordination Agent and may
\nappoint a successor Subordination Agent. The Controlling Party (or the party
\nthat would be the Controlling Party if an Indenture Event of Default had
\noccurred) shall remove the Subordination Agent if:<\/p>\n<\/p>\n

(1) the Subordination Agent fails to comply with Section 6.09;<\/p>\n<\/p>\n

(2) the Subordination Agent is adjudged bankrupt or insolvent or files a
\nbankruptcy petition;<\/p>\n<\/p>\n

(3) a receiver of the Subordination Agent shall be appointed or any public
\nofficer shall take charge or control of the Subordination Agent or its property
\nor affairs for the purpose of rehabilitation, conservation or liquidation; or\n<\/p>\n<\/p>\n

(4) the Subordination Agent otherwise becomes incapable of acting.<\/p>\n<\/p>\n

If the Subordination Agent resigns or is removed or if a vacancy exists in
\nthe office of Subordination Agent for any reason (the Subordination Agent in
\nsuch event being referred to herein as the retiring Subordination Agent), the
\nControlling Party (or the party that would be the Controlling Party if an
\nIndenture Event of Default had occurred) shall promptly appoint a successor
\nSubordination Agent. If a successor Subordination Agent shall not have been
\nappointed within 60 days after such notice of resignation or removal, the
\nretiring Subordination Agent, one or more of the Trustees or one or more of the
\nLiquidity Providers may petition any court of competent jurisdiction for the
\nappointment of a successor Subordination Agent to act until such time, if any,
\nas a successor shall have been appointed as provided above.<\/p>\n<\/p>\n

A successor Subordination Agent shall deliver (x) a written acceptance of its
\nappointment as Subordination Agent hereunder to the retiring Subordination Agent
\nand (y) a written assumption of its obligations hereunder and under each
\nLiquidity Facility to each party hereto, upon which the resignation or removal
\nof the retiring Subordination Agent shall become effective, and the successor
\nSubordination Agent shall have all the rights, powers and duties of the
\nSubordination Agent under this Agreement. The successor Subordination Agent
\nshall mail a notice of its succession to American, the Liquidity Providers and
\nthe Trustees. The retiring Subordination Agent shall promptly transfer its
\nrights under each of the Liquidity Facilities and all of the property and all
\nbooks and records, or true, complete and correct copies thereof, held by it as
\nSubordination Agent to the successor Subordination Agent.<\/p>\n<\/p>\n

If the Subordination Agent fails to comply with Section 6.09 (to the extent
\napplicable), one or more of the Trustees or one or more of the Liquidity
\nProviders may petition a<\/p>\n<\/p>\n

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court of competent jurisdiction for the removal of the Subordination Agent
\nand the appointment of a successor Subordination Agent.<\/p>\n<\/p>\n

Notwithstanding the foregoing, no resignation or removal of the Subordination
\nAgent shall be effective unless and until a successor has been appointed. No
\nappointment of a successor Subordination Agent shall be effective unless and
\nuntil the Rating Agencies shall have delivered a Ratings Confirmation with
\nrespect to each Class of Certificates then rated by the Rating Agencies.<\/p>\n<\/p>\n

(b) Any corporation, bank, trust company or other financial institution into
\nwhich the Subordination Agent may be merged or converted or with which it may be
\nconsolidated, or any corporation, bank, trust company or other financial
\ninstitution resulting from any merger, conversion or consolidation to which the
\nSubordination Agent shall be a party, or any corporation, bank, trust company or
\nother financial institution succeeding to all or substantially all of the
\ncorporate trust business of the Subordination Agent, shall be the successor of
\nthe Subordination Agent hereunder, provided, <\/em>that such corporation,
\nbank, trust company or other financial institution shall be otherwise qualified
\nand eligible under Section 6.09, without the execution or filing of any paper or
\nany further act on the part of any of the parties hereto, except that such
\ncorporation, bank, trust company or other financial institution shall give
\nprompt notice of such transaction to the Liquidity Providers and American.<\/p>\n<\/p>\n

ARTICLE VIII<\/strong><\/p>\n

\n

SUPPLEMENTS AND AMENDMENTS<\/strong><\/p>\n

\n

Section 8.01. Amendments, Waivers, Etc<\/u>. (a) This Agreement may not be
\nsupplemented, amended or modified without the consent of each Trustee (acting,
\nexcept in the case of any amendment pursuant to Section 3.05(e)(v) or any
\namendment contemplated by the last sentence of this Section 8.01(a), with the
\nconsent of holders of Outstanding Certificates of the related Class evidencing
\nFractional Undivided Interests in the related Trust aggregating not less than a
\nmajority in interest in such Trust or as otherwise authorized pursuant to the
\nrelevant Trust Agreement (including, without limitation, without the consent of
\nthe Certificateholders to the extent permitted thereby, Section 9.01 thereof)),
\nthe Subordination Agent and each Liquidity Provider; provided<\/em>,
\nhowever<\/em>, that this Agreement may be supplemented, amended or modified
\nwithout the consent of any Trustee or the Subordination Agent in order (i) to
\ncure any ambiguity or omission or to correct any mistake, (ii) to correct or
\nsupplement any provision, or (iii) to make any other provision in regard to
\nmatters or questions arising hereunder that will not materially adversely affect
\nthe interests of any Trustee or the holders of the related Class of
\nCertificates, and without the consent of any Liquidity Provider if such
\nsupplement, amendment or modification is in accordance with Section 8.01(c) or
\n8.01(d); provided, further, however<\/em>, that, if such supplement,
\namendment or modification (x) would directly or indirectly amend, modify or
\nsupersede, or otherwise conflict with, Section 2.02(b), 3.05(c), 3.05(e),
\n3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 8.01(a), the
\nlast sentence of Section 8.01(a), Section 8.01(c), 8.01(d) or 9.06
\n(collectively, the “American Provisions<\/u>“), (y) would otherwise affect the
\ninterests of any potential Replacement Liquidity Provider or replacement
\nDepositary or of American with respect to American’s ability to replace any
\nLiquidity Facility or the Depositary or with respect to American’s payment
\nobligations under any Operative Agreement<\/p>\n<\/p>\n

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\n

\n

or (z) is made pursuant to the last sentence of this Section 8.01(a) or
\npursuant to Section 8.01(c) or pursuant to Section 8.01(d), then such
\nsupplement, amendment or modification shall not be effective without the
\nadditional written consent of American. Notwithstanding the foregoing, without
\nthe consent of each Certificateholder affected thereby and each Liquidity
\nProvider, no supplement, amendment or modification of this Agreement may (i)
\nreduce the percentage of the interest in any Trust evidenced by the Certificates
\nissued by such Trust necessary to consent to modify or amend any provision of
\nthis Agreement or to waive compliance therewith or (ii) except as provided in
\nthe last sentence of this Section 8.01(a) or Section 8.01(c) or Section 8.01(d),
\nmodify Section 2.04, 3.02 or 3.03 hereof relating to the distribution of monies
\nreceived by the Subordination Agent hereunder from the Equipment Notes or
\npursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a)
\nshall require the consent of a Trustee at any time following the payment of
\nFinal Distributions with respect to the related Class of Certificates. If the
\nReplacement Liquidity Facility for any Liquidity Facility is to be comprised of
\nmore than one instrument as contemplated by the definition of the term
\n“Replacement Liquidity Facility”, then each party hereto agrees to amend this
\nAgreement and the other Operative Agreements to incorporate appropriate
\nmechanics for multiple Liquidity Facilities for a single Trust.<\/p>\n<\/p>\n

(b) In the event that the Subordination Agent, as the registered holder of
\nany Equipment Notes, receives a request for its consent to any amendment,
\nsupplement, modification, approval, consent or waiver under such Equipment
\nNotes, the Indenture pursuant to which such Equipment Notes were issued or the
\nrelated Participation Agreement, the Parent Guarantee or other related document,
\n(i) if no Indenture Event of Default shall have occurred and be continuing with
\nrespect to such Indenture, the Subordination Agent shall request directions with
\nrespect to each series of such Equipment Notes from the Trustee of the Trust
\nwhich holds such Equipment Notes and shall vote or consent in accordance with
\nthe directions of such Trustee and (ii) if any Indenture Event of Default shall
\nhave occurred and be continuing with respect to such Indenture, the
\nSubordination Agent will exercise its voting rights as directed by the
\nControlling Party, subject to Sections 4.01 and 4.04. Notwithstanding the
\nforegoing, without the consent of each Liquidity Provider and each
\nCertificateholder holding Certificates representing a Fractional Undivided
\nInterest in the Equipment Notes under the applicable Indenture held by the
\nSubordination Agent, no such amendment, supplement, modification, approval,
\nconsent or waiver shall (i) reduce the principal amount of, Premium, if any, or
\ninterest on, any Equipment Note under such Indenture; (ii) change the date on
\nwhich any principal amount of, Premium, if any, or interest on any Equipment
\nNote under such Indenture, is due or payable; (iii) create any Lien with respect
\nto the Collateral subject to such Indenture prior to or pari passu
\n<\/em>with the Lien thereon under such Indenture except such as are permitted by
\nsuch Indenture; provided, <\/em>that, without the consent of each
\nCertificateholder, no such amendment, supplement, modification, approval,
\nconsent or waiver shall modify Section 3.03 or Section 9.02(a)(3) of such
\nIndenture or deprive any Certificateholder of the benefit of the Lien of such
\nIndenture on such Collateral, except as provided in connection with the exercise
\nof remedies under Article IV of such Indenture; (iv) reduce the percentage of
\nthe outstanding principal amount of the Equipment Notes under such Indenture the
\nconsent of whose holders is required for any supplemental agreement, or the
\nconsent of whose holders is required for any waiver of compliance with certain
\nprovisions of such Indenture or of certain defaults thereunder or their
\nconsequences provided for in such Indenture; or (v) make any change in Section
\n4.05 or Section 9.02 of such Indenture, except to provide that certain other
\nprovisions of such Indenture<\/p>\n<\/p>\n

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\n

\n

cannot be modified or waived without the consent of each holder of an
\nEquipment Note under such Indenture affected thereby.<\/p>\n<\/p>\n

(c) If Series B Equipment Notes (or Additional Equipment Notes), with respect
\nto all of the Aircraft for which Series B Equipment Notes (or, as the case may
\nbe, Additional Equipment Notes) are at the time outstanding, are redeemed and
\nnew Equipment Notes of corresponding series are to be issued in accordance with
\nthe terms of Section 2.11(b) of each Indenture and Section 4(a)(v) of the Note
\nPurchase Agreement, such series of new Equipment Notes (the “Refinancing
\nEquipment Notes<\/u>“) shall be issued to a new pass through trust (a
\n“Refinancing Trust<\/u>“) that issues a class of pass through certificates
\n(the “Refinancing Certificates<\/u>“) to certificateholders (the
\n“Refinancing Certificateholders<\/u>“) pursuant to a pass through trust
\nagreement (a “Refinancing Trust Agreement<\/u>“) with a trustee (a
\n“Refinancing Trustee<\/u>“). A Refinancing Trust, a Refinancing Trustee and
\nthe Refinancing Certificates shall be subject to all of the provisions of this
\nAgreement in the same manner as the Trust, the Trustee and the Certificates of
\nthe Class corresponding to the series of the refinanced Equipment Notes,
\nincluding, the subordination of the Refinancing Certificates to the extent
\nprovided herein to the Administration Expenses, the Liquidity Obligations, the
\nClass A Certificates and, if applicable, the Class B Certificates. Such issuance
\nof Refinancing Equipment Notes and Refinancing Certificates and the amendment of
\nthis Agreement as provided below shall require Ratings Confirmation with respect
\nto each Class of Certificates then rated by the Rating Agencies and shall not
\nmaterially adversely affect any of the Trustees in their individual capacities
\nor any of the Liquidity Providers. This Agreement shall be amended by written
\nagreement of American and the Subordination Agent to give effect to the issuance
\nof the Refinancing Certificates subject to the following terms and conditions:\n<\/p>\n<\/p>\n

(i) the Refinancing Trustee shall be added as a party to this Agreement;<\/p>\n<\/p>\n

(ii) the definitions of “Certificate”, “Class”, “Class B Certificates”,
\n“Final Legal Distribution Date”, “Trust”, “Trust Agreement” and “Controlling
\nParty” (and such other applicable definitions) shall be revised, as appropriate,
\nto reflect such issuance (and the subordination of the Refinancing Certificates
\nand the Refinancing Equipment Notes);<\/p>\n<\/p>\n

(iii) the Refinancing Certificates may have the benefit of credit support
\nsimilar to the Class A Liquidity Facility or different therefrom and claims for
\nfees, interest, expenses, reimbursement of advances and other obligations
\narising from such credit support (A) in the case of any Refinancing Certificates
\nissued in respect of the Class B Certificates, may rank pari passu
\n<\/em>with similar claims in respect of the Class A Liquidity Facility and (B) in
\nthe case of any Refinancing Certificates issued in respect of any Additional
\nCertificates, shall be subordinated to the Administration Expenses, the
\nLiquidity Obligations, the Class A Certificates and the Class B Certificates;
\nprovided, <\/em>that in each case Ratings Confirmation with respect to each
\nClass of Certificates then rated by the Rating Agencies and the prior written
\nconsent of the Liquidity Providers shall have been obtained;<\/p>\n<\/p>\n

(iv) the Refinancing Certificates cannot be issued to American but may be
\nissued to any of American’s Affiliates so long as such Affiliate shall have
\nbankruptcy remote and special purpose provisions in its certificate of
\nincorporation or other<\/p>\n<\/p>\n

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\n

\n

organizational documents and any subsequent transfer of the Refinancing
\nCertificates to any Affiliate of American shall be similarly restricted; and\n<\/p>\n<\/p>\n

(v) the scheduled payment dates on the Refinancing Equipment Notes shall be
\nthe Regular Distribution Dates.<\/p>\n<\/p>\n

The issuance of the Refinancing Certificates in compliance with all of the
\nforegoing terms of this Section 8.01(c), and any related amendment of the Parent
\nGuarantee described in Section 9.03 of the Indentures, shall not require the
\nconsent of any of the Trustees or the holders of any Class of Certificates. Each
\nof the Liquidity Providers hereby agrees and confirms that it shall be deemed to
\nconsent to any issuance and amendment in accordance with this Section 8.01(c)
\n(subject to the Liquidity Providers’ consent right in Section 8.01(c)(iii)) and
\nthat any such issuance and amendment shall not affect any of its respective
\nobligations under the applicable Liquidity Facility, provided<\/em>, that a
\ncondition to the issuance of any Refinancing Certificates issued in respect of a
\nClass of Certificates with a Liquidity Facility shall be the payment in full of
\nall amounts owed to the Liquidity Provider under such Liquidity Facility and the
\ntermination of such Liquidity Facility upon the issuance of the Refinancing
\nCertificates. The Subordination Agent shall deliver to each Trustee and each
\nLiquidity Provider (other than the Liquidity Provider of such terminated
\nLiquidity Facility) a copy of the amendments made to this Agreement and all
\nopinions, certificates and other documents delivered in connection with the
\nissuance of any Refinancing Certificates.<\/p>\n<\/p>\n

(d) Pursuant to the terms of Section 2.02 of each Indenture and Section
\n4(a)(v) of the Note Purchase Agreement, Series B Equipment Notes or one
\nadditional series of Equipment Notes (the “Additional Equipment Notes<\/u>“),
\nwhich shall be subordinated in right of payment to (in the case of the Series B
\nEquipment Notes) the Series A Equipment Notes or (in the case of the Additional
\nEquipment Notes) the Series A Equipment Notes and the Series B Equipment Notes,
\nin each case to the extent provided in the Indentures, may be issued at any
\ntime, provided <\/em>that the Additional Equipment Notes may be issued under
\nan Indenture only if the Series B Equipment Notes shall have been issued under
\nsuch Indenture prior thereto or concurrently therewith. If the Series B
\nEquipment Notes are issued under any Indenture, such Series B Equipment Notes
\nshall be issued to the Class B Trust that issues the Class B Certificates to the
\nClass B Certificateholders pursuant to the Class B Trust Agreement. If any
\nAdditional Equipment Notes are issued under any Indenture, such Additional
\nEquipment Notes shall be issued to a new pass through trust (“Additional
\nTrust<\/u>“) that issues a class of pass through certificates (the
\n“Additional Certificates<\/u>“) to certificateholders (the “Additional
\nCertificateholders<\/u>“) pursuant to a pass through trust agreement (an
\n“Additional Trust Agreement<\/u>“) with a trustee (an “Additional
\nTrustee<\/u>“). In the case of the issuance of the Additional Certificates, this
\nAgreement, including without limitation Sections 2.04, 3.01 and 3.02 hereof,
\nshall be amended by written agreement of American and the Subordination Agent to
\nprovide for the subordination of the Additional Certificates to, and to provide
\nfor distributions on the Additional Certificates after payment of, the
\nAdministration Expenses, the Liquidity Obligations, the Class A Certificates and
\nthe Class B Certificates (subject to clause (vi) below). The issuance of the
\nClass B Certificates or the Additional Certificates, and the amendment of this
\nAgreement as provided below (x) shall require Ratings Confirmation with respect
\nto each Class of Certificates then rated by the Rating Agencies, (y) in the case
\nof the issuance of the Class B Certificates, if the Class B Certificates are to
\nhave the benefit of a Class B Liquidity Facility and<\/p>\n<\/p>\n

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\n

\n

the Required Amount of the Class B Liquidity Facility would, at any date of
\ndetermination, exceed the amount set forth in Schedule A attached hereto for the
\ndate most recently preceding such date of determination (assuming that, as of
\nsuch date of determination, the Pool Balance of the Class B Certificates has
\nbeen reduced by all Expected Distributions on the Class B Certificates in
\nrespect of all Distribution Dates prior to such date of determination), shall
\nrequire the prior written consent of the Class A Liquidity Provider and (z)
\nshall not materially adversely affect any Trustee then party hereto in its
\nindividual capacity. This Agreement shall be amended by written agreement of
\nAmerican and the Subordination Agent to give effect to the issuance of the Class
\nB Certificates or Additional Certificates subject to the following terms and
\nconditions:<\/p>\n<\/p>\n

(i) each of the Class B Trustee or the Additional Trustee, as applicable, and
\n(if applicable) the Class B Liquidity Provider and the provider of any credit
\nsupport for the Additional Certificates shall be added as a party to this
\nAgreement;<\/p>\n<\/p>\n

(ii) in the case of the Class B Certificates, all Class B Related Terms shall
\nbe revised, as appropriate, to reflect the issuance of the Class B Certificates
\nand become effective upon the accession hereto of the Class B Trustee and (if
\napplicable) the Class B Liquidity Provider, and the terms “Final Legal
\nDistribution Date” and “Stated Interest Rate” to specify such date and rate for
\nthe Class B Certificates;<\/p>\n<\/p>\n

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

(iv) in the event that Class B Certificates are issued prior to the Delivery
\nPeriod Termination Date, the definitions of Deposit Agreement, Escrow and Paying
\nAgent Agreement, Escrow Agent, Escrow Receipts, Paying Agent, Paying Agent
\nAccount, Expected Distributions, Final Distributions and Pool Balance (and any
\nother applicable definition) and the related provisions hereof shall be
\nappropriately revised to reflect any applicable deposit and escrow arrangement
\nin relation to the Class B Certificates;<\/p>\n<\/p>\n

(v) in the case of the Class B Certificates, if the Class B Certificates are
\nto have the benefit of a Class B Liquidity Facility, Section 3.05 and any other
\nprovisions hereof shall be revised to the extent necessary to reflect the terms
\nand conditions of the Class B Liquidity Facility, provided <\/em>that such
\nrevisions shall not materially adversely affect the Class A Liquidity Provider;\n<\/p>\n<\/p>\n

(vi) in the case of the Additional Certificates, Section 3.02 may be revised,
\nwith respect to any Additional Certificates, to provide for the distribution of
\n“Adjusted Interest” for such Additional Certificates (calculated in a manner
\nsubstantially similar to the calculation of Class B Adjusted Interest) after the
\nClass B Adjusted Interest but before Expected Distributions on the Class A
\nCertificates, provided, <\/em>that such revision shall not adversely affect
\nany Liquidity Provider (as determined by such Liquidity Provider in its
\nreasonable discretion);<\/p>\n<\/p>\n

(vii) the Additional Certificates may have the benefit of credit support
\nsimilar to the Class A Liquidity Facility or different therefrom, provided
\n<\/em>that (A) claims for fees,<\/p>\n<\/p>\n

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52<\/p>\n

\n

\n

interest, expenses, reimbursement of advances and other obligations arising
\nfrom such credit support shall be subordinated to the Administration Expenses,
\nthe Liquidity Obligations, the Class A Certificates and the Class B Certificates
\nand (B) Ratings Confirmation with respect to each Class of Certificates then
\nrated by the Rating Agencies and the prior written consent of the Liquidity
\nProviders shall have been obtained;<\/p>\n<\/p>\n

(viii) the Class B Certificates or the Additional Certificates may be rated
\nby the Rating Agencies;<\/p>\n<\/p>\n

(ix) the Class B Certificates or Additional Certificates cannot be issued to
\nAmerican but may be issued to any of American’s Affiliates so long as such
\nAffiliate shall have bankruptcy remote and special purpose provisions in its
\ncertificate of incorporation or other organizational documents and any
\nsubsequent transfer of the Class B Certificates or the Additional Certificates
\nto any Affiliate of American shall be similarly restricted; and<\/p>\n<\/p>\n

(x) the scheduled payment dates on the Series B Equipment Notes or Additional
\nEquipment Notes shall be the Regular Distribution Dates.<\/p>\n<\/p>\n

The issuance of the Class B Certificates or the Additional Certificates in
\ncompliance with all of the foregoing terms of this Section 8.01(d), and any
\namendment of the Parent Guarantee described in Sections 9.03 of the Indentures,
\nshall not require the consent of any of the Trustees then party hereto or the
\nholders of any Class of Certificates. The Class A Liquidity Provider hereby
\nagrees and confirms that it shall be deemed to consent to any issuance and
\namendment in accordance with this Section 8.01(d) (subject, in the case of the
\nClass B Certificates, to the Class A Liquidity Provider’s consent right in
\nSection 8.01(d)(y), to the extent applicable, and in the case of the Additional
\nCertificates, to the Class A Liquidity Provider’s consent right in Section
\n8.01(d)(vii)) and that any such issuance and amendment shall not affect any of
\nits obligations under the Class A Liquidity Facility. The Subordination Agent
\nshall deliver to each Trustee then party hereto and each Liquidity Provider then
\nparty hereto a copy of the amendments made to this Agreement and all opinions,
\ncertificates and other documents delivered in connection with the issuance of
\nthe Class B Certificates or Additional Certificates.<\/p>\n<\/p>\n

(e) The parties hereto acknowledge that the Class B Related Terms have been
\nincluded herein in contemplation of the issuance of Class B Certificates
\npursuant to Section 8.01(d) hereof. The parties hereto agree that prior to such
\nissuance, the Class B Related Terms (other than as provided in Section 8.01(d)
\nabove and this Section 8.01(e)) shall be of no effect and shall be disregarded.\n<\/p>\n<\/p>\n

Section 8.02. Subordination Agent Protected<\/u>. If, in the reasonable
\nopinion of the institution acting as the Subordination Agent hereunder, any
\ndocument required to be executed by it pursuant to the terms of Section 8.01
\nadversely affects any right, duty, immunity or indemnity with respect to such
\ninstitution under this Agreement or the Liquidity Facility, the Subordination
\nAgent may in its discretion decline to execute such document.<\/p>\n<\/p>\n

Section 8.03. Effect of Supplemental Agreements<\/u>. Upon the execution of
\nany amendment, consent or supplement hereto pursuant to the provisions hereof,
\nthis Agreement shall be and shall be deemed to be modified and amended in
\naccordance therewith and the<\/p>\n<\/p>\n

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53<\/p>\n

\n

\n

respective rights, limitations of rights, obligations, duties and immunities
\nunder this Agreement of the parties hereto and beneficiaries hereof shall
\nthereafter be determined, exercised and enforced hereunder subject in all
\nrespects to such modifications and amendments, and all the terms and conditions
\nof any such supplemental agreement shall be and be deemed to be part of the
\nterms and conditions of this Agreement for any and all purposes. In executing or
\naccepting any supplemental agreement permitted by this Article VIII, the
\nSubordination Agent shall be entitled to receive, and shall be fully protected
\nin relying upon, an opinion of counsel stating that the execution of such
\nsupplemental agreement is authorized or permitted by this Agreement.<\/p>\n<\/p>\n

Section 8.04. Notice to Rating Agencies<\/u>. Promptly following its
\nreceipt of each amendment, consent, modification, supplement or waiver
\ncontemplated by this Article VIII, the Subordination Agent shall send a copy
\nthereof to each Rating Agency.<\/p>\n<\/p>\n

ARTICLE IX<\/strong><\/p>\n

\n

MISCELLANEOUS<\/strong><\/p>\n

\n

Section 9.01. Termination of Intercreditor Agreement<\/u>. Following
\npayment of Final Distributions with respect to each Class of Certificates and
\nthe payment in full of all Liquidity Obligations to the Liquidity Providers and
\nprovided, <\/em>that there shall then be no other amounts due to the
\nCertificateholders, the Trustees, the Liquidity Providers and the Subordination
\nAgent hereunder or under the Trust Agreements, and that the commitment of the
\nLiquidity Providers under the Liquidity Facilities shall have expired or been
\nterminated, this Agreement shall terminate and shall be of no further force or
\neffect. Except as aforesaid or otherwise provided, this Agreement and the trusts
\ncreated hereby shall continue in full force and effect in accordance with the
\nterms hereof.<\/p>\n<\/p>\n

Section 9.02. Intercreditor Agreement for Benefit of Trustees, Liquidity
\nProviders and Subordination Agent<\/u>. Subject to the second sentence of Section
\n9.06 and the provisions of Section 4.04 and 8.01, nothing in this Agreement,
\nwhether express or implied, shall be construed to give to any Person other than
\nthe Trustees, the Liquidity Providers and the Subordination Agent any legal or
\nequitable right, remedy or claim under or in respect of this Agreement.<\/p>\n<\/p>\n

Section 9.03. Notices<\/u>. Unless otherwise expressly specified or
\npermitted by the terms hereof, all notices required or permitted under the terms
\nand provisions of this Agreement shall be in English and in writing, and any
\nsuch notice may be given by United States mail, courier service or facsimile or
\nany other customary means of communication, and any such notice shall be
\neffective when delivered (or, if mailed, three Business Days after deposit,
\npostage prepaid, in the first class United States mail and, if delivered by
\nfacsimile, upon completion of transmission and confirmation by the sender (by a
\ntelephone call to a representative of the recipient or by machine confirmation)
\nthat such transmission was received),<\/p>\n<\/p>\n

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54<\/p>\n

\n

\n\n\n\n
<\/td>\n<\/td>\n\n

if to the Subordination Agent, to:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

U.S. Bank Trust National Association
\nOne Federal Street, 3rd<\/sup> Floor
\nBoston, Massachusetts 02110
\nAttention: Corporate Trust Administration
\nRef.: American 2011-2 EETC
\nTelephone: (617) 603-6553
\nTelecopy: (617) 603-6683<\/p>\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n\n

if to any Trustee, to:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

U.S. Bank Trust National Association
\n300 Delaware Avenue, 9th<\/sup> Floor
\nMail Code EX-DE-WDAW
\nWilmington, Delaware 19801
\nAttention: Corporate Trust Services
\nRef.: American 2011-2 EETC
\nTelephone: (302) 576-3703
\nTelecopy: (302) 576-3717<\/p>\n<\/p>\n

if to the Class A Liquidity Provider, to:<\/p>\n<\/p>\n

Morgan Stanley Bank, N.A.
\nAttention: Lucy Dixon
\n1 Pierrepont Plaza, 7th Floor
\nBrooklyn, NY 11201
\nTelephone: (718) 754-2712
\nFax: (212) 507-6680<\/p>\n<\/p>\n

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

Section 9.04. Severability<\/u>. To the extent permitted by applicable law,
\nany provision of this Agreement which is prohibited or unenforceable in any
\njurisdiction shall, as to such jurisdiction, be ineffective to the extent of
\nsuch prohibition or unenforceability without invalidating the remaining
\nprovisions hereof, and any such prohibition or unenforceability in any
\njurisdiction shall not invalidate or render unenforceable such provision in any
\nother jurisdiction.<\/p>\n<\/p>\n

Section 9.05. No Oral Modifications or Continuing Waivers<\/u>. No terms or
\nprovisions of this Agreement may be changed, waived, discharged or terminated
\norally, but only by an instrument in writing signed by the party or other Person
\nagainst whom enforcement of the change, waiver, discharge or termination is
\nsought and any other party or other Person whose consent is required pursuant to
\nthis Agreement and any waiver of the terms hereof shall be effective only in the
\nspecific instance and for the specific purpose given.<\/p>\n<\/p>\n

Section 9.06. Successors and Assigns<\/u>. All covenants and agreements
\ncontained herein shall bind and inure to the benefit of, and be enforceable by,
\neach of the parties hereto and the successors and permitted assigns of each, all
\nas herein provided. In addition, the American<\/p>\n<\/p>\n

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55<\/p>\n

\n

\n

Provisions shall inure to the benefit of American and its successors and
\npermitted assigns, and (without limitation of the foregoing) American is hereby
\nconstituted, and agreed to be, an express third party beneficiary of the
\nAmerican Provisions.<\/p>\n<\/p>\n

Section 9.07. Headings<\/u>. The headings of the various Articles and
\nSections herein and in the Table of Contents hereto are for convenience of
\nreference only and shall not define or limit any of the terms or provisions
\nhereof.<\/p>\n<\/p>\n

Section 9.08. Counterparts<\/u>. This Agreement may be executed in any
\nnumber of counterparts (and each party shall not be required to execute the same
\ncounterpart). Each counterpart of this Agreement including a signature page or
\npages executed by each of the parties hereto shall be an original counterpart of
\nthis Agreement, but all of such counterparts together constitute one instrument.\n<\/p>\n<\/p>\n

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

(b) Notwithstanding the provisions of this Agreement, if prior to the payment
\nin full to the Liquidity Providers of all Liquidity Obligations then due and
\npayable any party hereto shall have received any payment or distribution in
\nrespect of Equipment Notes or any other amount under the Indentures or other
\nOperative Agreements which, had the subordination provisions of this Agreement
\nbeen properly applied to such payment, distribution or other amount, would not
\nhave been distributed to such Person, then such payment, distribution or other
\namount shall be received and held in trust by such Person and paid over or
\ndelivered to the Subordination Agent for application as provided herein.<\/p>\n<\/p>\n

(c) If any Trustee, any Liquidity Provider or the Subordination Agent
\nreceives any payment in respect of any obligations owing or amounts
\ndistributable hereunder (or, in the case of the Liquidity Providers, in respect
\nof the Liquidity Obligations), which is subsequently invalidated, declared
\npreferential, set aside and\/or required to be repaid to a trustee, receiver or
\nother party, then, to the extent of such payment, such obligations or amounts
\n(or, in the case of the Liquidity Providers, such Liquidity Obligations)
\nintended to be satisfied shall be revived and continue in full force and effect
\nas if such payment had not been received.<\/p>\n<\/p>\n

(d) The Trustees (on behalf of themselves and the holders of Certificates),
\nthe Liquidity Providers and the Subordination Agent expressly confirm and agree
\nthat the payment priorities and subordination specified in Articles II and III
\nshall apply in all circumstances, notwithstanding (x) the fact that the
\nobligations owed to the Trustees are secured by certain assets and the Liquidity
\nObligations may not be so secured or (y) the occurrence of an American
\nBankruptcy Event or any similar event or occurrence relating to any other Person
\n(it being<\/p>\n<\/p>\n

Intercreditor Agreement (2011-2)
\nAA Aircraft EETC<\/p>\n

\n

56<\/p>\n

\n

\n

expressly agreed that the payment priorities and subordination specified in
\nArticles II and III shall apply whether or not a claim for post-petition or
\npost-filing interest is allowed in the proceedings resulting from such American
\nBankruptcy Event or other event or occurrence). The Trustees expressly agree (on
\nbehalf of themselves and the holders of Certificates) not to assert priority
\nover the holders of Liquidity Obligations (except as specifically set forth in
\nSection 3.02) due to their status as secured creditors in any bankruptcy,
\ninsolvency or other legal proceeding.<\/p>\n<\/p>\n

(e) Each of the Trustees (on behalf of themselves and the holders of
\nCertificates), the Liquidity Providers and the Subordination Agent may take any
\nof the following actions without impairing its rights under this Agreement:<\/p>\n<\/p>\n

(i) obtain a Lien on any property to secure any amounts owing to it
\nhereunder, including, in the case of the Liquidity Providers, the Liquidity
\nObligations;<\/p>\n<\/p>\n

(ii) obtain the primary or secondary obligation of any other obligor with
\nrespect to any amounts owing to it hereunder, including, in the case of the
\nLiquidity Providers, any of the Liquidity Obligations;<\/p>\n<\/p>\n

(iii) renew, extend, increase, alter or exchange any amounts owing to it
\nhereunder, including, in the case of the Liquidity Providers, any of the
\nLiquidity Obligations, or release or compromise any obligation of any obligor
\nwith respect thereto;<\/p>\n<\/p>\n

(iv) refrain from exercising any right or remedy, or delay in exercising any
\nright or remedy, which it may have; or<\/p>\n<\/p>\n

(v) take any other action which might discharge a subordinated party or a
\nsurety under applicable law;<\/p>\n<\/p>\n

provided, however<\/em>, that the taking of any such actions by any of the
\nTrustees, the Liquidity Providers or the Subordination Agent shall not prejudice
\nthe rights or adversely affect the obligations of any other party under this
\nAgreement.<\/p>\n<\/p>\n

Section 9.10. Governing Law<\/u>. THIS AGREEMENT HAS BEEN DELIVERED
\nIN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
\nWITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION,
\nVALIDITY AND PERFORMANCE.<\/strong><\/p>\n<\/p>\n

Section 9.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of
\nImmunity<\/u>. (a) Each of the parties hereto, to the extent it may do so under
\napplicable law, for purposes hereof and of all other Operative Agreements hereby
\n(i) irrevocably submits itself to the non-exclusive jurisdiction of the courts
\nof the State of New York sitting in the City of New York and to the
\nnon-exclusive jurisdiction of the United States District Court for the Southern
\nDistrict of New York, for the purposes of any suit, action or other proceeding
\narising out of this Agreement, the subject matter hereof or any of the
\ntransactions contemplated hereby brought by any party or parties hereto or
\nthereto, or their successors or permitted assigns and (ii) waives, and agrees
\nnot to assert, by way of motion, as a defense, or otherwise, in any such suit,
\naction or proceeding, that the suit, action or proceeding is brought in an
\ninconvenient forum, that the<\/p>\n<\/p>\n

Intercreditor Agreement (2011-2)
\nAA Aircraft EETC<\/p>\n

\n

57<\/p>\n

\n

\n

venue of the suit, action or proceeding is improper or that this Agreement or
\nthe subject matter hereof or any of the transactions contemplated hereby may not
\nbe enforced in or by such courts.<\/p>\n<\/p>\n

(b) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS
\nTO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
\nTHIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
\nTHIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including,
\nwithout limitation, contract claims, tort claims, breach of duty claims and all
\nother common law and statutory claims. Each of the parties warrants and
\nrepresents that it has reviewed this waiver with its legal counsel, and that it
\nknowingly and voluntarily waives its jury trial rights following consultation
\nwith such legal counsel. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS
\nWAIVER IS IRREVOCABLE AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND
\nTHIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
\nMODIFICATIONS TO THIS AGREEMENT.<\/strong><\/p>\n<\/p>\n

(c) To the extent that any Liquidity Provider or any of its properties has or
\nmay hereafter acquire any right of immunity, whether characterized as sovereign
\nimmunity or otherwise, and whether under the United States Foreign Sovereign
\nImmunities Act of 1976 (or any successor legislation) or otherwise, from any
\nlegal proceedings, whether in the United States or elsewhere, to enforce or
\ncollect upon this Agreement, including, without limitation, immunity from suit
\nor service of process, immunity from jurisdiction or judgment of any court or
\ntribunal or execution of a judgment, or immunity of any of its property from
\nattachment prior to any entry of judgment, or from attachment in aid of
\nexecution upon a judgment, each of the Class A Liquidity Provider and, upon
\naccession hereto, the Class B Liquidity Provider, hereby irrevocably and
\nexpressly waives any such immunity, and agrees not to assert any such right or
\nclaim in any such proceeding, whether in the United States or elsewhere.<\/p>\n<\/p>\n

Section 9.12. Non-Petition<\/u>. Each Liquidity Provider covenants that
\nuntil one year and one day after the Equipment Notes have been paid in full, it
\nshall not acquiesce, petition or otherwise invoke or cause or join in invoking
\nor causing any Trust or any other Person to invoke the process of any
\ngovernmental authority for the purpose of commencing or sustaining a case
\n(whether voluntary or not) against such Trust under any bankruptcy, insolvency
\nor similar law or appointing a receiver, liquidator, assignee, trustee,
\ncustodian, sequestrator or other similar official of such Trust or any
\nsubstantial part of its property or ordering the winding up or liquidation of
\nthe affairs of such Trust.<\/p>\n<\/p>\n

[Remainder of Page Intentionally Left Blank<\/em>]<\/p>\n

\n

Intercreditor Agreement (2011-2)
\nAA Aircraft EETC<\/p>\n

\n

58<\/p>\n

\n

\n

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
\nexecuted by their respective officers thereunto duly authorized, as of the date
\nfirst above written.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

U.S. BANK TRUST NATIONAL ASSOCIATION,
\nas Trustee for the Class A Trust<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Alison D.B. Nadeau<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Alison D.B. Nadeau<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

MORGAN STANLEY BANK, N.A.,
\nas Class A Liquidity Provider<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Sherrese Clark<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Sherrese Clark<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Authorized Signatory<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

U.S. BANK TRUST NATIONAL ASSOCIATION,
\nas Subordination Agent<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Alison D.B. Nadeau<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Alison D.B. Nadeau<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Intercreditor Agreement (2011-2)
\nAA Aircraft EETC<\/p>\n

\n

\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

SCHEDULE A<\/strong><\/p>\n

\n

Class B Liquidity Facility<\/u><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Maximum Dollar Amount<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

April 15, 2012<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

53,300,994<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

October 15, 2012<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49,905,075<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

April 15, 2013<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47,643,868<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

October 15, 2013<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45,382,661<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

April 15, 2014<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43,121,453<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

October 15, 2014<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40,860,246<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

April 15, 2015<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

38,560,567<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

October 15, 2015<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

36,239,328<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

April 15, 2016<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33,912,602<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

October 15, 2016<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31,585,876<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

April 15, 2017<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

29,112,185<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

October 15, 2017<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

26,490,050<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

April 15, 2018<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

22,264,930<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

October 15, 2018<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19,823,339<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

April 15, 2019<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Intercreditor Agreement (2011-2)
\nAA Aircraft EETC<\/p>\n

\n

A-1<\/p>\n

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