EX-4.2



 Exhibit 4.2 

Execution Version 

TRUST SUPPLEMENT NO. 2016-2B 

Dated as of July 8, 2016 

between 
 AMERICAN AIRLINES, INC.,

 and 
 WILMINGTON TRUST
COMPANY, 
 as Trustee, 
 to

 PASS THROUGH TRUST AGREEMENT 

Dated as of September 16, 2014 

American Airlines Pass Through Trust 2016-2B 

American Airlines Pass Through Certificates, Series 2016-2B 

Trust Supplement No. 2016-2B 

American Airlines Aircraft EETC 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 ARTICLE I DEFINITIONS
	  	 	3	  
	 Section 1.01
	 	 Definitions
	  	 	3	  
		
	 ARTICLE II DECLARATION OF TRUST
	  	 	12	  
	 Section 2.01
	 	 Declaration of Trust
	  	 	12	  
	 Section 2.02
	 	 Permitted Activities
	  	 	12	  
		
	 ARTICLE III THE CERTIFICATES
	  	 	12	  
	 Section 3.01
	 	 The Certificates
	  	 	12	  
	 Section 3.02
	 	 Terms and Conditions
	  	 	12	  
		
	 ARTICLE IV ISSUANCE AND TRANSFER OF THE CLASS B CERTIFICATES
	  	 	14	  
	 Section 4.01
	 	 Issuance of Class B Certificates
	  	 	14	  
	 Section 4.02
	 	 Legends
	  	 	15	  
	 Section 4.03
	 	 Book-Entry Provisions for Global Certificates
	  	 	18	  
	 Section 4.04
	 	 Special Transfer Provisions
	  	 	19	  
	 Section 4.05
	 	 Transfer and Exchange
	  	 	20	  
		
	 ARTICLE V DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS
	  	 	22	  
	 Section 5.01
	 	 Statements to Certificateholders
	  	 	22	  
		
	 ARTICLE VI DEFAULT
	  	 	24	  
	 Section 6.01
	 	 Purchase Rights of Certificateholders
	  	 	24	  
		
	 ARTICLE VII THE TRUSTEE
	  	 	26	  
	 Section 7.01
	 	 Delivery of Documents; Delivery Date
	  	 	26	  
	 Section 7.02
	 	 Withdrawal of Deposits
	  	 	28	  
	 Section 7.03
	 	 The Trustee
	  	 	28	  
	 Section 7.04
	 	 Representations and Warranties of the Trustee
	  	 	29	  
	 Section 7.05
	 	 Trustee Liens
	  	 	30	  
		
	 ARTICLE VIII ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS
	  	 	30	  
	 Section 8.01
	 	 Amendment of Section 5.02 of the Basic Agreement
	  	 	30	  
	 Section 8.02
	 	 Supplemental Agreements Without Consent of Class B Certificateholders
	  	 	30	  
	 Section 8.03
	 	 Supplemental Agreements with Consent of Class B Certificateholders
	  	 	31	  
	 Section 8.04
	 	 Consent of Holders of Certificates Issued under Other Trusts
	  	 	31	  
	 Section 8.05
	 	 Amendment of Section 3.04 of the Basic Agreement
	  	 	32	  
		
	 ARTICLE IX MISCELLANEOUS PROVISIONS
	  	 	32	  
	 Section 9.01
	 	 Final Termination Date
	  	 	32	  
	 Section 9.02
	 	 Basic Agreement Ratified
	  	 	32	  
	 Section 9.03
	 	 Governing Law
	  	 	32	  


  

					
		 	i	 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC










							
	 Section 9.04
	 	 Counterparts
	  	 	32	  
	 Section 9.05
	 	 Intention of Parties
	  	 	32	  
	 Section 9.06
	 	 Submission to Jurisdiction
	  	 	33	  

  

					
	 EXHIBITS
	 		  	
			
	 Exhibit A
	 	-  	  	 Form of Certificate

	 Exhibit B
	 	-  	  	 DTC Letter of Representations



  

					
		 	ii	 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 TRUST SUPPLEMENT NO. 2016-2B 

This TRUST SUPPLEMENT NO. 2016-2B, dated as of July 8, 2016 (as amended from time to time, the “Trust Supplement”),
between AMERICAN AIRLINES, INC., a Delaware corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “American”) and WILMINGTON TRUST COMPANY, a
Delaware trust company, not in its individual capacity but solely as trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass
Through Trust Agreement, dated as of September 16, 2014, between the Company and Wilmington Trust Company, a Delaware trust company (the “Basic Agreement”). 

W I T N E S S E T H: 

WHEREAS, the Basic Agreement, which is unlimited as to the aggregate face amount of Certificates that may be issued and authenticated
thereunder, has heretofore been executed and delivered; 
 WHEREAS, the Company is the owner of, and has financed the fourteen aircraft
designated as “Funded Aircraft” in Schedule I to the NPA (the “Funded Aircraft” and each, a “Funded Aircraft”); 

WHEREAS, the Company owns the one aircraft designated as an “Owned Aircraft” in Schedule I to the NPA (the “Owned
Aircraft” and each, an “Owned Aircraft”) and has obtained commitments from a Manufacturer pursuant to an Aircraft Purchase Agreement for the delivery scheduled on or prior to December 15, 2016 of the seven aircraft
designated as “New Delivery Aircraft” in Schedule I to the NPA (together with any aircraft substituted therefor in accordance with the applicable Aircraft Purchase Agreement and the NPA prior to the delivery thereof, the “New
Delivery Aircraft” and each, a “New Delivery Aircraft” and, together with the Owned Aircraft, the “Pre-Funded Aircraft” and each, a “Pre-Funded Aircraft”, and the Funded Aircraft together
with the Pre-Funded Aircraft, the “Aircraft” and each, an “Aircraft”) and the Company wishes to finance pursuant to the NPA a portion of the purchase price of each Pre-Funded Aircraft; 

WHEREAS, American has issued the Class AA Certificates and the Class A Certificates on May 16, 2016 in order to finance the Aircraft
pursuant to the Original NPA; 
 WHEREAS, American has issued a Series AA Equipment Note and a Series A Equipment Note related to each
Funded Aircraft and American wishes to issue a Series B Equipment Note pursuant to the Indenture related to each such Funded Aircraft (as amended by the Indenture Amendment relating to such Indenture); 

WHEREAS, pursuant to the Indenture with respect to each Pre-Funded Aircraft, American will issue on a recourse basis a Series AA Equipment
Note, a Series A Equipment Note and a Series B Equipment Note, in each case, secured by, among other things, such Pre-Funded Aircraft; 

  

					
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 WHEREAS, the Trustee shall hereby declare the creation of the Class B Trust (as defined below)
for the benefit of Holders of the Class B Certificates (as defined below) to be issued in respect of such Class B Trust, and the initial Holders of the Class B Certificates, as grantors of such Class B Trust, by their respective acceptances of the
Class B Certificates, shall join in the creation of the Class B Trust with the Trustee; 
 WHEREAS, all Certificates to be issued by the
Class B Trust will evidence Fractional Undivided Interests in the Class B Trust and will have no rights, benefits or interests in respect of any other separate Trust or the property held therein; 

WHEREAS, pursuant to the terms and conditions of the Basic Agreement as supplemented by this Trust Supplement, and the Participation Agreement
Amendments relating to the Funded Aircraft, the Trustee on behalf of the Class B Trust shall on the date hereof purchase the Series B Equipment Notes relating to the Funded Aircraft issued by the Company pursuant to the Indentures relating to the
Funded Aircraft (as each such Indenture is amended by the Indenture Amendment relating to such Indenture) having the identical interest rate as, and final maturity dates not later than the final expected Regular Distribution Date of, the Class B
Certificates issued hereunder and shall hold such Series B Equipment Notes relating to the Funded Aircraft in trust for the benefit of the Class B Certificateholders; 

WHEREAS, the Escrow Agent and the Initial Purchaser have contemporaneously herewith entered into an Escrow Agreement with the Escrow Paying
Agent pursuant to which the Initial Purchaser will deliver to the Escrow Agent a portion of the proceeds from the sale of the Class B Certificates, and have irrevocably instructed the Escrow Agent to withdraw and pay funds from such proceeds upon
request and proper certification by the Trustee to purchase Series B Equipment Notes relating to the Pre-Funded Aircraft from time to time prior to the Delivery Period Termination Date; 

WHEREAS, the Escrow Agent on behalf of the Class B Certificateholders has contemporaneously herewith entered into a Deposit Agreement with the
Depositary under which the Deposits referred to therein will be made and from which Deposits it will withdraw funds to allow the Trustee to purchase Series B Equipment Notes relating to the Pre-Funded Aircraft from time to time prior to the Delivery
Period Termination Date; 
 WHEREAS, pursuant to the terms and conditions of the Basic Agreement, as supplemented by this Trust Supplement,
the NPA and the Participation Agreements relating to the Pre-Funded Aircraft, the Trustee on behalf of the Class B Trust shall from time to time purchase the Series B Equipment Notes relating to the Pre-Funded Aircraft issued by the Company pursuant
to the Indentures relating to the Pre-Funded Aircraft having the identical interest rate as, and final maturity dates not later than the final expected Regular Distribution Date of, the Class B Certificates issued hereunder and shall hold such
Series B Equipment Notes relating to the Pre-Funded Aircraft in trust for the benefit of the Class B Certificateholders; 
 WHEREAS,
pursuant to the terms and conditions of the Intercreditor Agreement referred to in Section 3.02(i) hereof, the Trustee and the other parties thereto will agree to the terms of subordination set forth therein; 

  

					
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 WHEREAS, all of the conditions and requirements necessary to make this Trust Supplement, when
duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Trust Supplement in the form and
with the terms hereof have been in all respects duly authorized; 
 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. Unless otherwise specified herein or the context otherwise requires, capitalized terms used but
not defined herein, including in the recitals hereto, shall have the respective meanings set forth, and shall be construed and interpreted in the manner described, in the Basic Agreement. As used herein, the term “Agreement” shall
mean the Basic Agreement, as supplemented by this Trust Supplement. For all purposes of the Basic Agreement as supplemented by this Trust Supplement, the following capitalized terms have the following meanings (any term used herein which is defined
in both this Trust Supplement and the Basic Agreement shall have the meaning assigned thereto in this Trust Supplement for purposes of the Basic Agreement as supplemented by this Trust Supplement). 

Accounts: Has the meaning specified in the Deposit Agreement. 

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

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

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

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

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

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

Affiliate: Has the meaning specified in the Intercreditor Agreement. 

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

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

  

					
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 Aircraft Purchase Agreement: Has the meaning specified in the NPA. 

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

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

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

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

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

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

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

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

Certificate Purchase Agreement: Means the Purchase Agreement, dated as of June 27, 2016, between the Initial
Purchaser and American, relating to the purchase of the Class B Certificates by the Initial Purchaser, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. 

Certificateholder: Means, with respect to any Class of Certificates, the Person in whose name a Certificate is
registered in the Register for the Certificates of such Class. 
 Class: Has the meaning specified in the
Intercreditor Agreement. 
 Class AA Certificateholder: Has the meaning specified in the Intercreditor Agreement. 

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

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

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

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

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

  

					
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 Class A Certificateholder: Has the meaning specified in the
Intercreditor Agreement. 
 Class A Certificates: Has the meaning specified in the Intercreditor Agreement. 

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  

					
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 Depositary: Means, subject to Section 5 of the NPA, Citibank, N.A.

 Deposits: Has the meaning specified in the Deposit Agreement. 

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

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

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

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

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

Escrow Agent: Means, initially, Wilmington Trust, National Association, a national banking association, and any
replacement or successor therefor appointed in accordance with the Escrow Agreement. 
 Escrow Agreement: Means the
Escrow and Paying Agent Agreement (Class B), dated as of the date hereof, relating to the Class B Certificates, among the Escrow Agent, the Escrow Paying Agent, the Trustee and the Initial Purchaser, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms. 
 Escrow Paying Agent: Means the “Paying
Agent” as defined in the Escrow Agreement. 
 Escrow Period Termination Date: Has the meaning specified in
Section 5.01(c)(i) of this Trust Supplement. 
 Escrow Receipt: Means a receipt substantially in the form
annexed to the Escrow Agreement representing a fractional undivided interest in the funds held in escrow thereunder. 

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

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

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

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

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

  

					
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 Funded Aircraft: Has the meaning specified in the preamble to this Trust
Supplement. 
 Funding Date: Has the meaning specified in the NPA. 

Funding Notice: Has the meaning specified in the NPA. 

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

Holder: Means a Certificateholder. 

Indenture: Has the meaning specified in the Intercreditor Agreement. 

Indenture Amendment: Means, with respect to an Indenture relating to a Funded Aircraft, the First Amendment thereto,
dated as of the date hereof, between the Company and the Loan Trustee. 
 Indirect Participants: Has the meaning
specified in Section 4.01(b) of this Trust Supplement. 
 Initial Purchaser: Means Citigroup Global
Markets Inc. 
 Intercreditor Agreement: Has the meaning specified in Section 3.02(i) of this Trust
Supplement. 
 Investment Grade Rating: Means a rating in one of the four highest categories assigned to long-term
debt or in an equivalent short-term category (within either of which there may be sub-categories or gradations indicating relative standing) by at least one nationally recognized statistical rating organization that is not an affiliated Person of
American or the Class B Trust or of any Person involved in the organization or operation of American or the Class B Trust. 

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

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

Loan Trustee: Means, with respect to any Indenture, the bank, trust company or other financial institution designated as
loan trustee thereunder, and any successor to such loan trustee. 
 Manufacturer: Has the meaning specified in the
NPA. 
 Note Documents: Means, collectively, the Participation Agreements, the Indentures, each Indenture Supplement
(as defined in any Indenture), each Manufacturer’s Consent (as defined in any Indenture) and the Equipment Notes. 

  

					
		 	7	 	Trust Supplement No. 2016-2B
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 Notice of Purchase Withdrawal: Has the meaning specified in the Deposit
Agreement. 
 NPA: Means the Original NPA, as amended and restated by the Amended and Restated Note Purchase
Agreement, dated as of the date hereof, among the Trustee, the Class AA Trustee, the Class A Trustee, the Company, the Escrow Agent, the Escrow Paying Agent and the Subordination Agent, providing for, among other things, the purchase of Series
B Equipment Notes relating to the Pre-Funded Aircraft by the Trustee on behalf of the Class B Trust, as the same may be further amended, supplemented or otherwise modified from time to time, in accordance with its terms. 

Offering Memorandum: Means the final offering memorandum, dated June 27, 2016, relating to the offering of the
Class B Certificates. 
 Officer’s Certificate: Means a certificate signed, (a) in the case of the Company
or the Parent, by the Chairman or Vice Chairman of the Board of Directors, the President, any Executive Vice President, any Senior Vice President, any Vice President, Treasurer or Assistant Treasurer of the Company or the Parent, as the case may be,
or (b) in the case of the Trustee or the Loan Trustee, a Responsible Officer of the Trustee or such Loan Trustee, as the case may be. 

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

Original NPA: Means the Note Purchase Agreement, dated as of May 16, 2016, among American, the Class AA Trustee,
the Class A Trustee, the Subordination Agent, and the escrow agent and the escrow paying agent relating to the Class AA Certificates and the Class A Certificates. 

Other Agreements: Means (i) the Class AA Trust Agreement, (ii) the Class A Trust Agreement,
(iii) the Basic Agreement as supplemented by a Trust Supplement (as defined in the Basic Agreement) relating to any Additional Trust and (iv) the Basic Agreement as supplemented by a Trust Supplement (as defined in the Basic Agreement)
relating to any Refinancing Trust. 
 Other Trusts: Means the Class AA Trust, the Class A Trust, any Additional
Trust or Trusts, or any Refinancing Trust or Trusts, in each case created by the applicable Other Agreement. 

Parent: Means American Airlines Group Inc., a Delaware corporation and parent of American (together with its successors
and assigns). 
 Participation Agreement: Has the meaning specified in the Intercreditor Agreement. 

Participation Agreement Amendment: Means, with respect to a Participation Agreement relating to a Funded Aircraft, the
First Amendment thereto, dated as of the date hereof, among the initial parties to such Participation Agreement and the Trustee. 

  

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

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

Plan: Means a retirement plan or other employee benefit plan or arrangement, including for this purpose an individual
retirement account, annuity or Keogh plan, that is subject to Title I of ERISA or Section 4975 of the Code, or such a plan or arrangement which is a foreign, church or governmental plan or arrangement exempt from Title I of ERISA and
Section 4975 of the Code but subject to a Similar Law. 
 Pool Balance: Means, as of any date, (i) the
original aggregate face amount of the Class B Certificates less (ii) the aggregate amount of all distributions made as of such date in respect of the Class B Certificates or in respect of Deposits other than distributions made in respect of
interest or Premium or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any date shall be computed after giving effect to any distribution with respect to unused Deposits, the payment of principal, if
any, of the Series B Equipment Notes or payment with respect to other Trust Property and the distribution thereof to be made on such date. 

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

Pre-Funded Aircraft: Has the meaning specified in the preamble to this Trust Supplement. 

Premium: Has the meaning specified in the Intercreditor Agreement. 

QIB: Has the meaning specified in Section 4.04(a) of this Trust Supplement. 

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

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

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

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

  

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

Register: Has the meaning specified in Section 4.05 of this Trust Supplement. 

Registrar: Has the meaning specified in Section 4.05 of this Trust Supplement. 

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

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

Replacement Depositary: Has the meaning specified in the NPA. 

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

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

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

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

Restricted Legend: Has the meaning specified in Section 4.02 of this Trust Supplement. 

Rule 144A: Has the meaning specified in Section 4.01(b) of this Trust Supplement. 

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

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

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

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

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

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

  

					
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 Special Distribution Date: Means, with respect to the Class B
Certificates, each date on which a Special Payment is to be distributed as specified in this Agreement. 
 Special
Payment: Means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or the Collateral (as defined in any Indenture). 

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

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

Transfer: Has the meaning specified in Section 4.04 of this Trust Supplement. 

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

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

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

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

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

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

  

					
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 ARTICLE II 

DECLARATION OF TRUST 

Section 2.01 Declaration of Trust. The Trustee hereby declares the creation of a Trust, designated the “American Airlines
Pass Through Trust 2016-2B” (the “Class B Trust”), for the benefit of the Holders of the Class B Certificates to be issued in respect of such Class B Trust, and the initial Holders of the Class B Certificates, as grantors of
such Class B Trust, by their respective acceptances of the Class B Certificates, join in the creation of such Class B Trust with the Trustee. The Trustee, by the execution and delivery of this Trust Supplement, acknowledges its acceptance of all
right, title and interest in and to the Trust Property to be acquired pursuant to Section 7.01(b) of this Trust Supplement, and, as the case may be, the Participation Agreement Amendments with respect to the Funded Aircraft or the NPA
and the Participation Agreements with respect to the Pre-Funded Aircraft and the Trustee will hold such right, title and interest for the benefit of all present and future Holders of the Class B Certificates, upon the trusts set forth in the Basic
Agreement and this Trust Supplement. The provisions of this Section 2.01 supersede and replace the provisions of Section 2.03 of the Basic Agreement with respect to the Class B Trust. 

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

THE CERTIFICATES 

Section 3.01 The Certificates. There is hereby created a series of Certificates to be issued under this Agreement designated as
“American Airlines Pass Through Certificates, Series 2016-2B” (the “Class B Certificates”). Each Class B Certificate represents a Fractional Undivided Interest in the Class B Trust created hereby. The Class B Certificates
shall be the only instruments evidencing a Fractional Undivided Interest in the Class B Trust. The Class B Certificates do not represent indebtedness of the Class B Trust, and references herein to interest accruing on the Class B Certificates are
included for purposes of computation only. 
 Section 3.02 Terms and Conditions. The terms and conditions applicable to the
Class B Certificates and the Class B Trust are as follows: 
 (a) The aggregate face amount of the Class B Certificates that may be
authenticated and delivered under this Agreement (except for Class B Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Class B Certificates pursuant to Sections 3.03, 3.05 and 3.06 of
the Basic Agreement and Sections 4.03, 4.04 and 4.05 of this Trust Supplement) is $226,949,000. 
 (b) The Cut-off Date
(the “Cut-off Date”) is the earlier of (i) the day after the Delivery Period Termination Date, and (ii) the date on which a Triggering Event occurs. 

  

					
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 (c) The distribution dates with respect to any payment of Scheduled Payments (each such
distribution date, a “Regular Distribution Date”) shall be each June 15 and each December 15, commencing on December 15, 2016, until payment of all of the Scheduled Payments to be made under the Equipment Notes has
been made; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest. 

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

(f) The Class B Certificates shall be in the form attached hereto as Exhibit A, shall be Book-Entry Certificates (subject to
Section 3.05(d) of the Basic Agreement and Section 4.03 of this Trust Supplement), and shall be subject to the conditions set forth in the Letter of Representations between the Class B Trust and The Depository Trust Company and any
successor agency thereto (“DTC”), as initial Clearing Agency, attached hereto as Exhibit B. 
 (g) (i) $162,996,000 of
the proceeds of the offering of Class B Certificates issued by the Class B Trust shall be used by the Trustee in accordance with the Participation Agreement Amendments relating to the Funded Aircraft to acquire on the date hereof the Series B
Equipment Notes described in Schedule I to the Indenture Amendment relating to each Funded Aircraft and (ii) $63,953,000 of the proceeds of the offering of Class B Certificates issued by the Class B Trust and the related Escrow Receipts shall
be deposited in the Accounts and shall be used in accordance with the Escrow Agreement, the Deposit Agreement and the NPA to acquire from time to time the Series B Equipment Notes described in Schedule III to the NPA that relate to the Pre-Funded
Aircraft and to the Note Documents relating to the Pre-Funded Aircraft described in Schedule III to the NPA. 
 (h) Any Person acquiring or
accepting a Class B Certificate or an interest therein will, by such acquisition or acceptance, be deemed to (i) represent and warrant to the Company, the Loan Trustees and the Trustee that either (A) no assets of a Plan or any trust
established with respect to a Plan have been used to purchase or hold Class B Certificates or an interest therein or (B) the purchase and holding of Class B Certificates or interests therein by such Person is exempt from the prohibited
transaction restrictions of ERISA and the Code or provisions of Similar Law pursuant to one or more prohibited transaction statutory or administrative exemptions or similar exemptions under Similar Law, and (ii) direct the Trustee to invest the
assets held in the Trust pursuant to, and take all other actions contemplated by, the terms and conditions of the Basic Agreement, this Trust Supplement, the Intercreditor Agreement, the Deposit Agreement, the Escrow Agreement, the NPA, each
Participation Agreement Amendment and each Participation Agreement. 

  

					
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 (i) The Class B Certificates will be subject to the following Intercreditor Agreement (and to the
extent the terms thereof (including the definitions of defined terms) are inconsistent with the terms of this Agreement, such Intercreditor Agreement shall control): that certain Amended and Restated Intercreditor Agreement (2016-2), dated as of the
date hereof, among Wilmington Trust Company, as Trustee, Class AA Trustee and Class A Trustee, KfW IPEX-Bank GmbH, as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust Company, as
Subordination Agent thereunder (as may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Intercreditor Agreement”). Upon the occurrence of a Certificate Buy-Out Event, the
holders of the Class A Certificates, Class B Certificates and Additional Certificates (if any) shall have the rights set forth in Article VI hereof. The Trustee and, by acceptance of any Class B Certificate, each Certificateholder
thereof, agrees to be bound by all of the provisions of the Intercreditor Agreement, including the subordination provisions of Section 9.09 thereof. 

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

(k) The Class B Certificates will have the benefit of the following liquidity facility: that certain Revolving Credit Agreement (2016-2B),
dated as of the date hereof, between Wilmington Trust Company, as Subordination Agent under the Intercreditor Agreement, as agent and trustee for the Class B Trust, and the Class B Liquidity Provider. 

(l) The Responsible Party is the Company. 

(m) The Parent will not initially guarantee the obligations of the Company under any Series B Equipment Notes to be acquired by the Class B
Trust. 
 (n) The Company, the Parent, any other obligor upon the Class B Certificates, and any Affiliate of any thereof may acquire, tender
for, purchase, own, hold, become the pledgee of and otherwise deal with any Class B Certificate. 
 ARTICLE IV 

ISSUANCE AND TRANSFER OF THE CLASS B CERTIFICATES 

Section 4.01 Issuance of Class B Certificates. (a) The Class B Certificates will be issued in minimum denominations of $2,000
(or such other denomination that is the lowest integral multiple of $1,000 that is, at the time of issuance, equal to at least 1,000 euros) and integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different
denomination. Each Class B Certificate shall be dated the date of its authentication. 
 (b) The Class B Certificates offered and sold in
reliance on Rule 144A under the Securities Act, or any successor regulation thereto (“Rule 144A”), and the Class B Certificates offered and sold in reliance on Regulation S under the Securities Act, or any successor regulation
thereto (“Regulation S”), shall be issued initially in the form of one or more global Certificates in 

  

					
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definitive, fully registered form without interest coupons, substantially in the form of Exhibit A hereto (each, a “Global Certificate”), duly executed and authenticated by
the Trustee as hereinafter provided. Each Global Certificate will be registered in the name of a nominee for DTC for credit to the account of members of, or participants in, DTC (“DTC Participants”) or to the account of indirect
participants that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”), and will be deposited with the Trustee, at its Corporate Trust Office, as
custodian for DTC. The aggregate face amount of a Global Certificate may from time to time be increased or decreased by adjustments made on the records of DTC or its nominee, or of the Trustee, as custodian for DTC or its nominee for such Global
Certificate, which adjustments shall be conclusive as to the aggregate face amount of any such Global Certificate. 
 (c) [Reserved] 

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

Section 4.02 Legends. (a) Subject to Sections 4.03, 4.04 and 4.05, each Global Certificate and each Definitive Certificate
shall bear a legend to the following effect (the “Restricted Legend”) on the face thereof, unless the Company and the Trustee determine otherwise consistent with applicable law: 

THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED, PLEDGED, SOLD OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS [IN THE CASE OF RULE 144A
CERTIFICATES: A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)] [IN THE CASE OF REGULATION S CERTIFICATES: NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS
CERTIFICATE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT]; (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS [IN THE CASE OF RULE 144A CERTIFICATES: ONE YEAR AFTER THE LATER OF THE ORIGINAL


  

					
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ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS CERTIFICATE (OR ANY PREDECESSOR OF SUCH CERTIFICATE)] [IN THE CASE OF REGULATION S
CERTIFICATES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS CERTIFICATE (OR ANY PREDECESSOR OF SUCH CERTIFICATE) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN
RELIANCE ON REGULATION S)] OFFER, PLEDGE, RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (I)(A) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE); (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT; (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER) OR (E) TO AMERICAN AIRLINES, INC. OR ANY AFFILIATE
THEREOF; AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OF AMERICA AND OTHER APPLICABLE JURISDICTIONS; (3) AGREES THAT PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(I)(D)
ABOVE), IT WILL FURNISH TO THE TRUSTEE AND AMERICAN AIRLINES, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH THE FOREGOING CLAUSE
(2) AND PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE CERTIFICATES UNDER [RULE 144] [REGULATION S] UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER UPON THE
EARLIER OF THE TRANSFER OF THE CERTIFICATE PURSUANT TO CLAUSE 2(I)(C) ABOVE OR UPON ANY TRANSFER OF THE CERTIFICATES UNDER [RULE 144][REGULATION S] UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). 

  

					
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 TRUST SUPPLEMENT NO. 2016-2B TO THE PASS THROUGH TRUST AGREEMENT
CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. 
 (b) Each Global Certificate shall bear the following legend (the “Global Certificate Legend”)
on the face thereof: 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

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

BY ITS ACQUISITION OR ACCEPTANCE HEREOF OR ANY INTEREST HEREIN, THE HOLDER HEREOF OR OF SUCH INTEREST
(A) REPRESENTS THAT EITHER (1) NO ASSETS OF (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), (II) A FOREIGN, CHURCH OR GOVERNMENTAL PLAN EXEMPT FROM TITLE I OF ERISA AND SECTION 4975 OF THE CODE, BUT SUBJECT TO A FOREIGN, FEDERAL, STATE, OR LOCAL LAW WHICH IS SUBSTANTIALLY SIMILAR TO THE PROHIBITED
TRANSACTION PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR (III) ANY TRUST ESTABLISHED WITH RESPECT TO ANY OF THE FOREGOING PLANS, HAVE BEEN USED TO PURCHASE OR HOLD THIS CERTIFICATE OR ANY INTEREST HEREIN,
OR (2) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR ANY INTEREST HEREIN BY THE HOLDER IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR PROVISIONS OF SIMILAR LAW PURSUANT TO ONE OR MORE STATUTORY OR
ADMINISTRATIVE EXEMPTIONS OR SIMILAR EXEMPTIONS UNDER SIMILAR LAW, AND (B) DIRECTS TRUSTEE UNDER THE CLASS B TRUST TO INVEST IN THE ASSETS HELD IN THE CLASS B TRUST PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED IN THE OFFERING MEMORANDUM
RELATED THERETO. 

  

					
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 Section 4.03 Book-Entry Provisions for Global
Certificates. (a) DTC Participants shall have no rights under this Agreement with respect to any Global Certificate held on their behalf by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the
Trustee as the absolute owner of such Global Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other
authorization furnished by DTC or shall impair, as between DTC and its DTC Participants, the operation of customary practices governing the exercise of the rights of a holder of any Class B Certificate. Upon the issuance of any Global Certificate,
the Registrar or its duly appointed agent shall record Cede & Co. or another nominee of DTC as the registered holder of such Global Certificate. 

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

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

  

					
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 (e) Any Definitive Certificate delivered in exchange for an interest in a Global Certificate
pursuant to Section 4.03(b) hereof shall, except as otherwise provided by paragraph (c) of Section 4.04, bear the Restricted Legend. 

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

(g) Neither the Company, nor the Trustee, nor the Registrar, nor the Paying Agent shall have any responsibility or liability for: (i) any
aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Certificates, (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or (iii) the
performance by DTC, any DTC Participant or any Indirect Participant of their respective obligations under the rules, regulations and procedures creating and affecting DTC and its operation or any other statutory, regulatory, contractual or customary
procedures governing their obligations. 
 Section 4.04 Special Transfer Provisions. (a) With respect to any proposed offer,
pledge, resale or other transfer (each a “transfer”) of (A) a beneficial interest in any Global Certificate bearing a Restricted Legend to another Global Certificate bearing a Restricted Legend, (B) a beneficial interest
in any Global Certificate bearing a Restricted Legend to a Definitive Certificate bearing a Restricted Legend or (C) a beneficial interest in any Definitive Certificate bearing a Restricted Legend to a Global Certificate bearing a Restricted
Legend, the Registrar shall receive the following: 
 (i) if the transferee will take delivery in the form of a beneficial
interest in a Global Certificate or Definitive Certificate offered and sold in reliance on Rule 144A, then the transferor must deliver the form of transfer notice, including the certifications in item (1) thereof; 

(ii) if the transferee will take delivery in the form of a beneficial interest in a Global Certificate or a Definitive
Certificate offered and sold in reliance on Regulation S, then the transferor must deliver the form of transfer notice, including the certifications in item (2) thereof; or 

(iii) if the transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act or is being
transferred to the Company or an affiliate thereof, the transferor must deliver the form of transfer notice, including the certifications in item (3) thereof. 

(b) If the proposed transferee is a DTC Participant and the Class B Certificate to be transferred consists of Definitive Certificates, upon
receipt by the Registrar of the documents referred to in clause (a) above and instructions given in accordance with DTC’s and the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date of


  

					
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such transfer and an increase in the principal amount of Global Certificates in an amount equal to the principal amount of the Definitive Certificates being transferred, and the Trustee shall
cancel such Definitive Certificates so transferred. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of
Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Class B Certificates offered and sold in reliance on Regulation S that are held by participants through
Euroclear or Clearstream. 
 (c) Restricted Legend. Upon the transfer, exchange or replacement of Class B Certificates not bearing
the Restricted Legend, the Registrar shall deliver Class B Certificates that do not bear the Restricted Legend. Upon the transfer, exchange or replacement of Class B Certificates bearing the Restricted Legend, the Registrar shall deliver only Class
B Certificates that bear the Restricted Legend, unless there is delivered to the Registrar and the Company an Opinion of Counsel to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act. 
 (d) General. The Registrar shall not register a transfer of any Class B
Certificate unless such transfer complies with the restrictions on transfer of such Class B Certificate set forth in this Trust Supplement. In connection with any transfer of Class B Certificates, each Class B Certificateholder agrees by its
acceptance of the Class B Certificates to furnish the Registrar or the Trustee and the Company such certifications, legal opinions or other information as either of them may reasonably require to confirm that such transfer is being made pursuant to
an exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in accordance with the terms and provisions of this Article IV; provided that the Registrar and the Trustee shall not be required to
determine the sufficiency of any such certifications, legal opinions or other information and shall be fully protected in relying thereon. 

Until such time as no Class B Certificates remain Outstanding, the Registrar shall retain copies of all letters, notices and other written
communications received pursuant to this Section 4.04. The Trustee, if not the Registrar at such time, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar. 
 (e) Investment Grade Rating. Each Holder of Class B Certificates agrees that
if the Class B Certificates do not have an Investment Grade Rating and such Holder is (i) an affiliate of American or the Class B Trust, or a broker-dealer selling or otherwise transferring Class B Certificates acquired directly from American
for its own account, or (ii) an underwriter as defined in section 2(a)(11) of the Securities Act, such Holders may only offer, sell or otherwise transfer such Class B Certificates to QIBs. 

Section 4.05 Transfer and Exchange. The Registrar shall cause to be kept at the office or agency to be maintained by it in
accordance with the provisions of Section 7.12 of the Basic Agreement a register (the “Register”) of the Class B Certificates in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the
registration of such Class B Certificates and of transfers and exchanges of such Class B Certificates as herein provided. The Trustee shall initially be the registrar (the “Registrar”) for the purpose of registering such Class B
Certificates and transfers and exchanges of such Class B Certificates as 

  

					
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herein provided. Promptly upon the Trustee’s request therefor, (a) the Registrar shall provide to the Trustee a true and complete copy of the Register, and (b) the Registrar shall
provide to the Trustee such information regarding the Class B Certificates and the Class B Certificateholders as is reasonably available to the Registrar. 

All Class B Certificates issued upon any registration of transfer or exchange of Class B Certificates shall be valid obligations of the Trust,
evidencing the same interest therein, and entitled to the same benefits under this Agreement, as the Class B Certificates surrendered upon such registration of transfer or exchange. 

Upon surrender for registration of transfer of any Class B Certificate at the Corporate Trust Office or such other office or agency designated
by the Registrar with the form of transfer notice thereon duly completed and executed, and otherwise complying with the terms of this Agreement, including providing evidence of compliance with any restrictions on transfer, in form satisfactory to
the Trustee, the Registrar and the Company, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Class B Certificates, in authorized denominations of a like aggregate
Fractional Undivided Interest. Whenever any Class B Certificates are surrendered for exchange, the Trustee shall execute, authenticate and deliver the Class B Certificates that the Class B Certificateholder making the exchange is entitled to
receive. Every Class B Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by the
Class B Certificateholder thereof or its attorney duly authorized in writing. The Registrar and/or the Trustee may request and shall be entitled to receive as a prerequisite to the registration of transfers of any Class B Certificate in connection
with any transfer signature guarantees satisfactory to it in its reasonable discretion. 
 The Registrar shall not register the transfer or
exchange of any Class B Certificate in the name of any Person unless and until evidence satisfactory to the Company and the Trustee that the conditions to any such transfer or exchange set forth in Sections 4.02 through 4.04 shall have been
satisfied is submitted to them and the Company has so notified the Trustee and the Registrar in writing of such satisfaction. The Registrar and the Trustee shall not be liable to any Person for registering any transfer or exchange, or for executing,
authenticating or delivering any Class B Certificate based on such certification. The Registrar and the Trustee may treat the Person in whose name any Class B Certificate is registered as the sole owner of the beneficial interest in the Class B
Trust evidenced by such Class B Certificate. 
 To permit registrations of transfers and exchanges in accordance with the terms, conditions
and restrictions hereof, the Trustee shall execute and authenticate Class B Certificates at the Registrar’s request. No service charge shall be made to a Class B Certificateholder for any registration of transfer or exchange of Class B
Certificates, but the Trustee and the Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Class B Certificates. All Class B Certificates
surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee. Notwithstanding anything contained herein or elsewhere to the contrary, neither the Registrar nor the Trustee shall have any duty or
obligation with respect to any transfer, exchange or other disposition of an economic interest in a Class B Certificate (other than a transfer of a Class B Certificate itself) or any personal liability to any Person in connection with the same. 


  

					
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 ARTICLE V 

DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS 

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

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

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

 (iii) the amount of such distribution under this Agreement allocable to interest (including any portion thereof paid by
the Class B Liquidity Provider); 
 (iv) the amount of such distribution under the Escrow Agreement allocable to interest, if
any; 
 (v) the amount of such distribution under the Escrow Agreement allocable to unused Deposits, if any; and 

(vi) the Pool Balance and the Pool Factor. 

With respect to the Class B Certificates registered in the name of DTC or its nominee, on the Record Date prior to each Regular Distribution
Date and Special Distribution Date, the Trustee will request that DTC post on its Internet bulletin board a securities position listing setting forth the names of all the DTC Participants reflected on DTC’s books as holding interests in the
Class B Certificates on such Record Date. On each Regular Distribution Date and Special Distribution Date, the Trustee will mail to each such DTC Participant whose name has been provided by DTC the statement described above and will make available
additional copies as requested by such DTC Participants for forwarding to holders of interests in the Class B Certificates. 
 (b) Within a
reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, the Trustee shall furnish to each Person who at any time during such calendar year was a Class B Certificateholder of record a
statement containing the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for such calendar year or, in the event such Person was a Class B Certificateholder of
record during a portion of such calendar year, for the applicable portion of such year, and such other items as are readily available to the Trustee and which a Class B Certificateholder may 

  

					
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 reasonably request as necessary for the purpose of such Certificateholder’s preparation of its United States
federal income tax returns or foreign income tax returns. With respect to Class B Certificates registered in the name of DTC or its nominee, such statement and such other items shall be prepared on the basis of information supplied to the Trustee by
the DTC Participants and shall be delivered by the Trustee to such DTC Participants to be available for forwarding by such DTC Participants to the holders of beneficial interests in the Class B Certificates. 

(c) Promptly following: 

(i) the Delivery Period Termination Date, or, if later, the date of any Final Withdrawal (the later of such dates, the
“Escrow Period Termination Date”), if there has been, on or prior to the Escrow Period Termination Date, (A) any change in the information set forth in clauses (y) and (z) below from that set forth in page 50 of the
Offering Memorandum, or (B) any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Series B Equipment Notes held in the Class B Trust, any Event of Loss Withdrawal or any Final
Withdrawal, and 
 (ii) the date of any early redemption or purchase of, or any default in the payment of principal or
interest in respect of, any of the Series B Equipment Notes held in the Class B Trust, in either case described in this clause (ii), occurring after the Escrow Period Termination Date, 

the Trustee shall furnish to Class B Certificateholders of record on such date a statement setting forth (x) the expected Pool Balances for each
subsequent Regular Distribution Date following the Delivery Period Termination Date (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected principal distribution schedule of the Series B Equipment Notes, in
the aggregate, held as Trust Property at the date of such notice. With respect to the Class B Certificates registered in the name of DTC, on the Delivery Period Termination Date, the Trustee will request from DTC a securities position listing
setting forth the names of all DTC Participants reflected on DTC’s books as holding interests in the Class B Certificates on such date. The Trustee will mail to each such DTC Participant the statement described above and will make available
additional copies as requested by such DTC Participant for forwarding to holders of interests in the Class B Certificates. 
 (d) If the
aggregate principal payments scheduled for a Regular Distribution Date prior to the Delivery Period Termination Date differ from the amount thereof set forth for the Class B Certificates on page 50 of the Offering Memorandum, by no later than the
15th day prior to such Regular Distribution Date, the Trustee shall mail written notice of the actual amount of such scheduled payments to the Class B Certificateholders of record as of a date within 15 Business Days prior to the date of mailing.

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

  

					
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 ARTICLE VI 

DEFAULT 

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

(i) if any Additional Certificates are issued by one or more Additional Trusts, each Additional Certificateholder (other than
the Company or any of its Affiliates) shall have the right (which shall not expire upon any purchase of the Class AA Certificates and Class A Certificates pursuant to Section 6.01(a)) to purchase, for the purchase price set forth in
the Class AA Trust Agreement with respect to the Class AA Certificates, in the Class A Trust Agreement with respect to the Class A Certificates, herein with respect to the Class B Certificates and in the applicable Additional Trust
Agreement with respect to any Additional Certificates that rank senior to the Additional Certificates held by the purchasing Additional Certificateholder all, but not less than all, of the Class AA Certificates, the Class A Certificates, the
Class B Certificates and any Additional Certificates ranked senior to the Additional Certificates held by the purchasing Additional Certificateholder upon ten days’ prior written irrevocable notice to the Trustee, the Class AA Trustee, the
Class A Trustee and any Additional Trustee with respect to any Additional Certificates that rank senior to the Additional Certificates held by the purchasing Additional Certificateholder and each other Additional Certificateholder of the same
class, on the third Business Day following the expiration of 

  

					
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such ten-day notice period, provided that (A) if prior to the end of such ten-day period any other Additional Certificateholder(s) of such class (other than the Company or any of its
Affiliates) notifies such purchasing Additional Certificateholder that such other Additional Certificateholder(s) want(s) to participate in such purchase, then such other Additional Certificateholder(s) (other than the Company or any of its
Affiliates) may join with the purchasing Additional Certificateholder to purchase all, but not less than all, of the Class AA Certificates, the Class A Certificates, the Class B Certificates and such senior Additional Certificates pro rata
based on the Fractional Undivided Interest in the applicable Additional Trust held by each such Additional Certificateholder and (B) upon consummation of such purchase no Additional Certificateholder of such class shall have a right to purchase
the Class AA Certificates, the Class A Certificates, the Class B Certificates and such senior Additional Certificates pursuant to this Section 6.01(b)(i) during the continuance of such Certificate Buy-Out Event; and 

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

The purchase price with respect to the Class B Certificates shall be equal to the Pool Balance of the Class B Certificates, together with
accrued and unpaid interest in respect thereof to the date of such purchase, and any other amounts then due and payable to the Class B Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow Agreement, any Series B Equipment
Note held as the property of the Class B Trust or the related Indenture and Participation Agreement or on or in respect of the Class B Certificates but without any Premium, provided, however, that if such purchase occurs after
(x) a record date specified in Section 2.03 of the Escrow Agreement relating to the distribution of unused Deposits and/or accrued and unpaid interest on Deposits and prior to or on the related distribution date under the Escrow Agreement,
such purchase price shall be reduced by the aggregate amount of unused Deposits and/or interest to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by, the Class B
Certificateholders as of such record date) or (y) the Record Date relating to any Distribution Date, such purchase price shall be reduced by the amount to be distributed hereunder on such related Distribution Date (which deducted amounts shall
remain distributable to, and may be retained by, the Class B Certificateholders as of such Record Date); provided, further, that no such purchase of Class B Certificates pursuant to this Section 6.01(b) shall be effective
unless the purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant to the terms of this Agreement, the Class AA Trust Agreement, the Class A Trust Agreement, the applicable
Additional Trust Agreement (if any) or the applicable Refinancing Trust Agreement (as the case may be), and the Intercreditor Agreement, all of the Class AA Certificates, the Class A Certificates, the Class B Certificates and, if applicable,
the Additional Certificates that rank senior to the Additional Certificates held by the purchasing Additional Certificateholder(s) and, if applicable, the Refinancing Certificates that are senior to the securities held by such purchaser(s). Each
payment of the purchase price of the Class B Certificates referred to in the first sentence of this paragraph shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this


  

					
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Section 6.01(b). Each Class B Certificateholder agrees by its acceptance of its Class B Certificate that it will, upon payment from such Additional Certificateholder(s) or Refinancing
Certificateholder(s), as the case may be, of the purchase price set forth in the first sentence of this paragraph, forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without recourse, representation or warranty of any kind
except as to its own acts) all of the right, title, interest and obligation of such Class B Certificateholder in this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Class B Liquidity Facility, the NPA, the
Note Documents and all Class B Certificates and Escrow Receipts held by such Class B Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation
not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the purchaser(s) shall assume all of such Class B Certificateholder’s obligations under this Agreement, the Escrow Agreement, the
Deposit Agreement, the Intercreditor Agreement, the Class B Liquidity Facility, the NPA, the Note Documents and all such Class B Certificates and Escrow Receipts. The Class B Certificates will be deemed to be purchased on the date payment of the
purchase price is made notwithstanding the failure of any Class B Certificateholder to deliver any Class B Certificate and, upon such a purchase, (i) the selling Class B Certificateholders shall have no further rights with respect to the Class
B Certificates and (ii) if the purchaser(s) shall so request, each such Class B Certificateholder will comply with all the provisions of Section 3.04 of the Basic Agreement and the applicable provisions of this Trust Supplement to enable
new Class B Certificates to be issued to the purchaser(s) in such denominations otherwise authorized under this Agreement as it shall request. All charges and expenses in connection with the issuance of any such new Class B Certificates shall be
borne by the purchaser(s) thereof. 
 (c) This Section 6.01 supplements and, to the extent inconsistent with any provision of
Section 6.01(d) of the Basic Agreement, replaces the provisions of Section 6.01(d) of the Basic Agreement. Notwithstanding anything to the contrary set forth herein or in any Operative Agreement, the provisions of this
Section 6.01 may not be amended in any manner without the consent of each Class AA Certificateholder, Class A Certificateholder, Class B Certificateholder and Additional Certificateholder or, as the case may be, Refinancing
Certificateholder (in each case, other than the Company or any of its Affiliates in its respective capacity as a Certificateholder) that would be adversely affected thereby; provided that the purchase price under this Section 6.01
(as in effect on the date hereof) for any Certificate held by the Company or any of its Affiliates shall not be modified without the prior written consent of the Company. For the avoidance of doubt, if a Certificate Buy-Out Event ceases to exist and
another Certificate Buy-Out Event occurs and is continuing, the purchase rights set forth in this Section 6.01 shall be revived notwithstanding any exercise of such rights during the continuance of any preceding Certificate Buy-Out
Event. 
 ARTICLE VII 

THE TRUSTEE 

Section 7.01 Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the
Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance 

  

					
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Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the
Company and the satisfaction or waiver of the closing conditions specified in the Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Class B Certificates in authorized denominations equaling in the
aggregate the amount set forth, with respect to the Class B Trust, in Schedule I to the Certificate Purchase Agreement evidencing the entire ownership interest in the Class B Trust, which amount equals the maximum aggregate principal amount of
Series B Equipment Notes to be purchased on the date hereof pursuant to the Participation Agreement Amendments with respect to the Funded Aircraft and which may be purchased from time to time by the Trustee pursuant to the NPA with respect to the
Pre-Funded Aircraft. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement or Sections 4.03, 4.04 and 4.05 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Class B Certificates
in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of
Section 3.02(a) of the Basic Agreement, with respect to the Class B Trust. 
 (b) (i) On the Issuance Date, upon satisfaction of
the conditions set forth in the Participation Agreement Amendment with respect to each Funded Aircraft, the Trustee shall purchase the Series B Equipment Notes to be purchased thereunder for a purchase price equal to the principal amount of such
Series B Equipment Notes. (ii) On or after the Issuance Date, the Company may deliver from time to time, and in accordance with Section 1(b) of the NPA, to the Trustee a Funding Notice relating to one or more Series B Equipment Notes
relating to the Pre-Funded Aircraft. After receipt of such a Funding Notice and in any case no later than one Business Day prior to a Funding Date as to which such Funding Notice relates (the “Applicable Funding Date”), the Trustee
shall (as and when specified in the Funding Notice) deliver to the Escrow Agent the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal, as contemplated by Section 1.02(c) of the Escrow Agreement and by such Funding
Notice. The Trustee shall (as and when specified in such Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Funding Notice
(the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the
Applicable Funding Date, the Trustee receives from the Company a notice pursuant to the first sentence of Section 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) of the cancellation of
such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Funding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable
Participation Agreement, the Trustee shall purchase the Series B Equipment Notes relating to the applicable Pre-Funded Aircraft with the proceeds of the withdrawals of one or more Deposits made on the Applicable Funding Date in accordance with the
terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase
price of the Series B Equipment Notes or to the extent not applied on the Applicable Funding Date to the purchase price of the Series B Equipment Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Funding Date in
accordance with the terms of the Deposit Agreement. The provisions of this 

  

					
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Section 7.01(b) supersede and replace the provisions of Section 2.02(b) of the Basic Agreement with respect to the Class B Trust, and no provisions of the Basic Agreement
relating to Postponed Notes and Section 2.02 of the Basic Agreement shall apply to the Class B Trust. 
 (c) With respect to the Class
B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee shall establish and maintain on behalf of the Class B Certificateholders a Special Payments Account as one or more
accounts, which shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments Account in trust for the benefit of the Class B Certificateholders and shall make or permit
withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately
deposit the aggregate amount of such Special Payments in the Special Payments Account.” 
 (d) With respect to the Class B Trust, the
second sentence of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in its entirety with the following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or
purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution
Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon as practicable after the Trustee has confirmed that it has received funds for such
Special Payment and shall state the Special Distribution Date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter.” 

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

Section 7.02 Withdrawal of Deposits. If any Deposits remain outstanding on the Business Day next succeeding the Cut-off Date, the
Trustee shall promptly give the Escrow Agent notice, as contemplated by clause (ii) of Section 1.02(f) of the Escrow Agreement, that the Trustee’s obligation to purchase Series B Equipment Notes under the NPA has terminated and the
Cut-off Date has occurred. 
 Section 7.03 The Trustee. (a) Subject to Section 7.04 of this Trust Supplement
and Section 7.15 of the Basic Agreement, the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Trust Supplement, the Intercreditor Agreement, the Deposit Agreement, the NPA or the
Escrow Agreement or the due execution hereof or thereof by the Company or the other parties thereto (other than the Trustee), or for or in respect of the recitals and statements contained herein or therein, all of which recitals and statements are
made solely by the Company or the other parties thereto (other than the Trustee), except that the Trustee hereby represents and warrants that each of this Trust Supplement, the Basic Agreement, each Class B Certificate, the Intercreditor Agreement,
the NPA and the Escrow Agreement has been executed and delivered by one of its officers who is duly authorized to execute and deliver such document on its behalf. 

  

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

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

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

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

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

  

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

ARTICLE VIII 

ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS 

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

Section 8.02 Supplemental Agreements Without Consent of Class B Certificateholders. Without limitation of Section 9.01 of the
Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall,
at the request of the Company at any time and from time to time, enter into (or, in the case of the Deposit Agreement, consent to) and, if applicable, request the Escrow Agent and Escrow Paying Agent to enter into (i) one or more agreements
supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (15) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic
Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of
clause (3)), the NPA, (b) references in clauses (4) and (5) of such Section 9.01 to “any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee” shall also be deemed to
refer to “the Intercreditor Agreement, the Class B Liquidity Facility, the Escrow Agreement, the NPA, any Participation Agreement or the Deposit Agreement”, (c) references to “any Intercreditor Agreement, any Liquidity Facility
or any Parent Guarantee” in clause (7) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the Class B Liquidity Facility, the Escrow Agreement, the NPA, any Participation Agreement or the Deposit
Agreement” and (d) references to “any Intercreditor Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility or any Parent Guarantee” and to “any Intercreditor Agreement, any Liquidity Facility or any
Parent Guarantee” in clause (8) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the NPA, any Indenture, the Class B Liquidity Facility, the Escrow Agreement, the Deposit Agreement or any
Participation Agreement”, (ii) one or more agreements supplemental to any Operative Agreement, the NPA, the Escrow Agreement or the Deposit Agreement to provide for the formation of one or more Additional Trusts in existence at


  

					
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any one time, the issuance of Additional Certificates from time to time, the purchase by an Additional Trust of applicable Additional Equipment Notes and other matters incidental thereto or
otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 4(a)(v) of the NPA and Section 8.01(d) of the Intercreditor Agreement, and (iii) one or more agreements supplemental to any Operative
Agreement, the NPA, the Escrow Agreement or the Deposit Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment
Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 4(a)(v) of the NPA and Section 8.01(c) of the Intercreditor Agreement. In addition, the
following provisions of Section 9.01 of the Basic Agreement shall be amended, with respect to the Class B Trust, as follows: (A) Section 9.01(1) of the Basic Agreement shall be amended by replacing the word “, including”
with the word “or”; (B) Section 9.01(6) of the Basic Agreement shall be amended by inserting the phrase “(or to facilitate any listing of any Certificates on any exchange or quotation system) or any requirement of DTC or
like depositary,” after the phrase “any exchange or quotation system on which the Certificates of any series are listed” but before the phrase “or of any regulatory body”; (C) Section 9.01(7) of the Basic Agreement
shall be amended by inserting the phrase “to establish or” after the phrase “to such extent as shall be necessary” but before the phrase “to continue”; and (D) Section 9.01(8) of the Basic Agreement shall be
amended by inserting the phrase “, or to evidence the substitution of a Liquidity Provider with a Replacement Liquidity Provider or to provide for a Replacement Liquidity Facility (and if such Replacement Liquidity Facility is to be comprised
of more than one instrument, to incorporate appropriate provisions for multiple liquidity facilities for a single pass through trust), all as provided in any Intercreditor Agreement; or to evidence the substitution of a Depositary with a Replacement
Depositary or to provide for a Replacement Deposit Agreement, all as provided in the NPA; or to evidence and provide for the acceptance of appointment by a successor Escrow Agent or successor Escrow Paying Agent under the Escrow Agreement;”
after the phrase “ one or more Trusts” but before the phrase “and to add to or change”. 
 Section 8.03
Supplemental Agreements with Consent of Class B Certificateholders. Without limitation of Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply to agreements or amendments for the
purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Escrow Agreement, the Deposit Agreement, the Class B Liquidity Facility or the NPA or modifying in any manner the rights and obligations of the
Class B Certificateholders under the Escrow Agreement, the Deposit Agreement, the Class B Liquidity Facility or the NPA; provided that the provisions of Section 9.02(1) of the Basic Agreement shall be deemed to include reductions in any manner
of, or delay in the timing of, any receipt by the Class B Certificateholders of payments upon the Deposits. 
 Section 8.04 Consent
of Holders of Certificates Issued under Other Trusts. Notwithstanding any provision in Section 8.02 or Section 8.03 of this Trust Supplement to the contrary, no amendment or modification of Section 6.01 of
this Trust Supplement shall be effective unless the trustee for each Class of Certificates affected by such amendment or modification shall have consented thereto. 

  

					
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 Section 8.05 Amendment of Section 3.04 of the Basic Agreement. Sections 4.04 and
4.05 of this Trust Supplement supersede and replace Section 3.04 of the Basic Agreement with respect to the Trust. 
 ARTICLE IX

 MISCELLANEOUS PROVISIONS 

Section 9.01 Final Termination Date. The respective obligations and responsibilities of the Company and the Trustee created hereby
and the Class B Trust created hereby shall terminate upon the distribution to all Class B Certificateholders and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as
part of the Trust Property; provided, however, that in no event shall the Trust created hereby continue beyond one hundred ten (110) years following the date of execution of this Trust Supplement. 

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

Section 9.03 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CLASS B
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. 

Section 9.04 Counterparts. This Trust Supplement may be executed in any number of counterparts (and no party shall be
required to execute the same counterpart). Each counterpart of this Trust Supplement including a signature page or pages executed by each of the parties hereto shall be an original counterpart of this Trust Supplement, but all of such counterparts
together constitute one instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly
delivered, if requested. 
 Section 9.05 Intention of Parties. The parties hereto intend that the Class B Trust be classified
for United States federal income tax purposes as a grantor trust under Subpart E, Part I, Subchapter J, Chapter 1 of Subtitle A of the Code, and not as a trust or association taxable as a corporation or as a partnership. Each
Certificateholder of, and each Person acquiring a beneficial interest in, a Class B Certificate, by its acceptance of its Class B Certificate or a beneficial interest therein, agrees to treat the Class B Trust as a grantor trust for all United
States federal, state and local income tax purposes. The Trustee shall not be authorized or empowered to do anything that would cause the Class B Trust to fail to qualify as a grantor trust for such tax purposes (including as subject to this
restriction, acquiring any Aircraft by bidding the Equipment Notes relating thereto or otherwise, or taking any action with respect to any such Aircraft once acquired). 

  

					
		 	32	 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 Section 9.06 Submission to Jurisdiction. (a) Each of the parties hereto, to the
extent it may do so under applicable law, for purposes hereof and of all other Operative Agreements hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York
and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the
transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or permitted assigns, (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 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 12.04 of the Basic Agreement, or at such other address of which the other parties shall have 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 or shall limit the right to sue in any other jurisdiction. 

[Remainder of Page Intentionally Blank; Signature Pages Follow] 

  

					
		 	33	 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









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

			
	AMERICAN AIRLINES, INC.
		
	By:	 	 /s/ Thomas T. Weir

	Name:	 	Thomas T. Weir
	Title:	 	Vice President and Treasurer



  
 [Signature Page
to Trust Supplement 2016-2B] 








 
			
	WILMINGTON TRUST COMPANY,
	as Trustee
		
	By:	 	 /s/ Adam R. Vogelsong

	Name:	 	Adam R. Vogelsong
	Title:	 	Vice President



  
 [Signature Page
to Trust Supplement 2016-2B] 








 EXHIBIT A to 

TRUST SUPPLEMENT NO. 2016-2B 

FORM OF CERTIFICATE 

[THIS CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED, PLEDGED, SOLD OR OTHERWISE
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS [IN THE CASE OF RULE 144A
CERTIFICATES: A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)] [IN THE CASE OF REGULATION S CERTIFICATES: NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS
CERTIFICATE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT]; (2) AGREES THAT IT WILL NOT, PRIOR TO THE DATE THAT IS [IN THE CASE OF RULE 144A CERTIFICATES: ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS CERTIFICATE (OR ANY PREDECESSOR OF SUCH CERTIFICATE)] [IN THE CASE OF REGULATION S CERTIFICATES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE DATE ON WHICH THIS CERTIFICATE (OR ANY PREDECESSOR OF SUCH CERTIFICATE) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S)] OFFER, PLEDGE, RESELL OR OTHERWISE
TRANSFER THIS CERTIFICATE EXCEPT (I)(A) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (B) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE);
(C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT; (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER) OR (E) TO AMERICAN AIRLINES, INC. OR ANY AFFILIATE THEREOF; AND (II) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OF
AMERICA AND OTHER APPLICABLE JURISDICTIONS; (3)

  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 
AGREES THAT PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(I)(D) ABOVE), IT WILL FURNISH TO THE TRUSTEE AND AMERICAN AIRLINES, INC. SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH THE FOREGOING CLAUSE (2) AND PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE PRIOR TO THE
EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE CERTIFICATES UNDER [RULE 144] [REGULATION S] UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE
MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER UPON THE EARLIER OF THE TRANSFER OF THE CERTIFICATE PURSUANT TO CLAUSE 2(I)(C) ABOVE OR UPON ANY TRANSFER OF THE
CERTIFICATES UNDER [RULE 144][REGULATION S] UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). TRUST SUPPLEMENT NO. 2016-2B TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF
THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.]1 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 

 
  

	1 	To be included on the face of each Global Certificate and each Definitive Certificate issued in exchange for beneficial interests in a Global Certificate that is required to bear pursuant to this Trust Supplement a
Restricted Legend. 


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


  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 BY ITS ACQUISITION OR ACCEPTANCE HEREOF OR ANY INTEREST HEREIN,
THE HOLDER HEREOF OR OF SUCH INTEREST (A) REPRESENTS THAT EITHER (1) NO ASSETS OF (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (II) A FOREIGN, CHURCH OR GOVERNMENTAL PLAN EXEMPT FROM TITLE I OF ERISA AND SECTION 4975 OF THE CODE, BUT SUBJECT TO A FOREIGN, FEDERAL, STATE, OR LOCAL LAW WHICH IS
SUBSTANTIALLY SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR (III) ANY TRUST ESTABLISHED WITH RESPECT TO ANY OF THE FOREGOING PLANS, HAVE BEEN USED TO PURCHASE OR HOLD
THIS CERTIFICATE OR ANY INTEREST HEREIN, OR (2) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR ANY INTEREST HEREIN BY THE HOLDER IS EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR PROVISIONS OF SIMILAR LAW PURSUANT
TO ONE OR MORE STATUTORY OR ADMINISTRATIVE EXEMPTIONS OR SIMILAR EXEMPTIONS UNDER SIMILAR LAW, AND (B) DIRECTS TRUSTEE UNDER THE CLASS B TRUST TO INVEST IN THE ASSETS HELD IN THE CLASS B TRUST PURSUANT TO THE TERMS AND CONDITIONS DESCRIBED IN
THE OFFERING MEMORANDUM RELATED THERETO. 

  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 [GLOBAL CERTIFICATE]1 

AMERICAN AIRLINES PASS THROUGH TRUST 2016-2B 

AMERICAN AIRLINES PASS THROUGH CERTIFICATE, SERIES 2016-2B 

Final Expected Regular Distribution Date: June 15, 2024 
  

					
		  	evidencing a fractional undivided interest in the Trust, the property of which includes or will include, among other things, certain Equipment Notes each secured by an Aircraft owned by American Airlines, Inc.	    	
			
	Certificate No.                     	  	$             Fractional Undivided Interest representing     % of the Trust per $1,000 face amount	    	 CUSIP No. [02376G AA4]2

[U0241R AA4]3
  

ISIN No.
 [US02376GAA40]4
 [USU0241RAA42]5


 THIS CERTIFIES THAT
                    , for value received, is the registered owner of a $        
(        dollars) Fractional Undivided Interest (or such lesser amounts as shall be the aggregate outstanding face amount hereof as set forth in the records of the Trustee) in the American Airlines Pass
Through Trust 2016-2B (the “Trust”) created by Wilmington Trust Company, as trustee (together with any successor in interest and any successor or other trustee appointed pursuant to the Trust Supplement referred to below, the
“Trustee”) under a Pass Through Trust Agreement, dated as of September 16, 2014 (the “Basic Agreement”), between Wilmington Trust Company, a Delaware trust company, and American Airlines, Inc., a Delaware
corporation (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company”), as supplemented by Trust Supplement No. 2016-2B thereto, dated as of July 8, 2016 (collectively
with the Basic Agreement, and as may be amended from time to time, the “Agreement”), between the Trustee and the Company, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “American Airlines Pass Through Certificates, Series 2016-2B”
(herein called the “Certificates”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance hereof, the Certificateholder of this Certificate assents to
and agrees to be 
  

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


	2 	To be included for restricted Global Certificates. 


	3 	To be included for Regulation S Global Certificates. 


	4 	To be included for restricted Global Certificates. 


	5 	 To be included for Regulation S Global Certificates.




  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 
bound by all of the provisions of the Agreement and the Intercreditor Agreement, including the subordination provisions of Section 9.09 of the Intercreditor Agreement. The Trust Property is
expected to include certain Equipment Notes and includes all rights of the Trust and the Trustee, on behalf of the Trust, to receive any payments under the Intercreditor Agreement and the Class B Liquidity Facility. Each issue of the Equipment Notes
will be secured by, among other things, a security interest in the Aircraft owned by the Company. 
 The Certificates represent Fractional
Undivided Interests in the Trust and the Trust Property, and will have no rights, benefits or interest in respect of any other separate trust established pursuant to the terms of the Basic Agreement for any other series of certificates issued
pursuant thereto. 
 Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement, from funds then available
to the Trustee, there will be distributed on each June 15 and each December 15 (each, a “Regular Distribution Date”), commencing on December 15, 2016, to the Person in whose name this Certificate is registered at the
close of business on the 15th day preceding the applicable Regular Distribution Date, an amount in respect of the Scheduled Payments on the Series B Equipment Notes due on such Regular
Distribution Date, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in
accordance with the terms of the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Series B Equipment Notes are received by the Trustee, from funds then available to the Trustee, there shall be distributed on the
applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the applicable Special Distribution Date, an
amount in respect of such Special Payments on the Series B Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to the
sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day and no interest shall accrue during the intervening
period. The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this Certificate. 

Distributions on this Certificate will be made by the Trustee by check mailed to the Person entitled thereto, without the presentation or
surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distributions shall be made by wire transfer. Except
as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Trustee specified in such notice. 
 The Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company, the Trustee, the Subordination Agent, any Loan Trustee or any Affiliate of any thereof. The Certificates are limited in right of payment, all as more specifically set forth on the face
hereof and in the Agreement. All payments or 

  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 
distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the
Trust Property to make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the
extent available for any payment or distribution to such Certificateholder pursuant to the terms of the Agreement and that it will not have any recourse to the Company, the Trustee, the Loan Trustees or any Affiliate of any thereof except as
otherwise expressly provided in the Agreement, in any Note Document or in the Intercreditor Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests,
rights, benefits, obligations, proceeds and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request. 
 The Agreement permits, with certain exceptions therein provided, the amendment thereof, and the
modification of the rights and obligations of the Company and the rights of the Certificateholders under the Agreement, at any time by the Company and the Trustee with the consent of the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the Trust. Any such consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Certificateholders of this
Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Certificateholders of any of the Certificates. 
 As provided in the Agreement and subject to
certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar,
or by any successor Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar, duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or transferees. 

The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $2,000 (or such other denomination
that is the lowest integral multiple of $1,000 that is, at the time of issuance, equal to at least 1,000 euros) Fractional Undivided Interest and integral multiples of $1,000 in excess thereof except that one Certificate may be issued in a different
denomination. As provided in the Agreement and subject to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust, as requested by the Certificateholder surrendering the same. 
 No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. 

  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









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

Each Certificateholder and Person with a beneficial interest herein, by its acceptance of this Certificate or such interest, agrees to treat
the Trust as a grantor trust for all U.S. federal, state and local income tax purposes. 
 The obligations and responsibilities created by
the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust
Property. 
 Any Person acquiring or accepting this Certificate or an interest herein will, by such acquisition or acceptance, be deemed to
(a) represent and warrant to the Company, the Loan Trustees and the Trustee that either: (i) no assets of a Plan or any trust established with respect to a Plan have been used to purchase or hold this Certificate or an interest herein or
(ii) the purchase and holding of this Certificate or interest herein by such Person are exempt from the prohibited transaction restrictions of ERISA and the Code or provisions of Similar Law pursuant to one or more prohibited transaction
statutory or administrative exemptions or similar exemptions under Similar Law; and (b) direct the Trustee to invest the assets held in the Trust pursuant to, and take all other actions contemplated by, the terms and conditions of the Basic
Agreement, this Trust Supplement, the Intercreditor Agreement, the Deposit Agreement, the Escrow Agreement, the NPA, each Participation Agreement Amendment and each Participation Agreement. 

THIS CERTIFICATE AND THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. 
 Unless the certificate of authentication hereon has been executed by the Trustee,
by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. 

  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









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

 

			
	AMERICAN AIRLINES PASS THROUGH TRUST 2016-2B
		
	By:	 	WILMINGTON TRUST COMPANY,
		 	as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	



  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

 

			
	WILMINGTON TRUST COMPANY,
	as Trustee
		
	By:	 	  

		 	Authorized Officer



  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 [FORM OF TRANSFER NOTICE] 

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

Insert Taxpayer Identification No. 
  

                       
                                 

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

                       
                                      

the within Certificate and all rights thereunder, hereby irrevocably constituting and appointing
                                        
attorney to transfer said Certificate on the books of the Trustee with full power of substitution in the premises (the “Transfer”). 
 In
accordance with Section 4.04(a) of the Agreement, in connection with any transfer of this Certificate occurring prior to the date that is the end of the restricted period referred to in Rule 144 under the Securities Act of 1933 as amended
(“the Securities Act”) or Regulation S under the Securities Act, as applicable, the undersigned transferor (the “Transferor”) confirms that without utilizing any general solicitation or general advertising that: 

[Check One] 

 ̈ Item 1. Check if Transferee will take delivery of a beneficial interest in the
Global Certificate or a Definitive Certificate pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act, and, accordingly, the Transferor hereby further certifies that the
beneficial interest or the Certificate is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Certificate for its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance
with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Trust Supplement, the transferred beneficial interest or Certificate will be subject to
the restrictions on transfer enumerated in the Restricted Legend printed on the Global Certificate and/or the Definitive Certificate and in the Trust Supplement and the Securities Act. 

 ̈ Item 2. Check if Transferee will take delivery of a beneficial interest in the
Global Certificate or a Definitive Certificate pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further
certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf
reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting
on its behalf knows that the transaction was prearranged 

  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 
with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person (other than the Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Trust Supplement, the transferred beneficial interest or
Definitive Certificate will be subject to the restrictions on Transfer enumerated in the Restricted Legend printed on the Global Certificate or the Definitive Certificate and in the Trust Supplement and the Securities Act. 

 ̈ Item 3. Check and complete if Transferee will take delivery of a beneficial
interest in the Global Certificate or Definitive Certificate pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to
beneficial interests in the Global Certificate and Definitive Certificate and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby
further certifies that (check one): 
 (a)  ̈ such Transfer is being effected pursuant to and
in accordance with Rule 144 under the Securities Act; 
 or 

(b)  ̈ such Transfer is being effected to the Company or an affiliate thereof. 

If none of the foregoing boxes is checked, the Trustee or other Registrar shall not be obligated to register this Certificate in the name of
any Person other than the Transferor unless and until the conditions to any such transfer of registration set forth herein and in Section 4.04 of the Trust Supplement shall have been satisfied. 

 

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

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

  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 EXHIBIT B to 

TRUST SUPPLEMENT NO. 2016-2B 

DTC LETTER OF REPRESENTATIONS 

  

					
		 		 	Trust Supplement No. 2016-2B
		 	 	American Airlines Aircraft EETC









 The Depository Trust Company 

A subsidiary of the Depository Trust & Clearing Corporation 

ISSUER LETTER OF REPRESENTATIONS 

(To be completed by Issuer and Co-Issuer(s), if applicable) 
  

	
	 American Airlines Pass Through Trust 2016-2B

	(Name of Issuer and Co-Issuer(s), if applicable)
	
	 4.375% American Airlines Pass Through Certificates, Series 2016-2, Class B

	(Security Description, including series designation if applicable)
	
	 02376G AA4 and U0241R AA4

	(CUSIP Number(s) of the Securities)

  

			
		 	 July 8, 2016

		 	(Date)

 The Depository Trust Company 

570 Washington Blvd, 4th FL 
 Jersey City, NJ 07310 

Attention: Underwriting Department 
 Ladies and Gentlemen: 

This letter sets forth our understanding with respect to the Securities represented by the CUSIP number(s) referenced above (the
“Securities”). Issuer requests that The Depository Trust Company (“DTC”) accept the Securities as eligible for deposit at DTC. 

Issuer is: (Note: Issuer must represent one and cross out the other.) 

[incorporated in] [formed under the laws of] Delaware. 

The DTC Clearing Participant Citigroup Global Markets Inc. will distribute the Securities through DTC. 

To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordance with DTC’s Rules with respect to the
Securities, Issuer represents to DTC that Issuer will comply with the requirements stated in DTC’s Operational Arrangements, as they may be amended from time to time. 
  

							
		 		  	Very truly yours,
			
	 Note:
  

Schedule A contains statements that DTC believes accurately describe DTC, the method of effecting book-entry transfers of securities distributed through DTC,
and certain related matters.
  
	 		  	 American Airlines Pass Through Trust 2016-2B

By: Wilmington Trust Company, as Trustee

	 	  		  	(Issuer)
	 		  	  
 By:
	  	  
 /s/ Adam R. Vogelsong

		 		  		  	(Authorized Officer’s Signature)
			
		 		  	 Adam R. Vogelsong

Vice President

		 		  		  	(Print Name)
			
		 		  	 Wilmington Trust Company

1100 North Market Street

		 		  		  	(Street Address)
			
		 		  	
      Wilmington             
 Delaware          USA                  19890

		 		  	      (City)                          (State)  
      (Country)            (Zip Code)
			
		 		  	 ###

		 		  		  	(Phone Number)
			
		 		  	 ###

		 		  		  	(E-mail Address)








 The Depository Trust Company 

A subsidiary of the Depository Trust & Clearing Corporation 

Additional Signature Page to 

ISSUER LETTER OF REPRESENTATIONS 

For use with Co-Issuers 
  

	
	  

	(Name of Issuer and Co-Issuer(s)

 In signing this Issuer Letter of Representations dated as of
                    . 
 Co-Issuer agrees to and
shall be bound by all “Issuer” representations. 
  

			
	  

		 	(Co-Issuer)
		
	By:	 	  

		 	(Authorized Officer’s Signature)
	
	  

		 	(Print Name)
	
	  

		 	(Street Address)
	
	  

	(City)            (State)        (Country)          
  (Zip Code)
	
	  

		 	(Phone Number)
	
	  

		 	(E-mail Address)








 SCHEDULE A 

(To Issuer Letter of Representations) 

SAMPLE OFFERING DOCUMENT LANGUAGE 

DESCRIBING BOOK-ENTRY-ONLY ISSUANCE 

(Prepared by DTC—bracketed material may be applicable only to certain issues) 

1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the
“Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One
fully-registered Security certificate will be issued for [each issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500
million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 

2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a
“banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and
money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions
in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S.
and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the
holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly
(“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com. 
 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial
Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on
behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 

4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s
partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not
effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or
may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 








 SCHEDULE A 

(To Issuer Letter of Representations) 
  

 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
[Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security
documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to
provide their names and addresses to the registrar and request that copies of notices be provided directly to them.] 
 [6. Redemption
notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.] 

7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a
Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 

8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as
may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance
with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer
form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption
proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants
will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 

[9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to [Tender/Remarketing] Agent. The requirement for
physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a
book-entry credit of tendered Securities to [Tender/Remarketing] Agent’s DTC account.] 
 10. DTC may discontinue providing its
services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed
and delivered. 
 11. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities
depository). In that event, Security certificates will be printed and delivered to DTC. 
 12. The information in this section concerning
DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. 







 The Depository Trust Company 

A subsidiary of The Depository Trust & Clearing Corporation 

Representations for Rule 144A Securities 

to be included in DTC Letter of Representations 
  

	
	 American Airlines Pass Through Trust 2016-2B

	(Name of Issuer and Co-Issuer(s), if applicable)
	
	 4.375% American Airlines Pass Through Certificates, Series 2016-2, Class B

	Security Description including series designation if applicable
	
	 02376G AA4

	CUSIP number(s) of the securities

 1. Issuer represents that at the time of initial registration in the name of DTC’s nominee,
Cede & Co., the Securities were Legally or Contractually Restricted Securities,1 eligible for transfer under Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and identified by a CUSIP or CINS identification number that was different from any CUSIP or CINS identification number assigned to any securities of the same class that were not Legally or Contractually Restricted Securities. Issuer
shall ensure that a CUSIP or CINS identification number is obtained for all unrestricted securities of the same class that is different from any CUSIP or CINS identification number assigned to a Legally or Contractually Restricted Security of such
class, and shall notify DTC promptly in the event that it is unable to do so. Issuer represents that it has agreed to comply with all applicable information requirements of Rule 144A. 

2. Issuer and Agent2 acknowledge that, so long as Cede & Co. is a record owner
of the Securities, Cede & Co. shall be entitled to all applicable voting rights and receive the full amount of all distributions payable with respect thereto. Issuer and Agent acknowledge that DTC shall treat any DTC Participant
(“Participant”) having Securities credited to its DTC accounts as entitled to the full benefits of ownership of such Securities. Without limiting the generality of the preceding sentence, Issuer and Agent acknowledge that DTC shall treat
any Participant having Securities credited to its DTC accounts as entitled to receive distributions (and voting rights, if any) in respect of the Securities, and to receive from DTC certificates evidencing Securities. Issuer and Agent recognize that
DTC does not in any way undertake to, and shall not have any responsibility to, monitor or ascertain the compliance of any transactions in the Securities with any of the provisions: (a) of Rule 144A; (b) of other exemptions from
registration under the Securities Act or any other state or federal securities laws; or (c) of the offering documents. 
  

			
	Very truly yours,
		
		 	 American Airlines Pass Through Trust 2016-2B

By: Wilmington Trust Company, as Trustee

	  

      Issuer

		
	By:	 	 /s/ Adam R. Vogelsong

		 	Authorized Officer’s Signature
		 	 Adam R. Vogelsong, Vice President
  

July 8, 2016

	  

      Print Name & Date



  

	1 	A “Legally Restricted Security” is a security that is a restricted security, as defined in Rule 144(a)(3). A “Contractually Restricted Security” is a security that upon issuance and continually
thereafter can only be sold pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4 of the Securities Act and not involving any
public offering; provided, however, that once the security is sold pursuant to the provisions of Rule 144, including Rule 144(b)(1), it will thereby cease to be a “Contractually Restricted Security.” For purposes of this definition,
in order for a depositary receipt to be considered a “Legally or Contractually Restricted Security,” the underlying security must also be a “Legally or Contractually Restricted Security.” 


	2 	“Agent” shall be defined as Depositary, Trustee, Trust Company, Transfer Agent or Paying Agent as such definition applies in the DTC Letter of Representations to which this rider may be appended.









 The Depository Trust Company 

A subsidiary of The Depository Trust & Clearing Corporation 

Representations for Rule 144A Securities 

to be included in DTC Letter of Representations 

(Additional Signature Page for use with CO-Issuers) 
  

	
	  

	Name of Issuer and Co-Issuer(s)

 In signing this Representations for Rule 144A Securities rider dated as of
                    . 
 Co-Issuer agrees to and
shall be bound by all “Issuer” representations. 
  

			
	  

		 	Co-Issuer, if applicable
		
	By:	 	  

		 	Authorized Officer’s Signature
	
	  

		 	Print Name
	
	  

		 	Date









 The Depository Trust Company 

A subsidiary of The Depository Trust & Clearing Corporation 

Representations for Regulation S Securities 

to be included in DTC Letter of Representations 
  

	
	 American Airlines Pass Through Trust 2016-2B

	Name of Issuer and Co-Issuer(s) if applicable
	
	 4.375% American Airlines Pass Through Certificates, Series 2016-2, Class B

	Security Description including series designation if applicable
	
	 U0241R AA4

	CUSIP Number(s) of the Securities

 1. Issuer represents that at the time of initial registration in the name of DTC’s nominee,
Cede & Co., the Securities were Legally or Contractually Restricted Securities,1 and were eligible for transfer under Regulation S under the Securities Act of 1933, as amended (the
“Securities Act”), and identified by a CUSIP or CINS identification number that was different from any CUSIP or CINS identification number assigned to any securities of the same class that were not Legally or Contractually Restricted
Securities. Issuer shah ensure that a CUSIP or CINS identification number is obtained for all unrestricted securities of the same class that is different from any CUSIP or CINS identification number assigned to a Legally or Contractually Restricted
Security of such class, and shah notify DTC promptly in the event that it is unable to do so. 
 2. Issuer and Agent2 acknowledge that, so long as Cede & Co. is a record owner of the Securities, Cede & Co. shah be entitled to ail applicable voting rights and receive the full amount of ail
distributions payable with respect thereto. Issuer and Agent acknowledge that DTC shah treat any DTC Participant (“Participant”) having Securities credited to its DTC accounts as entitled to the full benefits of ownership of such
Securities. Without limiting the generality of the preceding sentence, Issuer and Agent acknowledge that DTC shah treat any Participant having Securities credited to its DTC accounts as entitled to receive distributions (and voting rights, if any)
in respect of the Securities, and to receive from DTC certificates evidencing Securities. Issuer and Agent recognize that DTC does not in any way undertake to, and shah not have any responsibility to, monitor or ascertain the compliance of any
transactions in the Securities with any of the provisions: (a) of Rule 144A; (b) of other exemptions from registration under the Securities Act or any other state or federal securities laws; or (c) of the offering documents. 

 

									
	 American Airlines Pass Through Trust 2016-2B

By: Wilmington Trust Company, as Trustee
	 		 	
	  

      Issuer
	 		 	  

      Co-Issuer, if applicable

					
	By:	 	 /s/ Adam R. Vogelsong
	 		 	By:	 	  

		 	Authorized Officer’s Signature	 		 		 	Authorized Officer’s Signature
		 	 Adam R. Vogelsong, Vice President
  

July 8, 2016
	 		 	
	  

      Print Name & Date
	 		 	  

      Print Name & Date


  

	1 	A “Legally Restricted Security” is a security that is a restricted security, as defined in Rule 144(a)(3). A “Contractually Restricted Security” is a security that upon issuance and continually
thereafter can only be sold pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4 of the Securities Act and not involving any
public offering; provided, however, that once the security is sold pursuant to the provisions of Rule 144, including Rule 144(b)(1), it will thereby cease to be a “Contractually Restricted Security.” For purposes of this
definition, in order for a depositary receipt to be considered a “Legally or Contractually Restricted Security,” the underlying security must also be a “Legally or Contractually Restricted Security.” 


	2 	Agent shah be defined as Depositary, Trustee, Trust Company or Paying Agent as such definition applies in the DTC Letter of Representations to which Ibis rider may be appended.