EX-4.5



 EXHIBIT 4.5 

 
  

 
 REVOLVING CREDIT AGREEMENT

 (2013-1B) 
 Dated as of March 12, 2013 
 between 

WILMINGTON TRUST COMPANY, 
 as Subordination Agent, 
 as agent and trustee for the trustee of 

American Airlines Pass Through Trust 2013-1B, 
 as Borrower 
 and 

NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH, 
 as Liquidity Provider 
 American Airlines Pass Through Trust 2013-1B 

American Airlines 

Pass Through Certificates, 
 Series 2013-1B 
  
  

 
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B) 
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 Table of Contents 

 

					
	 	  	Page	 
	Article I	  
	
	DEFINITIONS	  
		
	 Section 1.01 Definitions
	  	 	1	  
	
	Article II	  
	
	AMOUNT AND TERMS OF THE COMMITMENT	  
		
	 Section 2.01 The Advances
	  	 	9	  
		
	 Section 2.02 Making of Advances
	  	 	9	  
		
	 Section 2.03 Fees
	  	 	11	  
		
	 Section 2.04 Reduction or Termination of the Maximum Commitment
	  	 	12	  
		
	 Section 2.05 Repayments of Interest Advances, the Special Termination Advance or the Final Advance
	  	 	12	  
		
	 Section 2.06 Repayments of Provider Advances
	  	 	13	  
		
	 Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement
	  	 	14	  
		
	 Section 2.08 Book Entries
	  	 	14	  
		
	 Section 2.09 Payments from Available Funds Only
	  	 	14	  
		
	 Section 2.10 Extension of the Expiry Date; Non-Extension Advance
	  	 	14	  
	
	Article III	  
	
	OBLIGATIONS OF THE BORROWER	  
		
	 Section 3.01 Increased Costs
	  	 	15	  
		
	 Section 3.02 Intentionally omitted
	  	 	16	  
		
	 Section 3.03 Withholding Taxes
	  	 	16	  
		
	 Section 3.04 Payments
	  	 	18	  
		
	 Section 3.05 Computations
	  	 	18	  
		
	 Section 3.06 Payment on Non-Business Days
	  	 	18	  
		
	 Section 3.07 Interest
	  	 	18	  
		
	 Section 3.08 Replacement of Borrower
	  	 	20	  
		
	 Section 3.09 Funding Loss Indemnification
	  	 	20	  

  
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	 Section 3.10 Illegality
	  	 	20	  
	
	Article IV	  
	
	CONDITIONS PRECEDENT	  
		
	 Section 4.01 Conditions Precedent to Effectiveness of Section 2.01
	  	 	21	  
		
	 Section 4.02 Conditions Precedent to Borrowing
	  	 	23	  
	
	Article V	  
	
	COVENANTS	  
		
	 Section 5.01 Affirmative Covenants of the Borrower
	  	 	23	  
		
	 Section 5.02 Negative Covenants of the Borrower
	  	 	23	  
	
	Article VI	  
	
	LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION	  
		
	 Section 6.01 Liquidity Events of Default
	  	 	23	  
	
	Article VII	  
	
	MISCELLANEOUS	  
		
	 Section 7.01 No Oral Modifications or Continuing Waivers
	  	 	24	  
		
	 Section 7.02 Notices
	  	 	24	  
		
	 Section 7.03 No Waiver; Remedies
	  	 	25	  
		
	 Section 7.04 Further Assurances
	  	 	25	  
		
	 Section 7.05 Indemnification; Survival of Certain Provisions
	  	 	26	  
		
	 Section 7.06 Liability of the Liquidity Provider
	  	 	26	  
		
	 Section 7.07 Certain Costs and Expenses
	  	 	27	  
		
	 Section 7.08 Binding Effect; Participations
	  	 	27	  
		
	 Section 7.09 Severability
	  	 	29	  
		
	 Section 7.10 Governing Law
	  	 	29	  
		
	 Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity
	  	 	29	  
		
	 Section 7.12 Counterparts
	  	 	30	  
		
	 Section 7.13 Entirety
	  	 	30	  
		
	 Section 7.14 Headings
	  	 	30	  

  

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	 Section 7.15 Liquidity Provider’s Obligation to Make Advances
	  	 	31	  
		
	 Section 7.16 Head Office Obligations
	  	 	31	  
		
	 Annex I — Form of Interest Advance Notice of Borrowing
	  			
		
	 Annex II — Form of Non-Extension Advance Notice of Borrowing
	  			
		
	 Annex III — Form of Downgrade Advance Notice of Borrowing
	  			
		
	 Annex IV — Form of Final Advance Notice of Borrowing
	  			
		
	 Annex V — Form of Special Termination Advance Notice of Borrowing
	  			
		
	 Annex VI — Form of Notice of Termination
	  			
		
	 Annex VII — Form of Notice of Special Termination
	  			
		
	 Annex VIII — Form of Notice of Replacement Subordination Agent
	  			

  
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 REVOLVING CREDIT AGREEMENT 

(2013-1B) 

This REVOLVING CREDIT AGREEMENT (2013-1B), dated as of March 12, 2013, is made by and between WILMINGTON TRUST COMPANY, a Delaware
trust company, not in its individual capacity but solely as Subordination Agent (such term and other capitalized terms used herein without definition being defined as provided in Article I) under the Intercreditor Agreement (as defined below), as
agent and trustee for the Class B Trustee (in such capacity, together with its successors in such capacity, the “Borrower”), and NATIXIS S.A. (“Natixis”), a French société anonyme, acting
via its New York Branch (the “Liquidity Provider”). 
 W I T N E
S S E T H: 
 WHEREAS, pursuant to the Class B Trust Agreement, the Class B Trust is issuing
the Class B Certificates; and 
 WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on
the Class B Certificates in accordance with their terms, has requested the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances that Advances be made hereunder; 

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

DEFINITIONS 

Section 1.01 Definitions. (a) The definitions stated herein apply equally to both the singular and the plural forms of
the terms defined. 
 (b) All references in this Agreement to designated “Articles”, “Sections”,
“Annexes” and other subdivisions are to the designated Article, Section, Annex or other subdivision of this Agreement, unless otherwise specifically stated. 
 (c) The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, Annex or
other subdivision. 
 (d) Unless the context otherwise requires, whenever the words “including”, “include” or
“includes” are used herein, it shall be deemed to be followed by the phrase “without limitation”. 
 (e) All
references in this Agreement to a Person shall include successors and permitted assigns of such Person. 
  

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 (f) For the purposes of this Agreement, unless the context otherwise requires, the
following capitalized terms shall have the following meanings: 
 “Advance” means an Interest Advance, a
Final Advance, a Provider Advance, an Unapplied Provider Advance, an Applied Provider Advance, a Special Termination Advance, an Applied Special Termination Advance or an Unpaid Advance, as the case may be. 

“Agreement” means this Agreement, as the same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms. 
 “Applicable Liquidity Rate” has the meaning specified in
Section 3.07(g). 
 “Applicable Margin” means (a) with respect to any Interest Advance, Final
Advance, Applied Provider Advance or Applied Special Termination Advance, 4.25% per annum, (b) with respect to any Unapplied Provider Advance, the rate per annum specified in the Fee Letter or (c) with respect to any Special
Termination Advance, the rate per annum specified in the Fee Letter. 
 “Applied Downgrade Advance” has
the meaning specified in Section 2.06(a). 
 “Applied Non-Extension Advance” has the meaning
specified in Section 2.06(a). 
 “Applied Provider Advance” has the meaning specified in
Section 2.06(a). 
 “Applied Special Termination Advance” has the meaning assigned to such term in
Section 2.05. 
 “Bankruptcy Code” means the United States Bankruptcy Code, 11 United States Code
§§101 et seq., as amended from time to time, or any successor statutes thereto. 
 “Bankruptcy
Court” means the Bankruptcy Court for the Southern District of New York. 
 “Bankruptcy Court
Order” means the Bankruptcy Court order entitled “Order Pursuant to 11 U.S.C. §§ 105(a), 362, 363, 364, 503(b) and 507 and Fed. R. Bankr. P. 4001 and 6004 (I) Authorizing Debtors to Obtain Postpetition Secured First
Priority Aircraft Financing and Grant Security Interests and Liens with Respect Thereto, (II) Authorizing Debtors to Repay Existing Prepetition Debt Relating to Certain Aircraft and (III) Granting Related Relief”, dated February 15, 2013
and entered by the Bankruptcy Court on February 15, 2013 (ECF No. 6718). 
 “Base Rate” means
a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers, as published for each day in the period for which the Base Rate is to be determined (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so
published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Liquidity Provider from three Federal funds brokers of recognized standing selected by it (and reasonably satisfactory to
American) plus one-quarter of one percent (0.25%). 
  

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 “Base Rate Advance” means an Advance that bears interest at a rate
based upon the Base Rate. 
 “Borrower” has the meaning specified in the introductory paragraph to this
Agreement. 
 “Borrowing” means the making of Advances requested by delivery of a Notice of Borrowing.

 “Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks are
required or authorized to close in New York, New York, Fort Worth, Texas, Wilmington, Delaware, or, so long as any Class B Certificate is outstanding, the city and state in which the Class B Trustee, the Borrower or any related Loan Trustee
maintains its Corporate Trust Office or receives or disburses funds, and, if the applicable Business Day relates to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings are carried on in the London interbank
market. 
 “Code” means U.S. Internal Revenue Code of 1986, as amended. 

“Covered Taxes” means any Taxes imposed by the United States, or any political subdivision or taxing authority
thereof or therein, that are required by law to be deducted or withheld from any amounts payable to the Liquidity Provider under this Agreement other than (i) any Tax on, based on or measured by net income, franchises or conduct of business,
(ii) any Tax imposed, levied, withheld or assessed as a result of any connection between the Liquidity Provider and the United States or such political subdivision or taxing authority, other than a connection arising solely from the Liquidity
Provider’s having executed, delivered, performed its obligations or received a payment under, or enforced, any Operative Agreement, (iii) any Tax attributable to the inaccuracy in or breach by the Liquidity Provider of any of its
representations, warranties or covenants contained in any Operative Agreement to which it is a party or the inaccuracy of any form, certificate or document furnished pursuant thereto, (iv) any withholding Taxes imposed by the United States
except to the extent such withholding Taxes would not have been required to be deducted or withheld from payments hereunder but for a change after the date hereof in the U.S. Internal Revenue Code or the Treasury Regulations thereunder that affects
the exemption for income that is effectively connected with the conduct of a trade or business within the United States, (v) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider
failing to deliver to the Borrower any form, certificate or document (which form, certificate or document, in the good faith judgment of the Liquidity Provider, it is legally entitled to provide) which is reasonably requested by the Borrower to
establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax, (vi) Taxes imposed in connection with any change in the Lending Office without the prior written consent of American (such consent
not to be unreasonably withheld) or (vii) Taxes imposed under FATCA. 
 “Downgrade Advance” means
an Advance made pursuant to Section 2.02(b)(ii). 
 “Downgrade Event” means any downgrading of, or
any suspension or withdrawal of any applicable rating of, the Liquidity Provider by any Rating Agency such that after such downgrading, suspension or withdrawal the Liquidity Provider does not have either the 

 
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minimum Long-Term Rating or the minimum Short-Term Rating, if applicable, specified for such Rating Agency in the definition of “Threshold Rating”. The occurrence of a Downgrade Event
shall be determined separately for each Rating Agency. For the avoidance of doubt, a Downgrade Event shall not occur with respect to a Rating Agency so long as the Liquidity Provider has either of the applicable Threshold Ratings specified for such
Rating Agency. 
 “Effective Date” has the meaning specified in Section 4.01. The delivery of the
certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred. 
 “Excluded Taxes” means (a) Taxes imposed on the overall net income of the Liquidity Provider, (b) Taxes imposed on the “effectively connected income” of its
Lending Office, (c) Covered Taxes that are indemnified pursuant to Section 3.03 hereof, and (d) Taxes described in clause (i) and clauses (iii) through (vii) in the definition of “Covered Taxes”.

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

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

“FATCA” means Sections 1471 through 1474 of the Code, any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the
implementation of such Sections of the Code. 
 “Final Advance” means an Advance made pursuant to
Section 2.02(c). 
 “Final Order” means an order or judgment entered by the Bankruptcy Court as to
which (a) any right to appeal or seek certiorari, review, reargument, stay or rehearing has been waived, (b) the time to appeal or seek certiorari, review, reargument, stay or rehearing has expired and no appeal or petition for certiorari,
review, reargument, stay or rehearing is pending, or (c) an appeal has been taken or petition for certiorari, review, reargument, stay or rehearing has been filed and (i) such appeal or petition for certiorari, review, reargument, stay or
rehearing has been resolved by the highest court to which the order or judgment was appealed or from which certiorari, review, reargument, stay or rehearing was sought, or (ii) the time to appeal further or seek certiorari, further review,
reargument, stay or rehearing has expired and no such further appeal or petition for certiorari, review, reargument, stay or rehearing is pending; provided, however, that the possibility that a motion pursuant to Rule 60 of the Federal Rules of
Civil Procedure, or any analogous rule, may be filed relating to such order or judgment shall not cause such order or judgment not to be a Final Order. 
  

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 “Head Office” has the meaning specified in Section 7.16.

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

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

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

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

(i) the period beginning on the third Business Day following either (A) the Liquidity Provider’s receipt of the
Notice of Borrowing for such LIBOR Advance or (B) the date of the withdrawal of funds from the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates as contemplated by Section 2.06(a) hereof and, in
each case, ending on the next numerically corresponding day in the sixth calendar month after the first day of the applicable Interest Period; and 
 (ii) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the numerically corresponding day in the sixth calendar month after the first day of the
applicable Interest Period; 
 provided, however, that if (x) the Final Advance shall have been made pursuant to
Section 2.02(c) or (y) other outstanding Advances shall have been converted into the Final Advance pursuant to Section 6.01(a), then the Interest Periods shall be successive periods of one month beginning on (A) the third
Business Day following the Liquidity Provider’s receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x) above) or (B) the Regular Distribution Date following such conversion (in the case of clause
(y) above). 
 “Lending Office” means the lending office of the Liquidity Provider through which it
acts for purposes of this Agreement, which is presently located at 1251 Avenue of the Americas, New York, New York 10020, or such other lending office as the Liquidity Provider from time to time shall notify the Borrower as its lending office
hereunder; provided that the Liquidity Provider shall not change its Lending Office without the prior written consent of American (such consent not to be unreasonably withheld). 

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

“LIBOR Rate” means, with respect to any Interest Period, (a) the interest rate per annum equal to the rate
per annum at which deposits in Dollars are offered in the London interbank market as shown on the Reuters Screen LIBOR01 (or such other page or screen as may replace such Reuters Screen) at approximately 11:00 a.m. (London time) on the day that is
two Business Days prior to the first day of such Interest Period, for a period comparable to such Interest Period, 
  

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or (b) if no such rate appears on such Reuters Screen (or otherwise as aforesaid), the interest rate per annum equal to the average (rounded up, if necessary, to the nearest 1/100th of 1%)
of the rates per annum at which deposits in Dollars are offered by the Reference Banks (or, if fewer than all of the Reference Banks are quoting a rate for deposits in Dollars for the applicable period and amount, such fewer number of Reference
Banks) at approximately 11:00 a.m. (London time) on the day that is two Business Days prior to the first day of such Interest Period to prime banks in the London interbank market for a period comparable to such Interest Period and in an amount
approximately equal to the principal amount of the LIBOR Advance to be outstanding during such Interest Period, or (c) if none of the Reference Banks is quoting a rate for deposits in Dollars in the London interbank market for such a period and
amount, the interest rate per annum equal to the average (rounded up, if necessary, to the nearest 1/100th of 1%) of the rates at which deposits in Dollars are offered by the principal New York offices of the Reference Banks (or, if fewer than all
of the Reference Banks are quoting a rate for deposits in Dollars in the New York interbank market for the applicable period and amount, such fewer number of Reference Banks) at approximately 11:00 a.m. (New York time) on the day that is two
Business Days prior to the first day of such Interest Period to prime banks in the New York interbank market for a period comparable to such Interest Period and in an amount approximately equal to the principal amount of the LIBOR Advance to be
outstanding during such Interest Period, or (d) if none of the principal New York offices of the Reference Banks is quoting a rate for deposits in Dollars in the New York interbank market for the applicable period and amount, the Base Rate;
provided, that solely with respect to any Unapplied Downgrade Advance that is a LIBOR Advance, if the LIBOR Rate determined as provided above with respect to such Unapplied Downgrade Advance for any Interest Period would be less than
1.00% per annum, then the LIBOR Rate with respect to such Unapplied Downgrade Advance for such Interest Period shall be deemed to be 1.00% per annum. 
 “Liquidity Event of Default” means the occurrence of either (a) the Acceleration of all of the Equipment Notes (provided that, with respect to the period prior to the
Delivery Period Termination Date, the aggregate principal balance of such Equipment Notes is in excess of $524,635,000) or (b) an American Bankruptcy Event. 
 “Liquidity Indemnitee” means the Liquidity Provider, its directors, officers, employees and agents, and its successors and permitted assigns. 

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

“Maximum Available Commitment” means, subject to the proviso contained in the third sentence of
Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time less (b) the aggregate amount of each Interest Advance outstanding at such time; provided that following a Provider Advance, a Special
Termination Advance or a Final Advance, the Maximum Available Commitment shall be zero. 
 “Maximum
Commitment” means (a) initially $14,390,565, as the same may be reduced from time to time in accordance with Section 2.04(a) and, (b) at all times after the date after which there can be no increase in the interest rate
on the Class B Certificates pursuant to Section 
  

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2(d) of the Registration Rights Agreement (the “Step-Up Termination Date”), $13,215,825, as the same may be reduced from time to time in accordance with
Section 2.04(a); provided, however, that the foregoing clause (b) shall not apply during any period in which the interest rate on the Class B Certificates shall have been increased pursuant to Section 2(d) of the
Registration Rights Agreement. 
 “Natixis” has the meaning specified in the introductory paragraph to
this Agreement. 
 “Non-Extension Advance” means an Advance made pursuant to Section 2.02(b)(i).

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

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

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

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

“Offering Memorandum” means the Offering Memorandum, dated March 5, 2013, relating to the Class A
Certificates and the Class B Certificates, as such Offering Memorandum may be amended or supplemented. 

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

“Performing Note Deficiency” means any time that less than 65% of the then aggregate outstanding principal amount
of all Equipment Notes are Performing Equipment Notes. 
 “Provider Advance” means a Downgrade Advance
or a Non-Extension Advance. 
 “Rate Determination Notice” has the meaning specified in
Section 3.07(g). 
 “Reference Banks” means the principal London offices of: Barclays Bank plc;
JPMorgan Chase Bank; and Natixis; and such other or additional banking institutions as may be designated from time to time by mutual agreement of American and the Liquidity Provider. 

“Regulatory Change” means (x) the enactment, adoption or promulgation, after the date of this Agreement, of
any law or regulation by a United States federal or state government or by any government having jurisdiction over the Liquidity Provider, or any change, after the date of this Agreement, in any such law or regulation, or in the interpretation
thereof by any governmental authority, central bank or comparable agency of the United States or any government having jurisdiction over the Liquidity Provider charged with responsibility for the administration or application thereof, that shall
impose, modify or deem applicable, or (y) the compliance by the Liquidity Provider (or its head office) with any applicable direction or requirement (whether or not having the force of law) of any central bank or competent governmental or other
authority, after the date of this Agreement, with respect to: (a) any reserve, special deposit or similar requirement against extensions of credit or other assets of, or deposits with or other liabilities of, the Liquidity Provider including,
or by reason of, the 
  
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Advances, or (b) any capital adequacy requirement requiring the maintenance by the Liquidity Provider of additional capital in respect of any Advances or the Liquidity Provider’s
obligation to make any such Advances, or (c) any requirement to maintain liquidity or liquid assets in respect of the Liquidity Provider’s obligation to make any such Advances, or (d) any Taxes (other than Excluded Taxes) with respect
to the amounts payable or paid hereunder to the Liquidity Provider or any change in the basis of taxation of any amounts payable hereunder to the Liquidity Provider (other than in respect of Excluded Taxes). 

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

“Required Amount” means, for any day, the sum of the aggregate amount of interest, calculated at the rate per
annum equal to the Stated Interest Rate for the Class B Certificates on the basis of a 360-day year comprised of twelve 30-day months, that would be payable on the Class B Certificates on each of the three successive semiannual Regular Distribution
Dates immediately following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of the Class B Certificates on
such day and without regard to expected future distributions of principal on the Class B Certificates; provided that at any time prior to the Step-Up Termination Date, the Required Amount shall be calculated assuming the application of the
additional margin of 0.50% specified in the definition of Stated Interest Rate with respect to the Class B Certificates (whether or not such additional margin shall otherwise apply). 

“Special Termination Advance” means an Advance made pursuant to Section 2.02(d), other than any portion of
such Advance that becomes an Applied Special Termination Advance. 
 “Special Termination Notice” means
the Notice of Special Termination substantially in the form of Annex VII to this Agreement. 
 “Step-Up
Termination Date” has the meaning specified in the definition of “Maximum Commitment”. 

“Termination Date” means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on
which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class B Certificates have been paid in full (or provision has been made for such payment in accordance
with the Intercreditor Agreement and the Class B Trust Agreement) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a
Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.05(e) of the Intercreditor Agreement; (iv) the fifth Business Day following the
receipt by the Borrower of a Termination Notice or a Special Termination Notice from the Liquidity Provider pursuant to Section 6.01(a) or 6.01(b), as applicable; and (v) the date on which no Advance is or may (including by reason of
reinstatement as herein provided) become available for a Borrowing hereunder. 
 “Termination Notice”
means the Notice of Termination substantially in the form of Annex VI to this Agreement. 
  
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 “Unapplied Downgrade Advance” means any Downgrade Advance other
than an Applied Downgrade Advance. 
 “Unapplied Non-Extension Advance” means any Non-Extension Advance
other than an Applied Non-Extension Advance. 
 “Unapplied Provider Advance” means any Provider Advance
other than an Applied Provider Advance. 
 “Unpaid Advance” has the meaning specified in
Section 2.05. 
 For the purposes of this Agreement, the following terms shall have the respective meanings specified in
the Intercreditor Agreement: 
 “Acceleration”, “Additional Certificates”, “American”,
“American Bankruptcy Event”, “Certificate”, “Certificate Purchase Agreement”, “Class A Certificates”, “Class B Cash Collateral Account”, “Class B Certificates”, “Class B
Certificateholders”, “Class B Trust”, “Class B Trust Agreement”, “Class B Trustee”, “Closing Date”, “Collection Account”, “Corporate Trust Office”, “Delivery Period Termination
Date”, “Distribution Date”, “Dollars”, “Downgraded Facility”, “Equipment Notes”, “Fee Letter”, “Final Legal Distribution Date”, “Indenture”, “Initial Purchasers”,
“Interest Payment Date”, “Investment Earnings”, “Liquidity Facility”, “Loan Trustee”, “Long-Term Rating”, “Non-Extended Facility”, “Operative Agreements”, “Participation
Agreements”, “Performing Equipment Note”, “Person”, “Pool Balance”, “Rating Agencies”, “Registration Rights Agreement”, “Regular Distribution Date”, “Replacement Liquidity
Facility”, “Responsible Officer”, “Series B Equipment Notes”, “Scheduled Payment”, “Short-Term Rating”, “Special Payment”, “Stated Interest Rate”, “Subordination Agent”,
“Taxes”, “Threshold Rating”, “Trust Agreement”, “Trustee” and “United States”. 

ARTICLE II 

AMOUNT AND TERMS OF THE COMMITMENT 
 Section 2.01 The Advances. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any
Business Day during the period from the Effective Date until 12:00 noon (New York City time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an
aggregate amount at any time outstanding not to exceed the Maximum Commitment. 
 Section 2.02 Making of Advances.
(a) Each Interest Advance shall be made by the Liquidity Provider upon delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex I, signed by a Responsible Officer of the
Borrower, such Interest Advance to be in an amount not exceeding the Maximum Available Commitment at such time and used solely for the payment when due of interest with respect to the Class B Certificates at the Stated Interest Rate therefor in
accordance with Section 3.05(a) and 3.05(b) of the Intercreditor Agreement. Each Interest Advance made hereunder shall 
  

Revolving Credit Agreement (Class B) 
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automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as
provided in the next sentence). Upon repayment to the Liquidity Provider in full or in part of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum
Available Commitment shall be reinstated by an amount equal to the amount of such Interest Advance so repaid, but not to exceed the Maximum Commitment; provided, however, that the Maximum Available Commitment shall not be so reinstated
at any time if (x) both a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing or (y) a Final Advance, a Downgrade Advance, a Non-Extension Advance or a Special Termination Advance shall
have occurred. 
 (b) (i) A Non-Extension Advance shall be made by the Liquidity Provider if this Agreement is not extended
in accordance with Section 3.05(d) of the Intercreditor Agreement unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.05(d), upon delivery
to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be
used to fund the Class B Cash Collateral Account in accordance with Sections 3.05(d) and 3.05(f) of the Intercreditor Agreement. 

(ii) A Downgrade Advance shall be made by the Liquidity Provider upon the occurrence of a Downgrade Event (as provided for in
Section 3.05(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.05(c), upon delivery to the Liquidity
Provider of a written and completed Notice of Borrowing in substantially the form of Annex III, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund
the Class B Cash Collateral Account in accordance with Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement. 
 (c) A
Final Advance shall be made by the Liquidity Provider following the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01(a) upon delivery to the Liquidity Provider of a written and completed
Notice of Borrowing in substantially the form of Annex IV, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class B Cash Collateral Account (in
accordance with Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement). 
 (d) A Special Termination Advance shall be made
in a single Borrowing upon the receipt by the Borrower of a Special Termination Notice from the Liquidity Provider pursuant to Section 6.01(b), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in
substantially the form of Annex V, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the Class B Cash Collateral Account (in accordance with
Section 3.05(f) and Section 3.05(k) of the Intercreditor Agreement). 
  
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 (e) Each Borrowing shall be made by notice in writing (a “Notice of
Borrowing”) in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect
of any Borrowing no later than 12:30 p.m. (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to such requested Borrowing, the Liquidity Provider shall make available to
the Borrower, in accordance with its payment instructions, the amount of such Borrowing in Dollars and immediately available funds, before 4:00 p.m. (New York City time) on such Business Day or before 12:30 p.m. (New York City time) on such later
Business Day specified in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing after 12:30 p.m. (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in
Section 4.02 with respect to such requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in Dollars and immediately available funds, before
1:00 p.m. (New York City time) on the first Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be
made by wire transfer of immediately available funds to the Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be
irrevocable and binding on the Borrower. Each Notice of Borrowing shall be effective upon delivery of a copy thereof to the Liquidity Provider at the address and in the manner specified in Section 7.02 hereof. 

(f) Upon the making of any Advance requested pursuant to a Notice of Borrowing in accordance with the Borrower’s payment
instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of
such Notice of Borrowing to the Borrower or to any other Person (including the Class B Trustee or any Class B Certificateholder). If the Liquidity Provider makes an Advance requested pursuant to a Notice of Borrowing before 12:00 noon (New York City
time) on the second Business Day after the date of payment specified in Section 2.02(e), the Liquidity Provider shall have fully discharged its obligations hereunder with respect to such Advance and an event of default shall not have occurred
hereunder. Following the making of any Advance pursuant to Section 2.02(b), 2.02(c) or 2.02(d) to fund the Class B Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class B Cash Collateral Account, such
Advance or any other amounts from time to time on deposit in the Class B Cash Collateral Account; provided that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by
Section 3.05(e) or 3.05(f) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and
assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested. 
 Section 2.03 Fees. The Borrower agrees to pay to the Liquidity Provider the fees set forth in the Fee Letter. 

 
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 Section 2.04 Reduction or Termination of the Maximum Commitment.
(a) Automatic Reduction. Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class B Certificates, the occurrence of the Step-Up Termination Date or otherwise, the
Maximum Commitment shall automatically be reduced to an amount equal to such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider
and American within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect any such automatic reduction of the Maximum Commitment. 
 (b) Termination. Upon the making of any Provider Advance, Special Termination Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider
to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder. 
 Section 2.05 Repayments of Interest Advances, the Special Termination Advance or the Final Advance. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without notice
of an Advance or demand for repayment from the Liquidity Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider (a) on each date on which the Liquidity Provider shall make
an Interest Advance, the Special Termination Advance or the Final Advance, an amount equal to the amount of such Advance (any such Advance, until repaid, is referred to herein as an “Unpaid Advance”), plus (b) interest
on the amount of each such Unpaid Advance in the amounts and on the dates determined as provided in Section 3.07; provided that if (i) the Liquidity Provider shall make a Provider Advance at any time after making one or more
Interest Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have
reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may
be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes of
Section 2.06(b)); provided, further, that amounts in respect of a Special Termination Advance withdrawn from the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates in accordance with
Section 3.05(f) of the Intercreditor Agreement (the portion of the outstanding Special Termination Advance equal to the amount of any such withdrawal, but not in excess of the outstanding Special Termination Advance, being an
“Applied Special Termination Advance”) shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable
thereon; provided, further, that if, following the making of a Special Termination Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01(a), such Special Termination Advance
(including any portion thereof that is an Applied Special Termination Advance) shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; and,
provided, further, that if, after 
  

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making a Provider Advance, the Liquidity Provider delivers a Special Termination Notice to the Borrower pursuant to Section 6.01(b), any Unapplied Provider Advance shall be converted to and
treated as a Special Termination Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon and the obligation for repayment thereof under the Intercreditor Agreement. The Borrower and the
Liquidity Provider agree that the repayment in full of each Interest Advance, Special Termination Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the
Liquidity Provider. For the avoidance of doubt, interest payable on an Interest Advance, Special Termination Advance or the Final Advance shall not be regarded as overdue unless such interest is not paid when due under Section 3.07. 

Section 2.06 Repayments of Provider Advances. (a) Amounts advanced hereunder in respect of a Provider Advance shall be
deposited in the Class B Cash Collateral Account and invested and withdrawn from the Class B Cash Collateral Account as set forth in Sections 3.05(c), 3.05(d), 3.05(e) and 3.05(f) of the Intercreditor Agreement. Subject to Sections 2.07 and 2.09,
the Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance, in the
amounts determined as provided in Section 3.07; provided, however, that amounts in respect of a Provider Advance withdrawn from the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates in
accordance with Section 3.05(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y), in the case of a Downgrade Advance, an “Applied Downgrade Advance” and (z) in the case of a Non-Extension
Advance, an “Applied Non-Extension Advance” and together with an Applied Downgrade Advance, an “Applied Provider Advance”) shall thereafter (subject to Section 2.06(b)) be treated as an Interest
Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; provided, further, however, that if, following the making of a Provider Advance, the Liquidity Provider
delivers a Termination Notice to the Borrower pursuant to Section 6.01(a), such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable
thereon. Subject to Sections 2.07 and 2.09, immediately upon the withdrawal of any amounts from the Class B Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the
Provider Advances in a principal amount equal to such reduction, plus interest on the principal amount so repaid as provided in Section 3.07. 
 (b) At any time when an Applied Provider Advance or Applied Special Termination Advance (or any portion thereof) is outstanding, upon the deposit in the Class B Cash Collateral Account of any amount
pursuant to clause “fourth” of Section 3.02 of the Intercreditor Agreement (any such amount being a “Replenishment Amount”) for the purpose of replenishing or increasing the balance thereof up to the Required
Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances and Applied Special Termination Advances (and of Provider Advances and Special Termination Advances treated as Interest Advances for purposes
of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount, and (ii) the aggregate outstanding principal amount of all Unapplied Provider Advances shall
be automatically increased by the amount of such Replenishment Amount. 
  
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 (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement
in accordance with Section 3.05(e) of the Intercreditor Agreement, as provided in Section 3.05(f) of the Intercreditor Agreement, amounts remaining on deposit in the Class B Cash Collateral Account after giving effect to any Applied
Provider Advance on the date of such replacement shall be reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in full to the Liquidity Provider all amounts owing to it hereunder. 

Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement. In order to provide for payment or
repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant
to the terms of the Intercreditor Agreement (including, without limitation, Section 3.05(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof (but, for the avoidance of doubt, without
duplication of or increase in any amounts payable hereunder). Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider in the order of priority required by the applicable provisions of Articles II and III of the
Intercreditor Agreement and shall discharge in full the corresponding obligations of the Borrower hereunder. 

Section 2.08 Book Entries. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; provided, however, that the failure
by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances. 
 Section 2.09 Payments from Available Funds Only. All payments to be made by the Borrower under this Agreement shall be made only from the amounts that constitute Scheduled Payments, Special
Payments and other payments under the Operative Agreements, including payment under Section 4.02 of the Participation Agreements and payments under Section 2.14 of the Indentures, and only to the extent that the Borrower shall have
sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees
that it will look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts
payable or liability under this Agreement except as expressly provided in this Agreement, the Intercreditor Agreement or any Participation Agreement. Amounts on deposit in the Class B Cash Collateral Account shall be available to the Borrower to
make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.05(f) of the Intercreditor Agreement. 
 Section 2.10 Extension of the Expiry Date; Non-Extension Advance. If the Liquidity Provider notifies the Borrower in writing before the 25th day prior to an anniversary date of the Closing Date that is prior
to the 15th day after the Final Legal Distribution Date
for the Class B Certificates (such notification, a “Non-Extension Notice”; the date of such notification, the 
  

Revolving Credit Agreement (Class B) 
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“Notice Date”) that its obligation to make Advances hereunder shall not be extended beyond the immediately following anniversary date of the Closing Date (and if the
Liquidity Provider shall not have been replaced in accordance with Section 3.05(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after the Notice Date (but prior to such anniversary date) to request a Non-Extension
Advance in accordance with Section 2.02(b)(i) and Section 3.05(d) of the Intercreditor Agreement. 
 ARTICLE III

 OBLIGATIONS OF THE BORROWER 
 Section 3.01 Increased Costs. Without duplication of any rights created by Section 3.03, if as a result of any Regulatory Change there shall be any increase by an amount reasonably deemed
by the Liquidity Provider to be material in the actual cost to the Liquidity Provider of making, funding or maintaining any Advances or its obligation to make any such Advances or there shall be any reduction by an amount reasonably deemed by the
Liquidity Provider to be material in the amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect thereof, and in case of either such an increase or reduction, such event does not arise from the
gross negligence or willful misconduct of the Liquidity Provider, from its breach of any of its representations, warranties, covenants or agreements contained herein or in the Intercreditor Agreement or from its failure to comply with any such
Regulatory Change (any such increase or reduction being referred to herein as an “Increased Cost”), then, subject to Sections 2.07 and 2.09, the Borrower shall from time to time pay to the Liquidity Provider an amount equal
to such Increased Cost within 10 Business Days after delivery to the Borrower and American of a certificate of an officer of the Liquidity Provider describing in reasonable detail the event by reason of which it claims such Increased Cost and the
basis for the determination of the amount of such Increased Cost; provided that the Borrower shall be obligated to pay amounts only with respect to any Increased Costs accruing from the date 120 days prior to the date of delivery of such
certificate. Such certificate, in the absence of manifest error, shall be considered prima facie evidence of the amount of the Increased Costs for purposes of this Agreement; provided that any determinations and allocations by the Liquidity
Provider of the effect of any Regulatory Change on the costs of maintaining the Advances or the obligation to make Advances are made on a reasonable basis. For the avoidance of doubt, the Liquidity Provider shall not be entitled to assert any claim
under this Section 3.01 in respect of or attributable to Excluded Taxes. The Liquidity Provider will notify the Borrower and American as promptly as practicable of any event occurring after the date of this Agreement that will entitle the
Liquidity Provider to compensation under this Section 3.01. The Liquidity Provider agrees to investigate all commercially reasonable alternatives for reducing any Increased Costs and to use all commercially reasonable efforts to avoid or
minimize, to the greatest extent possible, any claim in respect of Increased Costs, including, without limitation, by designating a different Lending Office, if such designation or other action would avoid the need for, or reduce the amount of, any
such claim; provided that the foregoing shall not obligate the Liquidity Provider to take any action that would, in its reasonable judgment, cause the Liquidity Provider to take any action that is not materially consistent with its internal
policies or is otherwise materially disadvantageous to the Liquidity Provider or that would cause the Liquidity Provider to incur any material loss or cost, unless the Borrower or American agrees to reimburse or indemnify the 

 
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Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, such notice fails to avoid the need for any claim in respect of Increased Costs, American may
arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. 

Notwithstanding the foregoing provisions, in no event shall the Borrower be required to make payments under this Section 3.01:
(a) in respect of any Regulatory Change proposed by any applicable governmental authority (including any branch of a legislature), central bank or comparable agency of the United States or the Liquidity Provider’s jurisdiction of
organization or in which its Lending Office is located and pending as of the date of this Agreement (it being agreed that the Regulatory Changes contemplated by the Consultative Documents issued by the Basel Committee on Banking Supervision entitled
“Strengthening the resilience of the banking sector” and “International framework for liquidity risk measurement, standards and monitoring,” each dated December 2009, shall not be considered to have been proposed or pending as of
the date of this Agreement); (b) if a claim hereunder in respect of an Increased Cost arises through circumstances peculiar to the Liquidity Provider and that do not affect similarly organized commercial banking institutions in the same
jurisdiction generally that are in compliance with the law, rule, regulation or interpretation giving rise to the Regulatory Change relating to such Increased Cost; (c) if the Liquidity Provider shall fail to comply with its obligations under
this Section 3.01 or (d) if the Liquidity Provider is not also seeking payment for similar increased costs in other similarly situated transactions related to the airline industry. 

Section 3.02 Intentionally omitted.  
 Section 3.03 Withholding Taxes. (a) All payments made by the Borrower under this Agreement shall be made without deduction or withholding for or on account of any Taxes, unless such
deduction or withholding is required by law. If any Taxes are so required to be withheld or deducted from any amounts payable to the Liquidity Provider under this Agreement, then, subject to Sections 2.07 and 2.09, the Borrower shall deduct or
withhold and shall pay to the relevant authorities the full amount so required to be deducted or withheld and, without duplication of any rights created by Section 3.01, if such Taxes are Covered Taxes, pay to the Liquidity Provider such
additional amounts as shall be necessary to ensure that the net amount actually received by the Liquidity Provider (after deduction or withholding of all Covered Taxes) shall be equal to the full amount that would have been received by the Liquidity
Provider had no withholding or deduction of Covered Taxes been required. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the
Liquidity Provider. If the Liquidity Provider receives a refund of, or realizes a net Tax benefit not otherwise available to it as a result of, any Taxes for which additional amounts were paid by the Borrower pursuant to this Section 3.03, the
Liquidity Provider shall pay to the Borrower (for deposit into the Collection Account) the amount of such refund (and any interest thereon), net of any related out-of-pocket expenses, or net benefit. Notwithstanding anything to the contrary in this
paragraph (a), in no event will the Liquidity Provider be required to pay any amount to the Borrower pursuant to this paragraph (a) the payment of which would place the Liquidity Provider in a less favorable net after-Tax position than the
Liquidity Provider would have been in if the return or net benefit giving rise to such refund had never been paid. 
  

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 The Liquidity Provider will (i) provide (on its behalf and on behalf of any
participant holding a Participation pursuant to Section 7.08) to the Borrower (x) on or prior to the Effective Date two valid completed and executed originals of Internal Revenue Service Form W-9, W-8BEN or W-8ECI (whichever is
applicable), including thereon a valid U.S. taxpayer identification number (or, with respect to any such participant, such other form or documentation as may be applicable) covering all amounts receivable by it in connection with the transactions
contemplated by the Operative Agreements and (y) thereafter from time to time such additional forms or documentation as may be necessary to establish an available exemption from withholding of United States Tax on payments hereunder so that
such forms or documentation are effective for all periods during which it is the Liquidity Provider and (ii) provide timely notice to the Borrower if any such form or documentation is or becomes inaccurate. The Liquidity Provider shall deliver
to the Borrower such other forms or documents as may be reasonably requested by the Borrower or required by applicable law to establish that payments hereunder are exempt from or entitled to a reduced rate of Covered Taxes. 

(b) All payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and
clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed
therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the additional amounts payable under clause (ii) hereof) and make such reports or
returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) will be sufficient to yield to the Borrower the
full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or
other documentary evidence of) the payment of the Taxes applicable to such payment. 
 If any exemption from, or reduction in
the rate of, any Taxes required to be borne by the Liquidity Provider under this Section 3.03(b) is reasonably available to the Borrower without providing any information regarding the holders or beneficial owners of the Certificates, the
Borrower shall deliver the Liquidity Provider such form or forms and such other evidence of the eligibility of the Borrower for such exemption or reductions (but without any requirement to provide any information regarding the holders or beneficial
owners of the Certificates) as the Liquidity Provider may reasonably identify to the Borrower as being required as a condition to exemption from, or reduction in the rate of, such Taxes. 

(c) If a payment made to the Liquidity Provider under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if
the Liquidity Provider were to fail to comply with the applicable reporting and other requirements of FATCA, the Liquidity Provider shall deliver to the Borrower at such time or times reasonably requested by the Borrower such documentation
prescribed by applicable law (including as prescribed by 
  
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Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Borrower to comply with its obligations under FATCA and to determine that the Liquidity Provider has or has not complied
with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. 
 Section 3.04
Payments. Subject to Sections 2.07 and 2.09, the Borrower shall make or cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 p.m.
(New York City time) on the day when due. The Borrower shall make all such payments in Dollars, to the Liquidity Provider in immediately available funds, by wire transfer to the account of Natixis S.A., acting via its New York Branch, at
[        ], or to such other U.S. bank account as the Liquidity Provider may from time to time direct the Subordination Agent. 
 Section 3.05 Computations. All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest
based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. 

Section 3.06 Payment on Non-Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance
is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest will be payable on
such Advance on the next Interest Payment Date for such Advance. 
 Section 3.07 Interest. (a) Subject to
Sections 2.07 and 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied Provider
Advance or Applied Special Termination Advance, from and including the date on which the amount thereof was withdrawn from the Class B Cash Collateral Account to pay interest on the Class B Certificates) to but excluding the date such principal
amount shall be paid in full (or, in the case of an Applied Provider Advance or Applied Special Termination Advance, the date on which the Class B Cash Collateral Account is fully replenished in respect of such Advance) and (ii), to the extent
permitted by law, any other amount due hereunder (whether fees, commissions, expenses or other amounts or installments of interest on Advances or any such other amount) that is not paid when due (whether at stated maturity, by acceleration or
otherwise) from and including the due date thereof to but excluding the date such amount is paid in full, in each such case, at the interest rate per annum for each day that such amount remains overdue and unpaid equal to the Applicable Liquidity
Rate for such Advance or such other amount, as the case may be, as in effect for such day, but in no event in any case referred to in clause (i) or (ii) above at a rate per annum greater than the maximum rate permitted by applicable law;
provided, however, 
  
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that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then to the maximum extent permitted
by applicable law any subsequent reduction in such interest rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the
absolute amount of interest that would have accrued (without additional interest thereon) if such otherwise applicable interest rate as set forth in this Section 3.07 had at all relevant times been in effect. 

(b) Except as provided in Section 3.07(e), each Advance will be either a Base Rate Advance or a LIBOR Advance as provided in this
Section 3.07. Each such Advance will be a Base Rate Advance for the period from the date of its borrowing to (but excluding) the third Business Day following the Liquidity Provider’s receipt of the Notice of Borrowing for such Advance.
Thereafter, such Advance shall be a LIBOR Advance; provided that a Provider Advance shall always be a LIBOR Advance unless the Borrower elects otherwise. 
 (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in
arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid).

 (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such
Base Rate Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest
accrued on the amount of principal repaid). 
 (e) Each outstanding Unapplied Non-Extension Advance shall bear interest in an
amount equal to the Investment Earnings plus the Applicable Margin on amounts on deposit in the Class B Cash Collateral Account for such Unapplied Non-Extension Advance on the amount of such Unapplied Non-Extension Advance, from time to time,
payable in arrears on each Regular Distribution Date. 
 (f) Each amount not paid when due hereunder (whether fees, commissions,
expenses or other amounts or installments of interest on Advances but excluding Advances) shall bear interest, to the extent permitted by applicable law, at a rate per annum equal to the Base Rate plus 2.0% per annum until paid. 

(g) If at any time, the Liquidity Provider shall have determined (which determination shall be conclusive and binding upon the Borrower,
absent manifest error) that, by reason of circumstances affecting the relevant interbank lending market generally, the LIBOR Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to the
Liquidity Provider (as conclusively certified by the Liquidity Provider, absent manifest error) of making or maintaining Advances, the Liquidity Provider shall give facsimile or telephonic notice thereof (a “Rate Determination
Notice”) to the Borrower. If such notice is given, then the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances effective from the date of the Rate Determination Notice; 

 
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provided that the Applicable Liquidity Rate in respect of such Base Rate Advances shall be increased by one per cent (1.00%). The Liquidity Provider shall withdraw a Rate Determination
Notice given hereunder when the Liquidity Provider determines that the circumstances giving rise to such Rate Determination Notice no longer apply to the Liquidity Provider, and the Base Rate Advances shall be converted to LIBOR Advances effective
as the first day of the next succeeding Interest Period after the date of such withdrawal. Each change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect to any Advance or
other amount shall be referred to as the “Applicable Liquidity Rate”. 
 Section 3.08
Replacement of Borrower. Subject to Section 5.02, from time to time and subject to the successor Borrower’s meeting the eligibility requirements set forth in Section 6.09 of the Intercreditor Agreement applicable to the
Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VIII (a “Notice of Replacement Subordination
Agent”) delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall become the Borrower for all purposes hereunder. 
 Section 3.09 Funding Loss Indemnification. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the
reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance
(but excluding loss of the Applicable Margin or anticipated profits) incurred as a result of: 
 (1) Any
repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or 
 (2)
Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02. 
 Section 3.10 Illegality. Notwithstanding any other provision in this Agreement, if any change in any law, rule or regulation applicable to or binding on the Liquidity Provider, or any change
in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider with any request or directive
(whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity Provider to maintain or fund its LIBOR Advances, then upon notice to the Borrower and American
by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such change or compliance with such request, in the reasonable
judgment of the Liquidity Provider, requires immediate conversion; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. The Liquidity Provider will notify the Borrower and
American as promptly as practicable of any event that will or to its knowledge is reasonably likely to lead to the conversion of LIBOR Advances to Base Rate Advances under this Section 3.10; provided that a failure by the Liquidity
Provider to notify the Borrower or American of an event that is reasonably likely to lead to such 
  
 Revolving Credit Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC)


  
 20 









 
a conversion prior to the time that it is determined that such event will lead to such a conversion shall not prejudice the rights of the Liquidity Provider under this Section 3.10. The
Liquidity Provider agrees to investigate all commercially reasonable alternatives for avoiding the need for such conversion, including, without limitation, designating a different Lending Office, if such designation or other action would avoid the
need to convert such LIBOR Advances to Base Rate Advances; provided that the foregoing shall not obligate the Liquidity Provider to take any action that would, in its reasonable judgment, cause the Liquidity Provider to incur any material
loss or cost, unless the Borrower or American agrees to reimburse or indemnify the Liquidity Provider therefor. If no such designation or other action is effected, or, if effected, fails to avoid the need for conversion of the LIBOR Advances to Base
Rate Advances, American may arrange for a Replacement Liquidity Facility in accordance with Section 3.05(e) of the Intercreditor Agreement. 
 ARTICLE IV 
 CONDITIONS PRECEDENT 

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

(a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document
delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider: 
 (i) This Agreement and the Fee Letter duly executed on behalf of the Borrower and, in the case of the Fee Letter, American; 

(ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other than the Liquidity
Provider); 
 (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before
the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor Agreement); 
 (iv) A copy of
the Offering Memorandum and specimen copies of the Class B Certificates; 
 (v) An executed copy of each opinion
(other than the negative assurance letter of the General Counsel and Chief Compliance Officer of American, the negative assurance letter of Debevoise & Plimpton LLP, special counsel to American, and the opinion and the negative assurance
letter of Shearman & Sterling LLP, special counsel to the Initial Purchasers) delivered on the Closing Date pursuant to the Purchase Agreement (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a
letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); 
  
 Revolving Credit Agreement (Class B) 
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 (vi) An executed copy of each document, instrument, certificate and opinion
delivered on or before the Closing Date pursuant to the Class B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, either addressed to the Liquidity Provider or accompanied by a letter
from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); 

(vii) An agreement from American, pursuant to which (x) American agrees to provide copies of quarterly financial
statements and audited annual financial statements to the Liquidity Provider (which American may provide in an electronic format by electronic mail or making such available over the internet) and (y) American agrees to allow the Liquidity
Provider to discuss the transactions contemplated by the Operative Agreements with officers and employees of American; and 
 (viii) A copy of the Bankruptcy Court Order certified by the clerk of the Bankruptcy Court. 
 (b) On and as of the Effective Date no event shall have occurred and be continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity
Event of Default. 
 (c) The Liquidity Provider shall have received payment in full of the fees and other sums required to be
paid to or for the account of the Liquidity Provider on or prior to the Effective Date pursuant to the Fee Letter. 
 (d) All
conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all
conditions precedent to the purchase of the Class A Certificates and the Class B Certificates by the Initial Purchasers under Purchase Agreement shall have been satisfied (unless any of such conditions precedent under the Purchase Agreement
shall have been waived by the Initial Purchasers). 
 (e) The Borrower and American shall have received a certificate, dated the
Effective Date signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent specified in this Section 4.01 have been satisfied or waived by the Liquidity Provider. 

(f) The Bankruptcy Court shall have entered the Bankruptcy Court Order, and the Bankruptcy Court Order shall be a Final Order and shall be
in full force and effect in accordance with its terms and no order of the Bankruptcy Court or any other court shall have been entered amending, staying, granting reargument, vacating or rescinding the Bankruptcy Court Order. 

 
 Revolving Credit Agreement (Class B) 

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

COVENANTS 

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

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

(b) Reporting Requirements. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with
respect to the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider; and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower’s books and
records with respect to such transactions and to meet with officers and employees of the Borrower to discuss such transactions; and 
 (c) Certain Operative Agreements. Furnish to the Liquidity Provider, with reasonable promptness, copies of such Operative Agreements entered into after the date hereof as from time to time may be
reasonably requested by the Liquidity Provider. 
 Section 5.02 Negative Covenants of the Borrower. Subject to the
first and fourth paragraphs of Section 7.01(a) of the Intercreditor Agreement and Section 7.01(b) of the Intercreditor Agreement, so long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Available
Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the
Liquidity Provider, which consent shall not be unreasonably withheld or delayed. 
 ARTICLE VI 

LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION 
 Section 6.01 Liquidity Events of Default. (a) If any Liquidity Event of Default has occurred and is continuing and there is a Performing Note Deficiency, the Liquidity Provider may, in
its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) this Agreement to expire at the close of business on the fifth Business Day after the 

 
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date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with
Section 2.02(c) hereof and Section 3.05(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest
payable thereon and (iv) subject to Sections 2.07 and 2.09, all Advances, any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider. 

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

 MISCELLANEOUS 
 Section 7.01 No Oral Modifications or Continuing Waivers. No terms or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing
signed by the Borrower and the Liquidity Provider and any other Person whose consent is required pursuant to this Agreement; provided that no such change or other action shall affect the payment obligations of American or the rights of
American without American’s prior written consent; and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given. 
 Section 7.02 Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices, requests, demands, authorizations, directions, consents, waivers or documents required
or permitted under the terms and provisions of this Agreement shall be in English and in writing, and given by United States registered or certified mail, courier service or facsimile, and any such notice shall be effective when delivered (or, if
delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) addressed as follows: 

 
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(American Airlines 2013-1 Aircraft EETC) 

  
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 If to the Borrower, to: 
 Wilmington Trust Company 
 1100 North Market Street 

Wilmington, Delaware 19890 
 Att: Adam Vogelsong

 Ref.: American Airlines 2013-1B EETC 
 Telephone: (302) 636-6472 
 Facsimile: (302) 636-4149 

If to the Liquidity Provider, to: 
 NATIXIS, S.A., acting via its New York Branch 
 Attention: Lily Cheung 

1251 Avenue of the Americas, 5th Floor 
 New
York, New York 10020 
 Telephone: (212) 891-1948 
 Fax: (212) 891-3366 
 Lily.Cheung@us.natixis.com 

and 
 Natixis S.A., acting via its New York
Branch 
 Attention: Martha Sealy 
 1251
Avenue of the Americas 
 New York, New York 10020 
 Telephone: (212) 872-5031 
 Fax: (347) 402-3031 

Martha.Sealy@us.natixis.com 
 cc:
USCIBAmerican20131Report@us.natixis.com 
 Any party, by notice to the other party hereto, may designate additional or different
addresses for subsequent notices or communications. Whenever the words “notice” or “notify” or similar words are used herein, they mean the provision of formal notice as set forth in this Section 7.02. 

Section 7.03 No Waiver; Remedies. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising,
any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law. 
 Section 7.04 Further Assurances. The
Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable to carry into
effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements. 

 
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 Section 7.05 Indemnification; Survival of Certain Provisions. The Liquidity
Provider shall be indemnified hereunder to the extent and in the manner described in Section 4.02 of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless each Liquidity Indemnitee from
and against all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.03, 3.09 or 7.07 or in the Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such Fee
Letter)), that may be imposed on or incurred by such Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with, any action, suit or proceeding by any third party against such Liquidity Indemnitee and
relating to this Agreement, the Fee Letter, the Intercreditor Agreement or any Participation Agreement; provided, however, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee
in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) an ordinary and usual
operating overhead expense, (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement,
the Intercreditor Agreement, the Fee Letter or any other Operative Agreement to which it is a party or (iv) otherwise excluded from the indemnification provisions contained in Section 4.02 of the Participation Agreements. The provisions of
Sections 3.01, 3.03, 3.09, 7.05 and 7.07 and the indemnities contained in Section 4.02 of the Participation Agreements shall survive the termination of this Agreement. 
 Section 7.06 Liability of the Liquidity Provider. (a) Neither the Liquidity Provider nor any of its officers, employees or directors shall be liable or responsible for: (i) the use
which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such
documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with
the terms hereof; provided, however, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower that were the
result of (A) the Liquidity Provider’s willful misconduct or gross negligence in determining whether documents presented hereunder comply with the terms hereof or (B) any breach by the Liquidity Provider of any of the terms of this
Agreement or the Intercreditor Agreement, including, but not limited to, the Liquidity Provider’s failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing complying with the terms and conditions
hereof. 
 (b) Neither the Liquidity Provider nor any of its officers, employees or directors or affiliates shall be liable or
responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder
or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Liquidity Provider’s potential liability to the Borrower shall be limited as set
forth in the immediately preceding paragraph), in connection with this Agreement or any Notice of Borrowing. 
  

Revolving Credit Agreement (Class B) 
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 Section 7.07 Certain Costs and Expenses. The Borrower agrees promptly to pay,
or cause to be paid, (a) the reasonable fees, expenses and disbursements of Pillsbury Winthrop Shaw Pittman LLP, special counsel for the Liquidity Provider, in connection with the preparation, negotiation, execution, delivery, filing and
recording of the Operative Agreements, any waiver or consent thereunder or any amendment thereof and (b) if a Liquidity Event of Default occurs, all out-of-pocket expenses incurred by the Liquidity Provider, including reasonable fees and
disbursements of counsel, in connection with such Liquidity Event of Default and any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith. In addition, the Borrower shall pay any and all recording, stamp and
other similar taxes and fees payable or determined to be payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the
Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. 
 Section 7.08 Binding Effect; Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors
and permitted assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have the right to assign, pledge or otherwise transfer
its rights or obligations hereunder or any interest herein, subject to the Liquidity Provider’s right to grant Participations pursuant to Section 7.08(b). 
 (b) The Liquidity Provider agrees that it will not grant any participation (including, without limitation, a “risk participation”) (any such participation, a
“Participation”) in or to all or a portion of its rights and obligations hereunder or under the other Operative Agreements, unless all of the following conditions are satisfied (and, if all such conditions are satisfied with
respect to any Participation, the Liquidity Provider may grant such Participation): (i) such Participation is made in accordance with all applicable laws, including, without limitation, the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, any laws or regulations imposing U.S. economic sanctions measures or any orders or licenses issued thereunder and any other applicable laws relating to the transfer of similar interests, (ii) such
Participation shall not be made under circumstances that require registration under the Securities Act of 1933, as amended, or qualification of any indenture under the Trust Indenture Act of 1939, as amended and (iii) such Participation shall
not be made to any Person that is a commercial air carrier, American or any affiliate of American. Notwithstanding any such Participation, the Liquidity Provider agrees that (1) the Liquidity Provider’s obligations under the Operative
Agreements shall remain unchanged, and such participant shall have no rights or benefits as against American or the Borrower or under any Operative Agreement, (2) the Liquidity Provider shall remain solely responsible to the other parties to
the Operative Agreements for the performance of such obligations, (3) the Liquidity Provider shall remain the maker of any Advances, and the other parties to the Operative Agreements shall continue to deal solely and directly with the Liquidity
Provider in connection with the Advances and the Liquidity Provider’s rights and obligations under the Operative Agreements, (4) the Liquidity Provider shall be solely responsible for any withholding Taxes or any filing or reporting
requirements relating to such Participation and shall hold the Borrower and American and their respective successors, permitted assigns, affiliates, agents and servants harmless against the same 

 
 Revolving Credit Agreement (Class B) 

(American Airlines 2013-1 Aircraft EETC) 

  
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and (5) neither American nor the Borrower shall be required to pay to the Liquidity Provider any amount under Section 3.01 or Section 3.03 greater than it would have been required
to pay had there not been any grant of a Participation by the Liquidity Provider. The Liquidity Provider may, in connection with any Participation or proposed Participation pursuant to this Section 7.08(b), disclose to the participant or
proposed participant any information relating to the Operative Agreements or to the parties thereto furnished to the Liquidity Provider thereunder or in connection therewith and permitted to be disclosed by the Liquidity Provider; provided,
however, that prior to any such disclosure, the participant or proposed participant shall agree in writing for the express benefit of the Borrower and American to preserve the confidentiality of any confidential information included therein
(subject to customary exceptions). The Borrower acknowledges and agrees that the Liquidity Provider’s source of funds may derive in part from its participants. Accordingly, in determining amounts due by the Borrower to the Liquidity Provider
pursuant to Section 3.01 and Section 3.03 of this Agreement, references in this Agreement to determinations, reserve, liquidity and capital adequacy requirements, increased costs, reduced receipts, additional amounts due pursuant to
Section 3.03 and the like as they pertain to the Liquidity Provider shall be deemed also to include those of each of its participants that are commercial banking institutions and of whose participation the Borrower has been notified, in each
case up to the maximum amount that would have been incurred by or attributable to the Liquidity Provider directly had there not been any grant of a Participation by the Liquidity Provider, and references to the Liquidity Provider therein and in
related definitions shall be treated as references to such participants where applicable; provided that in any event, neither American nor the Borrower shall be required to pay any amount under Section 3.01 or Section 3.03 greater
than it would have been required to pay had there not been any grant of a Participation by the Liquidity Provider. 
 (c) The
Liquidity Provider agrees that, as a condition of any Participation, the participant shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower) that under applicable law and treaties, no Taxes
will be required to be withheld with respect to any income derived by such participant from the transactions contemplated by the Operative Agreements, (ii) furnish to the Liquidity Provider and the Borrower two properly completed executed
originals of United States Internal Revenue Service Form W-8ECI, Form W-8BEN or Form W-9, as appropriate, or other applicable form, certificate or document prescribed by the Internal Revenue Service certifying, in each case, such participant’s
entitlement to a complete exemption from United States federal withholding tax for all income derived by it from the transactions contemplated by the Operative Agreements, (iii) agree (for the benefit of the Liquidity Provider and the Borrower)
to provide each of the Liquidity Provider and the Borrower a new Form W-8ECI, Form W-8BEN or Form W-9, as appropriate, or other applicable form, certificate or document (A) on or before the date that any such form, certificate or document
expires or becomes obsolete or (B) after the occurrence of any event requiring a change in the most recent form, certificate or document previously delivered by it and prior to the immediately following due date of any payment to be made to the
participant pursuant to the Operative Agreements, certifying that such participant is entitled to a complete exemption from United States federal withholding tax for all income derived by it from the transactions contemplated by the Operative
Agreements and (iv) agree (for the benefit of the Liquidity Provider and the Borrower) to provide such other forms or documents as may be reasonably requested by the Borrower or required by applicable law to establish that all income

  
 Revolving Credit Agreement (Class B) 

(American Airlines 2013-1 Aircraft EETC) 

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

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

Section 7.09 Severability. To the extent permitted by applicable law, any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 Section 7.10
Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE. 
 Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity. (a) Each of
the parties hereto, to the extent it may do so under applicable law, for purposes hereof hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the
non-exclusive jurisdiction of the United States District Court for the Southern District of New York, 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 Bankruptcy Code, during
which 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 thereto, or their successors or permitted assigns 
  
 Revolving Credit Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC)


  
 29 









 
and (ii) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an
inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts. 

(b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of
duty claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights
following consultation with such legal counsel. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. 
 (c) To the extent that the Liquidity Provider or any of its properties has or
may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, and whether under the United States Foreign Sovereign Immunities Act of 1976 (or any successor legislation) or otherwise, from any legal
proceedings, whether in the United States or elsewhere, to enforce or collect upon this Agreement, including, without limitation, immunity from suit or service of process, immunity from jurisdiction or judgment of any court or tribunal or execution
of a judgment, or immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, the Liquidity Provider hereby irrevocably and expressly waives any such immunity, and agrees
not to assert any such right or claim in any such proceeding, whether in the United States or elsewhere. 
 Section 7.12
Counterparts. This Agreement may be executed in any number of counterparts (and each party shall not be required to execute the same counterpart). Each counterpart of this Agreement including a signature page or pages executed by each of the
parties hereto shall be an original counterpart of this Agreement, but all of such counterparts together shall constitute one instrument. 
 Section 7.13 Entirety. This Agreement and the Intercreditor Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior
understandings and agreements of such parties. 
 Section 7.14 Headings. The headings of the various Articles and
Sections herein and in the Table of Contents hereto are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. 
  

Revolving Credit Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC) 

  
 30 









 Section 7.15 Liquidity Provider’s Obligation to Make Advances. EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER’S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE ABSOLUTE, UNCONDITIONAL
AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. 

Section 7.16 Head Office Obligations. The Liquidity Provider is Natixis S.A., a French bank, acting through its New York
Branch. The Liquidity Provider hereby agrees that, notwithstanding the place of booking or its jurisdiction of incorporation or organization, the obligations of the Liquidity Provider hereunder are also the obligations of the head office of Natixis
in Paris, France (the “Head Office”). Accordingly, any beneficiary of this Agreement will be able to proceed directly against the Head Office, if the Liquidity Provider defaults in its obligations to such beneficiary under
this Agreement. 
  
 Revolving Credit Agreement (Class
B) 
 (American Airlines 2013-1 Aircraft EETC) 

  
 31 









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

			
	WILMINGTON TRUST COMPANY, not in its
	individual capacity but solely as Subordination
	Agent, as agent and trustee for the Class B Trust, as
	Borrower
		
	By:	 	/s/ Adam R. Vogelsong
		 	Name: Adam R. Vogelsong
		 	Title: Assistant Vice President
	
	NATIXIS S.A., ACTING VIA ITS NEW YORK
	BRANCH, as Liquidity Provider
		
	By:	 	/s/ Louis Douady
		 	Name: Louis Douady
		 	Title: Managing Director
		
	By:	 	/s/ Lily Cheung
		 	Name: Lily Cheung
		 	Title: Managing Director


 Signature Page 

 
 Revolving Credit Agreement (Class B) 

(American Airlines 2013-1 Aircraft EETC) 

  








 ANNEX I to 

REVOLVING CREDIT AGREEMENT 
 FORM OF INTEREST ADVANCE NOTICE OF BORROWING 
 INTEREST ADVANCE
NOTICE OF BORROWING 
 The undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”), hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2013-1B), dated as of March 12, 2013,
between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: 

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

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

(3) The amount of the Interest Advance requested hereby (i) is
$            , to be applied in respect of the payment of the interest which is due and payable on the Class B Certificates on the Distribution Date, (ii) does not include any amount
with respect to the payment of principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on the Class A Certificates or the Additional Certificates, if issued, (iii) was computed in accordance with the
provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the date hereof and
(v) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. 
 (4) Upon
receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will apply the same in accordance with the terms of Section 3.05(b) of the Intercreditor Agreement, (b) no portion of such amount shall be
applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. 
 The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement
in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as set forth in clause (i) of paragraph (3) of this Notice of
Borrowing and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance. 
  

Revolving Credit Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC) 

  








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

 

			
	 WILMINGTON TRUST COMPANY, not in its

	 individual capacity but solely as Subordination

	 Agent, as Borrower

		
	 By:
	 	 
		 	 Name:

		 	 Title:



  
 Revolving Credit
Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC) 

  
 I-2









 SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING 

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

 
 Revolving Credit Agreement (Class B) 

(American Airlines 2013-1 Aircraft EETC) 

  
 I-3









 ANNEX II to 

REVOLVING CREDIT AGREEMENT 
 FORM OF NON-EXTENSION ADVANCE NOTICE OF BORROWING 
 NON-EXTENSION
ADVANCE NOTICE OF BORROWING 
 The undersigned, a duly authorized signatory of the undersigned subordination agent (the
“Borrower”), hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2013-1B), dated as of March 12, 2013,
between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: 

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

(2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used
for the funding of the Class B Cash Collateral Account in accordance with Section 3.05(d) of the Intercreditor Agreement, which Advance is requested to be made on             ,
            . The Non-Extension Advance should be remitted to [insert wire and account details]. 
 (3) The amount of the Non-Extension Advance requested hereby (i) is $            , which equals the Maximum Available Commitment on the
date hereof and is to be applied in respect of the funding of the Class B Cash Collateral Account in accordance with Sections 3.05(d) and 3.05(f) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of
the principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates or the Additional Certificates, if issued, (iii) was computed in accordance with the provisions of the Class B
Certificates, the Liquidity Agreement, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice
of Borrowing under the Liquidity Agreement. 
 (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby,
(a) the Borrower will deposit such amount in the Class B Cash Collateral Account and apply the same in accordance with the terms of Sections 3.05(d) and 3.05(f) of the Intercreditor Agreement, (b) no portion of such amount shall be applied
by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. 
 The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably
terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Borrower
shall not be entitled to request any further Advances under the Liquidity Agreement. 
  
 Revolving Credit Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC)


  








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

 

			
	 WILMINGTON TRUST COMPANY, not in its

	 individual capacity but solely as Subordination

	 Agent, as Borrower

		
	 By:
	 	 
		 	 Name:

		 	 Title:



  
 Revolving Credit
Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC) 

  
 II-2









 SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING 

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

 
 Revolving Credit Agreement (Class B) 

(American Airlines 2013-1 Aircraft EETC) 

  
 II-3









 ANNEX III to 

REVOLVING CREDIT AGREEMENT 
 FORM OF DOWNGRADE ADVANCE NOTICE OF BORROWING 
 DOWNGRADE ADVANCE
NOTICE OF BORROWING 
 The undersigned, a duly authorized signatory of the undersigned subordination agent (the
“Borrower”), hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2013-1B), dated as of March 12, 2013,
between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: 

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

(2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for
the funding of the Class B Cash Collateral Account in accordance with Section 3.05(c)(iii) of the Intercreditor Agreement by reason of the Liquidity Facility provided under the Liquidity Agreement becoming a Downgraded Facility which has not
been replaced by a Replacement Liquidity Facility, which Advance is requested to be made on             ,             . The
Downgrade Advance should be remitted to [insert wire and account details]. 
 (3) The amount of the Downgrade Advance requested
hereby (i) is $            , which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class B Cash Collateral Account in
accordance with Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on,
the Class A Certificates or the Additional Certificates, if issued, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation
is attached hereto as Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. 
 (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the Class B Cash Collateral Account and apply the same in accordance with
the terms of Sections 3.05(c) and 3.05(f) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with
other funds held by the Borrower. 
 The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the
making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement and (B) following the making
by the Liquidity Provider of the Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. 
  
 Revolving Credit Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC) 

  








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

 

			
	 WILMINGTON TRUST COMPANY, not in its

	 individual capacity but solely as Subordination

	 Agent, as Borrower

		
	 By:
	 	 
		 	 Name:

		 	 Title:



  
 Revolving Credit
Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC) 

  
 III-2









 SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING 

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

 
 Revolving Credit Agreement (Class B) 

(American Airlines 2013-1 Aircraft EETC) 

  
 III-3









 ANNEX IV to 

REVOLVING CREDIT AGREEMENT 
 FORM OF FINAL ADVANCE NOTICE OF BORROWING 
 FINAL ADVANCE NOTICE OF
BORROWING 
 The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”),
hereby certifies to NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2013-1B), dated as of March 12, 2013, between the Borrower and the Liquidity
Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: 

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

(2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to
be used for the funding of the Class B Cash Collateral Account in accordance with Section 3.05(i) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the
Liquidity Agreement, which Advance is requested to be made on             ,             . The Final Advance should be remitted to
[insert wire and account details]. 
 (3) The amount of the Final Advance requested hereby (i) is
$            , which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class B Cash Collateral Account in accordance with
Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A
Certificates or the Additional Certificates, if issued, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached
hereto as Schedule I) and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. 
 (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the Class B Cash Collateral Account and apply the same in accordance with
the terms of Sections 3.05(f) and 3.05(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with
other funds held by the Borrower. 
 The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the
making of the Final Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement and (B) following the making by
the Liquidity Provider of the Final Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. 

 
 Revolving Credit Agreement (Class B) 

(American Airlines 2013-1 Aircraft EETC) 

  








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

 

			
	 WILMINGTON TRUST COMPANY, not in its

	 individual capacity but solely as Subordination

	 Agent, as Borrower

		
	 By:
	 	 
		 	 Name:

		 	 Title:



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

 
 Revolving Credit Agreement (Class B) 

(American Airlines 2013-1 Aircraft EETC) 

  
 IV-2









 SCHEDULE 1 TO FINAL ADVANCE NOTICE OF BORROWING 

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

 
 Revolving Credit Agreement (Class B) 

(American Airlines 2013-1 Aircraft EETC) 

  
 IV-3









 ANNEX V to 

REVOLVING CREDIT AGREEMENT 
 FORM OF SPECIAL TERMINATION  
 ADVANCE NOTICE OF BORROWING

 SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING 

The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to
NATIXIS S.A., acting via its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2013-1B), dated as of March 12, 2013, between the Borrower and the Liquidity Provider (the
“Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: 

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

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

(4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower shall deposit such
amount in the Class B Cash Collateral Account and apply the same in accordance with the terms of Section 3.05(f) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and
(c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. 
 The Borrower
hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Special Termination Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Primary Liquidity
Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Special Termination Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any
further Advances under the Liquidity Agreement. 
  

Revolving Credit Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC) 

  








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

 

			
	 WILMINGTON TRUST COMPANY, not in its

	 individual capacity but solely as Subordination

	 Agent, as Borrower

		
	 By:
	 	 
		 	 Name:

		 	 Title:



  
 Revolving Credit
Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC) 

  
 V-2









 SCHEDULE 1 TO SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING 

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

 
 Revolving Credit Agreement (Class B) 

(American Airlines 2013-1 Aircraft EETC) 

  
 V-3









 ANNEX VI to 

REVOLVING CREDIT AGREEMENT 
 FORM OF NOTICE OF TERMINATION 
 NOTICE OF TERMINATION 

[Date] 

Wilmington Trust Company, 

        as Subordination Agent, 
         as Borrower 
 Rodney Square North 

1100 North Market Square 
 Wilmington, DE
19890-001 
 Attention: Corporate Trust Division 
  

	Re:	Revolving Credit Agreement, dated as of March 12, 2013, between Wilmington Trust Company, not in its individual capacity but solely as Subordination Agent, as
agent and trustee for the American Airlines Pass Through Trust 2013-1B, as Borrower, and Natixis S.A., acting via its New York Branch (the “Liquidity Agreement”) 


Ladies and Gentlemen: 
 You are
hereby notified that pursuant to Section 6.01(a) of the Liquidity Agreement, by reason of the occurrence and continuance of a Liquidity Event of Default and the existence of a Performing Note Deficiency (each as defined in the Liquidity
Agreement), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined in the Liquidity Agreement) under such Liquidity Agreement to terminate at the close of business on the fifth Business Day after the
date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 2.02(c) of the Liquidity Agreement and Section 3.05(i) of the Intercreditor Agreement (as defined in the
Liquidity Agreement) as a consequence of your receipt of this notice. 
  
 Revolving Credit Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC)


  








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

 

			
	 Very truly yours,

	
	 NATIXIS S.A., ACTING VIA ITS NEW YORK

	 BRANCH,

as Liquidity Provider

		
	 By:
	 	 
		 	 Name:

		 	 Title:

		
	 By:
	 	 
		 	 Name:

		 	 Title:



  

	cc:	Wilmington Trust Company, as Class B Trustee 

 American Airlines, Inc. 
  
 Revolving Credit Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC)


  
 VI-2









 ANNEX VII to 

REVOLVING CREDIT AGREEMENT 
 FORM OF NOTICE OF SPECIAL TERMINATION 
 NOTICE OF SPECIAL TERMINATION

 [Date] 
 WILMINGTON
TRUST COMPANY, 
         as Subordination Agent, 

        as Borrower 
 Rodney Square North 
 1100 North Market Square 

Wilmington, DE 19890-001 
 Attention: Corporate
Trust Division 
  

	Re:	Revolving Credit Agreement, dated as of March 12, 2013, between Wilmington Trust Company, not in its individual capacity but solely as Subordination Agent, as
agent and trustee for the American Airlines Pass Through Trust 2013-1B, as Borrower, and Natixis S.A., acting via its New York Branch (the “Liquidity Agreement”) 


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

 (American Airlines 2013-1 Aircraft EETC) 

  








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

 

			
	 Very truly yours,

	
	 NATIXIS S.A., ACTING VIA ITS NEW YORK

	 BRANCH, as Liquidity Provider

		
	 By:
	 	 
		 	 Name:

		 	 Title:

		
	 By:
	 	 
		 	 Name:

		 	 Title:



  

	cc:	Wilmington Trust Company, as Class B Trustee 

 American Airlines, Inc. 
  
 Revolving Credit Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC)


  
 VII-2









 ANNEX VIII to 

REVOLVING CREDIT AGREEMENT 
 FORM OF NOTICE OF REPLACEMENT SUBORDINATION AGENT 
 NOTICE OF
REPLACEMENT SUBORDINATION AGENT 
 [Date] 
 Attention: 
  

	Re:	Revolving Credit Agreement, dated as of March 12, 2013, between Wilmington Trust Company, not in its individual capacity but solely as Subordination Agent, as
agent and trustee for the American Airlines Pass Through Trust 2013-1B, as Borrower, and Natixis S.A., acting via its New York Branch (the “Liquidity Agreement”) 


Ladies and Gentlemen: 
 For
value received, the undersigned beneficiary hereby irrevocably transfers to: 
 [Name of Transferee] 

[Address of Transferee] 
 all
rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the
Liquidity Agreement, pursuant to the terms of Section 7.01 of the Intercreditor Agreement. 
 By this transfer, all rights
of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such
transfer, including, but not limited to, transfer taxes or governmental charges. 
 This transfer shall be effective as of
[specify time and date]. 
  

			
	 WILMINGTON TRUST COMPANY, not in its

	 individual capacity but solely as Subordination

	 Agent, as Borrower

		
	 By:
	 	 
		 	 Name:

		 	 Title:



  
 Revolving Credit
Agreement (Class B) 
 (American Airlines 2013-1 Aircraft EETC) 

  
 VIII-1