exv4w7






Exhibit 4.7




EXECUTION VERSION





 

 


INTERCREDITOR AGREEMENT




(2011-1)



Dated as of January 25, 2011



among



U.S. BANK TRUST NATIONAL ASSOCIATION

as Trustee of the



American Airlines Pass Through Trust 2011-1A



and



American Airlines Pass Through Trust 2011-1B



NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH

as Class A Liquidity Provider



and as Class B Liquidity Provider,



and



U.S. BANK TRUST NATIONAL ASSOCIATION



as Subordination Agent


 

 



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Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I
	 
	 	 	 	 	 	 
	DEFINITIONS
	 
	 	 	 	 	 	 
	Section 1.01.

	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 
	 	 	 	 	 	 
	TRUST ACCOUNTS; CONTROLLING PARTY
	 
	 	 	 	 	 	 
	Section 2.01.

	 	Agreement to Terms of Subordination; Payments from Monies Received Only
	 	 	21	 
	Section 2.02.

	 	Trust Accounts
	 	 	21	 
	Section 2.03.

	 	Deposits to the Collection Account and Special Payments Account
	 	 	23	 
	Section 2.04.

	 	Distributions of Special Payments
	 	 	23	 
	Section 2.05.

	 	Designated Representatives
	 	 	25	 
	Section 2.06.

	 	Controlling Party
	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 
	 	 	 	 	 	 
	RECEIPT, DISTRIBUTION AND APPLICATION OF 

AMOUNTS RECEIVED
	 
	 	 	 	 	 	 
	Section 3.01.

	 	Written Notice of Distribution
	 	 	27	 
	Section 3.02.

	 	Distribution of Amounts on Deposit in the Collection Account
	 	 	29	 
	Section 3.03.

	 	Other Payments
	 	 	31	 
	Section 3.04.

	 	Payments to the Trustees and the Liquidity Providers
	 	 	31	 
	Section 3.05.

	 	Liquidity Facilities
	 	 	32	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 
	 	 	 	 	 	 
	EXERCISE OF REMEDIES
	 
	 	 	 	 	 	 
	Section 4.01.

	 	Directions from the Controlling Party
	 	 	38	 
	Section 4.02.

	 	Remedies Cumulative
	 	 	41	 
	Section 4.03.

	 	Discontinuance of Proceedings
	 	 	41	 
	Section 4.04.

	 	Right of Certificateholders and the Liquidity Providers to Receive Payments Not to Be Impaired
	 	 	41	 





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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE V
	 
	 	 	 	 	 	 
	DUTIES OF THE SUBORDINATION AGENT;

AGREEMENTS OF TRUSTEES, ETC.
	 
	 	 	 	 	 	 
	Section 5.01.

	 	Notice of Indenture Event of Default or Triggering Event
	 	 	41	 
	Section 5.02.

	 	Indemnification
	 	 	43	 
	Section 5.03.

	 	No Duties Except as Specified in Intercreditor Agreement
	 	 	43	 
	Section 5.04.

	 	Notice from the Liquidity Providers and Trustees
	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 
	 	 	 	 	 	 
	THE SUBORDINATION AGENT
	 
	 	 	 	 	 	 
	Section 6.01.

	 	Authorization; Acceptance of Trusts and Duties	 	 	43	 
	Section 6.02.

	 	Absence of Duties
	 	 	44	 
	Section 6.03.

	 	No Representations or Warranties as to Documents
	 	 	44	 
	Section 6.04.

	 	No Segregation of Monies; No Interest
	 	 	44	 
	Section 6.05.

	 	Reliance; Agents; Advice of Counsel
	 	 	44	 
	Section 6.06.

	 	Capacity in Which Acting
	 	 	45	 
	Section 6.07.

	 	Compensation
	 	 	45	 
	Section 6.08.

	 	May Become Certificateholder
	 	 	45	 
	Section 6.09.

	 	Subordination Agent Required; Eligibility
	 	 	45	 
	Section 6.10.

	 	Money to Be Held in Trust
	 	 	46	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 
	 	 	 	 	 	 
	SUCCESSOR SUBORDINATION AGENT
	 
	 	 	 	 	 	 
	Section 7.01.

	 	Replacement of Subordination Agent; Appointment of Successor
	 	 	46	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 
	 	 	 	 	 	 
	SUPPLEMENTS AND AMENDMENTS
	 
	 	 	 	 	 	 
	Section 8.01.

	 	Amendments, Waivers, Etc
	 	 	47	 
	Section 8.02.

	 	Subordination Agent Protected
	 	 	52	 
	Section 8.03.

	 	Effect of Supplemental Agreements
	 	 	52	 
	Section 8.04.

	 	Notice to Rating Agencies
	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 
	 	 	 	 	 	 
	MISCELLANEOUS
	 
	 	 	 	 	 	 
	Section 9.01.

	 	Termination of Intercreditor Agreement
	 	 	52	 
	Section 9.02.

	 	Intercreditor Agreement for Benefit of Trustees, Liquidity Providers and Subordination Agent
	 	 	52	 
	Section 9.03.

	 	Notices
	 	 	52	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	Section 9.04.

	 	Severability
	 	 	54	 
	Section 9.05.

	 	No Oral Modifications or Continuing Waivers
	 	 	54	 
	Section 9.06.

	 	Successors and Assigns
	 	 	54	 
	Section 9.07.

	 	Headings
	 	 	54	 
	Section 9.08.

	 	Counterparts
	 	 	54	 
	Section 9.09.

	 	Subordination
	 	 	54	 
	Section 9.10.

	 	Governing Law
	 	 	56	 
	Section 9.11.

	 	Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity
	 	 	56	 
	Section 9.12.

	 	Non-Petition
	 	 	57	 






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INTERCREDITOR AGREEMENT




          This INTERCREDITOR AGREEMENT, dated as of January 25, 2011, is made by and among U.S. BANK
TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together
with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity but
solely as trustee of each Trust (such term and other capitalized terms used herein without
definition being defined as provided in Article I); NATIXIS S.A., a societé anonyme organized under
the laws of France, acting via its New York Branch (“Natixis”), as Class A Liquidity
Provider and Class B Liquidity Provider, and U.S. BANK TRUST NATIONAL ASSOCIATION, not in its
individual capacity except as expressly set forth herein, but solely as Subordination Agent and
trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VII,
the “Subordination Agent”).




          WHEREAS, pursuant to each Indenture with respect to an Aircraft, American will issue on a
recourse basis two series of Equipment Notes secured by, among other things, such Aircraft;




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




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




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




          WHEREAS, the Liquidity Provider proposes to enter into two separate revolving credit
agreements with the Subordination Agent, as agent and trustee for the Trustee of each of the Class
A Trust and the Class B Trust, respectively, for the benefit of the Certificateholders of such
Trust; and




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




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






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ARTICLE I




DEFINITIONS



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




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



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



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



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



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



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




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




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




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




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




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




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




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




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







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




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




          “Agreement” means this Intercreditor Agreement, dated as of January 25, 2011, as it may be
amended, supplemented or otherwise modified from time to time.




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




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




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





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




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




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




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



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



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




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




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




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




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




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




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




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




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




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







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




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




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




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




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




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




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




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




          “Class A Liquidity Facility” means, initially, the Revolving Credit Agreement (2011-1A), dated
as of the date hereof, between the Subordination Agent, as agent and trustee for the Class A
Trustee, and Natixis and, from and after the replacement of such agreement pursuant hereto, the
Replacement Liquidity Facility therefor, if any, in each case as amended, supplemented or otherwise
modified from time to time in accordance with its terms; provided, that, for purposes of any
obligation of American, no amendment, modification or supplement to, or substitution or replacement
of, any Class A Liquidity Facility shall be effective unless consented to by American.







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




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




          “Class A Trust” means the American Airlines Pass Through Trust 2011-1A created and
administered pursuant to the Class A Trust Agreement.




          “Class A Trust Agreement” means the Basic Agreement, as supplemented by Trust Supplement No.
2011-1A thereto, dated as of the date hereof, governing the creation and administration of the
American Airlines Pass Through Trust 2011-1A and the issuance of the Class A Certificates, as the
same may be amended, supplemented or otherwise modified from time to time in accordance with its
terms.




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




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




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




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







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




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




          “Class B Liquidity Facility” means, initially, the Revolving Credit Agreement (2011-1B), dated
as of the date hereof, between the Subordination Agent as agent and trustee for the Class B
Trustee, and Natixis and, from and after the replacement of such agreement pursuant hereto, the
Replacement Liquidity Facility therefor, if any, in each case as amended, supplemented or otherwise
modified from time to time in accordance with its terms; provided, that, for purposes of any
obligation of American, no Class B Liquidity Facility and no amendment, modification or supplement
to, or substitution or replacement of, any Class B Liquidity Facility shall be effective unless
consented to by American.




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




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




          “Class B Trust” means the American Airlines Pass Through Trust 2011-1B created and
administered pursuant to the Class B Trust Agreement.




          “Class B Trust Agreement” means the Basic Agreement, as supplemented by Trust Supplement No.
2011-1B thereto, dated as of the date hereof, governing the creation and administration of the
American Airlines Pass Through Trust 2011-1B and the issuance of the Class B Certificates, as the
same may be amended, supplemented or otherwise modified from time to time in accordance with its
terms.




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




          “Closing Date” means January 25, 2011.




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




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







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




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




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




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




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




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




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




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




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




          “Deposits” with respect to any Class of Certificates, has the meaning set forth in the Deposit
Agreement pertaining to such Class.




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




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




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




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







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




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




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




          “DTC” means The Depository Trust Company.




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




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






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Subordination Agent, in its individual capacity, or such Liquidity Provider shall have waived
all rights of set-off and counterclaim with respect to such account.




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




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




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




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




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




          “Escrow and Paying Agent Agreement” means, with respect to any Class of Certificates, the
Escrow and Paying Agent Agreement pertaining to such Class, dated as of the date hereof, between
the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same
may be amended, modified or supplemented from time to time in accordance with the terms thereof.







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          “Escrow Receipts” has the meaning assigned to such term in the Escrow and Paying Agent
Agreement for the Class A Trust or Class B Trust, as applicable.




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




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




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




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




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







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




          “Final Legal Distribution Date” means (i) with respect to the Class A Certificates, July 31,
2022 and (ii) with respect to the Class B Certificates, July 31, 2019.




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




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




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




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




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




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




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




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




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




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




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




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




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







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




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




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




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




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




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




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




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




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




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




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




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




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




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







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




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





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




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




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


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




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




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




          “Parent Guarantee” means the Guarantee, dated as of January 25, 2011, from the Parent to U.S.
Bank Trust National Association, in its individual capacity and as Class A Trustee, Class B
Trustee, Subordination Agent and Loan Trustee, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.







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




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




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




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




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




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




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




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




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




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







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




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




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




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




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




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




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




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




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




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




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




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




          “Regular Distribution Dates” means each January 31 and each July 31, commencing on July 31,
2011; provided, however, that, if any such day shall not be a Business Day, the related
distribution shall be made on the next succeeding Business Day without additional interest.







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




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




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




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




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




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







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




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




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




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




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




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




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




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




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




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







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




          “Special Termination Notice” with respect to any Liquidity Facility has the meaning assigned
to such term in such Liquidity Facility.




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




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




          “Stated Interest Rate” means with respect to (i) the Class A Certificates, 5.25% per annum and
(ii) the Class B Certificates, 7.00% per annum.




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




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




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




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




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




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




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




          “Triggering Event” means (x) the occurrence of an Indenture Event of Default under all of the
Indentures resulting in a PTC Event of Default with respect to the most senior






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Class of Certificates then Outstanding, (y) the Acceleration of all of the outstanding
Equipment Notes; provided, that, with respect to the period prior to the Delivery Period
Termination Date, the aggregate principal balance of such Equipment Notes is in excess of
$370,000,000 or (z) the occurrence of an American Bankruptcy Event.




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




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




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




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




          “Trust Supplement” means an agreement supplemental to the Basic Agreement pursuant to which
(i) a separate trust is created for the benefit of the holders of Certificates of a Class, (ii) the
issuance of the Certificates of a Class representing Fractional Undivided Interests in such trust
is authorized and (iii) the terms of the Certificates of such Class are established, as such
agreement may from time to time be supplemented, amended or otherwise modified.




          “Trustee” means the Class A Trustee or the Class B Trustee.




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




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




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




          “Underwriters”
means Goldman Sachs & Co., Deutsche Bank Securities Inc. and Morgan Stanley &
Co. Incorporated.




          “Underwriting Agreement” means the Underwriting Agreement, dated January 20, 2011, among the
Underwriters and American, as the same may be amended, supplemented or otherwise modified from time
to time in accordance with its terms.




          “United States” means the United States of America.




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




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




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







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ARTICLE II




TRUST ACCOUNTS; CONTROLLING PARTY



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




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




          (c) Notwithstanding anything to the contrary in this Agreement and in the other Operative
Agreements, the Certificates do not represent indebtedness of the related Trust, and references in
this Agreement and the Operative Agreements to accrued interest or principal amounts payable on the
Certificates of any Class are included only for computational purposes. For purposes of such
computations, the Certificates of any Class shall be deemed to be comprised of interest and
principal components, with the principal component deemed to be the Pool Balance, and the interest
component deemed to equal interest accruing at the Stated Interest Rate for such Class of
Certificates from (i) the later of (1) the date of the issuance thereof and (2) the most recent but
preceding Distribution Date to which such interest was distributed (ii) to, but excluding, the
applicable date of determination, such interest to be considered payable in arrears and to be
calculated on the basis of a 360-day year comprised of twelve 30-day months.




          Section 2.02. Trust Accounts. (a) Upon the execution of this Agreement, the
Subordination Agent shall establish and maintain in its name (i) the Collection Account as an






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




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




          (c) The Subordination Agent shall possess all right, title and interest in all funds on
deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income
thereon, except as otherwise expressly provided herein with respect to Investment Earnings). The
Trust Accounts shall be held in trust by the Subordination Agent under the sole dominion and
control of the Subordination Agent for the benefit of the applicable Trustee, the applicable
Certificateholders and the applicable Liquidity Provider, as the case may be. If, at any






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time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Subordination
Agent shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, to
which a Rating Agency may consent) establish a new Collection Account, Special Payments Account or
Cash Collateral Account, as the case may be, as an Eligible Deposit Account and shall transfer any
cash and/or any investments to such new Collection Account, Special Payments Account or Cash
Collateral Account, as the case may be. So long as the Subordination Agent is an Eligible
Institution, the Trust Accounts shall be maintained with it as Eligible Deposit Accounts.




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




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




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




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




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







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




          (iii) clause “seventh” thereof shall be deemed to read as follows: “seventh, such amount as
shall be required to pay accrued, due and unpaid interest at the Stated Interest Rate on the
outstanding Pool Balance of the Class A Certificates, together with (without duplication) any other
accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount of the
Series A Equipment Notes held in the Class A Trust being redeemed, purchased or prepaid, in each
case excluding interest, if any, payable with respect to the Deposits relating to the Class A Trust
shall be paid to the Class A Trustee”;




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




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




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




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







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




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




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




          Section 2.06. Controlling Party. (a) Subject to Section 8.01(b), the Trustees and
the Liquidity Providers hereby agree that, with respect to any Indenture at any given time, the
Loan Trustee thereunder will be directed: (i) so long as no Indenture Event of Default has
occurred and is continuing thereunder, in taking, or refraining from taking, any action under such
Indenture or with respect to the Equipment Notes issued thereunder by a Majority in Interest of
Noteholders of such Equipment Notes (provided, that, for so long as the Subordination Agent is the
registered holder of such Equipment Notes, the Subordination Agent shall act with respect to this
clause (i) in accordance with the directions of the Trustees (in the case of each such Trustee,






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with respect to the Equipment Notes issued under such Indenture and held as Trust Property of
such Trust) constituting, in the aggregate, directions with respect to an outstanding principal
amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a
Majority in Interest of Noteholders), and (ii) after the occurrence and during the continuance of
an Indenture Event of Default thereunder, in taking, or refraining from taking, any action under
such Indenture or with respect to such Equipment Notes issued thereunder, including exercising
remedies thereunder (including Accelerating the Equipment Notes issued thereunder or foreclosing
the Lien created thereunder on the Aircraft securing such Equipment Notes), by the Controlling
Party.




          (b) Subject to paragraph (c) below, the “Controlling Party” shall be (x) the Class A Trustee
and (y) upon payment of Final Distributions to the holders of Class A Certificates, the Class B
Trustee. For purposes of giving effect to the provisions of Section 2.06(a) and this Section
2.06(b), the Trustees (other than the Controlling Party) irrevocably agree (and the
Certificateholders (other than the Certificateholders represented by the Controlling Party) shall
be deemed to agree by virtue of their purchase of Certificates) that the Subordination Agent, as
record holder of the Equipment Notes, and subject always to the provisions of Section 2.06(a) and
Article VIII, shall exercise its voting rights in respect of the Equipment Notes so held by the
Subordination Agent as directed by the Controlling Party and any vote so exercised shall be binding
upon the Trustees and all Certificateholders.




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




          (c) Notwithstanding the foregoing, at any time after 18 months from the earliest to occur of
(i) the date on which the entire Available Amount as of such date under any Liquidity Facility
shall have been drawn (for any reason other than a Downgrade Drawing or a Non-Extension Drawing but
including a Final Drawing, a Special Termination Drawing or a Downgrade Drawing or Non-Extension
Drawing that has been converted into a Final Drawing under such Liquidity Facility) and remains
unreimbursed, (ii) the date on which the entire amount of any Downgrade Drawing or Non-Extension
Drawing under any Liquidity Facility shall have become and remain “Applied Downgrade Advances” or
“Applied Non-Extension Advances”, as the case may be, under and as defined in such Liquidity
Facility and (iii) the date on which all Equipment Notes under all Indentures shall have been
Accelerated (provided, that (x) with respect to the period prior to the Delivery Period
Termination Date, such Equipment Notes have an aggregate outstanding principal balance of in excess
of $370,000,000, and (y) in the event of a bankruptcy proceeding under the Bankruptcy Code in which
American is a debtor, any amounts payable in respect of Equipment Notes which have become
immediately due and payable by declaration or otherwise shall not be considered Accelerated for
purposes of this sub-clause (iii) until the expiration of the 60-Day Period or such longer period
as may apply under Section 1110(a)(2)(B) or Section 1110(b) of the Bankruptcy Code), the Liquidity
Provider with the greatest amount of unreimbursed Liquidity Obligations owed to it (so long as such
Liquidity






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Provider has not defaulted in its obligation to make any Drawing under its Liquidity Facility)
shall have the right to elect, by Written Notice to the Subordination Agent and each of the
Trustees, to become the Controlling Party hereunder with respect to any Indenture at any time from
and including the last day of such 18-month period.




          (d) [Reserved].




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




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




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




ARTICLE III




RECEIPT, DISTRIBUTION AND APPLICATION OF

AMOUNTS RECEIVED



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





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




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




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



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     (iv) Each Trustee shall set forth the amounts to be paid in accordance with clause
“sixth” of Section 3.02 hereof.



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




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




          (d) Any Written Notice delivered by a Trustee, a Liquidity Provider or the Subordination
Agent, as applicable, pursuant to Section 3.01, if made prior to 10:00 A.M. (New York City time) on
any Business Day shall be effective on the date delivered (or if delivered later on a Business Day
or if delivered on a day that is not a Business Day shall be effective as of the next Business
Day). Subject to the terms of this Agreement, the Subordination Agent shall as promptly as
practicable comply with any such instructions; provided, however, that any transfer of funds
pursuant to any instruction received after 10:00 A.M. (New York City time) on any Business Day may
be made on the next succeeding Business Day.




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




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




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






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until any substitute notice or amendment shall be given to the Subordination Agent by the
party providing such notice.




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





     first, such amount as shall be required to reimburse (i) the Subordination Agent
for any reasonable out-of-pocket costs and expenses actually incurred by it (to the extent not
previously reimbursed) or reasonably expected to be incurred by it for the period ending on the
next succeeding Regular Distribution Date (which shall not exceed $150,000 unless approved in
writing by the Controlling Party and accompanied by evidence that such costs are actually
expected to be incurred) in the protection of, or the realization of the value of, the Equipment
Notes or any Collateral, shall be applied by the Subordination Agent in reimbursement of such
costs and expenses, (ii) any Trustee for any amounts of the nature described in clause (i) above
actually incurred by it under the applicable Trust Agreement (to the extent not previously
reimbursed), shall be distributed to such Trustee, (iii) any Liquidity Provider for any amounts
of the nature described in clause (i) above actually incurred by it (to the extent not
previously reimbursed), shall be distributed to such Liquidity Provider, and (iv) any Liquidity
Provider or any Certificateholder for payments, if any, made by it to the Subordination Agent or
any Trustee in respect of amounts described in clause (i) above actually incurred by it (to the
extent not previously reimbursed) (collectively, the “Administration Expenses”), shall
be distributed to such Liquidity Provider or the applicable Trustee for the account of such
Certificateholder, in each such case, pro rata on the basis of all amounts described in clauses
(i) through (iv) above;




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




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




     fourth, such amount as shall be required (A) if any Cash Collateral Account had
been previously funded as provided in Section 3.05(f), unless (i) on such Distribution Date a
Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be
continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have
occurred with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its
Required Amount shall be deposited in such Cash Collateral Account, (B) if any Liquidity



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




     fifth, if, with respect to any particular Liquidity Facility, any amounts are to be
distributed pursuant to either subclause (A) or (B) of clause “fourth” above, then the Liquidity
Provider with respect to such Liquidity Facility shall be paid the excess of (x) the aggregate
outstanding amount of unreimbursed Advances (whether or not then due) under such Liquidity
Facility over (y) the Required Amount for the relevant Cash Collateral Account without
duplication of any amounts distributed pursuant to clauses “first”, “second”, “third”, and
“fourth” of this Section 3.02, pro rata on the basis of such amounts in respect of such
Liquidity Provider;




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




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




     eighth, such amount as shall be required to pay unpaid Class B Adjusted Interest to
the holders of the Class B Certificates (excluding interest, if any, payable with respect to
Deposits relating to the Class B Trust) shall be distributed to the Class B Trustee;



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




     tenth, such amount as shall be required to pay in full accrued and unpaid interest
at the Stated Interest Rate on the Pool Balance of the Class B Certificates which was not
previously paid pursuant to clause “eighth” above to the holders of the Class B Certificates
(excluding interest, if any, payable with respect to Deposits relating to the Class B Trust)
shall be distributed to the Class B Trustee;




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




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



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




          Section 3.03. Other Payments. (a) Any payments received by the Subordination Agent
for which no provision as to the application thereof is made in this Agreement shall be distributed
by the Subordination Agent (i) in the order of priority specified in Section 3.02 hereof and (ii)
to the extent received or realized at any time after the Final Distributions for each Class of
Certificates have been made, in the manner provided in clause “first” of Section 3.02 hereof.




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




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




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






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shall be paid to such Trustee by wire transfer of funds at the address such Trustee shall
provide to the Subordination Agent.




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




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




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






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Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to such Liquidity
Provider.




          (d) Non-Extension Drawings. If any Liquidity Facility with respect to any Class of
Certificates is scheduled to expire on a date (the “Stated Expiration Date”) prior to the
date that is 15 days after the Final Legal Distribution Date for such Class of Certificates, then
no earlier than the 60th day and no later than the 40th day prior to the then applicable Stated
Expiration Date, the Subordination Agent shall request in writing that such Liquidity Provider
extend the Stated Expiration Date to the earlier of (i) the date that is 15 days after the Final
Legal Distribution Date for such Class of Certificates and (ii) the date that is the day
immediately preceding the 364th day after the last day of the Consent Period (unless the
obligations of such Liquidity Provider thereunder are earlier terminated in accordance with such
Liquidity Facility). Whether or not the applicable Liquidity Provider has received a request from
the Subordination Agent, such Liquidity Provider shall by notice (the “Consent Notice”) to
the Subordination Agent, during the period commencing on the date that is 60 days prior to the then
effective Stated Expiration Date (or if earlier, the date of such Liquidity Provider’s receipt of
such request, if any, from the Subordination Agent) and ending on the date that is 25 days prior to
such Stated Expiration Date (the “Consent Period”) advise the Subordination Agent whether,
in its sole discretion, it agrees to so extend the Stated Expiration Date; provided, that such
extension shall not be effective with respect to such Liquidity Provider if, by notice (the
“Withdrawal Notice”) to the Subordination Agent prior to the end of the Consent Period,
such Liquidity Provider revokes its Consent Notice. If a Liquidity Provider advises the
Subordination Agent on or before the end of the Consent Period that such Stated Expiration Date
shall not be so extended or fails to irrevocably and unconditionally advise the Subordination Agent
on or before the end of the Consent Period that such Stated Expiration Date shall be so extended or
gives a Withdrawal Notice to the Subordination Agent prior to the end of the Consent Period (and,
in each case, if such Liquidity Provider shall not have been replaced in accordance with Section
3.05(e)), the Subordination Agent shall, on the date on which the Consent Period ends (or as soon
as possible thereafter but prior to the Stated Expiration Date), in accordance with and to the
extent permitted by the terms of the expiring Liquidity Facility (a “Non-Extended
Facility”), request a drawing under such expiring Liquidity Facility (such drawing, a
“Non-Extension Drawing”) of all available and undrawn amounts thereunder. Amounts drawn
pursuant to a Non-Extension Drawing shall be maintained and invested in accordance with Section
3.05(f). If any amounts shall be drawn pursuant to a Non-Extension Drawing and, within 30 days
thereafter, the applicable Liquidity Provider shall not have been replaced, then at any time
following the 45th day after such Non-Extension Drawing, such Liquidity Provider may, by written
notice to the Subordination Agent, agree to reinstate the applicable Liquidity Facility on the
terms of the existing related Liquidity Facility for a period ending on the 364th day after the end
of the Consent Period; provided, however, that in such event such Liquidity Provider shall
reimburse the Subordination Agent for any costs actually incurred by or on behalf of the
Subordination Agent in drawing pursuant to the Non-Extension Drawing and funding the Cash
Collateral Account or otherwise in connection with the Non-Extension Drawing.




          (e) Issuance of Replacement Liquidity Facility. (i) Subject to Section 3.05(e)(iii)
and the agreements, if any, in the applicable Fee Letter, at any time, American may, at its option
and at its own expense, with cause or without cause, arrange for a Replacement Liquidity Facility
to replace any Liquidity Facility for any Class of Certificates






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(including any Replacement Liquidity Facility provided pursuant to Section 3.05(e)(ii)); provided, however,
that if the initial Liquidity Provider is replaced (including as a result of a refinancing of the
Class B Certificates) it shall be replaced with respect to all Liquidity Facilities under which it
is a Liquidity Provider. If such Replacement Liquidity Facility is provided at any time after a
Downgrade Drawing, a Non-Extension Drawing or a Special Termination Drawing has been made, all
funds on deposit in the relevant Cash Collateral Account resulting from such Downgrade Drawing or
Non-Extension Drawing will be returned to the Liquidity Provider being replaced.




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




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




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




          (v) Upon satisfaction of the conditions set forth in clauses (iii) and (iv) of this Section
3.05(e) with respect to a Replacement Liquidity Facility, (1) the replaced Liquidity Facility shall
terminate, (2) the Subordination Agent shall, if and to the extent so requested by






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American or the Liquidity Provider being replaced, execute and deliver any certificate or
other instrument required in order to terminate the replaced Liquidity Facility, shall surrender
the replaced Liquidity Facility to the Liquidity Provider being replaced and shall execute and
deliver the Replacement Liquidity Facility and any associated Fee Letter, (3) each of the parties
hereto shall enter into any amendments to this Agreement necessary to give effect to (a) the
replacement of the applicable Liquidity Provider with the applicable Replacement Liquidity Provider
and (b) the replacement of the applicable Liquidity Facility with the applicable Replacement
Liquidity Facility, and (4) the applicable Replacement Liquidity Provider shall be deemed to be a
Liquidity Provider with the rights and obligations of a Liquidity Provider hereunder and under the
other Operative Agreements and such Replacement Liquidity Facility shall be deemed to be a
Liquidity Facility hereunder and under the other Operative Agreements.




          (f) Cash Collateral Accounts; Withdrawals; Investments. In the event the
Subordination Agent shall draw all Available Amounts under the Class A Liquidity Facility or the
Class B Liquidity Facility pursuant to Section 3.05(c), 3.05(d), 3.05(i) or 3.05(k), or in the
event amounts are to be deposited in the Class A Cash Collateral Account or the Class B Cash
Collateral Account pursuant to subclause (A) or (B) of clause “fourth” of Section 3.02, amounts so
drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the
Class A Cash Collateral Account or the Class B Cash Collateral Account, as applicable. All amounts
on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments
in accordance with Section 2.02(b).




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





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



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the Class A Certificates) on the Class A Certificates and (y) the amount on deposit in
the Class A Cash Collateral Account;




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




     (iii) on each date on which the Pool Balance of the Class A Trust shall have been
reduced by payments made to the Class A Certificateholders pursuant to Section 3.02 hereof
or pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for such Class, the
Subordination Agent shall withdraw from the Class A Cash Collateral Account such amount as
is necessary so that, after giving effect to the reduction of the Pool Balance on such date
(and any reduction in the amounts on deposit in the Class A Cash Collateral Account
resulting from a prior withdrawal of amounts on deposit in the Class A Cash Collateral
Account on such date) and any transfer of Investment Earnings from such Cash Collateral
Account to the Collection Account or the Special Payments Account on such date, an amount
equal to the sum of the Required Amount (with respect to the Class A Liquidity Facility)
plus (if on a Distribution Date not coinciding with an Interest Payment Date) Investment
Earnings on deposit in such Cash Collateral Account (after giving effect to any such
transfer of Investment Earnings) will remain on deposit in the Class A Cash Collateral
Account and shall first, pay such withdrawn amount to the Class A Liquidity Provider until
the Class A Liquidity Obligations owing to the Class A Liquidity Provider shall have been
paid in full, and second, deposit any remaining withdrawn amount in the Collection Account;




     (iv) on each date on which the Pool Balance of the Class B Trust shall have been
reduced by payments made to the Class B Certificateholders pursuant to Section 3.02 hereof
or pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for such Class, the
Subordination Agent shall withdraw from the Class B Cash Collateral Account such amount as
is necessary so that, after giving effect to the reduction of the Pool Balance on such date
(and any reduction in the amounts on deposit in the Class B Cash Collateral Account
resulting from a prior withdrawal of amounts on deposit in the Class B Cash Collateral
Account on such date) and any transfer of Investment Earnings from such Cash Collateral
Account to the Collection Account or the Special Payments Account on such date, an amount
equal to the sum of the Required Amount (with respect to the Class B Liquidity Facility)
plus (if on a Distribution Date not coinciding with an Interest Payment Date) Investment
Earnings on deposit in such Cash Collateral Account (after giving effect to any such
transfer of Investment Earnings) will remain on deposit in the Class B Cash Collateral
Account and shall first, pay such withdrawn amount to the



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Class B Liquidity Provider until the Class B Liquidity Obligations owing to such
Liquidity Provider shall have been paid in full, and second, deposit any remaining withdrawn
amount in the Collection Account;




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




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



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




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







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




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




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




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




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




ARTICLE IV




EXERCISE OF REMEDIES



          Section 4.01. Directions from the Controlling Party. (a) (i) Following the
occurrence and during the continuation of an Indenture Event of Default under any Indenture, the
Controlling Party shall direct the Subordination Agent, as the holder of the Equipment Notes






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




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




          (iii) Notwithstanding the foregoing, so long as any Certificates remain Outstanding, during
the period ending on the date which is nine months after the earlier of (x) the Acceleration of the
Equipment Notes issued pursuant to any Indenture or (y) the occurrence of an American Bankruptcy
Event, without the consent of each Trustee (other than the Trustee of any Trust all of the
Certificates of which are held or beneficially owned by American and/or its Affiliates), no
Aircraft subject to the Lien of such Indenture or such Equipment Notes may be sold if the net
proceeds from such sale would be less than the Minimum Sale Price for such Aircraft or such
Equipment Notes.




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




          (b) Following the occurrence and during the continuance of an Indenture Event of Default under
any Indenture, the Controlling Party shall take such actions as it may reasonably deem most
effectual to complete the sale or other disposition of the relevant Aircraft or Equipment Notes.
In addition, in lieu of any sale, assignment, contract to sell or other disposition, the
Controlling Party may maintain or cause the Subordination Agent to maintain






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possession of such Equipment Notes and continue to apply monies received in respect of such
Equipment Notes in accordance with Article III hereof. In addition, in lieu of such sale,
assignment, contract to sell or other disposition, or in lieu of such maintenance of possession,
the Controlling Party may direct the Subordination Agent to, subject to the terms and conditions of
the related Indenture, instruct the Loan Trustee under such Indenture to foreclose on the Lien on
the related Aircraft or to take any other remedial action permitted under such Indenture or under
any applicable law.




          (c) If following an American Bankruptcy Event and during the pendency thereof, the Controlling
Party receives a proposal from or on behalf of American to restructure the financing of any one or
more of the Aircraft, the Controlling Party shall promptly thereafter give the Subordination Agent,
each Trustee and each Liquidity Provider that has not made a Final Drawing notice of the material
economic terms and conditions of such restructuring proposal whereupon the Subordination Agent
acting on behalf of each Trustee shall post such terms and conditions of such restructuring
proposal on DTC’s Internet bulletin board or make such other commercially reasonable efforts as the
Subordination Agent may deem appropriate to make such terms and conditions available to all
Certificateholders. Thereafter, neither the Subordination Agent nor any Trustee, whether acting on
instructions of the Controlling Party or otherwise, may, without the consent of each Trustee and
each Liquidity Provider that has not made a Final Drawing, enter into any term sheet, stipulation
or other agreement (a “Restructuring Arrangement”) (whether in the form of an adequate
protection stipulation, an extension under Section 1110(b) of the Bankruptcy Code or otherwise) to
effect any such restructuring proposal with or on behalf of American unless and until the material
economic terms and conditions of such restructuring proposal shall have been made available to all
Certificateholders and each Liquidity Provider that has not made a Final Drawing for a period of
not less than 15 calendar days (except that such requirement shall not apply to any such term
sheet, stipulation or other agreement that is to be effective on or as of any date occurring during
the 60-Day Period and that is initially effective for a period not exceeding three months from the
expiry of the 60-Day Period (an “Interim Restructuring Arrangement”)). The foregoing
provisions of this Section 4.01(c): (i) shall not apply to any extension of a Restructuring
Arrangement with respect to which such provisions have been complied with in connection with the
original entry thereof if the possibility of such extension has been disclosed in satisfaction of
the notification requirements of such provisions and such extension shall not amend or modify any
of the other terms and conditions of such Restructuring Arrangement and (ii) shall apply to the
initial extension of an Interim Restructuring Arrangement beyond the three months following the
expiry of the 60-Day Period but not to any subsequent extension of such Interim Restructuring
Arrangement, if the possibility of such subsequent extension has been disclosed in satisfaction of
the notification requirements of such provisions and such subsequent extension shall not amend or
modify any of the other terms and conditions of such Interim Restructuring Arrangement. In the
event that any Certificateholder gives irrevocable notice of the exercise of its right to purchase
all (but not less than all) of the Class of Certificates represented by the then Controlling Party
pursuant to the applicable Trust Agreement, prior to the expiry of the 15-day notice period
specified above, such Controlling Party may not direct the Subordination Agent or any Trustee to
enter into any such restructuring proposal with respect to any of the Aircraft, unless and until
such Certificateholder shall fail to purchase such Class of Certificates on the date that it is
required to make such purchase.







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




          Section 4.03. Discontinuance of Proceedings. In case any party to this Agreement
(including the Controlling Party in such capacity) shall have instituted any Proceeding to enforce
any right, power or remedy under this Agreement by foreclosure, entry or otherwise, and such
Proceeding shall have been discontinued or abandoned for any reason or shall have been determined
adversely to the Person instituting such Proceeding, then and in every such case each such party
shall, subject to any determination in such Proceeding, be restored to its former position and
rights hereunder, and all rights, remedies and powers of such party shall continue as if no such
Proceeding had been instituted.




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




ARTICLE V




DUTIES OF THE SUBORDINATION AGENT;

AGREEMENTS OF TRUSTEES, ETC.



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






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knowledge” (as used in the foregoing clause) of the Subordination Agent shall mean actual
knowledge of an officer in the Corporate Trust Office of the Subordination Agent.




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




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




          (d) Reports. Promptly after the occurrence of a Triggering Event or an Indenture
Event of Default resulting from the failure of American to make payments on any Equipment Note and
on every Regular Distribution Date while the Triggering Event or such Indenture Event of Default
shall be continuing, the Subordination Agent will provide to the Trustees, the Liquidity Providers,
the Rating Agencies and American a statement setting forth the following information:




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



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



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



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



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



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



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



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



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



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



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




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




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




ARTICLE VI




THE SUBORDINATION AGENT



          Section 6.01. Authorization; Acceptance of Trusts and Duties. Each of the Class A
Trustee and the Class B Trustee hereby designates and appoints the Subordination Agent as the agent
and trustee of such Trustee under the applicable Liquidity Facility (if any) and authorizes the
Subordination Agent to enter into the applicable Liquidity Facility as agent and






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




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




          Section 6.03. No Representations or Warranties as to Documents. The Subordination
Agent shall not be deemed to have made any representation or warranty as to the validity, legality
or enforceability of this Agreement or any other Operative Agreement or as to the correctness of
any statement contained herein or therein (other than the representations and warranties of the
Subordination Agent made in its individual capacity under any Operative Agreement), except that the
Subordination Agent hereby represents and warrants that each of said specified documents to which
it is a party has been or will be duly executed and delivered by one of its officers who is and
will be duly authorized to execute and deliver such document on its behalf. The
Certificateholders, the Trustees and the Liquidity Providers make no representation or warranty
hereunder whatsoever.




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




          Section 6.05. Reliance; Agents; Advice of Counsel. The Subordination Agent shall not
incur any liability to anyone in acting upon any signature, instrument, notice, resolution,
request, consent, order, certificate, report, opinion, bond or other document or paper believed by
it to be genuine and believed by it to be signed by the proper party or parties. As to the Pool
Balance of any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a
certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall
constitute full protection to the Subordination Agent for any action taken or omitted to be taken
by it in good faith in reliance thereon. As to any fact or matter relating to the Liquidity
Providers or the Trustees the manner of ascertainment of which is not specifically described
herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any
Responsible Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to






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such fact or matter, and such certificate shall constitute full protection to the
Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance
thereon. In the administration of the trusts hereunder, the Subordination Agent may (a) execute
any of the trusts or powers hereof and perform its powers and duties hereunder directly or through
agents or attorneys and (b) consult with counsel, accountants and other skilled Persons to be
selected and retained by it. The Subordination Agent shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the advice or opinion of any such
counsel, accountants or other skilled Persons acting within such counsel’s, accountants’ or
Person’s area of competence (so long as the Subordination Agent shall have exercised reasonable
care and judgment in selecting such Persons).




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




          Section 6.07. Compensation. The Subordination Agent shall be entitled to such
compensation, including reasonable expenses and disbursements, for all services rendered hereunder
as American and the Subordination Agent may agree from time to time in writing and shall have a
priority claim to the extent set forth in Article III on all monies collected hereunder for the
payment of such compensation, to the extent that such compensation shall not be paid by others.
The Subordination Agent agrees that it shall have no right against any Trustee or any Liquidity
Provider for any fee as compensation for its services as agent under this Agreement. The
provisions of this Section 6.07 shall survive the termination of this Agreement.




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




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







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




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




ARTICLE VII




SUCCESSOR SUBORDINATION AGENT



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





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




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




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




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



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




          A successor Subordination Agent shall deliver (x) a written acceptance of its appointment as
Subordination Agent hereunder to the retiring Subordination Agent and (y) a written assumption of
its obligations hereunder and under each Liquidity Facility to each party






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hereto, upon which the resignation or removal of the retiring Subordination Agent shall become
effective, and the successor Subordination Agent shall have all the rights, powers and duties of
the Subordination Agent under this Agreement. The successor Subordination Agent shall mail a
notice of its succession to American, the Liquidity Providers and the Trustees. The retiring
Subordination Agent shall promptly transfer its rights under each of the Liquidity Facilities and
all of the property and all books and records, or true, complete and correct copies thereof, held
by it as Subordination Agent to the successor Subordination Agent.




          If the Subordination Agent fails to comply with Section 6.09 (to the extent applicable), one
or more of the Trustees or one or more of the Liquidity Providers may petition a court of competent
jurisdiction for the removal of the Subordination Agent and the appointment of a successor
Subordination Agent.




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




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




ARTICLE VIII




SUPPLEMENTS AND AMENDMENTS



          Section 8.01. Amendments, Waivers, Etc. (a) This Agreement may not be supplemented,
amended or modified without the consent of each Trustee (acting, except in the case of any
amendment pursuant to Section 3.05(e)(v) or any amendment contemplated by the last sentence of this
Section 8.01(a), with the consent of holders of Outstanding Certificates of the related Class
evidencing Fractional Undivided Interests in the related Trust aggregating not less than a majority
in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement
(including, without limitation, without the consent of the Certificateholders to the extent
permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider;
provided, however, that this Agreement may be supplemented, amended or modified without the consent
of any Trustee or the Subordination Agent in order (i) to cure any ambiguity or omission or to
correct any mistake, (ii) to correct or supplement any provision, or (iii) to make any other
provision in regard to matters or questions arising hereunder that will not materially






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adversely affect the interests of any Trustee or the holders of the related Class of
Certificates, and without the consent of any Liquidity Provider if such supplement, amendment or
modification is in accordance with Section 8.01(c) or 8.01(d); provided, further, however, that, if
such supplement, amendment or modification (x) would directly or indirectly amend, modify or
supersede, or otherwise conflict with, Section 2.02(b), 3.05(c), 3.05(e), 3.05(f), 3.05(m),
4.01(a)(ii) or 4.01(c), this proviso of Section 8.01(a), the last sentence of Section 8.01(a),
Section 8.01(c), 8.01(d) or 9.06 (collectively, the “American Provisions”), (y) would
otherwise affect the interests of any potential Replacement Liquidity Provider or replacement
Depositary or of American with respect to American’s ability to replace any Liquidity Facility or
the Depositary or with respect to American’s payment obligations under any Operative Agreement or
(z) is made pursuant to the last sentence of this Section 8.01(a) or pursuant to Section 8.01(c) or
pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective
without the additional written consent of American. Notwithstanding the foregoing, without the
consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement,
amendment or modification of this Agreement may (i) reduce the percentage of the interest in any
Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend
any provision of this Agreement or to waive compliance therewith or (ii), except as provided in the
last sentence of this Section 8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.04,
3.02 or 3.03 hereof relating to the distribution of monies received by the Subordination Agent
hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in
this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of
Final Distributions with respect to the related Class of Certificates. If the Replacement
Liquidity Facility for any Liquidity Facility is to be comprised of more than one instrument as
contemplated by the definition of the term “Replacement Liquidity Facility”, then each party hereto
agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate
mechanics for multiple Liquidity Facilities for a single Trust.




          (b) In the event that the Subordination Agent, as the registered holder of any Equipment
Notes, receives a request for its consent to any amendment, supplement, modification, approval,
consent or waiver under such Equipment Notes, the Indenture pursuant to which such Equipment Notes
were issued or the related Participation Agreement, the Parent Guarantee or other related document,
(i) if no Indenture Event of Default shall have occurred and be continuing with respect to such
Indenture, the Subordination Agent shall request directions with respect to each series of such
Equipment Notes from the Trustee of the Trust which holds such Equipment Notes and shall vote or
consent in accordance with the directions of such Trustee and (ii) if any Indenture Event of
Default shall have occurred and be continuing with respect to such Indenture, the Subordination
Agent will exercise its voting rights as directed by the Controlling Party, subject to Sections
4.01 and 4.04. Notwithstanding the foregoing, without the consent of each Liquidity Provider and
each Certificateholder holding Certificates representing a Fractional Undivided Interest in the
Equipment Notes under the applicable Indenture held by the Subordination Agent, no such amendment,
supplement, modification, approval, consent or waiver shall (i) reduce the principal amount of,
Premium, if any, or interest on, any Equipment Note under such Indenture; (ii) change the date on
which any principal amount of, Premium, if any, or interest on any Equipment Note under such
Indenture, is due or payable; (iii) create any Lien with respect to the Collateral subject to such
Indenture prior to or pari passu with the Lien thereon under such Indenture except such as are
permitted by such






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Indenture; provided, that, without the consent of each Certificateholder, no such
amendment, supplement, modification, approval, consent or waiver shall modify Section 3.03 or
Section 9.02(a)(3) of such Indenture or deprive any Certificateholder of the benefit of the Lien of
such Indenture on such Collateral, except as provided in connection with the exercise of remedies
under Article IV of such Indenture; (iv) reduce the percentage of the outstanding principal amount
of the Equipment Notes under such Indenture the consent of whose holders is required for any
supplemental agreement, or the consent of whose holders is required for any waiver of compliance
with certain provisions of such Indenture or of certain defaults thereunder or their consequences
provided for in such Indenture; or (v) make any change in Section 4.05 or Section 9.02 of such
Indenture, except to provide that certain other provisions of such Indenture cannot be modified or
waived without the consent of each holder of an Equipment Note under such Indenture affected
thereby.




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





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




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




     (iii) the Refinancing Certificates may have the benefit of credit support similar to
the Liquidity Facilities and claims for fees, interest, expenses, reimbursement of advances
and other obligations arising from such credit support (A) in the case of any Refinancing
Certificates issued in respect of the Class B Certificates, may rank pari passu with similar
claims in respect of the Liquidity Facilities and (B) in the case of any



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Refinancing Certificates issued in respect of any Additional Certificates, shall be
subordinated to the Administration Expenses, the Liquidity Obligations, the Class A
Certificates and the Class B Certificates; provided, that in each case Ratings Confirmation
with respect to each Class of Certificates then rated by the Rating Agencies and the prior
written consent of the Liquidity Providers shall have been obtained;




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




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



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




          (d) Pursuant to the terms of Section 2.02 of each Indenture and Section 4(a)(v) of the Note
Purchase Agreement, one additional series of Equipment Notes (the “Additional Equipment
Notes”), which shall be subordinated in right of payment to the Series A Equipment Notes and
the Series B Equipment Notes under such Indenture, may be issued at any time. If any Additional
Equipment Notes are issued under any Indenture, such Additional Equipment Notes shall be issued to
a new pass through trust (an “Additional Trust”) that issues a class of pass through
certificates (the “Additional Certificates”) to certificateholders (the “Additional
Certificateholders”) pursuant to a pass through trust agreement (an “Additional Trust
Agreement”) with a trustee (an “Additional Trustee”). In such case, this Agreement,
including without limitation Sections 2.04, 3.01 and 3.02 hereof, shall be amended by written
agreement of American and the Subordination Agent to provide for the subordination of the
Additional Certificates to, and to provide for distributions on the Additional Certificates after
payment of, the Administration Expenses, the Liquidity Obligations, the Class A Certificates and
the Class B Certificates (subject to clause (iii) below). Such issuance, and the amendment of this
Agreement as provided below shall require Ratings Confirmation with respect to each Class of
Certificates then rated by the Rating Agencies and shall not materially adversely affect any of the






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Trustees in their individual capacities or any of the Liquidity Providers. This Agreement
shall be amended by written agreement of American and the Subordination Agent to give effect to the
issuance of any Additional Certificates subject to the following terms and conditions:




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




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




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




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




          (v) the Additional Certificates may be rated by the Rating Agencies;




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




          (vii) the scheduled payment dates on such series of Additional Equipment Notes shall be the
Regular Distribution Dates.




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







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




          Section 8.03. Effect of Supplemental Agreements. Upon the execution of any amendment,
consent or supplement hereto pursuant to the provisions hereof, this Agreement shall be and shall
be deemed to be modified and amended in accordance therewith and the respective rights, limitations
of rights, obligations, duties and immunities under this Agreement of the parties hereto and
beneficiaries hereof shall thereafter be determined, exercised and enforced hereunder subject in
all respects to such modifications and amendments, and all the terms and conditions of any such
supplemental agreement shall be and be deemed to be part of the terms and conditions of this
Agreement for any and all purposes. In executing or accepting any supplemental agreement permitted
by this Article VIII, the Subordination Agent shall be entitled to receive, and shall be fully
protected in relying upon, an opinion of counsel stating that the execution of such supplemental
agreement is authorized or permitted by this Agreement.




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




ARTICLE IX




MISCELLANEOUS



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




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




          Section 9.03. Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices required or permitted under the terms and provisions of this Agreement shall be
in English and in writing, and any such notice may be given by United States mail, courier service
or facsimile or any other customary means of communication, and any such






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notice shall be effective when delivered (or, if mailed, three Business Days after deposit,
postage prepaid, in the first class United States mail and, if delivered by facsimile, upon
completion of transmission and confirmation by the sender (by a telephone call to a representative
of the recipient or by machine confirmation) that such transmission was received),




     if to the Subordination Agent, to:


U.S. Bank Trust National Association

One Federal Street, 3rd Floor

Boston, Massachusetts 02110

Attention: Corporate Trust Administration

Ref.: American 2011-1 EETC

Telephone: (617) 603-6553

Telecopy: (617) 603-6683




     if to any Trustee, to:


U.S. Bank Trust National Association

300 Delaware Avenue, 9th Floor

Mail Code EX-DE-WDAW

Wilmington, Delaware 19801

Attention: Corporate Trust Services

Ref.: American 2011-1 EETC

Telephone: (302) 576-3703

Telecopy: (302) 576-3717




     if to the Liquidity Provider, to:


NATIXIS S.A., acting via its New York Branch

Attention: Lily Cheung

9 West 57th Street, 34th Floor

New York, New York 10019

Telephone: (212) 891-1948

Fax: (212) 891-1900

Lily.Cheung@us.natixis.com



with a copy to:



NATIXIS S.A., acting via its New York Branch

Attention: Martha Sealy

1251 Avenue of the Americas

New York, New York 10020

Telephone: (212) 872-5031

Fax: (347) 402-3031

Martha.Sealy@us.natixis.com

cc: AMR2011_report@us.natixis.com.







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




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




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




          Section 9.06. Successors and Assigns. All covenants and agreements contained herein
shall bind and inure to the benefit of, and be enforceable by, each of the parties hereto and the
successors and permitted assigns of each, all as herein provided. In addition, the American
Provisions shall inure to the benefit of American and its successors and permitted assigns, and
(without limitation of the foregoing) American is hereby constituted, and agreed to be, an express
third party beneficiary of the American Provisions.




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




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




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




          (b) Notwithstanding the provisions of this Agreement, if prior to the payment in full to the
Liquidity Providers of all Liquidity Obligations then due and payable any party






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hereto shall have received any payment or distribution in respect of Equipment Notes or any
other amount under the Indentures or other Operative Agreements which, had the subordination
provisions of this Agreement been properly applied to such payment, distribution or other amount,
would not have been distributed to such Person, then such payment, distribution or other amount
shall be received and held in trust by such Person and paid over or delivered to the Subordination
Agent for application as provided herein.




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




          (d) The Trustees (on behalf of themselves and the holders of Certificates), the Liquidity
Providers and the Subordination Agent expressly confirm and agree that the payment priorities and
subordination specified in Articles II and III shall apply in all circumstances, notwithstanding
(x) the fact that the obligations owed to the Trustees are secured by certain assets and the
Liquidity Obligations may not be so secured or (y) the occurrence of an American Bankruptcy Event
or any similar event or occurrence relating to any other Person (it being expressly agreed that the
payment priorities and subordination specified in Articles II and III shall apply whether or not a
claim for post-petition or post-filing interest is allowed in the proceedings resulting from such
American Bankruptcy Event or other event or occurrence). The Trustees expressly agree (on behalf
of themselves and the holders of Certificates) not to assert priority over the holders of Liquidity
Obligations (except as specifically set forth in Section 3.02) due to their status as secured
creditors in any bankruptcy, insolvency or other legal proceeding.




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





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




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




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




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




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



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




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




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




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




          (c) To the extent that any Liquidity Provider or any of its properties has or may hereafter
acquire any right of immunity, whether characterized as sovereign immunity or otherwise, and
whether under the United States Foreign Sovereign Immunities Act of 1976 (or any successor
legislation) or otherwise, from any legal proceedings, whether in the United States or elsewhere,
to enforce or collect upon this Agreement, including, without limitation, immunity from suit or
service of process, immunity from jurisdiction or judgment of any court or tribunal or execution of
a judgment, or immunity of any of its property from attachment prior to any entry of judgment, or
from attachment in aid of execution upon a judgment, each of the Class A Liquidity Provider and the
Class B Liquidity Provider, hereby irrevocably and expressly waives






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any such immunity, and agrees not to assert any such right or claim in any such proceeding,
whether in the United States or elsewhere.




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




[Remainder of Page Intentionally Left Blank]









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




	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee for
each of the Trusts

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President 	 
	 
	 	NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH,

as Class A Liquidity Provider and Class B Liquidity

Provider

 	 
	 	By:  	/s/ Jerome Le Jamtel
 	 
	 	 	Name:  	Jerome Le Jamtel 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                   /s/ Lily Cheung
 	 
	 	 	Name:  	Lily Cheung 	 
	 	 	Title:  	Director
Natixis 	 
	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as

Subordination Agent

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President 	 
	 




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