EX-4.5



 EXHIBIT 4.5 
  

 
  

DEPOSIT AGREEMENT 

(Class A) 
 Dated
as of July 31, 2013 
 between 
 WILMINGTON TRUST, NATIONAL ASSOCIATION 
 as Escrow Agent 

and 
 DEUTSCHE
BANK TRUST COMPANY AMERICAS 
 as Depositary 
  

 
  

Deposit Agreement (Class A) 
 (American Airlines 2013-2 Aircraft EETC) 







 Table of Contents 

 

							
	 	  	 	  	Page	 
	 SECTION 1.        
	  	Acceptance of Depositary; Establishment of Accounts	  	 	2	  
			
	 SECTION 2.
	  	Deposit Mechanics	  	 	2	  
			
	 SECTION 3.
	  	Termination	  	 	5	  
			
	 SECTION 4.
	  	Payments	  	 	5	  
			
	 SECTION 5.
	  	Representation and Warranties	  	 	6	  
			
	 SECTION 6.
	  	Transfer	  	 	7	  
			
	 SECTION 7.
	  	Amendment, Etc.	  	 	7	  
			
	 SECTION 8.
	  	Notices	  	 	7	  
			
	 SECTION 9.
	  	Obligations Unconditional	  	 	8	  
			
	 SECTION 10.
	  	Entire Agreement	  	 	8	  
			
	 SECTION 11.
	  	Governing Law	  	 	8	  
			
	 SECTION 12.
	  	Submission to Jurisdiction in New York	  	 	8	  
			
	 SECTION 13.
	  	Waiver of Jury Trial Right	  	 	9	  
			
	 SECTION 14.
	  	Counterparts	  	 	9	  
			
	 SECTION 15.
	  	Rights of Receiptholders	  	 	9	  
			
	 SECTION 16.
	  	Limitation on Damages	  	 	9	  
			
	 Schedule I
	  	Schedule of Deposits	  			
			
	 Exhibit A
	  	Form of Notice of Purchase Withdrawal	  			
	 Exhibit B
	  	Form of Notice of Final Withdrawal	  			
	 Exhibit C
	  	Form of Notice of Replacement Withdrawal	  			
	 Exhibit D
	  	Form of Notice of Event of Loss Withdrawal	  			

 Deposit Agreement (Class A) 
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 DEPOSIT AGREEMENT 

(Class A) 

This DEPOSIT AGREEMENT (Class A), dated as of July 31, 2013 (as amended, modified or supplemented from time to time, this
“Agreement”), is made by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its
successors in such capacity, the “Escrow Agent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as depositary bank (the “Depositary”). 

W I T N E S S E T H: 

WHEREAS, American Airlines, Inc. (“American”) and Wilmington Trust Company, not in its individual capacity except as
otherwise expressly provided therein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”), have entered into a Trust Supplement No. 2013-2A, dated as of
July 31, 2013 (the “Trust Supplement”), to the Pass Through Trust Agreement, dated as of March 12, 2013 (together, as amended, modified or supplemented from time to time in accordance with the terms thereof, the
“Pass Through Trust Agreement”), relating to American Airlines Pass Through Trust 2013-2A pursuant to which the American Airlines Pass Through Trust, Series 2013-2A Certificates referred to therein (the
“Certificates”) are being issued (the date of such issuance, the “Issuance Date”); 
 WHEREAS,
Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and J.P. Morgan Securities LLC (collectively, the “Initial
Purchasers” and, together with their respective transferees and assigns as registered owners, and any future registered owners from time to time, of the Certificates, the “Investors”) and American have entered into a
Purchase Agreement, dated as of July 24, 2013, pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Initial Purchasers; 
 WHEREAS, American, the Pass Through Trustee and certain other persons concurrently herewith are entering into the Note Purchase Agreement, dated as of the date hereof (as amended, modified or supplemented
from time to time in accordance with the terms thereof, the “Note Purchase Agreement”), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as
defined in the Note Purchase Agreement) equipment notes (the “Equipment Notes”) issued in respect of aircraft owned by American, utilizing the proceeds from the sale of the Certificates (the “Net Proceeds”);

 WHEREAS, the Escrow Agent, the Initial Purchasers, the Pass Through Trustee and Wilmington Trust Company, as paying agent for
the Escrow Agent (in such capacity, together with its successors in such capacity, the “Paying Agent”), concurrently herewith are entering into the Escrow and Paying Agent Agreement (Class A), dated as of the date hereof (as
amended, modified or supplemented from time to time in accordance with the terms thereof, the “Escrow and Paying Agent Agreement”); and 

  
 Deposit
Agreement (Class A) 
 (American Airlines 2013-2 Aircraft EETC) 








 WHEREAS, the Initial Purchasers and the Pass Through Trustee intend that the
Net Proceeds be held in escrow by the Escrow Agent on behalf of the Investors pursuant to the Escrow and Paying Agent Agreement, subject to withdrawal upon request of and proper certification by the Pass Through Trustee for the purpose of purchasing
Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary pursuant to this Agreement, which provides for the Depositary to pay interest for distribution to the Investors and to establish
accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee. 
 NOW, THEREFORE, in consideration of the obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows: 
 SECTION 1. Acceptance of Depositary; Establishment of Accounts. 

Section 1.1. Acceptance of Depositary. The Depositary hereby agrees to act as depositary bank as provided herein and in
connection therewith to accept all amounts to be delivered to or held by the Depositary pursuant to the terms of this Agreement. The Depositary further agrees to hold, maintain and safeguard the Deposits and the Accounts (as defined below) during
the term of this Agreement in accordance with the provisions of this Agreement. The Escrow Agent shall not have any right to withdraw, assign or otherwise transfer moneys held in the Accounts except as permitted by this Agreement. 

Section 1.2. Establishment of Accounts. The Escrow Agent hereby instructs the Depositary, and the Depositary agrees, to
establish the separate deposit accounts listed on Schedule I hereto and to establish such additional separate deposit accounts as may be required in connection with the deposits contemplated by Section 2.4 hereof (each, an
“Account” and collectively, the “Accounts”), each in the name of the Escrow Agent and all on the terms and conditions set forth in this Agreement. The Depositary shall establish and maintain all Accounts at a branch
of Deutsche Bank Trust Company Americas located in the United States. 
 SECTION 2. Deposit Mechanics. 

Section 2.1. Deposits. The Escrow Agent shall direct the Initial Purchasers to deposit with the Depositary on the date of this
Agreement (the “Deposit Date”) in Federal (same day) funds by wire transfer to: [            ], and the Depositary shall accept from the Initial Purchasers, on behalf of
the Escrow Agent, the sum of US$1,408,113,000. Upon acceptance of such sum, the Depositary shall (i) establish each of the deposits specified in Schedule I hereto maturing in accordance with this Agreement (together with any
deposit made pursuant to Section 2.4 hereof, individually, a “Deposit” and, collectively, the “Deposits”) and (ii) credit each Deposit to the related Account as set forth herein. No amount
shall be deposited in any Account other than the related Deposit. 
  
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 Section 2.2. Interest. Each Deposit shall bear interest from and including the
date of deposit to but excluding the date of withdrawal (it being understood that the date of withdrawal in the case of any payment by the Depositary of the amount of the Final Withdrawal (as defined below) on the Outside Termination Date (as
defined below) shall be deemed to be the date of such payment) at the rate of 4.95% per annum (computed on the basis of a 360-day year of twelve 30-day months) payable to the Paying Agent on behalf of the Escrow Agent in arrears on each
Interest Payment Date (as defined below), on the date of any Final Withdrawal, on the date of any Replacement Withdrawal (as defined below) or on the date of any Event of Loss Withdrawal (as defined below), as applicable, all in accordance with the
terms of this Agreement. As used in this Agreement, the term “Interest Payment Date”, with respect to each Deposit that, as of any date of determination, has not been withdrawn pursuant to a Final Withdrawal, a Replacement
Withdrawal or an Event of Loss Withdrawal, shall mean each of January 15 and July 15, commencing on January 15, 2014 and ending on the earlier of January 15 and July 15 immediately following the date on which such Deposit is
withdrawn pursuant to a Notice of Purchase Withdrawal (as defined below); provided that interest accrued on any Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal shall be paid on the next Interest Payment Date following
the related Purchase Withdrawal, notwithstanding any intervening Final Withdrawal or Event of Loss Withdrawal with respect to any other Deposit and notwithstanding the fact that the relevant Account may have been closed before such Interest Payment
Date, but, if any intervening Replacement Withdrawal occurs before such next Interest Payment Date, such accrued interest shall, instead, be paid on the date of such Replacement Withdrawal. All interest paid pursuant to this Agreement shall be
non-compounding. 
 Section 2.3. Withdrawals. 

(a) Purchase Withdrawal. On and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by
providing at least one Business Day’s prior notice of withdrawal to the Depositary in the form of Exhibit A hereto (a “Notice of Purchase Withdrawal”), withdraw the entire balance of such Deposit (but not any accrued and
unpaid interest thereon) (with respect to any Deposit, such withdrawal, the “Purchase Withdrawal”), except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by notice
to the Depositary, which notice has been actually received by the Depositary prior to such actual withdrawal, cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall continue to be maintained by the
Depositary in accordance with the original terms thereof. Following the Purchase Withdrawal of any Deposit, the balance in the related Account shall be reduced to zero and the Depositary shall close such Account. As used in this Agreement,
“Business Day” shall mean any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York, New York, Fort Worth, Texas, or Wilmington, Delaware. The Depositary may
waive the foregoing requirement that any Deposit can only be withdrawn on or after seven days after the establishment thereof, and may instead reserve the right, upon at least 14 days’ prior written notice to American, the Escrow Agent and the
Pass Through Trustee, to require seven days’ notice for any withdrawal. 
  
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 (b) Final Withdrawal; Replacement Withdrawal; Event of Loss Withdrawal. 

(i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit
B hereto (a “Notice of Final Withdrawal”), withdraw (x) the entire amount of all of the remaining Deposits together with (y) all accrued and unpaid interest on such Deposits to but excluding the specified
date of such withdrawal (such withdrawal of the amounts set forth in the immediately preceding clauses (x) and (y), the “Final Withdrawal”), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of
Final Withdrawal has not been given to the Depositary on or before the Outside Termination Date (as defined below) and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on
the Outside Termination Date. Following the Final Withdrawal of any Deposit, the balance in the related Account shall be reduced to zero and the Depositary shall close such Account. As used in this Agreement, the term “Outside Termination
Date” shall mean December 31, 2013. 
 (ii) The Escrow Agent may, by providing at least five Business Days’
prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement Withdrawal”), withdraw (x) with respect to all Deposits then held by the Depositary, (1) the
entire amount of such Deposits together with (2) all accrued and unpaid interest on such Deposits to but excluding the specified date of such Replacement Withdrawal (as defined below) and (y) with respect to all Deposits, if
any, previously withdrawn pursuant to a Notice of Purchase Withdrawal, all accrued and unpaid interest on such Deposits to but excluding the date of the applicable Purchase Withdrawal (such withdrawal of the amounts set forth in the immediately
preceding clauses (x) and (y), the “Replacement Withdrawal”), on such date as shall be specified in such Notice of Replacement Withdrawal. 
 (iii) On and after the date seven days after the establishment of any Deposit, the Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of
Exhibit D hereto (a “Notice of Event of Loss Withdrawal”), withdraw (x) the entire balance of such Deposit together with (y) all accrued and unpaid interest on such Deposit to but excluding the
specified date of such withdrawal (with respect to any Deposit, such withdrawal of the amounts set forth in the immediately preceding clauses (x) and (y), the “Event of Loss Withdrawal”), on such date as shall be specified in
such Notice of Event of Loss Withdrawal. Following such Event of Loss Withdrawal, the balance in the related Account shall be reduced to zero and the Depositary shall close such Account. The Depositary may waive the foregoing requirement that any
Deposit can only be withdrawn on or after seven days after the establishment thereof, and may instead reserve the right, upon at least 14 days’ prior written notice to American, the Escrow Agent and the Pass Through Trustee, to require seven
days’ notice for any withdrawal. 
 (c) Compliance with Withdrawal Notices. If the Depositary receives a duly
completed Notice of Purchase Withdrawal, Notice of Final Withdrawal, Notice of Replacement Withdrawal or Notice of Event of Loss Withdrawal (each, a “Withdrawal Notice”) complying with the provisions of this Agreement, it shall make
the payments specified therein in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Depositary be required, pursuant to any Withdrawal Notice or otherwise,
to make payments hereunder on or in respect of any Deposit in excess of the amount of such Deposit together with accrued interest thereon as provided in this Agreement. 

 
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 Section 2.4. Other Accounts. On the date of withdrawal of any Deposit (other
than the date of any Final Withdrawal, Replacement Withdrawal or Event of Loss Withdrawal), the Escrow Agent, or the Pass Through Trustee on behalf of the Escrow Agent, shall re-deposit with the Depositary any portion thereof not used to acquire
Equipment Notes and the Depositary shall accept the same for deposit hereunder. Any sums so received for deposit shall be established as a new Deposit and credited to a new Account, all as more fully provided in Section 2.1 hereof, and
thereafter the provisions of this Agreement shall apply thereto as fully and with the same force and effect as if such Deposit had been established on the Deposit Date except that such Deposit may not be withdrawn prior to the date seven days after
the establishment thereof. The Depositary may waive the foregoing requirement that any Deposit can only be withdrawn on or after seven days after the establishment thereof, and may instead reserve the right, upon at least 14 days’ prior written
notice to American, the Escrow Agent and the Pass Through Trustee, to require seven days’ notice for any withdrawal. 

SECTION 3. Termination. This Agreement shall terminate on the fifth Business Day after the later of the date on which
(i) all of the Deposits shall have been withdrawn and paid as provided herein without any re-deposit and (ii) all accrued and unpaid interest on the Deposits shall have been paid as provided herein, but in no event prior to
the date on which the Depositary shall have performed in full its obligations hereunder. 
 SECTION 4. Payments. All
payments made by the Depositary hereunder shall be paid in United States Dollars and immediately available funds by wire transfer (i) in the cases of (w) accrued and unpaid interest on the Deposits payable under
Section 2.2 hereof, (x) any Final Withdrawal, (y) any Event of Loss Withdrawal or (z) accrued and unpaid interest on all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase
Withdrawal, which interest is payable pursuant to a Notice of Replacement Withdrawal, directly to the Paying Agent at [            ], or to such other account as the Paying Agent may direct
from time to time in writing to the Depositary and the Escrow Agent, (ii) in the case of any withdrawal of one or more Deposits pursuant to a Notice of Purchase Withdrawal, directly to or as directed by the Pass Through Trustee as
specified and in the manner provided in such Notice of Purchase Withdrawal, and (iii) the case of any withdrawal of one or more Deposits then held by the Depositary together with accrued and unpaid interest on such Deposits pursuant to a
Notice of Replacement Withdrawal, as directed by the Pass Through Trustee as specified and in the manner provided in such Notice of Replacement Withdrawal. The Depositary hereby waives any and all rights of set-off, combination of accounts, right of
retention or similar right (whether arising under applicable law, contract or otherwise) it may have against the Deposits howsoever arising. To the extent permitted by applicable law, all payments on or in respect of each Deposit shall be made free
and clear of and without reduction for or on account of any and all taxes, levies or other impositions or charges (collectively, “Taxes”). However, if the Depositary shall be required by law (or if the 

 
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Paying Agent shall have notified the Depositary that, pursuant to Section 2.04 of the Escrow and Paying Agent Agreement, the Paying Agent is required by law) to deduct or withhold any
Taxes from or in respect of any sum payable hereunder, the Depositary shall (i) make, or cause to be made, such deductions or withholding and (ii) pay, or cause to be paid, the full amount deducted or withheld to the
competent taxation authority in accordance with applicable law. If the date on which any payment due on any Deposit would otherwise fall on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day, and no
additional interest shall accrue in respect of such extension. 
 SECTION 5. Representation and Warranties. The
Depositary hereby represents and warrants to American, the Escrow Agent, the Pass Through Trustee and the Paying Agent that: 
 (a) it is a New York banking corporation duly organized and validly existing in good standing under the laws of its jurisdiction of organization; 

(b) it has full power, authority and legal right to conduct its business and operations as currently conducted and to
enter into and perform its obligations under this Agreement; 
 (c) the execution, delivery and performance of
this Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and this Agreement
has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof; 
 (d) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body is required for the
execution, delivery or performance by it of this Agreement; 
 (e) neither the execution, delivery or performance
by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or
approval under, any law, governmental rule or regulation or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority
against it or by which it or any of its properties is bound or of any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a
default thereunder or results or will result in the imposition of any lien upon any of its properties; and 
 (f)
there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if
adversely determined, (i) would adversely affect the ability of it to perform its 
  
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obligations under this Agreement or (ii) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is
the Depositary in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement. 

SECTION 6. Transfer. Neither party hereto shall be entitled to assign or otherwise transfer this Agreement (or any interest herein)
other than (i) in the case of the Escrow Agent, to a successor escrow agent under, and in accordance with, the Escrow and Paying Agent Agreement, and (ii) in the case of the Depositary, to a bank (as defined in the Securities
Act of 1933, as amended from time to time, for purposes of Section 3(a)(2) thereof) into which the Depositary shall merge or with which the Depositary shall be consolidated. Any purported assignment in violation of the immediately preceding
sentence shall be void. This Agreement shall be binding upon the parties hereto and their respective successors and (in the case of the Escrow Agent) permitted assigns. The Depositary agrees to cause any bank into which the Depositary shall merge or
with which the Depositary shall be consolidated to deliver to the Escrow Agent an agreement containing the express assumption by such successor bank as of the effective date of such merger or consolidation, as applicable, of the due and punctual
performance and observance of each covenant and condition of this Agreement unless such assumption shall be effective as a matter of law even in the absence of such agreement. 
 SECTION 7. Amendment, Etc. This Agreement may not be amended, waived or otherwise modified except by an instrument in writing signed by the party against whom the amendment, waiver or other
modification is sought to be enforced and by the Pass Through Trustee. 
 SECTION 8. Notices. Unless
otherwise expressly provided herein, any notice or other communication under this Agreement shall be in English and in writing, and given by United States registered or certified mail, return receipt requested, overnight courier service or
facsimile, and any such notice shall be effective when received. All notices shall be sent to (x) in the case of the Depositary, Deutsche Bank Trust Company Americas, 60 Wall Street, 27th Floor, Mail Stop: NYC60-2710, New York, NY 10005, Attention: Escrow
Team – American Airlines 2013-2 EETC (Telecopier: (732) 578-4593), or (y) in the case of the Escrow Agent, Wilmington Trust, National Association, 1100 North Market Street, Wilmington, DE 19890, Reference: American Airlines
2013-2A EETC, Attention: Adam Vogelsong (Telephone: (302) 636-6472; Telecopier: (302) 636-4149), in each case, with a copy to the Pass Through Trustee, Wilmington Trust Company, 1100 North Market Street, Wilmington, DE 19890-1605,
Reference: American Airlines 2013-2A EETC, Attention: Adam Vogelsong (Telephone: (302) 636-6472; Telecopier: (302) 636-4149) and to American, American Airlines, Inc., 4333 Amon Carter Boulevard, Mail Drop 5662, Fort Worth, Texas 76155,
Reference: American Airlines 2013-2A EETC, Attention: Treasurer (Telephone: (817) 963-1234; Telecopier: (817) 967-4318) (or at such other address as any such party may specify from time to time in a written notice to the parties hereto).
On or 
  
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prior to the execution of this Agreement, the Escrow Agent has delivered to the Depositary a certificate containing specimen signatures of the representatives of the Escrow Agent who are
authorized to give notices and instructions with respect to this Agreement. The Depositary may conclusively rely on such certificate until the Depositary receives written notice from the Escrow Agent to the contrary. 

SECTION 9. Obligations Unconditional. The Depositary hereby acknowledges and agrees that its obligation to repay each Deposit
together with interest thereon as provided herein is absolute, irrevocable and unconditional and constitutes a full recourse obligation of the Depositary enforceable against it to the full extent of all of its assets and properties. 

SECTION 10. Entire Agreement. This Agreement (including all attachments hereto) sets forth all of the promises, covenants,
agreements, conditions and understandings between the Depositary and the Escrow Agent with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and undertakings, inducements or conditions, express or implied,
oral or written. 
 SECTION 11. Governing Law. This Agreement, and the rights and obligations of the Depositary and the
Escrow Agent with respect to the Deposits, shall be governed by, and construed in accordance with, the law of the State of New York and subject to the provisions of Regulation D of the Board of Governors of the Federal Reserve System (or any
successor), as the same may be modified and supplemented and in effect from time to time. 
 SECTION 12. Submission to
Jurisdiction in New York. Each of the parties hereto, to the extent it may do so under applicable law, hereby (a) 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, except during the period prior to the effective date of any plan of reorganization filed in the bankruptcy case of American
and certain of its affiliates jointly administered under Case No. 11-15463 (SHL) in the Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) and confirmed pursuant to Section 1129 of the United
States Bankruptcy Code, 11 United States Code §§101 et seq., as amended from time to time, or any successor statutes thereto, during which period the Bankruptcy Court shall also have non-exclusive jurisdiction, 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 their successors or permitted assigns and (b) 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. 
  

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 SECTION 13. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE ESCROW AGENT
ACKNOWLEDGES AND ACCEPTS THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY. 

SECTION 14. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute
one instrument. 
 SECTION 15. Rights of Receiptholders. The Depositary acknowledges that, if the Depositary shall fail
to pay when due hereunder any interest on the Deposits or to pay when due hereunder any Final Withdrawal, any Replacement Withdrawal or any Event of Loss Withdrawal, each Receiptholder (as defined below) shall have the right (individually and
without the need for any other action of any person, including the Escrow Agent or any other Receiptholder) to claim directly against the Depositary, by making a demand to the Depositary or by bringing suit to enforce any rights the Escrow Agent may
have under this Agreement, in respect of amounts that would have been distributed to such Receiptholder pursuant to the Escrow and Paying Agent Agreement, and that any such claim shall not be subject to defenses that the Depositary may have against
the Escrow Agent. As used in this Agreement, the term “Receiptholder” shall have the meaning assigned to such term in the Escrow and Paying Agent Agreement. 
 SECTION 16. Limitation on Damages. In no event shall the Depositary be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit, whether or not foreseeable) suffered by the Escrow Agent or any of the Receiptholders in connection with this Agreement or the transactions contemplated or any relationships established by this Agreement irrespective
of whether the Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action. 

[Signature Pages Follow.] 
  

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 IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit Agreement
(Class A) to be duly executed as of the day and year first above written. 
  

			
	 WILMINGTON TRUST, NATIONAL ASSOCIATION,
         as Escrow Agent

		
	By:	 	 /s/ Melinda Morales

	Name:	 	Melinda Morales
	Title:	 	Financial Services Officer
	
	 DEUTSCHE BANK TRUST COMPANY AMERICAS,
         as Depositary

		
	By:	 	 /s/ Aldrin M.F. Bayne

		 	Name: Aldrin M.F. Bayne
		 	Title:   Vice President
		
	By:	 	 /s/ Kisha A. Holder

		 	Name: Kisha A. Holder
		 	Title:   Vice President



  

Signature Page 
 Deposit Agreement (Class A) 
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 SCHEDULE I to 
 DEPOSIT AGREEMENT 
 SCHEDULE OF DEPOSITS 

CLASS A 
  

													
	 Aircraft Type
	  	Reg. No.	 	  	Deposit
Amount	 	  	Account No.	 	Account Name
	 Boeing 737-823
	  	 	N901AN	  	  	$	9,979,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N905AN	  	  	 	10,670,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N906AN	  	  	 	10,599,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N907AN	  	  	 	11,308,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N909AN	  	  	 	11,392,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N910AN	  	  	 	11,900,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N913AN	  	  	 	11,024,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N912AN	  	  	 	10,824,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N914AN	  	  	 	10,316,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N915AN	  	  	 	11,007,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N916AN	  	  	 	10,564,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N917AN	  	  	 	10,518,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N918AN	  	  	 	11,517,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N919AN	  	  	 	10,582,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N920AN	  	  	 	11,755,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N921AN	  	  	 	11,952,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N922AN	  	  	 	11,519,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N923AN	  	  	 	12,023,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N926AN	  	  	 	12,271,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N957AN	  	  	 	12,547,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N965AN	  	  	 	13,004,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N966AN	  	  	 	12,839,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N968AN	  	  	 	11,869,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N981AN	  	  	 	21,217,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N983AN	  	  	 	21,342,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N800NN	  	  	 	22,149,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N810NN	  	  	 	21,709,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N811NN	  	  	 	21,725,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N814NN	  	  	 	21,846,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N817NN	  	  	 	22,000,000	  	  	[        ]	 	[        ]


  
 Deposit
Agreement (Class A) 
 (American Airlines 2013-2 Aircraft EETC) 









													
	 Aircraft Type
	  	Reg. No.	 	  	Deposit
Amount	 	  	Account No.	 	Account Name
	 Boeing 737-823
	  	 	N819NN	  	  	 	21,998,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N820NN	  	  	 	22,050,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N825NN	  	  	 	22,669,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N826NN	  	  	 	22,719,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N827NN	  	  	 	22,726,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N829NN	  	  	 	22,737,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N830NN	  	  	 	22,770,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N831NN	  	  	 	22,829,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N832NN	  	  	 	22,908,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N833NN	  	  	 	23,084,000	  	  	[        ]	 	[        ]
	 Boeing 737-823
	  	 	N834NN	  	  	 	23,063,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N183AN	  	  	 	9,004,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N184AN	  	  	 	9,436,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N189AN	  	  	 	8,738,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N190AA	  	  	 	10,762,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N191AN	  	  	 	9,273,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N192AN	  	  	 	11,552,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N193AN	  	  	 	9,099,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N194AA	  	  	 	8,575,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N195AN	  	  	 	10,437,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N196AA	  	  	 	9,114,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N197AN	  	  	 	10,923,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N198AA	  	  	 	10,720,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N199AN	  	  	 	9,418,000	  	  	[        ]	 	[        ]
	 Boeing 757-223
	  	 	N175AN	  	  	 	8,538,000	  	  	[        ]	 	[        ]
	 Boeing 767-323ER
	  	 	N399AN	  	  	 	15,877,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N771AN	  	  	 	30,316,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N773AN	  	  	 	30,135,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N778AN	  	  	 	28,802,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N779AN	  	  	 	27,880,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N780AN	  	  	 	32,131,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N795AN	  	  	 	31,911,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N797AN	  	  	 	30,261,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N798AN	  	  	 	32,797,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N799AN	  	  	 	31,867,000	  	  	[        ]	 	[        ]


  
 Deposit
Agreement (Class A) 
 (American Airlines 2013-2 Aircraft EETC) 









													
	 Aircraft Type
	  	Reg. No.	 	  	Deposit
Amount	 	  	Account No.	 	Account Name
	 Boeing 777-223ER
	  	 	N750AN	  	  	 	31,867,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N751AN	  	  	 	30,817,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N752AN	  	  	 	31,097,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N753AN	  	  	 	31,845,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N754AN	  	  	 	31,702,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N755AN	  	  	 	31,510,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N756AM	  	  	 	31,625,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N757AN	  	  	 	31,515,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N758AN	  	  	 	32,302,000	  	  	[        ]	 	[        ]
	 Boeing 777-223ER
	  	 	N759AN	  	  	 	32,747,000	  	  	[        ]	 	[        ]


  
 Deposit
Agreement (Class A) 
 (American Airlines 2013-2 Aircraft EETC) 








 EXHIBIT A to 
 DEPOSIT AGREEMENT 
 FORM OF NOTICE OF PURCHASE WITHDRAWAL 

NOTICE OF PURCHASE WITHDRAWAL 

Deutsche Bank Trust Company Americas, 
 as
Depositary 
 60 Wall Street, 27th Floor 
 Mail
Stop: NYC60-2710 
 New York, New York 10005 
 Attention: Escrow Team – American Airlines 2013-2 EETC 
 Telecopier: (732) 578-4593

 Ladies and Gentlemen: 
 Reference is made to the Deposit Agreement (Class A), dated as of July 31, 2013 (the “Deposit Agreement”), between Wilmington Trust, National Association, as Escrow Agent, and
Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”). 
 In accordance with
Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[            ], Account No.
[                    ]. 

The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [American Airlines, Inc. at
[            ]] [the Pass Through Trustee at [            ]]1 on [            ], 20    , upon the
telephonic request of a representative of the Pass Through Trustee. 
  

			
	 Wilmington Trust, National Association,
     as Escrow Agent

		
	By:	 	 
		 	Name:
		 	Title:


 Dated: As of
[                    , 20    ] 
  

 

	1 	If there are any excess amounts that would need to be re-deposited pursuant to the applicable Funding Notice, the account to be specified here should be that of the
Pass Through Trustee. If there are no such excess amounts, the account number to be specified here should be that of American. 


  
 Deposit
Agreement (Class A) 
 (American Airlines 2013-2 Aircraft EETC) 








 EXHIBIT B to 
 DEPOSIT AGREEMENT 
 FORM OF NOTICE OF FINAL WITHDRAWAL 

NOTICE OF FINAL WITHDRAWAL 

Deutsche Bank Trust Company Americas, 
 as
Depositary 
 60 Wall Street, 27th Floor 
 Mail
Stop: NYC60-2710 
 New York, New York 10005 
 Attention: Escrow Team – American Airlines 2013-2 EETC 
 Telecopier: (732) 578-4593

 Ladies and Gentlemen: 
 Reference is made to the Deposit Agreement (Class A), dated as of July 31, 2013 (the “Deposit Agreement”), between Wilmington Trust, National Association, as Escrow Agent, and
Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”). 
 In accordance with
Section 2.3(b)(i) of the Deposit Agreement, the undersigned hereby requests the withdrawal of (x) the entire amount of all of the remaining Deposits together with (y) all accrued and unpaid interest on such
Deposits to but excluding [            ], 20            . 

The undersigned hereby directs the Depositary to pay the entire amount of such Deposits and accrued and unpaid interest thereon on
[            ], 20     to the Paying Agent at [            ]. 

 

			
	 Wilmington Trust, National Association,
     as Escrow Agent

		
	By:	 	 
		 	Name:
		 	Title:


 Dated: As of [                ,
20    ] 

  
 Deposit
Agreement (Class A) 
 (American Airlines 2013-2 Aircraft EETC) 








 EXHIBIT C to 
 DEPOSIT AGREEMENT 
 FORM OF NOTICE OF REPLACEMENT WITHDRAWAL

 NOTICE OF REPLACEMENT WITHDRAWAL 
 Deutsche Bank Trust Company Americas, 
 as Depositary 

60 Wall Street, 27th Floor 
 Mail
Stop: NYC60-2710 
 New York, New York 10005 
 Attention: Escrow Team – American Airlines 2013-2 EETC 
 Telecopier: (732) 578-4593

 Reference is made to the Deposit Agreement (Class A), dated as of July 31, 2013 (the “Deposit
Agreement”), between Wilmington Trust, National Association, as Escrow Agent, and Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”). 

In accordance with Section 2.3(b)(ii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the
following: (x) with respect to all Deposits currently held by the Depositary, (1) the entire amount of such Deposits together with (2) all accrued and unpaid interest on such Deposits to but excluding
[            ], 20     and (y) with respect to all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase Withdrawal, all accrued and unpaid
interest on such Deposits to but excluding the date of the applicable Purchase Withdrawal. 
 The undersigned hereby directs the
Depositary to pay on [            ], 20            (i) the amount requested to be withdrawn pursuant to clause
(x) above to [name and account details of the replacement depositary], Reference: American Airlines 2013-2A EETC; and (ii) the amount requested to be withdrawn pursuant to clause (y) above to the Paying Agent at
[            ]. 
  

			
	 Wilmington Trust, National Association,
     as Escrow Agent

		
	By:	 	 
		 	Name:
		 	Title:


 Dated: As of [            , 20    ]


  
 Deposit
Agreement (Class A) 
 (American Airlines 2013-2 Aircraft EETC) 








 EXHIBIT D to 
 DEPOSIT AGREEMENT 
 FORM OF NOTICE OF EVENT OF LOSS WITHDRAWAL

 NOTICE OF EVENT OF LOSS WITHDRAWAL 
 Deutsche Bank Trust Company Americas, 
 as Depositary 

60 Wall Street, 27th Floor 
 Mail
Stop: NYC60-2710 
 New York, New York 10005 
 Attention: Escrow Team – American Airlines 2013-2 EETC 
 Telecopier: (732) 578-4593

 Reference is made to the Deposit Agreement (Class A), dated as of July 31, 2013 (the “Deposit
Agreement”), between Wilmington Trust, National Association, as Escrow Agent, and Deutsche Bank Trust Company Americas, as Depositary (the “Depositary”). 

In accordance with Section 2.3(b)(iii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire
amount of the Deposit, $[            ], Account No. [            ], relating to the aircraft bearing U.S. registration number
N[            ], together with the payment of all accrued and unpaid interest on such Deposits to but excluding [            ],
20    . 
 The undersigned hereby directs the Depositary to pay the entire amount of such Deposit and
accrued and unpaid interest thereon on [            ], 20            to the Paying Agent at
[            ]. 
  

			
	 Wilmington Trust, National Association,
     as Escrow Agent

		
	By:	 	 
		 	Name:
		 	Title:


 Dated: As of [            , 20    ]


  
 Deposit
Agreement (Class A) 
 (American Airlines 2013-2 Aircraft EETC)