INTERCREDITOR AGREEMENT

Exhibit 4.4

EXECUTION COPY

INTERCREDITOR AGREEMENT

(2009-1)

Dated as of July 7, 2009

among

U.S. BANK TRUST NATIONAL ASSOCIATION
as Trustee of the

American Airlines Pass Through Trust 2009-1A,

NATIXIS S.A., ACTING VIA ITS NEW YORK BRANCH
as Class A Liquidity Provider,

and

U.S. BANK TRUST NATIONAL ASSOCIATION
as Subordination Agent

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EXECUTION COPY

Table of Contents

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INTERCREDITOR AGREEMENT

          This INTERCREDITOR AGREEMENT, dated as of July 7, 2009, is made by and among U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, “U.S. Bank”), not in its individual capacity but solely as trustee of the Class A Trust (such term and other capitalized terms used herein without definition being defined as provided in Article I); NATIXIS S.A., a societé anonyme organized under the laws of France, acting via its New York Branch (“Natixis”), as Class A Liquidity Provider, and U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VII, the “Subordination Agent”).

          WHEREAS, pursuant to each Indenture with respect to an Aircraft, American will issue on a recourse basis not more than two series of Equipment Notes secured by, among other things, such Aircraft;

          WHEREAS, pursuant to each Participation Agreement, each Trust then in existence will acquire Equipment Notes having an interest rate identical to the interest rate applicable to the Certificates issued by such Trust;

          WHEREAS, pursuant to the Class A Trust Agreement, the Trust created thereby proposes to issue the Class A Certificates bearing the interest rate and having the final distribution date described in the Class A Trust Agreement on the terms and subject to the conditions set forth therein;

          WHEREAS, American may in the future enter into a Trust Supplement with respect to the Class B Trust in connection with the issuance of the Class B Certificates to provide financing for the purchase by the Class B Trustee of the Series B Equipment Notes, if issued in respect of, and secured by a security interest in, the Aircraft;

          WHEREAS, pursuant to the Underwriting Agreement, the Underwriters propose to purchase the Class A Certificates;

          WHEREAS, the Class A Liquidity Provider proposes to enter into a revolving credit agreement with the Subordination Agent, as agent and trustee for the Trustee of the Class A Trust for the benefit of the Certificateholders of the Class A Trust; and

          WHEREAS, it is a condition precedent to the obligations of the Underwriters under the Underwriting Agreement that the Subordination Agent, the Class A Trustee and the Class A Liquidity Provider agree to the terms of subordination set forth in this Agreement in respect of each Class of Certificates, and the Subordination Agent, the Class A Trustee and the Class A Liquidity Provider, by entering into this Agreement, hereby acknowledge and agree to such terms of subordination and the other provisions of this Agreement;

          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:

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ARTICLE I

DEFINITIONS

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

     (b) All references in this Agreement to designated “Articles”, “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Agreement.

     (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 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.

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

          “ Acceleration ” means, with respect to the amounts payable in respect of the Equipment Notes issued under any Indenture, such amounts becoming immediately due and payable by declaration or otherwise. “Accelerate”, “Accelerated” and “Accelerating” have meanings correlative to the foregoing.

          “ Actual Disposition Event ” means, in respect of any Equipment Note: (i) the sale or disposition by the applicable Loan Trustee of the Aircraft securing such Equipment Note for cash, (ii) the occurrence of the mandatory redemption date for such Equipment Note following an Event of Loss (as defined in such Indenture) with respect to such Aircraft or (iii) the sale by the Subordination Agent of such Equipment Note for cash.

          “ Administration Expenses ” has the meaning specified in clause “first” of Section 3.02.

          “ Advance ” means, with respect to any Liquidity Facility, any Advance as defined in such Liquidity Facility.

          “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control”, when used with respect to any specified Person, means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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          “ Agreement ” means this Intercreditor Agreement, dated as of July 7, 2009, as it may be amended, supplemented or otherwise modified from time to time.

          “ Aircraft ” means, with respect to each Indenture, the “Aircraft” referred to therein.

          “ American ” means American Airlines, Inc., a Delaware corporation, and its successors and permitted assigns.

          “ American Bankruptcy Event ” means the occurrence and continuation of any of the following:

     (a) American consents to the appointment of or the taking of possession by a receiver, trustee or liquidator of itself or of a substantial part of its property, admits in writing its inability to pay its debts generally as they come due or makes a general assignment for the benefit of creditors;

     (b) American files a voluntary petition in bankruptcy or a voluntary petition or an answer seeking reorganization, liquidation or other relief as a debtor in a case under any bankruptcy laws or insolvency laws (as in effect at such time) or an answer admitting the material allegations of a petition filed against American as a debtor in any such case, or American seeks relief as a debtor by voluntary petition, answer or consent, under the provisions of any other bankruptcy or other similar law providing for the reorganization or winding-up of corporations (as in effect at such time), or American seeks an agreement, composition, extension or adjustment with its creditors under such laws; or

     (c) an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of American , a receiver, trustee or liquidator of American or sequestering any substantial part of its property, or granting any other relief in respect of American as a debtor under any bankruptcy laws or insolvency laws (as in effect at such time), and any such order, judgment or decree of appointment or sequestration remains in force undismissed, unstayed and unvacated for a period of 90 days after the date of entry thereof; or

     (d) a petition against American as a debtor in a case under the federal bankruptcy laws or other insolvency laws (as in effect at such time) is filed and not withdrawn or dismissed within 90 days thereafter, or if, under the provisions of any law providing for reorganization or winding-up of corporations that applies to American , any court of competent jurisdiction assumes jurisdiction, custody or control of American or of any substantial part of its property and such jurisdiction, custody or control remains in force unrelinquished, unstayed and unterminated for a period of 90 days.

          “ American Provisions ” has the meaning specified in Section 8.01(a).

          “ Appraisal ” has the meaning specified in Section 4.01(a)(iv).

          “ Appraised Current Market Value ” of any Aircraft means the lower of the average and the median of the three most recent Post-Default Appraisals of such Aircraft.

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          “ Appraisers ” means Aircraft Information Systems, Inc., BK Associates, Inc. and Morten Beyer & Agnew, Inc. or, so long as the Person entitled or required hereunder to select such Appraiser acts reasonably, any other nationally recognized appraiser reasonably satisfactory to the Subordination Agent and the Controlling Party.

          “ Available Amount ” means, with respect to any Liquidity Facility on any drawing date, subject to the proviso contained in the first sentence of Section 3.05(g), an amount equal to (a) the Stated Amount of such Liquidity Facility at such time, less (b) the aggregate amount of each Interest Drawing honored by the Liquidity Provider under such Liquidity Facility on or prior to such date that has not been reimbursed or reinstated as of such date; provided that, following a Downgrade Drawing, a Non-Extension Drawing, a Special Termination Drawing or a Final Drawing under such Liquidity Facility, the Available Amount of such Liquidity Facility shall be zero.

          “ Bankruptcy Code ” means the United States Bankruptcy Code, 11 United States Code §§101 et seq. , as amended, or any successor statutes thereto.

          “ Basic Agreement ” means that certain Pass Through Trust Agreement, dated as of March 21, 2002, between American and U.S. Bank, as successor in interest to State Street Bank and Trust Company of Connecticut, National Association, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms, but does not include any Trust Supplement.

          “ Business Day ” means, with respect to the Certificates of any Class, any day other than a Saturday, or 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 Certificate is outstanding, the city and state in which any Trustee, the Subordination Agent or any related Loan Trustee maintains its Corporate Trust Office or receives and disburses funds, and that, solely with respect to draws under any Liquidity Facility, also is a “Business Day” as defined in such Liquidity Facility.

          “ Cash Collateral Account ” means the Class A Cash Collateral Account or the Class B Cash Collateral Account, as applicable.

          “ Certificate ” means a Class A Certificate or, if issued, a Class B Certificate, as applicable.

          “ Certificate Buy-Out Event ” means that an American Bankruptcy Event has occurred and is continuing and either of the following events has occurred: (A) (i) the 60-Day Period has expired, and (ii) American has not entered into one or more agreements under Section 1110(a)(2)(A) of the Bankruptcy Code to perform all of its obligations under all of the Indentures and cured defaults under all of the Indentures in accordance with Section 1110(a)(2)(B) of the Bankruptcy Code or, if it has entered into such agreements, has at any time thereafter failed to cure any default under any of the Indentures in accordance with Section 1110(a)(2)(B) of the Bankruptcy Code; or (B) prior to the expiry of the 60-Day Period, American shall have abandoned any Aircraft.

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          “ Certificateholder ” means, with respect to any Class of Certificates, the Person in whose name a Certificate is registered in the Register for the Certificates of such Class.

          “ Citizen of the United States ” has the meaning specified for such term in Section 40102(a)(15) of Title 49 of the United States Code or any similar legislation of the United States enacted in substitution or replacement therefor.

          “ Class ” means a single class of Certificates issued by a Trust pursuant to a Trust Agreement.

          “ Class A Cash Collateral Account ” means, in respect of the Class A Liquidity Facility, an Eligible Deposit Account in the name of the Subordination Agent maintained at an Eligible Institution, which shall be the Subordination Agent if it so qualifies, into which amounts shall be deposited as referred to in Section 3.05(f).

          “ Class A Certificateholder ” means, at any time, any Certificateholder of one or more Class A Certificates.

          “ Class A Certificates ” means the certificates issued by the Class A Trust, substantially in the form of Exhibit A to the Class A Trust Agreement, and authenticated by the Class A Trustee, representing Fractional Undivided Interests in the Class A Trust, and any certificates issued in exchange therefor or replacement thereof pursuant to the terms of the Class A Trust Agreement.

          “ Class A Liquidity Expenses ” means all Class A Liquidity Obligations other than (i) the principal amount of any Drawings under the Class A Liquidity Facility and (ii) any interest accrued on any Class A Liquidity Obligations.

          “ Class A Liquidity Facility ” means, initially, the Revolving Credit Agreement, dated as of the date hereof, between the Subordination Agent, as agent and trustee for the Class A Trustee, and Natixis and, from and after the replacement of such agreement pursuant hereto, the Replacement Liquidity Facility therefor, if any, in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms; provided that, for purposes of any obligation of American, no amendment, modification or supplement to, or substitution or replacement of, any Class A Liquidity Facility shall be effective unless consented to by American.

          “ Class A Liquidity Obligations ” means all principal, interest, fees and other amounts owing to the Class A Liquidity Provider under the Class A Liquidity Facility, Section 4.02 of the Participation Agreements or the applicable Fee Letter.

          “ Class A Liquidity Provider ” means Natixis, together with any Replacement Liquidity Provider that has issued a Replacement Liquidity Facility to replace the Class A Liquidity Facility pursuant to Section 3.05(c) or 3.05(e).

          “ Class A Trust ” means the American Airlines Pass Through Trust 2009-1A created and administered pursuant to the Class A Trust Agreement.

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          “ Class A Trust Agreement ” means the Basic Agreement, as supplemented by Trust Supplement No. 2009-1A thereto, dated as of the date hereof, governing the creation and administration of the American Airlines Pass Through Trust 2009-1A and the issuance of the Class A Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

          “ Class A Trustee ” means U.S. Bank, not in its individual capacity except as expressly set forth in the Class A Trust Agreement, but solely as trustee under the Class A Trust Agreement, together with any successor trustee appointed pursuant thereto.

          “ Class B Adjusted Interest ” means, as of any Current Distribution Date: (I) any interest described in clause (II) of this definition accrued prior to the immediately preceding Distribution Date which remains unpaid and (II) the sum of (A) interest determined at the Stated Interest Rate for the Class B Certificates for the period commencing on, and including, the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the Closing Date) and ending on, but excluding, the Current Distribution Date, on the Eligible B Pool Balance on such Current Distribution Date and (B) the sum of interest for each Series B Equipment Note with respect to which, or with respect to the Aircraft with respect to which such Equipment Note was issued, a disposition, distribution, sale or Deemed Disposition Event has occurred since the immediately preceding Distribution Date (but only if no such event has previously occurred with respect to such Series B Equipment Note), determined at the Stated Interest Rate for the Class B Certificates for each day during the period commencing on, and including, the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the Closing Date) and ending on, but excluding, the date of the earliest of such disposition, distribution, sale or Deemed Disposition Event with respect to such Series B Equipment Note or such Aircraft, as the case may be, on the principal amount of such Series B Equipment Note calculated pursuant to clause (B)(i), (ii), (iii) or (iv), as applicable, of the definition of Eligible B Pool Balance.

          “ Class B Cash Collateral Account ” means, in respect of the Class B Liquidity Facility, an Eligible Deposit Account in the name of the Subordination Agent maintained at an Eligible Institution, which shall be the Subordination Agent if it so qualifies, into which amounts shall be deposited as referred to in Section 3.05(f), if and when such account is created.

          “ Class B Certificateholder ” means, at any time, any Certificateholder of one or more Class B Certificates.

          “ Class B Certificates ” means any Certificates issued by the Class B Trust, if and when created, representing Fractional Undivided Interests in the Class B Trust.

          “ Class B Liquidity Expenses ” means all Class B Liquidity Obligations other than (i) the principal amount of any Drawings under the Class B Liquidity Facility and (ii) any interest accrued on any Class B Liquidity Obligations.

          “ Class B Liquidity Facility ” means, if and when executed and delivered in connection with the issuance of the Class B Certificates, a facility consisting of one or more instruments provided by the Class B Liquidity Provider in the form of a revolving credit

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agreement or such other form (which may include a letter of credit, surety bond, financial insurance policy or guaranty) as may be determined in connection with such issuance to cover interest payments on the Class B Certificates in a face amount equal to the Required Amount for the Class B Certificates and, from and after the replacement of such facility pursuant hereto, the Replacement Liquidity Facility therefor, if any, in each case as amended, supplemented or otherwise modified from time to time in accordance with its terms; provided that, for purposes of any obligation of American, no Class B Liquidity Facility and no amendment, modification or supplement to, or substitution or replacement of, any Class B Liquidity Facility shall be effective unless consented to by American.

          “ Class B Liquidity Obligations ” means all principal, interest, fees and other amounts owing to the Class B Liquidity Provider under the Class B Liquidity Facility, Section 4.02 of the Participation Agreements or the applicable Fee Letter.

          “ Class B Liquidity Provider ” means the initial provider of any Class B Liquidity Facility, if any, together with any Replacement Liquidity Providers that have issued a Replacement Liquidity Facility to replace the Class B Liquidity Facility pursuant to Sections 3.05(c) or 3.05(e).

          “ Class B Related Terms ” means (i) the following defined terms: (a) Class B Adjusted Interest, Class B Cash Collateral Account,  Class B Certificateholder, Class B Certificates, Class B Liquidity Expenses, Class B Liquidity Facility, Class B Liquidity Obligations, Class B Liquidity Provider, Class B Trust, Class B Trustee, Refinancing Certificateholders, Refinancing Certificates, Refinancing Equipment Notes, Refinancing Trust, Refinancing Trust Agreement, Refinancing Trustee and Series B Equipment Notes; and (b) Final Legal Distribution Date and Stated Interest Rate solely to the extent that such terms relate to the Class B Certificates or the Class B Liquidity Facility; and (ii) any other provision hereof (including any other defined term or term defined by reference to any Liquidity Facility) to the extent it applies to any of the terms specified in foregoing clause (i).

          “ Class B Trust ” means the American Airlines Pass Through Trust 2009-1B, if and when created, administered pursuant to the Class B Trust Agreement.

          “ Class B Trust Agreement ” means the Basic Agreement, as supplemented by a trust supplement, if and when executed and delivered, governing the creation and administration of the Class B Trust and the issuance of any Class B Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

          “ Class B Trustee ” means U.S. Bank, not in its individual capacity except as shall expressly be set forth in the Class B Trust Agreement, if any, but solely as trustee under the Class B Trust Agreement, together with any successor trustee appointed pursuant thereto.

          “ Closing Date ” means July 7, 2009.

          “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

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          “ Collateral ” means, with respect to any Indenture, the “Collateral” referred to therein.

          “ Collection Account ” means the Eligible Deposit Account established by the Subordination Agent pursuant to Section 2.02(a) in and from which the Subordination Agent shall make deposits and withdrawals in accordance with this Agreement.

          “ Consent Period ” has the meaning specified in Section 3.05(d).

          “ Controlling Party ” means the Person entitled to act as such pursuant to the terms of Section 2.06.

          “ Corporate Trust Office ” means, with respect to any Trustee, the Subordination Agent or any Loan Trustee, the office of such Person in the city at which, at any particular time, its corporate trust business shall be principally administered.

          “ Current Distribution Date ” means a Distribution Date specified as a reference date for calculating the Expected Distributions with respect to the Certificates of any Trust as of such Distribution Date.

          “ Delivery Period Termination Date ” has the meaning specified in the Note Purchase Agreement.

          “ Deemed Disposition Event ” means, in respect of any Equipment Note, the continuation of an Indenture Event of Default in respect of such Equipment Note without an Actual Disposition Event occurring in respect of such Equipment Note for a period of four years from the date of the occurrence of such Indenture Event of Default.

          “ Deposit Agreement ” means, subject to Section 5 of the Note Purchase Agreement, the Deposit Agreement (Class A) dated as of the date hereof, between the Escrow Agent and the Depositary, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

          “ Depositary ” means, subject to Section 5 of the Note Purchase Agreement, The Bank of New York Mellon, as Depositary under the Deposit Agreement.

          “ Deposits ” has the meaning set forth in the Deposit Agreement.

          “ Designated Representatives ” means the Subordination Agent Representatives, the Trustee Representatives and the LP Representatives identified under Section 2.05.

          “ Distribution Date ” means a Regular Distribution Date or a Special Distribution Date.

          “ Dollars ” or “ $ ” means the lawful currency of the United States.

          “ Downgrade Drawing ” has the meaning specified in Section 3.05(c).

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           “ Downgrade Event ” with respect to any Liquidity Facility has the meaning specified in such Liquidity Facility.

          “ Downgraded Facility ” has the meaning specified in Section 3.05(c).

          “ Drawing ” means an Interest Drawing, a Final Drawing, a Non-Extension Drawing, a Special Termination Drawing or a Downgrade Drawing, as the case may be.

          “ DTC ” means The Depository Trust Company.

          “ Eligible B Pool Balance ” means, as of any date of determination, the excess of (A) the Pool Balance of the Class B Certificates as of the immediately preceding Distribution Date (or, if such date of determination is on or before the first Distribution Date after the date of issuance of the Class B Certificates, the original aggregate face amount of the Class B Certificates) (after giving effect to distributions made on such date of determination) over (B) the sum of, with respect to each Series B Equipment Note, one of the following amounts, if applicable: (i) if there has previously been a sale or disposition by the applicable Loan Trustee of the applicable Aircraft for cash under the Indenture pursuant to which such Series B Equipment Note was issued, the outstanding principal amount of such Series B Equipment Note that remains unpaid as of such date of determination subsequent to such sale or disposition and after giving effect to any distributions of the proceeds of such sale or disposition applied under such Indenture to the payment of such Series B Equipment Note, (ii) if there has previously been an Event of Loss (as defined in such Indenture) with respect to the applicable Aircraft to which such Series B Equipment Note relates, the outstanding principal amount of such Series B Equipment Note that remains unpaid as of such date of determination subsequent to the scheduled date of mandatory redemption of such Series B Equipment Note following such Event of Loss and after giving effect to the distributions of any proceeds in respect of such Event of Loss applied under such Indenture to the payment of such Series B Equipment Note, (iii) if such Series B Equipment Note has previously been sold for cash by the Subordination Agent, the excess, if any, of (x) the outstanding amount of principal and interest as of the date of such sale by the Subordination Agent of such Series B Equipment Note over (y) the purchase price received with respect to such sale of such Series B Equipment Note for cash (net of any applicable costs and expenses of such sale) or (iv) if a Deemed Disposition Event has occurred with respect to such Series B Equipment Note, the outstanding principal amount of such Series B Equipment Note; provided, however, that if more than one of the clauses (i), (ii), (iii) and (iv) is applicable to any one Series B Equipment Note, only the amount determined pursuant to the clause that first became applicable shall be counted with respect to such Series B Equipment Note.

          “ Eligible Deposit Account ” means either (a) a segregated account with an Eligible Institution or (b) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution has a Long-Term Rating of at least A- or its equivalent from S&P or at least A3 or its equivalent from Moody’s. An Eligible Deposit Account may be maintained with the Subordination Agent or a Liquidity Provider so long as the

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Subordination Agent or such Liquidity Provider is an Eligible Institution; provided that the Subordination Agent, in its individual capacity, or such Liquidity Provider shall have waived all rights of set-off and counterclaim with respect to such account.

          “ Eligible Institution ” means (a) the corporate trust department of the Subordination Agent or any Trustee, as applicable, or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), which has a Long Term Rating from each Rating Agency of at least A- or its equivalent by S&P or at least A3 or its equivalent by Moody’s.

          “ Eligible Investments ” means investments in (a) obligations of the United States government or agencies thereof, or obligations guaranteed by the United States government, (b) open market commercial paper of any corporation incorporated under the laws of the United States or any state thereof having a Short-Term Rating of at least A-1 or its equivalent by S&P or at least P-1 or its equivalent by Moody’s, (c) certificates of deposit issued by commercial banks organized under the laws of the United States or of any political subdivision thereof (or any United States branch of a foreign bank) having a combined capital and surplus in excess of $500,000,000 which banks or their holding companies have a Long-Term Rating of at least A or its equivalent by S&P or at least A2 or its equivalent by Moody’s; provided, however, that the aggregate amount at any one time invested in certificates of deposit issued by any one bank shall not be in excess of 5% of such bank’s capital and surplus, (d) Dollar denominated offshore certificates of deposit issued by, or offshore time deposits with, any commercial bank described in clause (c) or any subsidiary thereof, and (e) repurchase agreements with any financial institution having combined capital and surplus of at least $500,000,000 with any of the obligations described in clauses (a) through (d) as collateral. If none of the above investments is available, the entire amounts to be invested may be used to purchase Federal funds from an entity described in clause (c). All Eligible Investments must be held in an Eligible Deposit Account. Any of the investments described herein may be made through or with, as applicable, the bank acting as Trustee or its Affiliates.

          “ Equipment Note Special Payment ” means a Special Payment on account of the redemption, purchase or prepayment of all of the Equipment Notes issued pursuant to an Indenture.

          “ Equipment Notes ” means, at any time, the Series A Equipment Notes and, if issued, the Series B Equipment Notes and in either case, any Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of the Indentures.

          “ Escrow Agent ” means U.S. Bank National Association, as escrow agent under each Escrow and Paying Agent Agreement, together with its successors in such capacity.

          “ Escrow and Paying Agent Agreement ” means the Escrow and Paying Agent Agreement (Class A) dated as of the date hereof between the Escrow Agent, the Underwriters, the Class A Trustee and the Paying Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

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          “ Escrow Receipts ” has the meaning assigned to such term in the Escrow and Paying Agent Agreement.

          “ Excess Liquidity Obligations ” means, with respect to an Indenture, the amounts payable under clauses (a), (b), (c), (d), (e) and (f) of Section 2.14 of such Indenture.

          “ Expected Distributions ” means, with respect to the Certificates of any Trust on any Current Distribution Date, the difference between (A) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date after the date of issuance of such Certificates, the original aggregate face amount of the Certificates of such Trust) and (B) the Pool Balance of such Certificates as of the Current Distribution Date calculated on the basis that (i) the principal of any Non-Performing Equipment Notes held in such Trust has been paid in full and such payments have been distributed to the holders of such Certificates, (ii) the principal of any Performing Equipment Notes held in such Trust has been paid when due (whether at stated maturity or upon prepayment or purchase or otherwise, but without giving effect to any Acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such Certificates and (iii) the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the terms hereof has been paid in full and such payments have been distributed to the holders of such Certificates, but, in the case of the Class A Certificates, without giving effect to any reduction in the Pool Balance as a result of any distribution attributable to Deposits occurring after the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, occurring after the initial issuance of the Class A Certificates). For purposes of calculating Expected Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest in respect of the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Expected Distributions.

          “ Expiry Date ” with respect to any Liquidity Facility, has the meaning specified in such Liquidity Facility.

          “ Fee Letter ” means any fee letter entered into among the Subordination Agent, American and a Liquidity Provider and “ Fee Letters ” has a correlative meaning.

          “ Final Distributions ” means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such Certificates (excluding, in the case of the Class A Certificates, interest, if any, payable with respect to the Deposits) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (less, in the case of the Class A Trust, the amount of Deposits as of such preceding Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final Distributions.

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          “ Final Drawing ” has the meaning specified in Section 3.05(i).

          “ Final Legal Distribution Date ” means (i) with respect to the Class A Certificates, January 2, 2021 and (ii) with respect to the Class B Certificates, a date to be determined as such for the Class B Certificates.

          “ Fractional Undivided Interest ” means the fractional undivided interest in a Trust that is represented by a Certificate relating to such Trust.

          “ Indenture ” means each of the Indenture and Security Agreements dated as of July 7, 2009 between the Loan Trustee and American and each of the Indenture and Security Agreements entered into by the Loan Trustee and American pursuant to the Note Purchase Agreement, in each case, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

          “ Indenture Event of Default ” means, with respect to any Indenture, any Event of Default (as such term is defined in such Indenture) thereunder.

          “ Interest Drawing ” has the meaning specified in Section 3.05(a).

          “ Interest Payment Date ” means, with respect to any Liquidity Facility, each date on which interest is due and payable under such Liquidity Facility on a Downgrade Drawing, Non-Extension Drawing, Special Termination Drawing or Final Drawing thereunder, other than any such date on which interest is due and payable under such Liquidity Facility only on an Applied Provider Advance (as such term is defined in such Liquidity Facility).

          “ Investment Earnings ” means investment earnings on funds on deposit in the Trust Accounts net of losses and the Subordination Agent’s reasonable expenses in making such investments.

          “ Lending Office ” has the meaning specified in the applicable Liquidity Facility.

          “ Lien ” means any mortgage, pledge, lien, charge, claim, disposition of title, encumbrance, lease, sublease or security interest of any kind, including, without limitation, any of the foregoing arising under any conditional sales or other title retention agreement.

          “ Liquidity Event of Default ”, with respect to any Liquidity Facility, has the meaning specified in such Liquidity Facility.

          “ Liquidity Expenses ” means the Class A Liquidity Expenses and the Class B Liquidity Expenses.

          “ Liquidity Facility ” means, at any time, the Class A Liquidity Facility or the Class B Liquidity Facility, as applicable.

          “ Liquidity Obligations ” means the Class A Liquidity Obligations and the Class B Liquidity Obligations.

Intercreditor Agreement (2009-1)
AA Aircraft EETC

          “ Liquidity Provider ” means, at any time, the Class A Liquidity Provider or, if the Class B Liquidity Facility shall have been provided, the Class B Liquidity Provider, as applicable.

          “ Loan Trustee ” means, with respect to any Indenture, the bank, trust company or other financial institution designated as loan trustee thereunder, and any successor to such loan trustee.

          “ Long-Term Rating ” means, for any entity (a) in the case of Moody’s, the long-term senior unsecured debt rating of such entity and (b) in the case of S&P, the long-term issuer credit rating of such entity.

          “ LP Incumbency Certificate ” has the meaning specified in Section 2.05(c).

          “ LP Representatives ” has the meaning specified in Section 2.05(c).

          “ Majority in Interest of Noteholders ”, with respect to any Indenture, has the meaning specified in such Indenture.

          “ Minimum Sale Price ” means, with respect to any Aircraft or the Equipment Notes issued in respect of such Aircraft, at any time, the lesser of (1) in the case of the sale of an Aircraft, 80%, or in the case of the sale of such Equipment Notes, 90%, of the Appraised Current Market Value of such Aircraft and (2) the sum of the aggregate Note Target Price of such Equipment Notes and an amount equal to the Excess Liquidity Obligations in respect of the Indenture under which such Equipment Notes were issued.

          “ Moody’s ” means Moody’s Investors Service, Inc.

          “ Non-Controlling Party ” means, at any time, any Trustee or Liquidity Provider which is not the Controlling Party at such time.

          “ Non-Extended Facility ” has the meaning specified in Section 3.05(d).

          “ Non-Extension Drawing ” has the meaning specified in Section 3.05(d).

          “ Non-Performing Equipment Note ” means an Equipment Note issued pursuant to an Indenture that is not a Performing Equipment Note.

          “ Note Purchase Agreement ” means the Note Purchase Agreement, dated as of the date hereof, among American, the Class A Trustee, the Escrow Agent, the Subordination Agent and the Paying Agent, as amended, supplemented or otherwise modified from time to time in accordance with its terms.

          “ Note Target Price ” means, for any Equipment Note issued under any Indenture, (i) the aggregate outstanding principal amount of such Equipment Note, plus (ii) the accrued and unpaid interest thereon, together with all other sums owing on or in respect of such Equipment Note under such Indenture (including, without limitation, enforcement costs incurred by the Subordination Agent in respect of such Equipment Note).

Intercreditor Agreement (2009-1)
AA Aircraft EETC

          “ Officer’s Certificate ” of any Person means a certification signed by a Responsible Officer of such Person.

          “ Operative Agreements ” means this Agreement, the Liquidity Facilities, the Fee Letters, the Indentures, the Trust Agreements, the Participation Agreements, the Equipment Notes and the Certificates, together with all exhibits and schedules included with any of the foregoing.

          “ Outstanding ” means, when used with respect to each Class of Certificates, as of the date of determination, all Certificates of such Class theretofore authenticated and delivered under the related Trust Agreement, except:

     (i) Certificates of such Class theretofore canceled by the Registrar (as defined in such Trust Agreement) or delivered to the Trustee thereunder or such Registrar for cancellation;

     (ii) all of the Certificates of such Class for which money in the full amount required to make the Final Distribution with respect to such Certificates pursuant to Section 11.01 of such Trust Agreement has been theretofore deposited with the related Trustee in trust for the holders of such Certificates as provided in Section 4.01 of such Trust Agreement, pending distribution of such money to such Certificateholders pursuant to such Final Distribution payment; and

     (iii) Certificates of such Class in exchange for or in lieu of which other Certificates of such Class have been authenticated and delivered pursuant to such Trust Agreement;

provided, however, that in determining whether the holders of the requisite Fractional Undivided Interest of such Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, any Certificates owned by American or any of its Affiliates shall be disregarded and deemed not to be Outstanding except that, in determining whether the Trustee of the applicable Trust shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates that such Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (x) if American and its Affiliates own 100% of the Certificates of any Class, such Certificates shall not be so disregarded and (y) if any amount of such Certificates owned by American and its Affiliates have been pledged in good faith, such Certificates shall not be disregarded if the pledgee establishes to the satisfaction of the applicable Trustee the pledgee’s right so to act with respect to such Certificates and that the pledgee is not American or any of its Affiliates.

          “ Overdue Scheduled Payment ” means any Scheduled Payment which is not in fact received by the Subordination Agent within five days after the Scheduled Payment Date relating thereto.

          “ Participation Agreement ” means, with respect to each Indenture, the “Participation Agreement” referred to therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

Intercreditor Agreement (2009-1)
AA Aircraft EETC

          “ Payees ” has the meaning specified in Section 2.04(c).

          “ Paying Agent ” means U.S. Bank Trust National Association, as paying agent under each Escrow and Paying Agent Agreement, together with its successors in such capacity.

          “ Paying Agent Account ” has the meaning assigned to such term in the Escrow and Paying Agent Agreements.

          “ Payment Default ” with respect to any Indenture, has the meaning specified in such Indenture.

          “ Performing Equipment Note ” means an Equipment Note issued pursuant to an Indenture with respect to which no Payment Default has occurred and is continuing (without giving effect to any Acceleration); provided, that in the event of a bankruptcy proceeding in which American is a debtor under the Bankruptcy Code, (i) any payment default occurring before the date of the order for relief in such proceeding shall not be taken into consideration during the 60-Day Period (or such longer period as may apply under Section 1110(b) of the Bankruptcy Code) (the “Section 1110 Period”), (ii) any payment default occurring after the date of the order for relief in such proceeding shall not be taken into consideration if such payment default is cured under Section 1110(a)(2)(B) of the Bankruptcy Code before the later of 30 days after the date of such default or the expiration of the Section 1110 Period and (iii) any payment default occurring after the Section 1110 Period will not be taken into consideration if such payment default is cured before the end of the grace period, if any, set forth in the related Indenture.

          “ 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.

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

          “ Pool Balance ” means, with respect to the Certificates of any Class, as of any date, (i) the original aggregate face amount of the Certificates of such Class less (ii) the aggregate amount of all distributions made in respect of such Certificates of such Class or (in the case of the Class A Certificates) in respect of Deposits, other than distributions made as of such date in respect of interest or Premium or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any Distribution Date with respect to each Class shall be computed after giving effect to any distribution with respect to unused Deposits (in the case of the Class A Certificates), the payment of principal, if any, on the Equipment Notes or payment with respect to other Trust Property held in the related Trust and the distribution thereof to be made on such date.

          “ Post-Default Appraisal ” has the meaning specified in Section 4.1(a)(iv).

          “ Premium ” means any “ Make-Whole Amount ” as such term is defined in any Indenture.

Intercreditor Agreement (2009-1)
AA Aircraft EETC

          “ Proceeding ” means any suit in equity, action at law or other judicial or administrative proceeding.

          “ PTC Event of Default ” means, with respect to each Trust Agreement, the failure to distribute within 10 Business Days after the applicable Distribution Date: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final Legal Distribution Date for such Class or (ii) interest scheduled for distribution on such Certificates on any Distribution Date (unless, in the case of the Class A Trust Agreement or the Class B Trust Agreement, the Subordination Agent shall have made an Interest Drawing or a withdrawal from the Cash Collateral Account relating to a Liquidity Facility for such Class, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee entitled thereto).

          “ Rating Agencies ” means, with respect to any Class of Certificates, collectively, at any time, each nationally recognized rating agency which shall have been requested to rate such Class of Certificates and which shall then be rating such Class of Certificates. The initial Rating Agencies for the Class A Certificates will be Moody’s and S&P.

          “ Ratings Confirmation ” means, with respect to any action proposed to be taken, with respect to any Class of Certificates, a written confirmation from each of the Rating Agencies that such action would not result in (i) a reduction of the rating for such Class of Certificates below the then current rating for such Class of Certificates or (ii) a withdrawal or suspension of the rating of such Class of Certificates.

          “ Refinancing Certificateholders ” has the meaning specified in Section 8.01(c).

          “ Refinancing Certificates ” has the meaning specified in Section 8.01(c).

          “ Refinancing Equipment Notes ” has the meaning specified in Section 8.01(c).

          “ Refinancing Trust Agreement ” has the meaning specified in Section 8.01(c).

          “ Refinancing Trust ” has the meaning specified in Section 8.01(c).

          “ Refinancing Trustee ” has the meaning specified in Section 8.01(c).

          “ Register ”, with respect to any Trust, has the meaning ascribed to such term in the Trust Agreement for such Trust.

          “ Regular Distribution Dates ” means each January 2 and July 2, commencing on January 2, 2010; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be made on the next succeeding Business Day without additional interest.

          “ Replacement Depositary ” has the meaning specified in the Note Purchase Agreement.

          “ Replacement Liquidity Facility ” means, for any Liquidity Facility, an irrevocable revolving credit agreement (or agreements) in substantially the form of the replaced

Intercreditor Agreement (2009-1)
AA Aircraft EETC

Liquidity Facility, including reinstatement provisions, or in such other form (which may include a letter of credit, surety bond, financial insurance policy or guaranty) as shall permit the Rating Agencies to confirm in writing their respective ratings then in effect for the Certificates of the Class with respect to which such Liquidity Facility was issued (before downgrading of such ratings, if any, as a result of the downgrading, if any, of the applicable Liquidity Provider), in a face amount (or in an aggregate face amount) equal to the applicable Required Amount and issued by a Person (or Persons) having Short-Term Ratings issued by the applicable Rating Agencies that are equal to or higher than the Threshold Rating specified in clause (i) of the definition of Threshold Rating or if such Person (or Persons) does not have a Short-Term Rating from a given applicable Rating Agency, a Long-Term Rating issued by such applicable Rating Agency that is equal to or higher than the Threshold Rating specified in clause (ii) of the definition of Threshold Rating. Without limitation of the form that a Replacement Liquidity Facility otherwise may have pursuant to the preceding sentence, a Replacement Liquidity Facility for any Class of Certificates may have a stated expiration date earlier than 15 days after the Final Legal Distribution Date of such Class of Certificates so long as such Replacement Liquidity Facility provides for a Non-Extension Drawing as contemplated by Section 3.05(d) hereof.

          “ Replacement Liquidity Provider ” means a Person (or Persons) who issues a Replacement Liquidity Facility.

          “ Required Amount ” means, with respect to each Liquidity Facility or the Cash Collateral Account for any Class, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the Class A Certificates on the basis of a 360-day year comprised of twelve 30-day months, that would be distributable on such Class of Certificates on each of the three successive Regular Distribution Dates immediately following such day, in each case calculated on the basis of the Pool Balance of such Class of Certificates on such date and without regard to expected future distributions of principal on such Class of Certificates.

          “ Responsible Officer ” means (i) with respect to the Subordination Agent and each of the Trustees, any officer in the Corporate Trust Department or similar department of the Subordination Agent or such Trustee, as the case may be, or any other officer customarily performing functions similar to those performed by the persons who at the time shall be such officers or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject, and (ii) with respect to any Liquidity Provider, any authorized officer of such Liquidity Provider.

          “ S&P ” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

          “ Scheduled Payment ” means, with respect to any Equipment Note, (i) any payment of principal or interest on such Equipment Note (other than an Overdue Scheduled Payment) or (ii) any distribution in respect of interest on such Equipment Note to the Certificateholders of Certificates of the corresponding Class of Certificates with funds drawn under the Liquidity Facility for such Class or withdrawn from the Cash Collateral Account for such Class, which payment in the case of clause (i) or clause (ii) represents an installment of

Intercreditor Agreement (2009-1)
AA Aircraft EETC

principal on such Equipment Note at the stated maturity of such installment, or the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note, or both; provided, however, that any payment of principal, Premium, if any, or interest resulting from the redemption or purchase of any Equipment Note shall not constitute a Scheduled Payment.

          “ Scheduled Payment Date ” means, with respect to any Scheduled Payment, the date on which such Scheduled Payment is scheduled to be made.

          “ Section 2.04 Fraction ” means, with respect to any Special Distribution Date, a fraction, the numerator of which shall be the amount of principal of the applicable Series A Equipment Notes and Series B Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date, and the denominator of which shall be the aggregate unpaid principal amount of all Series A Equipment Notes and Series B Equipment Notes outstanding as of such Special Distribution Date.

          “ Series A Equipment Notes ” means the equipment notes, if any, issued pursuant to each Indenture by American and authenticated by the Loan Trustee thereunder, and designated “Series A Equipment Notes” thereunder, and any such Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of such Indenture.

          “ Series B Equipment Notes ” means the equipment notes, if any, issued pursuant to each Indenture by American and authenticated by the Loan Trustee thereunder, and designated “Series B Equipment Notes” thereunder, and any such Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of such Indenture.

          “ 60-Day Period ” means 60-day period specified in Section 1110(a)(2)(A) of the Bankruptcy Code.

          “ Short-Term Rating ” means, for any entity, (a) in the case of Moody’s, the short-term senior unsecured debt rating of such entity and (b) in the case of S&P, the short-term issuer credit rating of such entity.

          “ Special Distribution Date ” means, with respect to any Special Payment, the Business Day chosen by the Subordination Agent pursuant to Section 2.04(a) for the distribution of such Special Payment in accordance with this Agreement.

          “ Special Payment ” means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or Collateral.

          “ Special Payments Account ” means the Eligible Deposit Account created pursuant to Section 2.02(a) as a sub-account to the Collection Account.

          “ Special Termination Drawing ” has the meaning assigned to such term in Section 3.05(k).

          “ Special Termination Notice ” with respect to any Liquidity Facility has the meaning assigned to such term (if such term is used therein) in such Liquidity Facility.

Intercreditor Agreement (2009-1)
AA Aircraft EETC

          “ Stated Amount ” with respect to any Liquidity Facility, means the Maximum Commitment (as defined in such Liquidity Facility) of the applicable Liquidity Provider thereunder.

          “ Stated Expiration Date ” has the meaning specified in Section 3.05(d).

          “ Stated Interest Rate ” means with respect to the Class A Certificates, 10.375% per annum and with respect to the Class B Certificates, the rate per annum determined as such for the Class B Certificates.

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

          “ Subordination Agent Incumbency Certificate ” has the meaning specified in Section 2.05(a).

          “ Subordination Agent Representatives ” has the meaning specified in Section 2.05(a).

          “ Tax ” and “ Taxes ” means all governmental fees (including, without limitation, license, filing and registration fees) and all taxes (including, without limitation, franchise, excise, stamp, value added, income, gross receipts, sales, use and property taxes), withholdings, assessments, levies, imposts, duties or charges, of any nature whatsoever, together with any related penalties, fines, additions to tax or interest thereon imposed, withheld, levied or assessed by any country, taxing authority or governmental subdivision thereof or therein or by any international authority, including any taxes imposed on any Person as a result of such Person being required to collect and pay over withholding taxes.

          “ Termination Notice ” has the meaning specified in the Liquidity Facility.

          “ Threshold Rating ” means (i) a Short-Term Rating of P-1 in the case of Moody’s and A-1 in the case of S&P and (ii) in the case of any entity that does not have a Short-Term Rating from any or all of the Rating Agencies, then in lieu of such Short-Term Rating from any such Rating Agency or Rating Agencies, a Long-Term Rating of A2 in the case of Moody’s and A in the case of S&P.

          “ Treasury Regulations ” means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

          “ Triggering Event ” means (x) the occurrence of an Indenture Event of Default under all of the Indentures resulting in a PTC Event of Default with respect to the most senior Class of Certificates then Outstanding, (y) the Acceleration of all of the outstanding 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 $200,000,000 or (z) the occurrence of an American Bankruptcy Event.

Intercreditor Agreement (2009-1)
AA Aircraft EETC

          “ Trust ” means the Class A Trust or, if created, the Class B Trust.

          “ Trust Accounts ” has the meaning specified in Section 2.02(a).

          “ Trust Agreement ” means the Class A Trust Agreement or the Class B Trust Agreement.

          “ Trust Property ”, with respect to any Trust, has the meaning specified in the Trust Agreement for such Trust.

          “ Trust Supplement ” means an agreement supplemental to the Basic Agreement pursuant to which (i) a separate trust is created for the benefit of the holders of Certificates of a Class, (ii) the issuance of the Certificates of a Class representing Fractional Undivided Interests in such trust is authorized and (iii) the terms of the Certificates of such Class are established, as such agreement may from time to time be supplemented, amended or otherwise modified.

          “ Trustee ” means the Class A Trustee or, if the Class B Trust shall have been created, the Class B Trustee.

          “ Trustee Incumbency Certificate ” has the meaning specified in Section 2.05(b).

          “ Trustee Representatives ” has the meaning specified in Section 2.05(b).

          “ Unapplied Provider Advance ” has the meaning specified in the applicable Liquidity Facility.

          “ Underwriters ” means Morgan Stanley & Co. Incorporated and Goldman Sachs & Co.

          “ Underwriting Agreement ” means the Underwriting Agreement, dated June 29, 2009 among the Underwriters and American, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

          “ United States ” means the United States of America.

          “ U.S. Bank ” has the meaning specified in the introductory paragraph of this Agreement.

          “ Withdrawal Notice ” has the meaning specified in Section 3.05(d).

          “ Written Notice ” means, from the Subordination Agent, any Trustee or Liquidity Provider, a written instrument executed by the Designated Representative of such Person. An invoice delivered by the Liquidity Providers pursuant to Section 3.01 in accordance with its normal invoicing procedures shall constitute Written Notice under such Section.

Intercreditor Agreement (2009-1)
AA Aircraft EETC

ARTICLE II

TRUST ACCOUNTS; CONTROLLING PARTY

          Section 2.01. Agreement to Terms of Subordination; Payments from Monies Received Only . (a) Each of the Class A Trustee and, upon accession hereto, the Class B Trustee hereby (i) acknowledges and agrees to the terms of subordination and distribution set forth in this Agreement in respect of each Class of Certificates and (ii) agrees to enforce such provisions and cause all payments in respect of the Equipment Notes held by the Subordination Agent and the Liquidity Facilities to be applied in accordance with the terms of this Agreement. In addition, each of the Class A Trustee and, upon accession hereto, the Class B Trustee hereby agrees to cause the Equipment Notes purchased by the related Trust to be registered in the name of the Subordination Agent or its nominee, as agent and trustee for such Trustee, to be held in trust by the Subordination Agent solely for the purpose of facilitating the enforcement of the subordination and other provisions of this Agreement.

          (b) Except as otherwise expressly provided in the next succeeding sentence of this Section 2.01(b), all payments to be made by the Subordination Agent hereunder shall be made only from amounts received by it that constitute Scheduled Payments, Special Payments and other payments under the Operative Agreements, including payments under Section 4.02 of the Participation Agreements and Section 2.14 of the Indentures, and only to the extent that the Subordination Agent shall have received sufficient income or proceeds therefrom to enable it to make such payments in accordance with the terms hereof. Each of the Class A Trustee and, upon accession hereto, the Class B Trustee and the Subordination Agent hereby agrees, and each Certificateholder, by its acceptance of a Certificate, and each Liquidity Provider, by entering into the Liquidity Facility to which it is or will be a party, has agreed or will agree, as applicable, to look solely to such amounts to the extent available for distribution to it as provided in this Agreement, (in the case of the Class A Certificateholders only) the Deposits or the applicable Trust Agreement, as the case may be, and that none of the Trustees, the Loan Trustees or the Subordination Agent is personally liable to any of them for any amounts payable or any liability arising under this Agreement, any Trust Agreement, any Liquidity Facility or such Certificate, except (in the case of the Subordination Agent) as expressly provided herein or (in the case of the Trustees) as expressly provided herein and in each Trust Agreement or (in the case of the Loan Trustees) as expressly provided in any Operative Agreement.

          (c) Notwithstanding anything to the contrary in this Agreement and in the other Operative Agreements, the Certificates do not represent indebtedness of the related Trust, and references in this Agreement and the Operative Agreements to accrued interest or principal amounts payable on the Certificates of any Class are included only for computational purposes. For purposes of such computations, the Certificates of any Class shall be deemed to be comprised of interest and principal components, with the principal component deemed to be the Pool Balance, and the interest component deemed to equal interest accruing at the Stated Interest Rate for such Class of Certificates from (i) the later of (1) the date of the issuance thereof and (2) the most recent but preceding Distribution Date to which such interest was distributed (ii) to, but excluding, the applicable date of determination, such interest to be considered payable in arrears and to be calculated on the basis of a 360-day year comprised of twelve 30-day months.

Intercreditor Agreement (2009-1)
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          Section 2.02. Trust Accounts . (a) Upon the execution of this Agreement, the Subordination Agent shall establish and maintain in its name (i) the Collection Account as an Eligible Deposit Account, bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustees, the Certificateholders and the Liquidity Providers, and (ii) as a sub-account in the Collection Account, the Special Payments Account as an Eligible Deposit Account, bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustees, the Certificateholders and the Liquidity Providers. The Subordination Agent shall establish and maintain the Cash Collateral Accounts pursuant to and under the circumstances set forth in Section 3.05(f). Upon such establishment and maintenance under Section 3.05(f), the Cash Collateral Accounts shall, together with the Collection Accounts, constitute the “Trust Accounts” hereunder. Without limiting the foregoing, all monies credited to the Trust Accounts shall be, and shall remain, the property of the relevant Trust(s).

          (b) Funds on deposit in the Trust Accounts shall be invested and reinvested by the Subordination Agent in Eligible Investments selected by American or its designated representative if such investments are reasonably available and have maturities no later than the earlier of (i) 90 days following the date of such investment and (ii) the Business Day immediately preceding the Regular Distribution Date or the date of the related distribution pursuant to Section 2.04, as the case may be, next following the date of such investment; provided, however, that, following the making of a Non-Extension Drawing under any Liquidity Facility, the Subordination Agent shall invest and reinvest the amounts in the applicable Cash Collateral Account in Eligible Investments pursuant to the written instructions of the Liquidity Provider funding such Drawing, and provided further, however, that upon the occurrence and during the continuation of a Triggering Event, the Subordination Agent shall invest and reinvest the amounts on deposit in the Trust Accounts (other than amounts in the Cash Collateral Accounts as a result of a Non-Extension Drawing, which shall be governed by the foregoing proviso) in Eligible Investments in accordance with the written instructions of the Controlling Party. Unless otherwise expressly provided in this Agreement (including, without limitation, with respect to Investment Earnings on amounts on deposit in the Cash Collateral Accounts, Section 3.05(f)), any Investment Earnings shall be deposited in the Collection Account when received by the Subordination Agent and shall be applied by the Subordination Agent in the same manner as the other amounts on deposit in the Collection Account are to be applied. The Subordination Agent’s reasonable fees and expenses actually incurred in making such investments and any losses incurred in such investments shall be charged against the principal amount invested. The Subordination Agent shall not be liable for any loss resulting from any investment, reinvestment or liquidation required to be made under this Agreement other than by reason of its willful misconduct or negligence. Eligible Investments and any other investment required to be made hereunder shall be held to their maturities except that any such investment may be sold (without regard to its maturity) by the Subordination Agent without instructions whenever such sale is necessary to make a distribution required under this Agreement. Uninvested funds held hereunder shall not earn or accrue interest.

          (c) The Subordination Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon, except as otherwise expressly provided herein with respect to Investment Earnings). The Trust Accounts shall be held in trust by the Subordination Agent under the sole

Intercreditor Agreement (2009-1)
AA Aircraft EETC

dominion and control of the Subordination Agent for the benefit of the applicable Trustee, the applicable Certificateholders and the applicable Liquidity Provider, as the case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Subordination Agent shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, to which a Rating Agency may consent) establish a new Collection Account, Special Payments Account or Cash Collateral Account, as the case may be, as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Collection Account, Special Payments Account or Cash Collateral Account, as the case may be. So long as the Subordination Agent is an Eligible Institution, the Trust Accounts shall be maintained with it as Eligible Deposit Accounts.

          Section 2.03. Deposits to the Collection Account and Special Payments Account . (a) The Subordination Agent shall, upon receipt thereof, deposit in the Collection Account all Scheduled Payments received by it (other than any Scheduled Payment which by the express terms hereof is to be deposited to a Cash Collateral Account).

          (b) The Subordination Agent shall, on each day when one or more Special Payments are made to the Subordination Agent as holder of the Equipment Notes, deposit in the Special Payments Account the aggregate amount of such Special Payments.

          Section 2.04. Distributions of Special Payments . (a) Notice of Special Payment. Except as provided in Section 2.04(c) below, upon receipt by the Subordination Agent, as registered holder of the Equipment Notes, of any notice of a Special Payment (or, in the absence of any such notice, upon receipt by the Subordination Agent of a Special Payment), the Subordination Agent shall promptly give notice thereof to each Trustee and the Liquidity Providers. The Subordination Agent shall promptly calculate the amount of the proceeds of any redemption or purchase of any Equipment Note or the amount of any Overdue Scheduled Payment or the proceeds of Equipment Notes or Collateral, as the case may be, comprising such Special Payment under the applicable Indenture or Indentures and shall promptly send to each Trustee and the Liquidity Providers a Written Notice of such amount and the amount allocable to each Trust. Such Written Notice shall also set the distribution date for such Special Payment (a “Special Distribution Date”), which shall be the Business Day which immediately follows the later to occur of (x) the 15th day after the date of such Written Notice or (y) the date the Subordination Agent has received or expects to receive such Special Payment. Amounts on deposit in the Special Payments Account shall be distributed in accordance with Sections 2.04(b) and 2.04(c) and Article III hereof, as applicable.

          For the purposes of the application of any Special Payment in respect of any Equipment Note to be distributed on any Special Distribution Date in accordance with Section 3.02 hereof, so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture:

          (i) clause “second” thereof shall be deemed to read as follows: “second, accrued and unpaid Class A Liquidity Expenses then overdue plus an amount equal to all accrued and unpaid Class A Liquidity Expenses not yet overdue multiplied by the Section 2.04 Fraction shall be distributed to the Class A Liquidity Provider”;

Intercreditor Agreement (2009-1)
AA Aircraft EETC

          (ii) clause “third” thereof shall be deemed to read as follows: “third, (i) such amount as shall be required to pay accrued and unpaid interest then overdue on all Class A Liquidity Obligations (at the rate, or in the amount, provided in the Class A Liquidity Facility) plus an amount equal to the amount of accrued and unpaid interest on the Class A Liquidity Obligations not yet overdue multiplied by the Section 2.04 Fraction and (ii) if one or more Special Termination Drawings have been made under the Class A Liquidity Facility that have not been converted into a Final Drawing, the outstanding amount of such Special Termination Drawings shall be distributed to the Class A Liquidity Provider”;

          (iii) clause “seventh” thereof shall be deemed to read as follows: “seventh, such amount as shall be required to pay accrued, due and unpaid interest at the Stated Interest Rate on the outstanding Pool Balance of the Class A Certificates, together with (without duplication) any other accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount of the Series A Equipment Notes held in the Class A Trust being redeemed, purchased or prepaid, in each case excluding interest, if any, payable with respect to the Deposits relating to the Class A Trust shall be paid to the Class A Trustee”;

          (iv) clause “eighth” thereof shall be deemed to read as follows: “eighth, such amount as shall be required to pay any accrued, due and unpaid Class B Adjusted Interest to the holders of the Class B Certificates shall be paid to the Class B Trustee”; and

          (v) clause “tenth” thereof shall be deemed to read as follows: “tenth, such amount as shall be required to pay in full accrued, due and unpaid interest at the Stated Interest Rate on the outstanding Pool Balance of the Class B Certificates which was not previously paid pursuant to clause “eighth” above to the holders of the Class B Certificates, together with (without duplication) any other accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount of the Series B Equipment Notes held in the Class B Trust and being redeemed, purchased or prepaid, shall be paid to the Class B Trustee”.

          (b) Investment of Amounts in Special Payments Account . Any amounts on deposit in the Special Payments Account prior to