exv4w4






Exhibit 4.4




EXECUTION VERSION




 





REVOLVING CREDIT AGREEMENT

(2011-2A)




Dated as of October 4, 2011



between



U.S. BANK TRUST NATIONAL ASSOCIATION,

as Subordination Agent,

as agent and trustee for the trustee of

American Airlines Pass Through Trust 2011-2A,




as Borrower



and



MORGAN STANLEY BANK, N.A.,



as Liquidity Provider



American Airlines Pass Through Trust 2011-2A

American Airlines

Pass Through Certificates,

Series 2011-2A




 




Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)







 









 








Table of Contents




	 	 	 	 	 
	 	 	Page
	Article I

	 
	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 
	Section 1.01 Definitions 
	 	 	1	 
	 
	 	 	 	 
	Article II

	 
	 	 	 	 
	AMOUNT AND TERMS OF THE COMMITMENT

	 
	 	 	 	 
	Section 2.01 The Advances

	 	 	8	 
	Section 2.02 Making of Advances

	 	 	8	 
	Section 2.03 Fees

	 	 	10	 
	Section 2.04 Reduction or Termination of the Maximum Commitment

	 	 	10	 
	Section 2.05 Repayments of Interest Advances, the Special Termination Advance or the
Final Advance

	 	 	11	 
	Section 2.06 Repayments of Provider Advances

	 	 	12	 
	Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement

	 	 	12	 
	Section 2.08 Book Entries

	 	 	13	 
	Section 2.09 Payments from Available Funds Only

	 	 	13	 
	Section 2.10 Extension of the Expiry Date; Non-Extension Advance

	 	 	13	 
	 
	 	 	 	 
	Article III

	 
	 	 	 	 
	OBLIGATIONS OF THE BORROWER

	 
	 	 	 	 
	Section 3.01 Increased Costs

	 	 	14	 
	Section 3.02 Intentionally omitted

	 	 	15	 
	Section 3.03 Withholding Taxes

	 	 	15	 
	Section 3.04 Payments

	 	 	16	 
	Section 3.05 Computations

	 	 	16	 
	Section 3.06 Payment on Non-Business Days

	 	 	16	 
	Section 3.07 Interest

	 	 	17	 
	Section 3.08 Replacement of Borrower

	 	 	18	 
	Section 3.09 Funding Loss Indemnification

	 	 	18	 





 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)




i









 





	 	 	 	 	 
	 	 	Page
	Section 3.10 Illegality

	 	 	19	 
	 
	 	 	 	 
	Article IV

	 
	 	 	 	 
	CONDITIONS PRECEDENT

	 
	 	 	 	 
	Section 4.01 Conditions Precedent to Effectiveness of Section 2.01

	 	 	19	 
	Section 4.02 Conditions Precedent to Borrowing

	 	 	21	 
	 
	 	 	 	 
	Article V

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 5.01 Affirmative Covenants of the Borrower

	 	 	21	 
	Section 5.02 Negative Covenants of the Borrower

	 	 	21	 
	 
	 	 	 	 
	Article VI

	 
	 	 	 	 
	LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION

	 
	Section 6.01 Liquidity Events of Default 
	 	 	22	 
	 
	 	 	 	 
	Article VII

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	Section 7.01 No Oral Modifications or Continuing Waivers

	 	 	22	 
	Section 7.02 Notices

	 	 	23	 
	Section 7.03 No Waiver; Remedies

	 	 	23	 
	Section 7.04 Further Assurances

	 	 	23	 
	Section 7.05 Indemnification; Survival of Certain Provisions

	 	 	23	 
	Section 7.06 Liability of the Liquidity Provider

	 	 	24	 
	Section 7.07 Certain Costs and Expenses

	 	 	25	 
	Section 7.08 Binding Effect; Participations

	 	 	25	 
	Section 7.09 Severability

	 	 	27	 
	Section 7.10 Governing Law

	 	 	27	 
	Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity

	 	 	27	 
	Section 7.12 Counterparts

	 	 	28	 
	Section 7.13 Entirety

	 	 	28	 
	Section 7.14 Headings

	 	 	28	 
	Section 7.15 Liquidity Provider’s Obligation to Make Advances

	 	 	28	 






Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)




ii









 






	 	 	 	 	 

	Annex I

	 	—
	 	Form of Interest Advance Notice of Borrowing
	Annex II

	 	—
	 	Form of Non-Extension Advance Notice of Borrowing
	Annex III

	 	—
	 	Form of Downgrade Advance Notice of Borrowing
	Annex IV

	 	—
	 	Form of Final Advance Notice of Borrowing
	Annex V

	 	—
	 	Form of Special Termination Advance Notice of Borrowing
	Annex VI

	 	—
	 	Form of Notice of Termination
	Annex VII

	 	—
	 	Form of Notice of Special Termination
	Annex VIII

	 	—
	 	Form of Notice of Replacement Subordination Agent










Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)





iii









 








REVOLVING CREDIT AGREEMENT

(2011-2A)




     This REVOLVING CREDIT AGREEMENT (2011-2A), dated as of October 4, 2011, is made by and between
U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity but solely as Subordination Agent (such term and other capitalized terms used herein
without definition being defined as provided in Article I) under the Intercreditor Agreement (as
defined below), as agent and trustee for the Class A Trustee (in such capacity, together with its
successors in such capacity, the “Borrower”), and MORGAN STANLEY BANK, N.A. (“MS Bank”), a national
banking association (the “Liquidity Provider”).



W I T N E S S E T H:




     WHEREAS, pursuant to the Class A Trust Agreement, the Class A Trust is issuing the Class A
Certificates; and



     WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on
the Class A Certificates in accordance with their terms, has requested the Liquidity Provider to
enter into this Agreement, providing in part for the Borrower to request in specified circumstances
that Advances be made hereunder;



     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:



ARTICLE I




DEFINITIONS



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



          (b) All references in this Agreement to designated “Articles”, “Sections”, “Annexes” and other
subdivisions are to the designated Article, Section, Annex or other subdivision of this Agreement,
unless otherwise specifically stated.



          (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, Annex 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.




Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)


 









 





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



     “Advance” means an Interest Advance, a Final Advance, a Provider Advance, an Unapplied
Provider Advance, an Applied Provider Advance, a Special Termination Advance, an Applied Special
Termination Advance or an Unpaid Advance, as the case may be.



     “Agreement” means this Agreement, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.



     “Applicable Liquidity Rate” has the meaning specified in Section 3.07(g).



     “Applicable Margin” means (a) with respect to any Interest Advance, Final Advance, Applied
Provider Advance or Applied Special Termination Advance, 4.25% per annum, (b) with respect to any
Unapplied Provider Advance, the rate per annum specified in the Fee Letter or (c) with respect to
any Special Termination Advance, the rate per annum specified in the Fee Letter.



     “Applied Downgrade Advance” has the meaning specified in Section 2.06(a).



     “Applied Non-Extension Advance” has the meaning specified in Section 2.06(a).



     “Applied Provider Advance” means an Applied Downgrade Advance or an Applied Non-Extension
Advance.



     “Applied Special Termination Advance” has the meaning assigned to such term in Section 2.05.



     “Base Rate” means a fluctuating interest rate per annum in effect from time to time, which
rate per annum shall at all times be equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published for each day in the period for which the Base Rate is to be determined (or,
if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of
New York, or if such rate is not so published for any day that is a Business Day, the average of
the quotations for such day for such transactions received by the Liquidity Provider from three
Federal funds brokers of recognized standing selected by it (and reasonably satisfactory to
American) plus one-quarter of one percent (0.25%).



     “Base Rate Advance” means an Advance that bears interest at a rate based upon the Base Rate.



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



     “Borrowing” means the making of Advances requested by delivery of a Notice of Borrowing.



     “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial
banks are required or authorized to close in New York, New York, Fort Worth,




Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



2









 




Texas, Wilmington, Delaware, or, so long as any Class A Certificate is outstanding, the city
and state in which the Class A Trustee, the Borrower or any related Loan Trustee maintains its
Corporate Trust Office or receives or disburses funds, and, if the applicable Business Day relates
to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings are
carried on in the London interbank market.




     “Covered Taxes” means any Taxes imposed by the United States, or any political subdivision or
taxing authority thereof or therein, that are required by law to be deducted or withheld from any
amounts payable to the Liquidity Provider under this Agreement other than (i) any Tax on, based on
or measured by net income, franchises or conduct of business, (ii) any Tax imposed, levied,
withheld or assessed as a result of any connection between the Liquidity Provider and the United
States or such political subdivision or taxing authority, other than a connection arising solely
from the Liquidity Provider’s having executed, delivered, performed its obligations or received a
payment under, or enforced, any Operative Agreement, (iii) any Tax attributable to the inaccuracy
in or breach by the Liquidity Provider of any of its representations, warranties or covenants
contained in any Operative Agreement to which it is a party or the inaccuracy of any form,
certificate or document furnished pursuant thereto, (iv) any withholding Taxes imposed by the
United States except (but only in the case of a successor Liquidity Provider (for the avoidance of
doubt, a holder of a Participation is not a successor Liquidity Provider) organized under the laws
of a jurisdiction outside the United States) to the extent such withholding Taxes would not have
been required to be deducted or withheld from payments hereunder but for a change after the date on
which such successor Liquidity Provider becomes the Liquidity Provider hereunder in the U.S.
Internal Revenue Code or the Treasury Regulations thereunder that affects the exemption for income
that is effectively connected with the conduct of a trade or business within the United States, (v)
any withholding Taxes imposed by the United States which are imposed or increased as a result of
the Liquidity Provider failing to deliver to the Borrower any form, certificate or document (which
form, certificate or document, in the good faith judgment of the Liquidity Provider, it is legally
entitled to provide) which is reasonably requested by the Borrower to establish that payments under
this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax, or (vi) any
change in the Lending Office without the prior written consent of American (such consent not to be
unreasonably withheld).



     “Downgrade Advance” means an Advance made pursuant to Section 2.02(b)(ii).



     “Downgrade Event” means a downgrading of the Liquidity Provider’s Short-Term Rating issued by
either Rating Agency (or if the Liquidity Provider does not have a Short-Term Rating issued by a
given Rating Agency, the Long-Term Rating issued by such Rating Agency) below the applicable
Threshold Rating.



     “Effective Date” has the meaning specified in Section 4.01. The delivery of the certificate
of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the
Effective Date has occurred.



     “Excluded Taxes” means (a) Taxes imposed on the overall net income of the Liquidity Provider,
(b) Taxes imposed on the “effectively connected income” of its Lending Office, (c)




Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



3









 




Covered Taxes that are indemnified pursuant to Section 3.03 hereof, and (d) Taxes described in
clauses (i) through (vi) in the definition of “Covered Taxes”.




     “Expenses” means liabilities, losses, damages, costs and expenses (including, without
limitation, reasonable fees and disbursements of legal counsel), provided that Expenses
shall not include any Taxes other than sales, use and V.A.T. taxes imposed on fees and expenses
payable pursuant to Section 7.07.



     “Expiry Date” means the earlier of (a) the anniversary date of the Closing Date immediately
following the date on which the Liquidity Provider has provided a Non-Extension Notice to the
Borrower pursuant to Section 2.10 and (b) the 15th day after the Final Legal
Distribution Date for the Class A Certificates.



     “Final Advance” means an Advance made pursuant to Section 2.02(c).



     “Increased Cost” has the meaning specified in Section 3.01.



     “Intercreditor Agreement” means the Intercreditor Agreement, dated as of the date hereof,
among the Trustees, the Liquidity Provider, the liquidity provider under each Liquidity Facility
(other than this Agreement), if any, and the Subordination Agent, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms.



     “Interest Advance” means an Advance made pursuant to Section 2.02(a).



     “Interest Period” means, with respect to any LIBOR Advance, each of the following periods:




     (i) the period beginning on the third Business Day following either (A) the Liquidity
Provider’s receipt of the Notice of Borrowing for such LIBOR Advance or (B) the date of the
withdrawal of funds from the Class A Cash Collateral Account for the purpose of paying
interest on the Class A Certificates as contemplated by Section 2.06(a) hereof and, in each
case, ending on the next numerically corresponding day in the first calendar month after the
first day of the applicable Interest Period; and




     (ii) each subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the numerically corresponding day in the first calendar month
after the first day of the applicable Interest Period;


provided, however, that if (x) the Final Advance shall have been made pursuant to
Section 2.02(c) or (y) other outstanding Advances shall have been converted into the Final Advance
pursuant to Section 6.01(a), then the Interest Periods shall be successive periods of one month
beginning on (A) the third Business Day following the Liquidity Provider’s receipt of the Notice of
Borrowing for such Final Advance (in the case of clause (x) above) or (B) the Regular Distribution
Date following such conversion (in the case of clause (y) above).




     “Lending Office” means the lending office of the Liquidity Provider, which is presently
located in New York, New York, or such other lending office as the Liquidity Provider from


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)




4









 




time to time shall notify the Borrower as its lending office hereunder; provided that
the Liquidity Provider shall not change its Lending Office without the prior written consent of
American (such consent not to be unreasonably withheld).




     “LIBOR Advance” means an Advance bearing interest at a rate based upon the LIBOR Rate.



     “LIBOR Rate” means, with respect to any Interest Period, (a) the interest rate per annum equal
to the rate per annum at which deposits in Dollars are offered in the London interbank market as
shown on the Reuters Screen LIBOR01 (or such other page or screen as may replace such Reuters
Screen) at approximately 11:00 a.m. (London time) on the day that is two Business Days prior to the
first day of such Interest Period, for a period comparable to such Interest Period, or (b) if no
such rate appears on such Reuters Screen (or otherwise as aforesaid), the interest rate per annum
equal to the average (rounded up, if necessary, to the nearest 1/100th of 1%) of the rates per
annum at which deposits in Dollars are offered by the Reference Banks (or, if fewer than all of the
Reference Banks are quoting a rate for deposits in Dollars for the applicable period and amount,
such fewer number of Reference Banks) at approximately 11:00 a.m. (London time) on the day that is
two Business Days prior to the first day of such Interest Period to prime banks in the London
interbank market for a period comparable to such Interest Period and in an amount approximately
equal to the principal amount of the LIBOR Advance to be outstanding during such Interest Period,
or (c) if none of the Reference Banks is quoting a rate for deposits in Dollars in the London
interbank market for such a period and amount, the interest rate per annum equal to the average
(rounded up, if necessary, to the nearest 1/100th of 1%) of the rates at which deposits in Dollars
are offered by the principal New York offices of the Reference Banks (or, if fewer than all of the
Reference Banks are quoting a rate for deposits in Dollars in the New York interbank market for the
applicable period and amount, such fewer number of Reference Banks) at approximately 11:00 a.m.
(New York time) on the day that is two Business Days prior to the first day of such Interest Period
to prime banks in the New York interbank market for a period comparable to such Interest Period and
in an amount approximately equal to the principal amount of the LIBOR Advance to be outstanding
during such Interest Period, or (d) if none of the principal New York offices of the Reference
Banks is quoting a rate for deposits in Dollars in the New York interbank market for the applicable
period and amount, the Base Rate.



     “Liquidity Event of Default” means the occurrence of either (a) the Acceleration of all of the
Equipment Notes (provided that, with respect to the period prior to the Delivery Period
Termination Date, the aggregate principal balance of such Equipment Notes is in excess of $410
million) or (b) an American Bankruptcy Event.



     “Liquidity Indemnitee” means the Liquidity Provider, its directors, officers, employees and
agents, and its successors and permitted assigns.



     “Liquidity Provider” has the meaning specified in the introductory paragraph to this
Agreement.



     “Maximum Available Commitment” means, subject to the proviso contained in the third sentence
of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such


Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)




5









 




time less (b) the aggregate amount of each Interest Advance outstanding at such time;
provided that following a Provider Advance, a Special Termination Advance or a Final
Advance, the Maximum Available Commitment shall be zero.




     “Maximum Commitment” means $95,799,168, as the same may be reduced from time to time in
accordance with Section 2.04(a).



     “MS Bank” has the meaning specified in the introductory paragraph to this Agreement.



     “Non-Extension Advance” means an Advance made pursuant to Section 2.02(b)(i).



     “Non-Extension Notice” has the meaning specified in Section 2.10.



     “Notice Date” has the meaning specified in Section 2.10.



     “Notice of Borrowing” has the meaning specified in Section 2.02(e).



     “Notice of Replacement Subordination Agent” has the meaning specified in Section 3.08.



     “Participation” has the meaning specified in Section 7.08(b).



     “Performing Note Deficiency” means any time that less than 65% of the then aggregate
outstanding principal amount of all Equipment Notes are Performing Equipment Notes.



     “Prospectus Supplement” means the Prospectus Supplement dated September 27, 2011, relating to
the Class A Certificates, as such Prospectus Supplement may be amended or supplemented.



     “Provider Advance” means a Downgrade Advance or a Non-Extension Advance.



     "Rate Determination Notice” has the meaning specified in Section 3.07(g).



     “Reference Banks” means the principal London offices of: Barclays Bank plc; JPMorgan Chase
Bank; and Deutsche Bank; and such other or additional banking institutions as may be designated
from time to time by mutual agreement of American and the Liquidity Provider.



     “Regulatory Change” means (x) the enactment, adoption or promulgation, after the date of this
Agreement, of any law or regulation by a United States federal or state government or by any
government having jurisdiction over the Liquidity Provider, or any change, after the date of this
Agreement, in any such law or regulation, or in the interpretation thereof by any governmental
authority, central bank or comparable agency of the United States or any government having
jurisdiction over the Liquidity Provider charged with responsibility for the administration or
application thereof, that shall impose, modify or deem applicable, or (y) the compliance by the
Liquidity Provider (or its head office) with any applicable direction or requirement (whether or
not having the force of law) of any central bank or competent governmental or other authority,
after the date of this Agreement, with respect to: (a) any reserve, special deposit or similar
requirement against extensions of credit or other assets of, or


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



6









 




deposits with or other liabilities of, the Liquidity Provider including, or by reason of, the
Advances, or (b) any capital adequacy requirement requiring the maintenance by the Liquidity
Provider of additional capital in respect of any Advances or the Liquidity Provider’s obligation to
make any such Advances, or (c) any requirement to maintain liquidity or liquid assets in respect of
the Liquidity Provider’s obligation to make any such Advances, or (d) any Taxes (other than
Excluded Taxes) with respect to the amounts payable or paid to the Liquidity Provider or any change
in the basis of taxation of any amounts payable to the Liquidity Provider (other than in respect of
Excluded Taxes).




     “Replenishment Amount” has the meaning specified in Section 2.06(b).



     “Required Amount” means, for any day, the sum of the aggregate amount of interest, calculated
at the rate per annum equal to the Stated Interest Rate for the Class A Certificates on the basis
of a 360-day year comprised of twelve 30-day months, that would be payable on the Class A
Certificates on each of the three successive semiannual Regular Distribution Dates immediately
following such day or, if such day is a Regular Distribution Date, on such day and the succeeding
two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance
of the Class A Certificates on such day and without regard to expected future distributions of
principal on the Class A Certificates.



     “Special Termination Advance” means an Advance made pursuant to Section 2.02(d), other than
any portion of such Advance that becomes an Applied Special Termination Advance.



     “Special Termination Notice” means the Notice of Special Termination substantially in the form
of Annex VII to this Agreement.



     “Termination Date” means the earliest to occur of the following: (i) the Expiry Date; (ii)
the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a
Responsible Officer of the Borrower, certifying that all of the Class A Certificates have been paid
in full (or provision has been made for such payment in accordance with the Intercreditor Agreement
and the Class A Trust Agreement) or are otherwise no longer entitled to the benefits of this
Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate,
signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility
has been substituted for this Agreement in full pursuant to Section 3.05(e) of the Intercreditor
Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination
Notice or a Special Termination Notice from the Liquidity Provider pursuant to Section 6.01(a) or
6.01(b), as applicable; and (v) the date on which no Advance is or may (including by reason of
reinstatement as herein provided) become available for a Borrowing hereunder.



     “Termination Notice” means the Notice of Termination substantially in the form of Annex VI to
this Agreement.



     “Unapplied Provider Advance” means any Provider Advance other than an Applied Provider
Advance.



     “Unpaid Advance” has the meaning specified in Section 2.05.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



7









 





     For the purposes of this Agreement, the following terms shall have the respective meanings
specified in the Intercreditor Agreement:



     “Acceleration”, “Additional Certificates”, “American”, “American Bankruptcy Event”,
“Certificate”, “Class A Cash Collateral Account”, “Class A Certificates”, “Class A
Certificateholders”, “Class A Trust”, “Class A Trust Agreement”, “Class A Trustee”, “Class B
Certificates”, “Closing Date”, “Collection Account”, “Corporate Trust Office”, “Delivery Period
Termination Date”, “Distribution Date”, “Dollars”, “Downgraded Facility”, “Equipment Notes”, “Fee
Letter”, “Final Legal Distribution Date”, “Indenture”, “Interest Payment Date”, “Investment
Earnings”, “Liquidity Facility”, “Loan Trustee”, “Long-Term Rating”, “Non-Extended Facility”,
“Operative Agreements”, “Participation Agreements”, “Performing Equipment Note”, “Person”, “Pool
Balance”, “Rating Agencies”, “Regular Distribution Date”, “Replacement Liquidity Facility”,
“Responsible Officer”, “Series A Equipment Notes”, “Scheduled Payment”, “Short-Term Rating”,
“Special Payment”, “Stated Interest Rate”, “Subordination Agent”, “Taxes”, “Threshold Rating”,
“Trust Agreement”, “Trustee”, “Underwriters”, “Underwriting Agreement”, and “United States”.



ARTICLE II




AMOUNT AND TERMS OF THE COMMITMENT



     Section 2.01 The Advances. The Liquidity Provider hereby irrevocably agrees, on the
terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on
any Business Day during the period from the Effective Date until 12:00 noon (New York City time) on
the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to
exceed the Maximum Commitment.



     Section 2.02 Making of Advances. (a) Each Interest Advance shall be made by the
Liquidity Provider upon delivery to the Liquidity Provider of a written and completed Notice of
Borrowing in substantially the form of Annex I, signed by a Responsible Officer of the Borrower,
such Interest Advance to be in an amount not exceeding the Maximum Available Commitment at such
time and used solely for the payment when due of interest with respect to the Class A Certificates
at the Stated Interest Rate therefor in accordance with Section 3.05(a) and 3.05(b) of the
Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the
Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent
Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next
sentence). Upon repayment to the Liquidity Provider in full or in part of the amount of any
Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as
provided herein), the Maximum Available Commitment shall be reinstated by an amount equal to the
amount of such Interest Advance so repaid, but not to exceed the Maximum Commitment;
provided, however, that the Maximum Available Commitment shall not be so reinstated
at any time if (x) both a Performing Note Deficiency exists and a Liquidity Event of Default shall
have occurred and be continuing or (y) a Final Advance, a Downgrade Advance, a Non-Extension
Advance or a Special Termination Advance shall have occurred.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



8









 





          (b) (i) A Non-Extension Advance shall be made by the Liquidity Provider if this Agreement is
not extended in accordance with Section 3.05(d) of the Intercreditor Agreement unless a Replacement
Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower
in accordance with said Section 3.05(d), upon delivery to the Liquidity Provider of a written and
completed Notice of Borrowing in substantially the form of Annex II, signed by a Responsible
Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and
shall be used to fund the Class A Cash Collateral Account in accordance with Sections 3.05(d) and
3.05(f) of the Intercreditor Agreement.



          (ii) A Downgrade Advance shall be made by the Liquidity Provider upon the occurrence of a
Downgrade Event (as provided for in Section 3.05(c) of the Intercreditor Agreement) unless a
Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to
the Borrower in accordance with said Section 3.05(c), upon delivery to the Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form of Annex III, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such
time, and shall be used to fund the Class A Cash Collateral Account in accordance with Sections
3.05(c) and 3.05(f) of the Intercreditor Agreement.



          (c) A Final Advance shall be made by the Liquidity Provider following the receipt by the
Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01(a) upon
delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially
the form of Annex IV, signed by a Responsible Officer of the Borrower, in an amount equal to the
Maximum Available Commitment at such time, and shall be used to fund the Class A Cash Collateral
Account (in accordance with Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement).



          (d) A Special Termination Advance shall be made in a single Borrowing upon the receipt by the
Borrower of a Special Termination Notice from the Liquidity Provider pursuant to Section 6.01(b),
by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in
substantially the form of Annex V, signed by a Responsible Officer of the Borrower, in an amount
equal to the Maximum Available Commitment at such time, and shall be used to fund the Class A Cash
Collateral Account (in accordance with Section 3.05(f) and Section 3.05(k) of the Intercreditor
Agreement).



          (e) Each Borrowing shall be made by notice in writing (a “Notice of Borrowing”) in
substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may
be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the
Borrower in respect of any Borrowing no later than 12:30 p.m. (New York City time) on a Business
Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to such
requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance
with its payment instructions, the amount of such Borrowing in Dollars and immediately available
funds, before 4:00 p.m. (New York City time) on such Business Day or before 12:30 p.m. (New York
City time) on such later Business Day specified in such Notice of Borrowing. If a Notice of
Borrowing is delivered by the Borrower in respect of any Borrowing after 12:30 p.m. (New York City
time) on a Business Day, upon satisfaction of the conditions


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



9









 




precedent set forth in Section 4.02 with respect to such requested Borrowing, the Liquidity
Provider shall make available to the Borrower, in accordance with its payment instructions, the
amount of such Borrowing in Dollars and immediately available funds, before 1:00 p.m. (New York
City time) on the first Business Day next following the day of receipt of such Notice of Borrowing
or on such later Business Day specified by the Borrower in such Notice of Borrowing. Payments of
proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the
Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time
to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable
and binding on the Borrower. Each Notice of Borrowing shall be effective upon delivery of a copy
thereof to the Liquidity Provider at the address and in the manner specified in Section 7.02
hereof.




          (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing in accordance
with the Borrower’s payment instructions, the Liquidity Provider shall be fully discharged of its
obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not
thereafter be obligated to make any further Advances hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person (including the Class A Trustee or any Class A
Certificateholder). If the Liquidity Provider makes an Advance requested pursuant to a Notice of
Borrowing before 12:00 noon (New York City time) on the second Business Day after the date of
payment specified in Section 2.02(e), the Liquidity Provider shall have fully discharged its
obligations hereunder with respect to such Advance and an event of default shall not have occurred
hereunder. Following the making of any Advance pursuant to Section 2.02(b), 2.02(c) or 2.02(d) to
fund the Class A Cash Collateral Account, the Liquidity Provider shall have no interest in or
rights to the Class A Cash Collateral Account, such Advance or any other amounts from time to time
on deposit in the Class A Cash Collateral Account; provided that the foregoing shall not
affect or impair the obligations of the Subordination Agent to make the distributions contemplated
by Section 3.05(e) or 3.05(f) of the Intercreditor Agreement. By paying to the Borrower proceeds
of Advances requested by the Borrower in accordance with the provisions of this Agreement, the
Liquidity Provider makes no representation as to, and assumes no responsibility for, the
correctness or sufficiency for any purpose of the amount of the Advances so made and requested.



     Section 2.03 Fees. The Borrower agrees to pay to the Liquidity Provider the fees set
forth in the Fee Letter.



     Section 2.04 Reduction or Termination of the Maximum Commitment. (a) Automatic
Reduction. Promptly following each date on which the Required Amount is reduced as a result of
a reduction in the Pool Balance of the Class A Certificates, the Maximum Commitment shall
automatically be reduced to an amount equal to such reduced Required Amount (as calculated by the
Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum
Commitment to the Liquidity Provider and American within two Business Days thereof. The failure by
the Borrower to furnish any such notice shall not affect any such automatic reduction of the
Maximum Commitment.



          (b) Termination. Upon the making of any Provider Advance, Special Termination Advance
or Final Advance hereunder or the occurrence of the Termination Date, the


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



10









 




obligation of the Liquidity Provider to make further Advances hereunder shall automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing
hereunder.




     Section 2.05 Repayments of Interest Advances, the Special Termination Advance or the Final
Advance. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without
notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand
are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider (a)
on each date on which the Liquidity Provider shall make an Interest Advance, the Special
Termination Advance or the Final Advance, an amount equal to the amount of such Advance (any such
Advance, until repaid, is referred to herein as an “Unpaid Advance”), plus (b) interest on the
amount of each such Unpaid Advance in the amounts and on the dates determined as provided in
Section 3.07; provided that if (i) the Liquidity Provider shall make a Provider Advance at
any time after making one or more Interest Advances which shall not have been repaid in accordance
with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or
Non-Extended Facility at any time when unreimbursed Interest Advances have reduced the Maximum
Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances
and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied
Non-Extension Advance, as the case may be, for all purposes of this Agreement (including, without
limitation, for the purpose of determining when such Interest Advance is required to be repaid to
the Liquidity Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b));
provided, further, that amounts in respect of a Special Termination Advance
withdrawn from the Class A Cash Collateral Account for the purpose of paying interest on the Class
A Certificates in accordance with Section 3.05(f) of the Intercreditor Agreement (the portion of
the outstanding Special Termination Advance equal to the amount of any such withdrawal, but not in
excess of the outstanding Special Termination Advance, being an “Applied Special Termination
Advance”) shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under
this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable
thereon; provided, further, that if, following the making of a Special Termination
Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section
6.01(a), such Special Termination Advance (including any portion thereof that is an Applied Special
Termination Advance) shall thereafter be treated as a Final Advance under this Agreement for
purposes of determining the Applicable Liquidity Rate for interest payable thereon; and,
provided, further, that if, after making a Provider Advance, the Liquidity Provider
delivers a Special Termination Notice to the Borrower pursuant to Section 6.01(b), any Unapplied
Provider Advance shall be converted to and treated as a Special Termination Advance under this
Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon
and the obligation for repayment thereof under the Intercreditor Agreement. The Borrower and the
Liquidity Provider agree that the repayment in full of each Interest Advance, Special Termination
Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous
exchange for new value given to the Borrower by the Liquidity Provider. For the avoidance of
doubt, interest payable on an Interest Advance, Special Termination Advance or the Final Advance
shall not be regarded as overdue unless such interest is not paid when due under Section 3.07.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



11









 





     Section 2.06 Repayments of Provider Advances. (a) Amounts advanced hereunder in
respect of a Provider Advance shall be deposited in the Class A Cash Collateral Account and
invested and withdrawn from the Class A Cash Collateral Account as set forth in Sections 3.05(c),
3.05(d), 3.05(e) and 3.05(f) of the Intercreditor Agreement. Subject to Sections 2.07 and 2.09,
the Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing
on the first Regular Distribution Date after the making of a Provider Advance, interest on the
principal amount of any such Provider Advance, in the amounts determined as provided in Section
3.07; provided, however, that amounts in respect of a Provider Advance withdrawn
from the Class A Cash Collateral Account for the purpose of paying interest on the Class A
Certificates in accordance with Section 3.05(f) of the Intercreditor Agreement (the amount of any
such withdrawal being (y), in the case of a Downgrade Advance, an “Applied Downgrade Advance” and
(z) in the case of a Non-Extension Advance, an “Applied Non-Extension Advance” and together with an
Applied Downgrade Advance, an “Applied Provider Advance”) shall thereafter (subject to Section
2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the
Applicable Liquidity Rate for interest payable thereon; provided, further,
however, that if, following the making of a Provider Advance, the Liquidity Provider
delivers a Termination Notice to the Borrower pursuant to Section 6.01(a), such Provider Advance
shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the
Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09,
immediately upon the withdrawal of any amounts from the Class A Cash Collateral Account on account
of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion
of the Provider Advances in a principal amount equal to such reduction, plus interest on the
principal amount so repaid as provided in Section 3.07.



          (b) At any time when an Applied Provider Advance or Applied Special Termination Advance (or
any portion thereof) is outstanding, upon the deposit in the Class A Cash Collateral Account of any
amount pursuant to clause “fourth” of Section 3.02 of the Intercreditor Agreement (any such amount
being a “Replenishment Amount”) for the purpose of replenishing or increasing the balance thereof
up to the Required Amount at such time, (i) the aggregate outstanding principal amount of all
Applied Provider Advances and Applied Special Termination Advances (and of Provider Advances and
Special Termination Advances treated as Interest Advances for purposes of determining the
Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the
amount of such Replenishment Amount, and (ii) the aggregate outstanding principal amount of all
Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment
Amount.



          (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in
accordance with Section 3.05(e) of the Intercreditor Agreement, as provided in Section 3.05(f) of
the Intercreditor Agreement, amounts remaining on deposit in the Class A Cash Collateral Account
after giving effect to any Applied Provider Advance on the date of such replacement shall be
reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in
full to the Liquidity Provider all amounts owing to it hereunder.



     Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement. In
order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the
Intercreditor Agreement provides that amounts available and referred to in Articles II and III


Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)




12









 




of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to
the terms of the Intercreditor Agreement (including, without limitation, Section 3.05(f) of the
Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms
thereof (but, for the avoidance of doubt, without duplication of or increase in any amounts payable
hereunder). Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider
in the order of priority required by the applicable provisions of Articles II and III of the
Intercreditor Agreement and shall discharge in full the corresponding obligations of the Borrower
hereunder.




     Section 2.08 Book Entries. The Liquidity Provider shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting
from Advances made from time to time and the amounts of principal and interest payable hereunder
and paid from time to time in respect thereof; provided, however, that the failure
by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of
the Borrower in respect of Advances.



     Section 2.09 Payments from Available Funds Only. All payments to be made by the
Borrower under this Agreement shall be made only from the amounts that constitute Scheduled
Payments, Special Payments and other payments under the Operative Agreements, including payment
under Section 4.02 of the Participation Agreements and payments under Section 2.14 of the
Indentures, and only to the extent that the Borrower shall have sufficient income or proceeds
therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving
effect to the priority of payments provisions set forth in the Intercreditor Agreement. The
Liquidity Provider agrees that it will look solely to such amounts to the extent available for
distribution to it as provided in the Intercreditor Agreement and this Agreement and that the
Borrower, in its individual capacity, is not personally liable to it for any amounts payable or
liability under this Agreement except as expressly provided in this Agreement, the Intercreditor
Agreement or any Participation Agreement. Amounts on deposit in the Class A Cash Collateral
Account shall be available to the Borrower to make payments under this Agreement only to the extent
and for the purposes expressly contemplated in Section 3.05(f) of the Intercreditor Agreement.



     Section 2.10 Extension of the Expiry Date; Non-Extension Advance. If the Liquidity
Provider notifies the Borrower in writing before the 25th day prior to an anniversary
date of the Closing Date that is prior to the 15th day after the Final Legal
Distribution Date for the Class A Certificates (such notification, a “Non-Extension Notice”; the
date of such notification, the “Notice Date”) that its obligation to make Advances hereunder shall
not be extended beyond the immediately following anniversary date of the Closing Date (and if the
Liquidity Provider shall not have been replaced in accordance with Section 3.05(e) of the
Intercreditor Agreement), the Borrower shall be entitled on and after the Notice Date (but prior to
such anniversary date) to request a Non-Extension Advance in accordance with Section 2.02(b) hereof
and Section 3.05(d) of the Intercreditor Agreement.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



13









 





ARTICLE III




OBLIGATIONS OF THE BORROWER



     Section 3.01 Increased Costs. Without duplication of any rights created by Section
3.03, if as a result of any Regulatory Change there shall be any increase by an amount reasonably
deemed by the Liquidity Provider to be material in the actual cost to the Liquidity Provider of
making, funding or maintaining any Advances or its obligation to make any such Advances or there
shall be any reduction by an amount reasonably deemed by the Liquidity Provider to be material in
the amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement
in respect thereof, and in case of either such an increase or reduction, such event does not arise
from the gross negligence or willful misconduct of the Liquidity Provider, from its breach of any
of its representations, warranties, covenants or agreements contained herein or in the
Intercreditor Agreement or from its failure to comply with any such Regulatory Change (any such
increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections
2.07 and 2.09, the Borrower shall from time to time pay to the Liquidity Provider an amount equal
to such Increased Cost within 10 Business Days after delivery to the Borrower and American of a
certificate of an officer of the Liquidity Provider describing in reasonable detail the event by
reason of which it claims such Increased Cost and the basis for the determination of the amount of
such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with
respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of
such certificate. Such certificate, in the absence of manifest error, shall be considered prima
facie evidence of the amount of the Increased Costs for purposes of this Agreement;
provided that any determinations and allocations by the Liquidity Provider of the effect of
any Regulatory Change on the costs of maintaining the Advances or the obligation to make Advances
are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be
entitled to assert any claim under this Section 3.01 in respect of or attributable to Excluded
Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of
any event occurring after the date of this Agreement that will entitle the Liquidity Provider to
compensation under this Section 3.01. The Liquidity Provider agrees to investigate all
commercially reasonable alternatives for reducing any Increased Costs and to use all commercially
reasonable efforts to avoid or minimize, to the greatest extent possible, any claim in respect of
Increased Costs, including, without limitation, by designating a different Lending Office, if such
designation or other action would avoid the need for, or reduce the amount of, any such claim;
provided that the foregoing shall not obligate the Liquidity Provider to take any action
that would, in its reasonable judgment, cause the Liquidity Provider to take any action that is not
materially consistent with its internal policies or is otherwise materially disadvantageous to the
Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost,
unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor.
If no such designation or other action is effected, or, if effected, such notice fails to avoid the
need for any claim in respect of Increased Costs, American may arrange for a Replacement Liquidity
Facility in accordance with Section 3.05(e) of the Intercreditor Agreement.



     Notwithstanding the foregoing provisions, in no event shall the Borrower be required to make
payments under this Section 3.01: (a) in respect of any Regulatory Change proposed by


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



14









 




any applicable governmental authority (including any branch of a legislature), central bank or
comparable agency of the United States or the Liquidity Provider’s jurisdiction of organization or
in which its Lending Office is located and pending as of the date of this Agreement (it being
agreed that the Regulatory Changes contemplated by the Consultative Documents issued by the Basel
Committee on Banking Supervision entitled “Strengthening the resilience of the banking sector” and
“International framework for liquidity risk measurement, standards and monitoring,” each dated
December 2009, shall not be considered to have been proposed or pending as of the date of this
Agreement); (b) if a claim hereunder in respect of an Increased Cost arises through circumstances
peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking
institutions in the same jurisdiction generally that are in compliance with the law, rule,
regulation or interpretation giving rise to the Regulatory Change relating to such Increased Cost;
(c) if the Liquidity Provider shall fail to comply with its obligations under this Section 3.01 or
(d) if the Liquidity Provider is not also seeking payment for similar increased costs in other
similarly situated transactions related to the airline industry.




     Section 3.02 Intentionally omitted.



     Section 3.03 Withholding Taxes. (a) All payments made by the Borrower under this
Agreement shall be made without deduction or withholding for or on account of any Taxes, unless
such deduction or withholding is required by law. If any Taxes are so required to be withheld or
deducted from any amounts payable to the Liquidity Provider under this Agreement, then, subject to
Sections 2.07 and 2.09, the Borrower shall pay to the relevant authorities the full amount so
required to be deducted or withheld and, without duplication of any rights created by Section 3.01,
if such Taxes are Covered Taxes, pay to the Liquidity Provider such additional amounts as shall be
necessary to ensure that the net amount actually received by the Liquidity Provider (after
deduction or withholding of all Covered Taxes) shall be equal to the full amount that would have
been received by the Liquidity Provider had no withholding or deduction of Covered Taxes been
required. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable
legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such
change would avoid the need for, or reduce the amount of, any such additional amounts that may
thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise
materially disadvantageous to the Liquidity Provider. If the Liquidity Provider receives a refund
of, or realizes a net Tax benefit not otherwise available to it as a result of, any Taxes for which
additional amounts were paid by the Borrower pursuant to this Section 3.03, the Liquidity Provider
shall pay to the Borrower (for deposit into the Collection Account) the amount of such refund (and
any interest thereon) or net benefit.



     The Liquidity Provider will (i) provide (on its behalf and on behalf of any participant
holding a Participation pursuant to Section 7.08) to the Borrower (x) on or prior to the Effective
Date two valid completed and executed originals of Internal Revenue Service Form W-9,
 W-8BEN or W-8ECI (whichever is applicable), including thereon a valid U.S. taxpayer
identification number (or, with respect to any such participant, such other form or documentation
as may be applicable) covering all amounts receivable by it in connection with the transactions
contemplated by the Operative Agreements and (y) thereafter from time to time such additional forms
or documentation as may be necessary to establish an available exemption from withholding of United
States Tax on payments hereunder so that such forms or documentation


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



15









 




are effective for all periods during which it is the Liquidity Provider and (ii) provide
timely notice to the Borrower if any such form or documentation is or becomes inaccurate. The
Liquidity Provider shall deliver to the Borrower such other forms or documents as may be reasonably
requested by the Borrower or required by applicable law to establish that payments hereunder are
exempt from or entitled to a reduced rate of Covered Taxes.




          (b) All payments (including, without limitation, Advances) made by the Liquidity Provider
under this Agreement shall be made free and clear of, and without reduction for or on account of,
any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the
Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate governmental or taxing authority the full amount of any
such Taxes (and any additional Taxes in respect of the additional amounts payable under clause (ii)
hereof) and make such reports or returns in connection therewith at the time or times and in the
manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after
deduction of all such Taxes) will be sufficient to yield to the Borrower the full amount which
would have been received by it had no such withholding or deduction been made. Within 30 days
after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the
original or a certified copy of (or other documentary evidence of) the payment of the Taxes
applicable to such payment.



     If any exemption from, or reduction in the rate of, any Taxes required to be borne by the
Liquidity Provider under this Section 3.03(b) is reasonably available to the Borrower without
providing any information regarding the holders or beneficial owners of the Certificates, the
Borrower shall deliver the Liquidity Provider such form or forms and such other evidence of the
eligibility of the Borrower for such exemption or reductions (but without any requirement to
provide any information regarding the holders or beneficial owners of the Certificates) as the
Liquidity Provider may reasonably identify to the Borrower as being required as a condition to
exemption from, or reduction in the rate of, such Taxes.



     Section 3.04 Payments. Subject to Sections 2.07 and 2.09, the Borrower shall make or
cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 p.m. (New York City time) on the
day when due. The Borrower shall make all such payments in Dollars, to the Liquidity Provider in
immediately available funds, by wire transfer to the account of MS Bank at [___________________],
Reference to: American Airlines 2011-2A EETC, Attention: Morgan Stanley Loan Servicing, or to such
other U.S. bank account as the Liquidity Provider may from time to time direct the Subordination
Agent.



     Section 3.05 Computations. All computations of interest based on the Base Rate shall
be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of
interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for
the actual number of days (including the first day but excluding the last day) occurring in the
period for which such interest is payable.



     Section 3.06 Payment on Non-Business Days. Whenever any payment to be made hereunder
shall be stated to be due on a day other than a Business Day, such payment shall be


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



16









 




made on the next succeeding Business Day and no additional interest shall be due as a result
(and if so made, shall be deemed to have been made when due). If any payment in respect of
interest on an Advance is so deferred to the next succeeding Business Day, such deferral shall not
delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR
Advance) or reduce the number of days for which interest will be payable on such Advance on the
next Interest Payment Date for such Advance.




     Section 3.07 Interest. (a) Subject to Sections 2.07 and 2.09, the Borrower shall
pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of
each Advance from and including the date of such Advance (or, in the case of an Applied Provider
Advance or Applied Special Termination Advance, from and including the date on which the amount
thereof was withdrawn from the Class A Cash Collateral Account to pay interest on the Class A
Certificates) to but excluding the date such principal amount shall be paid in full (or, in the
case of an Applied Provider Advance or Applied Special Termination Advance, the date on which the
Class A Cash Collateral Account is fully replenished in respect of such Advance) and (ii), to the
extent permitted by law, any other amount due hereunder (whether fees, commissions, expenses or
other amounts or installments of interest on Advances or any such other amount) that is not paid
when due (whether at stated maturity, by acceleration or otherwise) from and including the due date
thereof to but excluding the date such amount is paid in full, in each such case, at the interest
rate per annum for each day that such amount remains overdue and unpaid equal to the Applicable
Liquidity Rate for such Advance or such other amount, as the case may be, as in effect for such
day, but in no event in any case referred to in clause (i) or (ii) above at a rate per annum
greater than the maximum rate permitted by applicable law; provided, however, that,
if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall
exceed the maximum rate permitted by applicable law, then to the maximum extent permitted by
applicable law any subsequent reduction in such interest rate will not reduce the rate of interest
payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the
total amount of interest accrued equals the absolute amount of interest that would have accrued
(without additional interest thereon) if such otherwise applicable interest rate as set forth in
this Section 3.07 had at all relevant times been in effect.



          (b) Except as provided in Section 3.07(e), each Advance will be either a Base Rate Advance or
a LIBOR Advance as provided in this Section 3.07. Each such Advance will be a Base Rate Advance
for the period from the date of its borrowing to (but excluding) the third Business Day following
the Liquidity Provider’s receipt of the Notice of Borrowing for such Advance. Thereafter, such
Advance shall be a LIBOR Advance; provided that a Provider Advance shall always be a LIBOR
Advance unless the Borrower elects otherwise.



          (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum
equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance,
payable in arrears on the last day of such Interest Period and, in the event of the payment of
principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to
the extent of interest accrued on the amount of principal repaid.



          (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus
the Applicable Margin for such Base Rate Advance, payable in arrears on each


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



17









 




Regular Distribution Date and, in the event of the payment of principal of such Base Rate
Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent
of interest accrued on the amount of principal repaid).




          (e) Each outstanding Unapplied Non-Extension Advance shall bear interest in an amount equal to
the Investment Earnings plus the Applicable Margin on amounts on deposit in the Class A Cash
Collateral Account for such Unapplied Non-Extension Advance on the amount of such Unapplied
Non-Extension Advance, from time to time, payable in arrears on each Regular Distribution Date.



          (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or other
amounts or installments of interest on Advances but excluding Advances) shall bear interest, to the
extent permitted by applicable law, at a rate per annum equal to the Base Rate plus 2.0% per annum
until paid.



          (g) If at any time, the Liquidity Provider shall have determined (which determination shall be
conclusive and binding upon the Borrower, absent manifest error) that, by reason of circumstances
affecting the relevant interbank lending market generally, the LIBOR Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the cost to the
Liquidity Provider (as conclusively certified by the Liquidity Provider, absent manifest error) of
making or maintaining Advances, the Liquidity Provider shall give facsimile or telephonic notice
thereof (a “Rate Determination Notice”) to the Borrower. If such notice is given, then the
outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances
effective from the date of the Rate Determination Notice; provided that the Applicable
Liquidity Rate in respect of such Base Rate Advances shall be increased by one per cent (1.00%).
The Liquidity Provider shall withdraw a Rate Determination Notice given hereunder when the
Liquidity Provider determines that the circumstances giving rise to such Rate Determination Notice
no longer apply to the Liquidity Provider, and the Base Rate Advances shall be converted to LIBOR
Advances effective as the first day of the next succeeding Interest Period after the date of such
withdrawal. Each change in the Base Rate shall become effective immediately. The rates of interest
specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as
the “Applicable Liquidity Rate”.



     Section 3.08 Replacement of Borrower. Subject to Section 5.02, from time to time and
subject to the successor Borrower’s meeting the eligibility requirements set forth in Section 6.09
of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and
time specified in a written and completed Notice of Replacement Subordination Agent in
substantially the form of Annex VIII (a “Notice of Replacement Subordination Agent”) delivered to
the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall become
the Borrower for all purposes hereunder.



     Section 3.09 Funding Loss Indemnification. The Borrower shall pay to the Liquidity
Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient
(in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost or
expense incurred by reason of the liquidation or redeployment of deposits or other funds


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



18









 




acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss
of the Applicable Margin or anticipated profits) incurred as a result of:





     (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest
Period for such Advance; or




     (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing
specified in the relevant notice under Section 2.02.



     Section 3.10 Illegality. Notwithstanding any other provision in this Agreement, if
any change in any law, rule or regulation applicable to or binding on the Liquidity Provider, or
any change in the interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration thereof, or compliance
by the Liquidity Provider with any request or directive (whether or not having the force of law) of
any such authority, central bank or comparable agency shall make it unlawful or impossible for the
Liquidity Provider to maintain or fund its LIBOR Advances, then upon notice to the Borrower and
American by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such
change or compliance with such request, in the reasonable judgment of the Liquidity Provider,
requires immediate conversion; or (b) at the expiration of the last Interest Period to expire
before the effective date of any such change or request. The Liquidity Provider will notify the
Borrower and American as promptly as practicable of any event that will or to its knowledge is
reasonably likely to lead to the conversion of LIBOR Advances to Base Rate Advances under this
Section 3.10; provided that a failure by the Liquidity Provider to notify the Borrower or
American of an event that is reasonably likely to lead to such a conversion prior to the time that
it is determined that such event will lead to such a conversion shall not prejudice the rights of
the Liquidity Provider under this Section 3.10. The Liquidity Provider agrees to investigate all
commercially reasonable alternatives for avoiding the need for such conversion, including, without
limitation, designating a different Lending Office, if such designation or other action would avoid
the need to convert such LIBOR Advances to Base Rate Advances; provided that the foregoing
shall not obligate the Liquidity Provider to take any action that would, in its reasonable
judgment, cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or
American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation
or other action is effected, or, if effected, fails to avoid the need for conversion of the LIBOR
Advances to Base Rate Advances, American may arrange for a Replacement Liquidity Facility in
accordance with Section 3.05(e) of the Intercreditor Agreement.



ARTICLE IV




CONDITIONS PRECEDENT



     Section 4.01 Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of
this Agreement shall become effective on and as of the first date (the “Effective Date”) on which
the following conditions precedent have been satisfied (or waived by the appropriate party or
parties):


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



19









 





          (a) The Liquidity Provider shall have received on or before the Closing Date each of the
following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii),
each in form and substance satisfactory to the Liquidity Provider:




          (i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in
the case of the Fee Letter, American;




          (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto
(other than the Liquidity Provider);




          (iii) Fully executed copies of each of the Operative Agreements executed and delivered
on or before the Closing Date (other than this Agreement, the Fee Letter and the
Intercreditor Agreement);




          (iv) A copy of the Prospectus Supplement and specimen copies of the Class A
Certificates;




          (v) An executed copy of each opinion (other than the negative assurance letter of the
General Counsel and Chief Compliance Officer of American and the opinion and the negative
assurance letter of Shearman & Sterling LLP, special counsel to the Underwriters) delivered
on the Closing Date pursuant to the Underwriting Agreement (in the case of each such
opinion, either addressed to the Liquidity Provider or accompanied by a letter from the
counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely
on such opinion as of its date as if it were addressed to the Liquidity Provider);




          (vi) An executed copy of each document, instrument, certificate and opinion delivered
on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor
Agreement and the other Operative Agreements (in the case of each such opinion, either
addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering
such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion
as of its date as if it were addressed to the Liquidity Provider); and




          (vii) An agreement from American, pursuant to which (x) American agrees to provide
copies of quarterly financial statements and audited annual financial statements to the
Liquidity Provider (which American may provide in an electronic format by electronic mail or
making such available over the internet) and (y) American agrees to allow the Liquidity
Provider to discuss the transactions contemplated by the Operative Agreements with officers
and employees of American.



          (b) On and as of the Effective Date no event shall have occurred and be continuing, or would
result from the entering into of this Agreement or the making of any Advance, which constitutes a
Liquidity Event of Default.



          (c) The Liquidity Provider shall have received payment in full of the fees and other sums
required to be paid to or for the account of the Liquidity Provider on or prior to the Effective
Date pursuant to the Fee Letter.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



20









 





          (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements
shall have been satisfied or waived, all conditions precedent to the effectiveness of the other
Liquidity Facilities, if any, shall have been satisfied or waived, and all conditions precedent to
the purchase of the Class A Certificates by the Underwriters under the Underwriting Agreement shall
have been satisfied (unless any of such conditions precedent under the Underwriting Agreement shall
have been waived by the Underwriters).



          (e) The Borrower and American shall have received a certificate, dated the Effective Date
signed by a duly authorized representative of the Liquidity Provider, certifying that all
conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity
Provider.



     Section 4.02 Conditions Precedent to Borrowing. The obligation of the Liquidity
Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions
precedent that the Effective Date shall have occurred and, prior to the time of such Borrowing, the
Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of
this Agreement.



ARTICLE V




COVENANTS



     Section 5.01 Affirmative Covenants of the Borrower. So long as any Advance shall
remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower
shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will,
unless the Liquidity Provider shall otherwise consent in writing:



          (a) Performance of Agreements. Subject to Sections 2.07 and 2.09, punctually pay or
cause to be paid all amounts payable by it under this Agreement and the Intercreditor Agreement and
observe and perform in all material respects the conditions, covenants and requirements applicable
to it contained in this Agreement and the Intercreditor Agreement;



          (b) Reporting Requirements. Furnish to the Liquidity Provider with reasonable
promptness, such other information and data with respect to the transactions contemplated by the
Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider;
and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower’s books and
records with respect to such transactions and to meet with officers and employees of the Borrower
to discuss such transactions; and



          (c) Certain Operative Agreements. Furnish to the Liquidity Provider, with reasonable
promptness, copies of such Operative Agreements entered into after the date hereof as from time to
time may be reasonably requested by the Liquidity Provider.



     Section 5.02 Negative Covenants of the Borrower. Subject to the first and fourth
paragraphs of Section 7.01(a) of the Intercreditor Agreement and Section 7.01(b) of the
Intercreditor Agreement, so long as any Advance shall remain unpaid or the Liquidity Provider shall
have any Maximum Commitment hereunder or the Borrower shall have any obligation to


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



21









 




pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or
suffer to be appointed any successor Borrower without the prior written consent of the Liquidity
Provider, which consent shall not be unreasonably withheld or delayed.




ARTICLE VI




LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION



     Section 6.01 Liquidity Events of Default. (a) If any Liquidity Event of Default has
occurred and is continuing and there is a Performing Note Deficiency, the Liquidity Provider may,
in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to
cause (i) this Agreement to expire at the close of business on the fifth Business Day after the
date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly
request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section
2.02(c) hereof and Section 3.05(i) of the Intercreditor Agreement, (iii) all other outstanding
Advances to be automatically converted into Final Advances for purposes of determining the
Applicable Liquidity Rate for interest payable thereon and (iv) subject to Sections 2.07 and 2.09,
all Advances, any accrued interest thereon and any other amounts outstanding hereunder to become
immediately due and payable to the Liquidity Provider.



          (b) If the aggregate Pool Balance of the Class A Certificates is greater than the aggregate
outstanding principal amount of the Series A Equipment Notes (other than any Series A Equipment
Notes previously sold by the Borrower or with respect to which the Aircraft related to such Series
A Equipment Notes has been disposed of by the Loan Trustee) at any time during the 18-month period
ending on October 15, 2021, the Liquidity Provider may, in its discretion, deliver to the Borrower
a Special Termination Notice, the effect of which shall be to cause (i) the obligation of the
Liquidity Provider to make Advances hereunder to terminate on the fifth Business Day after the date
on which such Special Termination Notice is received by the Borrower and American, (ii) the
Borrower to promptly request, and the Liquidity Provider to promptly make, a Special Termination
Advance in accordance with Section 2.02(d) hereof and Section 3.05(k) of the Intercreditor
Agreement, and (iii) subject to Sections 2.07 and 2.09, all Advances (including, without
limitation, any Provider Advance and Applied Provider Advance), to be automatically treated as
Special Termination Drawings (as defined in the Intercreditor Agreement).



ARTICLE VII




MISCELLANEOUS



     Section 7.01 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 Borrower and the Liquidity Provider and any other Person whose consent is
required pursuant to this Agreement; provided that no such change or other action shall
affect the payment obligations of American or the rights of American without American’s prior
written consent; and any waiver of the terms hereof shall be effective only in the specific
instance and for the specific purpose given.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



22









 





     Section 7.02 Notices. Unless otherwise expressly specified or permitted by the terms
hereof, all notices, requests, demands, authorizations, directions, consents, waivers or documents
required or permitted under the terms and provisions of this Agreement shall be in English and in
writing, and given by United States registered or certified mail, courier service or facsimile, and
any such notice shall be effective when delivered (or, 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) addressed as follows:


If to the Borrower, to:



U.S. BANK TRUST NATIONAL ASSOCIATION



One Federal Street, 3rd Floor



Boston, Massachusetts 02110



Attention: Corporate Trust Administration



Ref: American 2011-2A EETC

Telephone: (617) 603-6553



Telecopy: (617) 603-6683



If to the Liquidity Provider, to:



Morgan Stanley Bank, N.A.



1 Pierrepont Plaza, 7th Floor



Brooklyn, NY 11201



Attention: Lucy Dixon



Telephone: (718) 754-2712



Fax: (212) 507-6680




     Any party, by notice to the other party 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 7.02.



     Section 7.03 No Waiver; Remedies. No failure on the part of the Liquidity Provider to
exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right under this Agreement preclude any
other or further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.



     Section 7.04 Further Assurances. The Borrower agrees to do such further acts and
things and to execute and deliver to the Liquidity Provider such additional assignments,
agreements, powers and instruments as the Liquidity Provider may reasonably require or deem
advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or
to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder
and under the other Operative Agreements.



     Section 7.05 Indemnification; Survival of Certain Provisions. The Liquidity Provider
shall be indemnified hereunder to the extent and in the manner described in Section 4.02 of the


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



23









 




Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and
hold harmless each Liquidity Indemnitee from and against all Expenses of any kind or nature
whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.03, 3.09 or 7.07 or
in the Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such
Fee Letter)), that may be imposed on or incurred by such Liquidity Indemnitee, in any way relating
to, resulting from, or arising out of or in connection with, any action, suit or proceeding by any
third party against such Liquidity Indemnitee and relating to this Agreement, the Fee Letter, the
Intercreditor Agreement or any Participation Agreement; provided, however, that the
Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity
Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i)
attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any
other Liquidity Indemnitee, (ii) an ordinary and usual operating overhead expense, (iii)
attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to
perform or observe any agreement, covenant or condition on its part to be performed or observed in
this Agreement, the Intercreditor Agreement, the Fee Letter or any other Operative Agreement to
which it is a party or (iv) otherwise excluded from the indemnification provisions contained in
Section 4.02 of the Participation Agreements. The provisions of Sections 3.01, 3.03, 3.09, 7.05
and 7.07 and the indemnities contained in Section 4.02 of the Participation Agreements shall
survive the termination of this Agreement.




     Section 7.06 Liability of the Liquidity Provider. (a) Neither the Liquidity Provider
nor any of its officers, employees or directors shall be liable or responsible for: (i) the use
which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or
transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or
of any endorsement thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity
Provider against delivery of a Notice of Borrowing and other documents which do not comply with the
terms hereof; provided, however, that the Borrower shall have a claim against the
Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of
any damages suffered by the Borrower that were the result of (A) the Liquidity Provider’s willful
misconduct or gross negligence in determining whether documents presented hereunder comply with the
terms hereof or (B) any breach by the Liquidity Provider of any of the terms of this Agreement or
the Intercreditor Agreement, including, but not limited to, the Liquidity Provider’s failure to
make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing
complying with the terms and conditions hereof. In no event, however, shall the Liquidity Provider
be liable on any theory of liability for any special, indirect, consequential or punitive damages
(including, without limitation, loss of profits, business or anticipated savings).



          (b) Neither the Liquidity Provider nor any of its officers, employees or directors or
affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption
or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in
connection with this Agreement or any Notice of Borrowing delivered hereunder or (ii) any action,
inaction or omission which may be taken by it in good faith, absent willful misconduct or
negligence (in which event the extent of the Liquidity Provider’s potential liability to the
Borrower shall be limited as set forth in the immediately preceding paragraph), in connection with
this Agreement or any Notice of Borrowing.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



24









 





     Section 7.07 Certain Costs and Expenses. The Borrower agrees promptly to pay, or
cause to be paid, (a) the reasonable fees, expenses and disbursements of Pillsbury Winthrop Shaw
Pittman LLP, special counsel for the Liquidity Provider, in connection with the preparation,
negotiation, execution, delivery, filing and recording of the Operative Agreements, any waiver or
consent thereunder or any amendment thereof and (b) if a Liquidity Event of Default occurs, all
out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and
disbursements of counsel, in connection with such Liquidity Event of Default and any collection,
bankruptcy, insolvency and other enforcement proceedings in connection therewith. In addition, the
Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or
determined to be payable in the United States in connection with the execution, delivery, filing
and recording of this Agreement, any other Operative Agreement and such other documents, and agrees
to save the Liquidity Provider harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes or fees.



     Section 7.08 Binding Effect; Participations. (a) This Agreement shall be binding
upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective
successors and permitted assigns, except that neither the Liquidity Provider (except as otherwise
provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have
the right to assign, pledge or otherwise transfer its rights or obligations hereunder or any
interest herein, subject to the Liquidity Provider’s right to grant Participations pursuant to
Section 7.08(b).



          (b) The Liquidity Provider agrees that it will not grant any participation (including, without
limitation, a “risk participation”) (any such participation, a “Participation”) in or to all or a
portion of its rights and obligations hereunder or under the other Operative Agreements, unless all
of the following conditions are satisfied: (i) such Participation is made in accordance with all
applicable laws, including, without limitation, the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any other applicable laws relating to the transfer of
similar interests, (ii) such Participation shall not be made under circumstances that require
registration under the Securities Act of 1933, as amended, or qualification of any indenture under
the Trust Indenture Act of 1939, as amended and (iii) such Participation shall not be made to any
Person that is a commercial air carrier, American or any affiliate of American. Notwithstanding
any such Participation, the Liquidity Provider agrees that (1) the Liquidity Provider’s obligations
under the Operative Agreements shall remain unchanged, and such participant shall have no rights or
benefits as against American or the Borrower or under any Operative Agreement, (2) the Liquidity
Provider shall remain solely responsible to the other parties to the Operative Agreements for the
performance of such obligations, (3) the Liquidity Provider shall remain the maker of any Advances,
and the other parties to the Operative Agreements shall continue to deal solely and directly with
the Liquidity Provider in connection with the Advances and the Liquidity Provider’s rights and
obligations under the Operative Agreements, (4) the Liquidity Provider shall be solely responsible
for any withholding Taxes or any filing or reporting requirements relating to such Participation
and shall hold the Borrower and American and their respective successors, permitted assigns,
affiliates, agents and servants harmless against the same and (5) neither American nor the Borrower
shall be required to pay to the Liquidity Provider any amount under Section 3.01 or Section 3.03
greater than it would have been required to pay had there not been any grant of a Participation by
the Liquidity Provider.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



25









 




The Liquidity Provider may, in connection with any Participation or proposed Participation
pursuant to this Section 7.08(b), disclose to the participant or proposed participant any
information relating to the Operative Agreements or to the parties thereto furnished to the
Liquidity Provider thereunder or in connection therewith and permitted to be disclosed by the
Liquidity Provider; provided, however, that prior to any such disclosure, the
participant or proposed participant shall agree in writing for the express benefit of the Borrower
and American to preserve the confidentiality of any confidential information included therein
(subject to customary exceptions). The Borrower acknowledges and agrees that the Liquidity
Provider’s source of funds may derive in part from its participants. Accordingly, in determining
amounts due by the Borrower to the Liquidity Provider pursuant to Section 3.01 and Section 3.03 of
this Agreement, references in this Agreement to determinations, reserve and capital adequacy
requirements, increased costs, reduced receipts, additional amounts due pursuant to Section 3.03
and the like as they pertain to the Liquidity Provider shall be deemed also to include those of
each of its participants that are commercial banking institutions and of whose participation the
Borrower has been notified, in each case up to the maximum amount that would have been incurred by
or attributable to the Liquidity Provider directly had there not been any grant of a Participation
by the Liquidity Provider, and references to the Liquidity Provider therein and in related
definitions shall be treated as references to such participants where applicable; provided
that in any event, neither American nor the Borrower shall be required to pay any amount under
Section 3.01 or Section 3.03 greater than it would have been required to pay had there not been any
grant of a Participation by the Liquidity Provider.




          (c) The Liquidity Provider agrees that, as a condition of any Participation, the participant
shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the
Borrower) that under applicable law and treaties, no taxes will be required to be withheld with
respect to any income derived by such participant from the transactions contemplated by the
Operative Agreements, (ii) furnish to the Liquidity Provider and the Borrower two properly
completed executed originals of United States Internal Revenue Service Form W-8ECI, Form W-8BEN or
Form W-9, as appropriate, or other applicable form, certificate or document prescribed by the
Internal Revenue Service certifying, in each case, such participant’s entitlement to a complete
exemption from United States federal withholding tax for all income derived by it from the
transactions contemplated by the Operative Agreements, (iii) agree (for the benefit of the
Liquidity Provider and the Borrower) to provide each of the Liquidity Provider and the Borrower a
new Form W-8ECI, Form W-8BEN or Form W-9, as appropriate, or other applicable form, certificate or
document (A) on or before the date that any such form, certificate or document expires or becomes
obsolete or (B) after the occurrence of any event requiring a change in the most recent form,
certificate or document previously delivered by it and prior to the immediately following due date
of any payment to be made to the participant pursuant to the Operative Agreements, certifying that
such participant is entitled to a complete exemption from United States federal withholding tax for
all income derived by it from the transactions contemplated by the Operative Agreements and (iv)
agree (for the benefit of the Liquidity Provider and the Borrower) to provide such other forms or
documents as may be reasonably requested by the Borrower or required by applicable law to establish
that all income derived by it from the transactions contemplated by the Operative Agreements is
exempt from or entitled to a reduced rate of Covered Taxes. Unless the Borrower has received forms
or other documents reasonably satisfactory to it indicating that payments to be made pursuant to
the Operative


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



26









 




Agreements are not subject to United States federal withholding tax, the Borrower may withhold
taxes as required by law from such payments at the applicable statutory rate; provided
that, for the avoidance of doubt, the Liquidity Provider agrees to be the sole withholding agent
relating to any Participation. The Liquidity Provider shall provide to the Borrower such
information as the Borrower may reasonably request about the Liquidity Provider or a participant to
satisfy any reporting or other Tax obligations of the Borrower with respect to this Agreement;
provided that the Liquidity Provider shall not be required to provide any such information
(other than the names of participants, percentage of participation and copies of such participants’
withholding tax forms) which is not within its possession or which is confidential.




          (d) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may
assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the
United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of
the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank;
provided that any payment in respect of such assigned Advances made by the Borrower to the
Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower’s
obligations hereunder in respect of such assigned Advance to the extent of such payment. No such
assignment shall release the Liquidity Provider from its obligations hereunder.



     Section 7.09 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 7.10 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW
YORK AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.



     Section 7.11 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 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, (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, (iii) agrees that service of process in any such suit,
action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or
any substantially similar form of mail), postage prepaid, to each party hereto at its address set
forth in Section 7.02 hereof, or at such other address of which the Liquidity Provider shall have


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



27









 




been notified pursuant thereto and (iv) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law.




          (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR 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. The Borrower and the Liquidity Provider each
warrant and represent 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 the 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, the Liquidity Provider hereby irrevocably and
expressly waives any such immunity, and agrees not to assert any such right or claim in any such
proceeding, whether in the United States or elsewhere.



     Section 7.12 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
shall constitute one instrument.



     Section 7.13 Entirety. This Agreement and the Intercreditor Agreement constitute the
entire agreement of the parties hereto with respect to the subject matter hereof and supersede all
prior understandings and agreements of such parties.



     Section 7.14 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 7.15 Liquidity Provider’s Obligation to Make Advances. EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER,
AND THE BORROWER’S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES
HEREUNDER, SHALL BE ABSOLUTE, UNCONDITIONAL AND



Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



28









 




IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.








 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



29









 








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



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its
individual capacity but solely as Subordination
Agent, as agent and trustee for the Class A Trust, as
Borrower

 	 
	 	By:  	/s/ Alison D.B. Nadeau
 	 
	 	 	Name:  	Alison D.B. Nadeau 	 
	 	 	Title:  	Vice President 	 
	 
	 	MORGAN STANLEY BANK, N.A.,

as Liquidity Provider

 	 
	 	By:  	/s/ Sherrese Clark
 	 
	 	 	Name:  	Sherrese Clark 	 
	 	 	Title:  	Authorized Signatory 	 
	 



Signature Page







 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



 









 








ANNEX I to

REVOLVING CREDIT AGREEMENT




FORM OF INTEREST ADVANCE NOTICE OF BORROWING




INTEREST ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to MORGAN STANLEY BANK, N.A. (the “Liquidity Provider”), with reference to the
Revolving Credit Agreement (2011-2A), dated as of October 4, 2011, between the Borrower and the
Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined
herein being used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest
Advance by the Liquidity Provider to be used for the payment of the interest on the Class A
Certificates which is payable on __________, ____ (the “Distribution Date”) in accordance
with the terms and provisions of the Class A Trust Agreement and the Class A Certificates,
which Advance is requested to be made on __________, ___. The Interest Advance should be
remitted to [insert wire and account details].




     (3) The amount of the Interest Advance requested hereby (i) is $___________, to be
applied in respect of the payment of the interest which is due and payable on the Class A
Certificates on the Distribution Date, (ii) does not include any amount with respect to the
payment of principal of, or premium on, the Class A Certificates, or principal of, or
interest or premium on the Class B Certificates, if issued, or the Additional Certificates,
if issued, (iii) was computed in accordance with the provisions of the Class A Certificates,
the Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is
attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the
date hereof and (v) has not been and is not the subject of a prior or contemporaneous Notice
of Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will apply the same in accordance with the terms of Section 3.05(b) of the
Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for
any other purpose and (c) no portion of such amount until so applied shall be commingled
with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the
Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to
reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available
Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as
set forth in clause (i) of paragraph (3) of this Notice of


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



 









 



Borrowing and such reduction shall automatically result in corresponding reductions in the
amounts available to be borrowed pursuant to a subsequent Advance.



     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of __________, ___.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	  	 
	 	 	Title:  	 	 


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



I-2









 






	 	 	 	 	 



SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING




[Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing]


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



I-3









 





ANNEX II to

REVOLVING CREDIT AGREEMENT




FORM OF NON-EXTENSION ADVANCE NOTICE OF BORROWING 




NON-EXTENSION ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned subordination agent (the
“Borrower”), hereby certifies to MORGAN STANLEY BANK, N.A. (the “Liquidity Provider”), with
reference to the Revolving Credit Agreement (2011-2A), dated as of October 4, 2011, between the
Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:



     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.



     (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension
Advance by the Liquidity Provider to be used for the funding of the Class A Cash Collateral Account
in accordance with Section 3.05(d) of the Intercreditor Agreement, which Advance is requested to be
made on __________, ___. The Non-Extension Advance should be remitted to [insert wire and account
details].



     (3) The amount of the Non-Extension Advance requested hereby (i) is $____________, which
equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the
funding of the Class A Cash Collateral Account in accordance with Sections 3.05(d) and 3.05(f) of
the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the
principal of, or premium on, the Class A Certificates, or principal of, or interest or premium on,
the Class B Certificates, if issued, or the Additional Certificates, if issued, (iii) was computed
in accordance with the provisions of the Class A Certificates, the Liquidity Agreement, the Class A
Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as
Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of
Borrowing under the Liquidity Agreement.



     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the
Borrower will deposit such amount in the Class A Cash Collateral Account and apply the same in
accordance with the terms of Sections 3.05(d) and 3.05(f) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of
such amount until so applied shall be commingled with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and
irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the
Liquidity Agreement and (B) following the making by the Liquidity Provider of the Non-Extension
Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any
further Advances under the Liquidity Agreement.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



 









 





     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of ____________, ___.





	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



II-2









 






	 	 	 	 	 



SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING




[Insert Copy of computations in accordance with Non-Extension Advance Notice of Borrowing]


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



II-3









 





ANNEX III to

REVOLVING CREDIT AGREEMENT




FORM OF DOWNGRADE ADVANCE NOTICE OF BORROWING 




DOWNGRADE ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned subordination agent (the
“Borrower”), hereby certifies to MORGAN STANLEY BANK, N.A. (the “Liquidity Provider”), with
reference to the Revolving Credit Agreement (2011-2A), dated as of October 4, 2011, between the
Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced), that:



     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.



     (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade
Advance by the Liquidity Provider to be used for the funding of the Class A Cash Collateral Account
in accordance with Section 3.05(c) of the Intercreditor Agreement by reason of the downgrading of
the Short-Term Rating, or, if the Liquidity Provider does not have a Short-Term Rating from the
applicable Rating Agency, the Long-Term Rating, of the Liquidity Provider issued by such Rating
Agency below the applicable Threshold Rating, which Advance is requested to be made on __________,
___. The Downgrade Advance should be remitted to [insert wire and account details].



     (3) The amount of the Downgrade Advance requested hereby (i) is $____________, which equals
the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding
of the Class A Cash Collateral Account in accordance with Sections 3.05(c) and 3.05(f) of the
Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the
principal of, or premium on, the Class A Certificates, or principal of, or interest or premium on,
the Class B Certificates, if issued, or the Additional Certificates, if issued, (iii) was computed
in accordance with the provisions of the Class A Certificates, the Class A Trust Agreement and the
Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I) and (iv) has
not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the
Liquidity Agreement.



     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the
Borrower will deposit such amount in the Class A Cash Collateral Account and apply the same in
accordance with the terms of Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of
such amount until so applied shall be commingled with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably
terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity
Agreement and (B) following the making by the Liquidity Provider of the


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



 









 




Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to
request any further Advances under the Liquidity Agreement.




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of ____________, ___.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



III-2









 






	 	 	 	 	 



SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING




[Insert Copy of computations in accordance with Downgrade Advance Notice of Borrowing]


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



III-3









 





ANNEX IV to

REVOLVING CREDIT AGREEMENT




FORM OF FINAL ADVANCE NOTICE OF BORROWING




FINAL ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to MORGAN STANLEY BANK, N.A. (the “Liquidity Provider”), with reference to the
Revolving Credit Agreement (2011-2A), dated as of October 4, 2011, between the Borrower and the
Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined
herein being used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the Final
Advance by the Liquidity Provider to be used for the funding of the Class A Cash Collateral
Account in accordance with Section 3.05(i) of the Intercreditor Agreement by reason of the
receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to
the Liquidity Agreement, which Advance is requested to be made on __________, ___. The
Final Advance should be remitted to [insert wire and account details].




     (3) The amount of the Final Advance requested hereby (i) is $____________, which equals
the Maximum Available Commitment on the date hereof and is to be applied in respect of the
funding of the Class A Cash Collateral Account in accordance with Sections 3.05(f) and
3.05(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the
payment of principal of, or premium on, the Class A Certificates, or principal of, or
interest or premium on, the Class B Certificates, if issued, or the Additional Certificates,
if issued, (iii) was computed in accordance with the provisions of the Class A Certificates,
the Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is
attached hereto as Schedule I) and (iv) has not been and is not the subject of a prior or
contemporaneous Notice of Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will deposit such amount in the Class A Cash Collateral Account and apply the
same in accordance with the terms of Sections 3.05(f) and 3.05(i) of the Intercreditor
Agreement, (b) no portion of such amount shall be applied by the Borrower for any other
purpose and (c) no portion of such amount until so applied shall be commingled with other
funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Final Advance as requested by this Notice of Borrowing shall automatically and irrevocably
terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity
Agreement and (B) following the making by the Liquidity Provider of the Final


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



 









 




Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request
any further Advances under the Liquidity Agreement.




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of ___________, __.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




			
	[* Bracketed language may be included at Borrower’s option.]



 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



IV-2









 










SCHEDULE 1 TO FINAL ADVANCE NOTICE OF BORROWING




[Insert Copy of Computations in accordance with Final Advance Notice of Borrowing]


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



IV-3









 





ANNEX V to

REVOLVING CREDIT AGREEMENT




FORM OF SPECIAL TERMINATION

ADVANCE NOTICE OF BORROWING




SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to MORGAN STANLEY BANK, N.A. (the “Liquidity Provider”), with reference to the
Revolving Credit Agreement (2011-2A), dated as of October 4, 2011, between the Borrower and the
Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined
herein being used herein as therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the Special
Termination Advance by the Liquidity Provider to be used for the funding of the Class A Cash
Collateral Account in accordance with Section 3.05(k) of the Intercreditor Agreement by
reason of the receipt by the Borrower of a Special Termination Notice from the Liquidity
Provider with respect to the Liquidity Agreement, which Advance is requested to be made on
______________.




     (3) The amount of the Special Termination Advance requested hereby (i) is
$_____________, which equals the Maximum Available Commitment on the date hereof and is to
be applied in respect of the funding of the Class A Cash Collateral Account in accordance
with Section 3.05(k) of the Intercreditor Agreement, (ii) does not include any amount with
respect to the payment of principal of, or premium on, the Class A Certificates, or
principal of, or interest or premium on, the Class B Certificates, if issued, or the
Additional Certificates, if issued, (iii) was computed in accordance with the provisions of
the Class A Certificates, the Class A Trust Agreement and the Intercreditor Agreement (a
copy of which computation is attached hereto as Schedule I) and (iv) has not been and is not
the subject of a prior or contemporaneous Notice of Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower shall deposit such amount in the Class A Cash Collateral Account and apply the
same in accordance with the terms of Section 3.05(f) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds held by the
Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Special Termination Advance as requested by this Notice of Borrowing shall automatically and
irrevocably terminate the obligation of the Primary Liquidity Provider to make further Advances
under the Liquidity Agreement; and (B) following the making by the Liquidity


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



 









 




Provider of the Special Termination Advance requested by this Notice of Borrowing, the
Borrower shall not be entitled to request any further Advances under the Liquidity Agreement.




     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of ___________, __.



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



V-2









 






	 	 	 	 	 



SCHEDULE 1 TO SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING




[Insert Copy of Computations in accordance with Special Termination Advance Notice of Borrowing]


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



V-3









 





ANNEX VI to

REVOLVING CREDIT AGREEMENT




FORM OF NOTICE OF TERMINATION




NOTICE OF TERMINATION



[Date]          




U.S. Bank Trust National Association,

          as Subordination Agent,

          as Borrower

225 Asylum Street

Goodwin Square

Hartford, Connecticut 06103

Attention: Corporate Trust Division




	 	 	 

	Re:

	 	Revolving Credit Agreement, dated as of October 4, 2011, between U.S. Bank Trust National Association,
as Subordination Agent, as agent and trustee for the American Airlines Pass Through Trust 2011-2A, as
Borrower, and Morgan Stanley Bank, N.A. (the “Liquidity Agreement”)





Ladies and Gentlemen:




     You are hereby notified that pursuant to Section 6.01(a) of the Liquidity Agreement, by reason
of the occurrence and continuance of a Liquidity Event of Default and the existence of a Performing
Note Deficiency (each as defined in the Liquidity Agreement), we are giving this notice to you in
order to cause (i) our obligations to make Advances (as defined in the Liquidity Agreement) under
such Liquidity Agreement to terminate at the close of business on the fifth Business Day after the
date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity
Agreement pursuant to Section 2.02(c) of the Liquidity Agreement and Section 3.05(i) of the
Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of
this notice.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



 









 





     THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR
OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE AT THE CLOSE OF BUSINESS
ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.



	 	 	 	 	 
	 	Very truly yours,




MORGAN STANLEY BANK, N.A.,

as Liquidity Provider

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 

	cc:

	 	U.S. Bank Trust National Association, as Class A Trustee

American Airlines, Inc.





 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



VI-2









 






ANNEX VII to

REVOLVING CREDIT AGREEMENT




FORM OF NOTICE OF SPECIAL TERMINATION




NOTICE OF SPECIAL TERMINATION



[Date]



U.S. Bank Trust National Association,

        as Subordination Agent,

        as Borrower

225 Asylum Street

Goodwin Square

Hartford, Connecticut 06103

Attention: Corporate Trust Division



	 	 	 

	Re:

	 	Revolving Credit Agreement, dated as of October 4,
2011, between U.S. Bank Trust National Association, as
Subordination Agent, as agent and trustee for the
American Airlines Pass Through Trust 2011-2A, as
Borrower, and Morgan Stanley Bank, N.A. (the
“Liquidity Agreement”)





Ladies and Gentlemen:




     You are hereby notified that pursuant to Section 6.01(b) of the Liquidity Agreement, by reason
of the aggregate Pool Balance of the Class A Certificates exceeding the aggregate outstanding
principal amount of the Series A Equipment Notes (other than any Series A Equipment Notes
previously sold or with respect to which the Aircraft related to such Series A Equipment Notes has
been disposed of) during the 18-month period prior to October 15, 2021, we are giving this notice
to you in order to cause (i) our obligations to make Advances (as defined in the Liquidity
Agreement) under such Liquidity Agreement to terminate on the fifth Business Day after the date on
which you receive this notice and (ii) you to request a Special Termination Advance under the
Liquidity Agreement pursuant to Section 2.02(d) of the Liquidity Agreement and Section 3.05(k) of
the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your
receipt of this notice.


 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



 









 





     THIS NOTICE IS THE “NOTICE OF SPECIAL TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT.
OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE AT THE CLOSE OF
BUSINESS ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.



	 	 	 	 	 
	 	Very truly yours,





MORGAN STANLEY BANK, N.A.,

as Liquidity Provider

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 

	cc:

	 	U.S. Bank Trust National Association, as Class A Trustee


American Airlines, Inc.





 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



VII-2









 






ANNEX VIII to

REVOLVING CREDIT AGREEMENT




FORM OF NOTICE OF REPLACEMENT SUBORDINATION AGENT




NOTICE OF REPLACEMENT SUBORDINATION AGENT



[Date]




Attention:




	 	 	 

	Re:

	 	Revolving Credit Agreement, dated as of October 4, 2011, between
U.S. Bank Trust National Association, as Subordination Agent, as
agent and trustee for the American Airlines Pass Through Trust
2011-2A, as Borrower, and Morgan Stanley Bank, N.A. (the “Liquidity
Agreement”)





Ladies and Gentlemen:




     For value received, the undersigned beneficiary hereby irrevocably transfers to:



[Name of Transferee]




[Address of Transferee]



all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to
above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor
Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of
Section 7.01 of the Intercreditor Agreement.




     By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are
transferred to the transferee and the transferee shall hereafter have the sole rights and
obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such
transfer, including, but not limited to, transfer taxes or governmental charges.



     This transfer shall be effective as of [specify time and date].



	 	 	 	 	 
	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



 Revolving Credit Agreement (Class A)

(American Airlines 2011-2 Aircraft EETC)



VIII-1