DEPOSIT AGREEMENT

Exhibit 4.5

EXECUTION COPY

DEPOSIT AGREEMENT
(Class A)

Dated as of July 7, 2009

between

U.S. BANK NATIONAL ASSOCIATION

as Escrow Agent

and

THE BANK OF NEW YORK MELLON

as Depositary

Deposit Agreement (Class A)
(2009-1 Aircraft EETC)

Table of Contents

Deposit Agreement (Class A)
(2009-1 Aircraft EETC)

DEPOSIT AGREEMENT
(Class A)

     This DEPOSIT AGREEMENT (Class A), dated as of July 7, 2009 (as amended, modified or supplemented from time to time, this “ Agreement ”), is made by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “ Escrow Agent ”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as depositary bank (the “ Depositary ”).

W I T N E S S E T H :

     WHEREAS, American Airlines, Inc. (“ American ”) and U.S. Bank Trust National Association, not in its individual capacity except as otherwise expressly provided therein, but solely as trustee (in such capacity, together with its successors in such capacity, the “ Pass Through Trustee ”), have entered into a Trust Supplement, dated as of July 7, 2009 (the “ Trust Supplement ”), to the Pass Through Trust Agreement, dated as of March 21, 2002 (together, as amended, modified or supplemented from time to time in accordance with the terms thereof, the “ Pass Through Trust Agreement ”), relating to American Airlines Pass Through Trust 2009-1A pursuant to which the American Airlines Pass Through Trust, Series 2009-1A Certificates referred to therein (the “ Certificates ”) are being issued (the date of such issuance, the “ Issuance Date ”);

     WHEREAS, Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co. and Calyon Securities (USA) Inc. (collectively, the “ Underwriters ” and, together with their respective transferees and assigns as registered owners of the Certificates, the “ Investors ”) and American have entered into an Underwriting Agreement, dated as of June 29, 2009, pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Underwriters;

     WHEREAS, American, the Pass Through Trustee and certain other persons concurrently herewith are entering into the Note Purchase Agreement, dated as of the date hereof (the “ Note Purchase Agreement ”), pursuant to which the Pass Through Trustee has agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined in the Note Purchase Agreement) equipment notes (the “ Equipment Notes ”) issued either in respect of aircraft owned by American or to finance the acquisition of certain aircraft by American, as owner, utilizing a portion of the proceeds from the sale of the Certificates (the “ Net Proceeds ”);

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

     WHEREAS, the Underwriters and the Pass Through Trustee intend that the Net Proceeds be held in escrow by the Escrow Agent on behalf of the Investors pursuant to the Escrow and Paying Agent Agreement, subject to withdrawal upon request of and proper certification by the

Deposit Agreement (Class A)
(2009-1 Aircraft EETC)

Pass Through Trustee for the purpose of purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary pursuant to this Agreement, which provides for the Depositary to pay interest for distribution to the Investors and to establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee.

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

     SECTION 1. Acceptance of Depositary; Establishment of Accounts .

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

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

     SECTION 2. Deposit Mechanics .

     Section 2.1. Deposits . The Escrow Agent shall direct the Underwriters to deposit with the Depositary on the date of this Agreement (the “ Deposit Date ”) in Federal (same day) funds by wire transfer to: The Bank of New York Mellon, ABA No. [            ], Account Name: Corporate Trust Agency, Account Number: [            ], For Further Credit: A/C No. [            ], Reference: American Airlines 2009-1 EETC, and the Depositary shall accept from the Underwriters, on behalf of the Escrow Agent, the sum of US$366,432,000. Upon acceptance of such sum, the Depositary shall ( i ) establish each of the deposits specified in Schedule I hereto maturing in accordance with this Agreement (together with any deposit made pursuant to Section 2.4 hereof, individually, a “ Deposit ” and, collectively, the “ Deposits ”) and ( ii ) credit each Deposit to the related Account as set forth herein. No amount shall be deposited in any Account other than the related Deposit.

     Section 2.2. Interest . Each Deposit shall bear interest from and including the date of deposit to but excluding the date of withdrawal (it being understood that the date of withdrawal in the case of any payment by the Depositary of the amount of the Final Withdrawal (as defined below) on the Outside Termination Date (as defined below) shall be deemed to be the

Deposit Agreement (Class A)
(2009-1 Aircraft EETC)

date of such payment) at the rate of 10.375% per annum (computed on the basis of a 360-day year of twelve 30-day months) payable to the Paying Agent on behalf of the Escrow Agent in arrears on each Interest Payment Date (as defined below), on the date of any Final Withdrawal or on the date of any Replacement Withdrawal (as defined below), as applicable, all in accordance with the terms of this Agreement. As used in this Agreement, the term “ Interest Payment Date ”, with respect to each Deposit that, as of any date of determination, has not been withdrawn pursuant to a Final Withdrawal or a Replacement Withdrawal, shall mean each of January 2 and July 2, commencing on January 2, 2010 and ending on the earlier of January 2 and July 2 immediately following the date on which such Deposit is withdrawn pursuant to a Notice of Purchase Withdrawal (as defined below); provided that interest accrued on any Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal shall be paid on the next Interest Payment Date, notwithstanding any intervening Final Withdrawal with respect to any other Deposit and notwithstanding the fact that the relevant Account may have been closed before such Interest Payment Date, but, if any intervening Replacement Withdrawal occurs before such next Interest Payment Date, such accrued interest shall, instead, be paid on the date of such Replacement Withdrawal. All interest paid pursuant to this Agreement shall be non-compounding.

     Section 2.3. Withdrawals .

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

          (b) Final Withdrawal; Replacement Withdrawal .

               (i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the Depositary in the form of Exhibit B hereto (a “ Notice of Final Withdrawal ”), withdraw ( x ) the entire amount of all of the remaining Deposits together with ( y ) all accrued and unpaid interest on such Deposits to but excluding the specified date of such

Deposit Agreement (Class A)
(2009-1 Aircraft EETC)

withdrawal (such withdrawal of the amounts set forth in the immediately preceding clauses (x) and (y), the “ Final Withdrawal ”), on such date as shall be specified in such Notice of Final Withdrawal. If a Notice of Final Withdrawal has not been given to the Depositary on or before the Outside Termination Date (as defined below) and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on the Outside Termination Date. Following the Final Withdrawal of any Deposit, the balance in the related Account shall be reduced to zero and the Depositary shall close such Account. As used in this Agreement, the term “ Outside Termination Date ” shall mean January 31, 2011, or such later date, if any (which date shall in no event be later than July 7, 2011), as the Escrow Agent shall have specified to the Depositary by notice to be given initially at least one Business Day prior to January 31, 2011 and, if, subsequently, at any time and from time to time, the date specified in such initial notice is to be replaced with a later date, the Escrow Agent shall give the notice of such new date to the Depositary at least one Business Day prior to the date specified as the Outside Termination Date pursuant to the notice from the Escrow Agent most recently received by the Depositary.

               (ii) The Escrow Agent may, by providing at least five Business Days’ prior notice of withdrawal to the Depositary in the form of Exhibit C hereto (a “ Notice of Replacement Withdrawal ”), withdraw ( x ) with respect to all Deposits then held by the Depositary, ( 1 ) the entire amount of such Deposits together with ( 2 ) all accrued and unpaid interest on such Deposits to but excluding the specified date of such Replacement Withdrawal (as defined below) and ( y ) with respect to all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase Withdrawal, all accrued and unpaid interest on such Deposits to but excluding the date of the applicable Purchase Withdrawal (such withdrawal of the amounts set forth in the immediately preceding clauses (x) and (y), the “ Replacement Withdrawal ”), on such date as shall be specified in such Notice of Replacement Withdrawal.

          (c) Compliance with Withdrawal Notices . If the Depositary receives a duly completed Notice of Purchase Withdrawal, Notice of Final Withdrawal or Notice of Replacement Withdrawal (each, a “ Withdrawal Notice ”) complying with the provisions of this Agreement, it shall make the payments specified therein in accordance with the provisions of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Depositary be required, pursuant to any Withdrawal Notice or otherwise, to make payments hereunder on or in respect of any Deposit in excess of the amount of such Deposit together with accrued interest thereon as provided in this Agreement.

     Section 2.4. Other Accounts . On the date of withdrawal of any Deposit (other than the date of any Final Withdrawal or Replacement Withdrawal), the Escrow Agent, or the Pass Throug