Exhibit 4(a)(2)
Execution Copy
TRUST SUPPLEMENT NO. 2002-1G
Dated as of September 24, 2002
between
AMERICAN AIRLINES, INC.
and
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee,
to
PASS THROUGH TRUST AGREEMENT
Dated as of March 21, 2002
American Airlines Pass Through Trust 2002-1G
American Airlines Pass Through Certificates,
Series 2002-1G
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS
Section 1.01. Definitions........................................... 2
ARTICLE II
THE TRUST AND THE TRUSTEE
Section 2.01. Declaration of Trust.................................. 4
Section 2.02. Activities of Trust................................... 5
ARTICLE III
THE APPLICABLE CERTIFICATES
Section 3.01. The Certificates..................................... 5
Section 3.02. Delivery of Documents................................ 7
Section 3.03. The Trustee.......................................... 7
Section 3.04. Representations and Warranties of the Trustee........ 8
Section 3.05. Amendment of Section 7.12(c) of the Basic Agreement.. 9
Section 3.06. Amendment of Section 7.02 of the Basic Agreement..... 9
Section 3.07. Amendment of Section 8.03 of the Basic Agreement..... 9
Section 3.08. Luxembourg Paying Agent.............................. 9
ARTICLE IV
DEFAULT
Section 4.01. Purchase Rights of Certificateholders............... 10
ARTICLE V
STATEMENTS TO CERTIFICATEHOLDERS
i
Section 5.01. Statements to Applicable Certificateholders......... 12
ARTICLE VI
SUPPLEMENTAL AGREEMENTS
Section 6.01. Supplemental Agreements............................. 14
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Final Termination Date.............................. 18
Section 7.02. Basic Agreement Ratified............................ 18
Section 7.03. Governing Law....................................... 18
Section 7.04. Counterparts........................................ 18
Section 7.05. Intention of Parties................................ 18
Section 7.06. Notices............................................. 19
EXHIBIT A Form of Certificate................................. A-1
EXHIBIT B DTC Letter of Representations....................... B-1
SCHEDULE I Aggregate Equipment Note Principal Payments......... I-1
SCHEDULE II Equipment Notes, Principal Amounts and Maturities... II-1
SCHEDULE III Aircraft............................................ III-1
SCHEDULE IV Note Documents...................................... IV-1
ii
TRUST SUPPLEMENT NO. 2002-1G
This TRUST SUPPLEMENT NO. 2002-1G, dated as of September 24, 2002 (the
"Trust Supplement"), between American Airlines, Inc., a Delaware corporation,
and State Street Bank and Trust Company of Connecticut, National Association, a
national banking association, as Trustee, to the Pass Through Trust Agreement,
dated as of March 21, 2002, between the Company (such term and other capitalized
terms used herein without definition being defined as provided in Section 1.01)
and the Trustee (the "Basic Agreement").
W I T N E S S E T H:
WHEREAS, the Basic Agreement, which is unlimited as to the aggregate face
amount of Certificates that may be issued and authenticated thereunder, has
heretofore or concurrently herewith been executed and delivered;
WHEREAS, the Company is the owner of 19 aircraft described in Schedule III
(collectively, the "Aircraft");
WHEREAS, pursuant to each Indenture, the Company will issue, on a recourse
basis, the Equipment Notes, which Equipment Notes are to be secured by a
security interest in all right, title and interest of the Company in and to the
Aircraft and certain other property described in such Indenture;
WHEREAS, the Trustee shall hereby declare the creation of the Applicable
Trust (as defined below) for the benefit of Holders of the Applicable
Certificates (as defined below) to be issued in respect of such Applicable
Trust, and the initial Holders of the Applicable Certificates, as grantors of
such Applicable Trust, by their respective acceptances of the Applicable
Certificates, shall join in the creation of the Applicable Trust with the
Trustee;
WHEREAS, all Certificates to be issued by the Applicable Trust will
evidence Fractional Undivided Interests in the Applicable Trust and will have no
rights, benefits or interests in respect of any other separate Trust or the
property held therein;
WHEREAS, pursuant to the terms and conditions of the Basic Agreement, as
supplemented by this Trust Supplement, and the Participation Agreements, the
Trustee on behalf of the Applicable Trust shall on the date hereof purchase the
Equipment Notes issued by the Company pursuant to the Indenture relating to the
relevant Aircraft, having the identical interest rate as, and final maturity
dates not later than the final Regular Distribution Date of, the Applicable
Certificates issued hereunder and shall hold such Equipment Notes in trust for
the benefit of the Applicable Certificateholders;
WHEREAS, pursuant to the terms and conditions of the Intercreditor
Agreement (as defined
below), the Trustee and the other parties thereto will agree to the terms of
subordination set forth therein;
WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the Trust
Indenture Act and shall, to the extent applicable, be governed by such
provisions;
NOW THEREFORE, in consideration of the mutual agreements herein contained,
and of other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. Unless otherwise specified herein or the
context otherwise requires, capitalized terms used but not defined herein shall
have the respective meanings set forth, and shall be construed and interpreted
in the manner described, in the Basic Agreement or, to the extent not defined
therein, in the Intercreditor Agreement.
Applicable Certificateholder: Means the Person in whose name an
Applicable Certificate is registered on the Register for the Applicable
Certificates.
Applicable Certificates: Has the meaning specified in Section 3.01
of this Trust Supplement.
Applicable Trust: Has the meaning specified in Section 2.01 of this
Trust Supplement.
Basic Agreement: Has the meaning specified in the first paragraph of
this Trust Supplement.
Intercreditor Agreement: Means the Intercreditor Agreement, dated as
of the date hereof, by and among the Trustee, the Other Trustees, the
Liquidity Providers named therein, the Policy Provider and State Street
Bank and Trust Company of Connecticut, National Association, as
Subordination Agent.
Luxembourg Listing Agent: Means, initially, Dexia Banque
Internationale a
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Luxembourg, and any replacements or successors as Luxembourg listing
agent.
Luxembourg Paying Agent: Has the meaning specified in Section 3.08
of this Trust Supplement.
Note Documents: Means the Equipment Notes with respect to the
Applicable Certificates and, with respect to any such Equipment Note, the
related Indenture and Participation Agreement.
Other Agreements: Means (i) the Basic Agreement as supplemented by
Trust Supplement No. 2002-1C dated as of the date hereof relating to
American Airlines Pass Through Trust 2002-1C or, in connection with a
refunding of the Class C Certificates in accordance with Exhibit A to the
Intercreditor Agreement, as supplemented by the trust supplement executed
in connection with the new class C certificates issued upon such
refunding; (ii) the Basic Agreement as supplemented by Trust Supplement
No. 2002-1D dated as of the date hereof relating to American Airlines Pass
Through Trust 2002-1D or, in connection with a refunding of the Class D
Certificates in accordance with Exhibit A to the Intercreditor Agreement,
as supplemented by the trust supplement executed in connection with the
new class D certificates issued upon such refunding; and (iii) if Class E
Certificates are issued, the Basic Agreement as supplemented by Trust
Supplement No. 2002-1E relating to American Airlines Pass Through Trust
2002-1E.
Other Trustees: Means the trustees under the Other Agreements, and
any successor or other trustee appointed as provided therein.
Other Trusts: Means the American Airlines Pass Through Trust 2002-1C
created on the date hereof (or, in connection with a refunding of the
Class C Certificates in accordance with Exhibit A to the Intercreditor
Agreement, the trust formed in connection therewith for the issuance of
the new class C certificates) and the American Airlines Pass Through Trust
2002-1D created on the date hereof (or, in connection with a refunding of
the Class D Certificates in accordance with Exhibit A to the Intercreditor
Agreement, the trust formed in connection therewith for the issuance of
the new class D certificates), and, if Class E Certificates are issued,
the American Airlines Pass Through Trust 2002-1E.
Participation Agreement: Means each Participation Agreement among
the Company and State Street Bank and Trust Company of Connecticut,
National Association as the Trustee, the Other Trustees, the Subordination
Agent and the Loan Trustee and in its individual capacity, as the same may
be amended, supplemented or otherwise modified in accordance with its
terms.
Policy: Has the meaning specified in Section 3.01(i).
Pool Balance: Means, as of any date, (i) the original aggregate face
amount of the
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Applicable Certificates less (ii) the aggregate amount of all
distributions made in respect of such Applicable Certificates other than
distributions made in respect of interest, Break Amount, if any, or
Prepayment Premium, if any, or reimbursement of any costs or expenses
incurred in connection therewith. The Pool Balance as of any Distribution
Date shall be computed after giving effect to the payment of principal, if
any, on the Equipment Notes or other Trust Property and the distribution
thereof to be made on that date and payments under the Policy made for the
benefit of the Applicable Certificateholders (other than in respect of the
Class G Primary Liquidity Facility or interest on the Applicable
Certificates).
Pool Factor: Means, as of any Distribution Date, the quotient
(rounded to the seventh decimal place (and rounding 0.00000005 up))
computed by dividing (i) the Pool Balance by (ii) the original aggregate
face amount of the Applicable Certificates. The Pool Factor as of any
Distribution Date shall be computed after giving effect to the payment of
principal, if any, on the Equipment Notes or other Trust Property and the
distribution thereof to be made on that date and payments under the Policy
made for the benefit of the Applicable Certificateholders (other than in
respect of the Class G Primary Liquidity Facility or interest on
Applicable Certificates).
Prospectus Supplement: Means the Prospectus Supplement dated
September 17, 2002, relating to the offering of the Class G Certificates.
Trust Property: Means (i) subject to the Intercreditor Agreement,
the Equipment Notes held as the property of the Applicable Trust, all
monies at any time paid thereon and all monies due and to become due
thereunder, (ii) funds from time to time deposited in the Certificate
Account and the Special Payments Account and (iii) all rights of the
Applicable Trust and the Trustee, on behalf of the Applicable Trust, under
the Intercreditor Agreement, the Policy, the Class G Above-Cap Liquidity
Facility and the Class G Primary Liquidity Facility, including, without
limitation, all rights to receive certain payments under such documents,
and all monies paid to the Trustee on behalf of the Applicable Trust
pursuant to the Intercreditor Agreement, the Policy, the Class G Above-Cap
Liquidity Facility and the Class G Primary Liquidity Facility.
Trusts: Means, collectively, the American Airlines 2002-1 Pass
Through Trusts to be formed pursuant to the Basic Agreement, as
supplemented by this Trust Supplement and the Other Agreements.
Trust Supplement: Has the meaning specified in the first paragraph
of this Trust Supplement.
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ARTICLE II
THE TRUST AND THE TRUSTEE
Section 2.01. Declaration of Trust. The Trustee hereby declares the
creation of a Trust, designated the "American Airlines Pass Through Trust
2002-1G" (the "Applicable Trust"), for the benefit of the Holders of the
Applicable Certificates to be issued in respect of such Applicable Trust, and
the initial Holders of the Applicable Certificates, as grantors of such
Applicable Trust, by their respective acceptances of the Applicable
Certificates, join in the creation of such Applicable Trust with the Trustee.
The Trustee, by the execution and delivery of this Trust Supplement,
acknowledges its acceptance of all right, title and interest in and to the Trust
Property to be acquired pursuant to Section 2.02 of the Basic Agreement and each
Participation Agreement and the Trustee will hold such right, title and interest
for the benefit of all present and future Holders of the Applicable
Certificates, upon the trusts set forth in the Basic Agreement and this Trust
Supplement.
Section 2.02. Activities of Trust. (a) Other than in connection with the
transactions contemplated by this Agreement or the Note Documents, the Trustee
on behalf of the Applicable Trust shall not (i) borrow money or issue debt or
(ii) merge with another entity, reorganize, liquidate or sell its assets.
(b) The activities of the Trustee engaged in on behalf of the Applicable
Trust shall be limited to those activities authorized by this Agreement or the
Note Documents.
ARTICLE III
THE APPLICABLE CERTIFICATES
Section 3.01. The Certificates. There is hereby created a series of
Certificates to be issued under this Agreement designated as "American Airlines
Pass Through Certificates, Series 2002-1G" (the "Applicable Certificates"). Each
Applicable Certificate represents a Fractional Undivided Interest in the
Applicable Trust created hereby. The Applicable Certificates shall be the only
instruments evidencing a fractional undivided interest in the Applicable Trust.
The terms and conditions applicable to the Applicable Certificates and the
Applicable Trust are as follows:
(a) The aggregate face amount of the Applicable Certificates that
may be authenticated and delivered under this Agreement (except for
Applicable Certificates authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Applicable
Certificates pursuant to Sections 3.03, 3.04, 3.05 and 3.06 of the Basic
Agreement) is $617,000,000.
(b) The Cut-Off Date is November 24, 2002.
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(c) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means March 23, June 23, September 23 and December 23
of each year, commencing on December 23, 2002 until payment of all of the
Scheduled Payments to be made under the Equipment Notes has been made. The
principal amount of the Equipment Notes to be held by the Applicable Trust
is scheduled for payment on March 23, June 23, September 23 and December
23 (or the next succeeding Business Day) in certain years, beginning on
March 23, 2003 and ending on September 23, 2007, as set out in Schedule I.
Notwithstanding the provisions of Section 12.11 of the Basic Agreement, if
a Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day
and interest shall accrue during the intervening period.
(d) The Special Distribution Dates with respect to the Applicable
Certificates means any Business Day on which a Special Payment is to be
distributed pursuant to this Agreement.
(e) The Applicable Certificates shall be in the form attached hereto
as Exhibit A, shall be Book-Entry Certificates and shall be subject to the
conditions set forth in the Letter of Representations between the Company
and The Depository Trust Company, as initial Clearing Agency, attached
hereto as Exhibit B.
(f) The proceeds of the Applicable Certificates issued by the
Applicable Trust shall be used to acquire the Equipment Notes described in
Schedule II, such Equipment Notes to relate to the Aircraft described in
Schedule III and the Note Documents described in Schedule IV.
(g) Any Person acquiring or accepting an Applicable Certificate or
an interest therein will, by such acquisition or acceptance, be deemed to
represent and warrant to the Company, the Loan Trustees and the Trustee
that either (i) no assets of an employee benefit plan subject to Title I
of ERISA, or of an employee benefit plan or an individual retirement
account subject to Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") or a governmental or church plan, or any trust
established under such plan or account, have been used to purchase
Applicable Certificates or an interest therein or (ii) the purchase and
holding of Applicable Certificates or interests therein by such Person is
exempt from the prohibited transaction restrictions of ERISA and the Code
or any provisions of state or federal laws or regulations that are
substantially similar to the foregoing provisions of ERISA and the Code,
as applicable, pursuant to one or more prohibited transaction statutory or
administrative exemptions.
(h) The Applicable Certificates will be subject to the Intercreditor
Agreement (and to the extent the terms of the Intercreditor Agreement
(including the definitions of defined terms) are inconsistent with the
terms of this Agreement, such Intercreditor Agreement shall control).
Potential Purchasers shall have the rights upon the occurrence of
6
a Triggering Event set forth in Article IV hereof. The Trustee and, by
acceptance of any Applicable Certificate, each Certificateholder thereof,
agrees to be bound by all of the provisions of the Intercreditor
Agreement, including the subordination provisions of Section 9.09 thereof.
(i) Distributions of interest on the Applicable Certificates when
scheduled and distributions of the outstanding Pool Balance on the
Applicable Certificates on the Final Legal Distribution Date (as defined
in the Intercreditor Agreement) for such Applicable Certificates and under
certain other circumstances will be supported by a financial guaranty
insurance policy to be issued by the Policy Provider pursuant to the
Policy Provider Agreement ("Policy").
(j) Distributions of interest on the Applicable Certificates will be
supported by the Class G Primary Liquidity Facility to be provided by the
Class G Primary Liquidity Provider and the Class G Above-Cap Liquidity
Facility to be provided by the Class G Above- Cap Liquidity Provider, in
each case for the benefit of the Applicable Certificateholders.
(k) As of the Issuance Date, the Parent will not guarantee the
obligations of the Company under any Equipment Notes to be acquired by the
Trust.
(l) Subject to Section 2.02(b) of the Basic Agreement, there will
not be any deposit agreement, escrow agreement or other similar
arrangement prior to delivery of the Aircraft.
(m) The Responsible Party is the Company.
(n) For purposes of this Agreement, if and for so long as any of the
Applicable Certificates are listed on the Luxembourg Stock Exchange, the
term "Business Day," for purposes of any payments or distributions made by
the Luxembourg Paying Agent pursuant to Section 3.08 hereof, shall exclude
any Saturday, Sunday or other day on which commercial banks are required
or authorized to close in Luxembourg.
Section 3.02. Delivery of Documents. The Trustee is hereby directed (a) to
execute and deliver, on or prior to the Issuance Date, the Intercreditor
Agreement, the Policy Provider Agreement and each Participation Agreement, each
in the form delivered to the Trustee by the Company, and (b) subject to the
respective terms thereof, to perform its obligations thereunder. On the Issuance
Date, the Trustee shall duly execute, deliver, authenticate, issue and sell
Applicable Certificates in authorized denominations equaling in the aggregate
the amount set forth, with respect to the Applicable Trust, in Schedule I to the
Underwriting Agreement, which Applicable Certificates shall evidence the entire
ownership interest in the Applicable Trust and which amount equals the aggregate
principal amount of Equipment Notes to be purchased by the Trustee on the
Issuance Date pursuant to the Participation Agreement. Except as provided in
Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not
execute, authenticate or deliver Applicable Certificates
7
in excess of the aggregate amount specified in this paragraph. The provisions of
this Section 3.02(a) supersede and replace the first sentence of Section 3.02(a)
of the Basic Agreement, with respect to the Applicable Trust.
Section 3.03. The Trustee. (a) Subject to Section 3.04 of this Trust
Supplement and Section 7.15 of the Basic Agreement, the Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Trust Supplement or the due execution hereof by the Company
or the other parties hereto (other than the Trustee), or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company, except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the Policy Provider
Agreement and each Participation Agreement has been executed and delivered by
one of its officers who is duly authorized to execute and deliver such document
on its behalf.
(b) Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Trust Supplement other than as set forth in the Basic Agreement
and this Trust Supplement, and this Trust Supplement is executed and accepted on
behalf of the Trustee, subject to all the terms and conditions set forth in the
Basic Agreement as fully to all intents as if the same were herein set forth at
length.
Section 3.04. Representations and Warranties of the Trustee. The Trustee
hereby represents and warrants that:
(a) the Trustee has full power, authority and legal right to
execute, deliver and perform each Applicable Certificate, this Trust
Supplement, the Intercreditor Agreement, the Policy Provider Agreement and
the Note Documents to which it is a party (collectively, the "Trustee
Agreements") and has taken all necessary action to authorize the
execution, delivery and performance by it of the Trustee Agreements;
(b) the execution, delivery and performance by the Trustee of the
Trustee Agreements (i) will not violate any provision of any United States
federal law or the law of the state of the United States where it is
located governing the banking and trust powers of the Trustee or any
order, writ, judgment, or decree of any court, arbitrator or governmental
authority applicable to the Trustee or any of its assets, (ii) will not
violate any provision of the articles of association or by-laws of the
Trustee, and (iii) will not violate any provision of, or constitute, with
or without notice or lapse of time, a default under, or result in the
creation or imposition of any lien on any properties included in the Trust
Property pursuant to the provisions of any mortgage, indenture, contract,
agreement or other undertaking to which it is a party, which violation,
default or lien could reasonably be expected to have an adverse effect on
the Trustee's performance or ability to perform its duties hereunder or
thereunder or on the transactions contemplated herein or therein;
(c) the execution, delivery and performance by the Trustee of the
Trustee
8
Agreements will not require the authorization, consent, or approval of,
the giving of notice to, the filing or registration with, or the taking of
any other action in respect of, any governmental authority or agency of
the United States or the state of the United States where it is located
regulating the banking and corporate trust activities of the Trustee; and
(d) the Trustee Agreements have been, or will be, as applicable,
duly executed and delivered by the Trustee and constitute, or will
constitute, as applicable, the legal, valid and binding agreements of the
Trustee, enforceable against it in accordance with their respective terms;
provided, however, that enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and (ii) general principles of
equity.
Section 3.05. Amendment of Section 7.12(c) of the Basic Agreement. For
purposes of this Agreement, references to the term "corporation" as used in
Section 7.12(c) of the Basic Agreement shall be deemed to include a bank or
trust company.
Section 3.06. Amendment of Section 7.02 of the Basic Agreement. The
Trustee agrees, in addition to the agreements contained in Section 7.02 of the
Basic Agreement, that it will promptly transmit any such notices to the
Luxembourg Paying Agent, the Class G Primary Liquidity Provider, the Class G
Above-Cap Liquidity Provider and the Policy Provider.
Section 3.07. Amendment of Section 8.03 of the Basic Agreement. If and for
so long as any of the Applicable Certificates are listed on the Luxembourg Stock
Exchange and the rules of the Luxembourg Stock Exchange shall so require, the
Trustee shall promptly furnish to the Luxembourg Listing Agent following receipt
thereof from the Company (i) copies of the Operative Agreements (as defined in
the Intercreditor Agreement) and (ii) copies of the information received by the
Trustee from the Company pursuant to Section 8.04 of the Basic Agreement.
Section 3.08. Luxembourg Paying Agent. If and for so long as any of the
Applicable Certificates are listed on the Luxembourg Stock Exchange and the
rules of the Luxembourg Stock Exchange shall so require, the Trustee shall
maintain a paying agent in Luxembourg (the "Luxembourg Paying Agent"), which
shall be considered an additional Paying Agent for purposes of the Agreement,
notwithstanding the second sentence of Section 7.12(b) of the Basic Agreement.
The Trustee also shall continue to act as Paying Agent with respect to the
Applicable Certificates. The Luxembourg Paying Agent, by accepting its
appointment, shall be deemed to agree to perform the duties of the paying agent
set forth in the Prospectus Supplement and the other requirements of the
Luxembourg Stock Exchange. The Trustee hereby initially appoints Dexia Banque
Internationale a Luxembourg, as Luxembourg Paying Agent and as the Trustee's
agent where notices and demands to or upon the Trustee in respect of any
Applicable Certificates listed on the Luxembourg Stock Exchange may be served,
where payments of principal, interest, Break Amount (if any), and Prepayment
Premium (if any) on the Definitive Certificates (if any) may be made upon
written request of the registered holder of a Definitive Certificate (if any) to
the Trustee or to the Luxembourg Paying Agent (a copy of which shall be
furnished to the Trustee), and where such
9
Applicable Certificates may be surrendered for exchange on the terms and
conditions set forth in this Agreement. The Trustee shall, upon written request
of the Company, at any time and from time to time, vary or terminate the
appointment of such Luxembourg Paying Agent or appoint any additional or
replacement Luxembourg Paying Agent for any or all of such purposes, subject to
the requirements of the first sentence of this Section 3.08. The Trustee shall
direct the Luxembourg Paying Agent to promptly forward copies of all inquiries
and requests relating to the Applicable Certificates to the Trustee.
ARTICLE IV
DEFAULT
Section 4.01. Purchase Rights of Certificateholders. (a) By acceptance of
its Applicable Certificate, each Applicable Certificateholder agrees that at any
time after the occurrence and during the continuation of a Triggering Event,
(i) subject to Section 4.01(a)(iv) below, each Class C
Certificateholder (other than the Company or any Affiliate of the Company)
shall have the right to purchase all, but not less than all, of the
Applicable Certificates upon ten days' prior written notice to the Trustee
and each other Class C Certificateholder, provided that (A) if prior to
the end of such ten-day period any other Class C Certificateholder (other
than the Company or any Affiliate of the Company) notifies such purchasing
Class C Certificateholder that such other Class C Certificateholder wants
to participate in such purchase, then such other Class C Certificateholder
may join with the purchasing Class C Certificateholder to purchase all,
but not less than all, of the Applicable Certificates pro rata based on
the Fractional Undivided Interest in the Class C Trust held by each such
Class C Certificateholder and (B) if prior to the end of such ten-day
period any other Class C Certificateholder fails to notify the purchasing
Class C Certificateholder of such other Class C Certificateholder's desire
to participate in such a purchase, then such other Class C
Certificateholder shall lose its right to purchase the Applicable
Certificates pursuant to this Section 4.01(a)(i); and
(ii) subject to Section 4.01(a)(iv) below, each Class D
Certificateholder (other than the Company or any Affiliate of the Company)
shall have the right (which shall not expire upon any purchase of the
Applicable Certificates pursuant to clause (i) above) to purchase all, but
not less than all, of the Applicable Certificates and the Class C
Certificates upon ten days' prior written notice to the Trustee, the Class
C Trustee and each other Class D Certificateholder, provided that (A) if
prior to the end of such ten-day period any other Class D
Certificateholder (other than the Company or any Affiliate of the Company)
notifies such purchasing Class D Certificateholder that such other Class D
Certificateholder wants to participate in such purchase, then such other
Class D Certificateholder may join with the purchasing Class D
Certificateholder to purchase all, but not less than all, of the
Applicable Certificates and the Class C Certificates pro rata based on the
Fractional Undivided Interest in the Class D Trust held by each such Class
D Certificateholder and (B) if prior to the end
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of such ten-day period any other Class D Certificateholder fails to notify
the purchasing Class D Certificateholder of such other Class D
Certificateholder's desire to participate in such a purchase, then such
other Class D Certificateholder shall lose its right to purchase the
Applicable Certificates and the Class C Certificates pursuant to this
Section 4.01(a)(ii); and
(iii) subject to Section 4.01(a)(iv) below, each Class E
Certificateholder (other than the Company or any Affiliate of the Company)
(if the Class E Certificates are issued) shall have the right (which shall
not expire upon any purchase of the Applicable Certificates or the Class C
Certificates pursuant to clause (i) or (ii) above) to purchase all, but
not less than all, of the Applicable Certificates, the Class C
Certificates and the Class D Certificates upon ten days' prior written
notice to the Trustee, the Class C Trustee, the Class D Trustee and each
other Class E Certificateholder, provided that (A) if prior to the end of
such ten-day period any other Class E Certificateholder (other than the
Company or any Affiliate of the Company) notifies such purchasing Class E
Certificateholder that such other Class E Certificateholder wants to
participate in such purchase, then such other Class E Certificateholder
may join with the purchasing Class E Certificateholder to purchase all,
but not less than all, of the Applicable Certificates, the Class C
Certificates, and the Class D Certificates pro rata based on the
Fractional Undivided Interest in the Class E Trust held by each such Class
E Certificateholder and (B) if prior to the end of such ten-day period any
other Class E Certificateholder fails to notify the purchasing Class E
Certificateholder of such other Class E Certificateholder's desire to
participate in such a purchase, then such other Class E Certificateholder
shall lose its right to purchase the Applicable Certificates, the Class C
Certificates and the Class D Certificates pursuant to this Section
4.01(a)(iii); and
(iv) whether or not any Certificateholder of any Class has exercised
its rights pursuant to the foregoing provisions of this Section 4.01, the
Policy Provider (except in the case of a Policy Provider Default), if it
is then the Controlling Party, shall have the right to purchase all, but
not less than all, of the Applicable Certificates upon ten days' written
notice to the Trustee, the Class C Trustee, the Class D Trustee, the Class
E Trustee (if the Class E Certificates are issued) and the holders of the
Applicable Certificates, the Class C Certificates, the Class D
Certificates and the Class E Certificates (if the Class E Certificates are
issued).
The purchase price with respect to the Applicable Certificates shall be
equal to the Pool Balance of the Applicable Certificates, together with accrued
and unpaid interest in respect thereof to the date of such purchase, without
Break Amount or Prepayment Premium, but including any other amounts then due and
payable to the Applicable Certificateholders under this Agreement, the
Intercreditor Agreement or any Note Document or on or in respect of the
Applicable Certificates; provided, however, that if such purchase occurs after
the Record Date relating to any Distribution Date, such purchase price shall be
reduced by the amount to be distributed hereunder on such related Distribution
Date (which deducted amounts shall remain distributable to, and may be retained
by, the Applicable Certificateholders as of such Record Date); provided further
that no such purchase of Applicable Certificates pursuant to clause (ii), (iii)
or (iv) above shall be effective unless the
11
purchaser(s) shall certify to the Trustee that contemporaneously with such
purchase, such purchaser(s) is purchasing, pursuant to the terms of this
Agreement and the Intercreditor Agreement, all of the Applicable Certificates,
the Class C Certificates and the Class D Certificates, if any, that are senior
to the securities held by such purchaser(s). Each payment of the purchase price
of the Applicable Certificates referred to in the first sentence hereof shall be
made to an account or accounts designated by the Trustee and each such purchase
shall be subject to the terms of this Section 4.01(a). Each Applicable
Certificateholder agrees by its acceptance of its Certificate that it will,
subject to Section 3.04 of the Basic Agreement, upon payment from such Class C
Certificateholder(s), Class D Certificateholder(s), Class E Certificateholder(s)
or the Policy Provider, as the case may be, of the purchase price set forth in
the first sentence of this paragraph, forthwith sell, assign, transfer and
convey to the purchaser(s) thereof (without recourse, representation or warranty
of any kind except as to its own acts) all of the right, title, interest and
obligation of such Applicable Certificateholder in the Agreement, the
Intercreditor Agreement, each Liquidity Facility, the Policy, the Policy
Provider Agreement, the Reference Agency Agreement, the Note Documents and all
Applicable Certificates held by such Applicable Certificateholder (excluding all
right, title and interest under any of the foregoing to the extent such right,
title or interest is with respect to an obligation not then due and payable as
respects any action or inaction or state of affairs occurring prior to such
sale) and the purchaser(s) shall assume all of such Applicable
Certificateholder's obligations under this Agreement, the Intercreditor
Agreement, each Liquidity Facility, the Policy, the Policy Provider Agreement,
the Reference Agency Agreement, the Note Documents and all such Applicable
Certificates. The Applicable Certificates will be deemed to be purchased on the
date payment of the purchase price is made notwithstanding the failure of any
Applicable Certificateholder to deliver any Applicable Certificate and, upon
such a purchase, (i) the only rights of the Applicable Certificateholders will
be to deliver the Applicable Certificates and (ii) if the purchaser(s) shall so
request, each such Applicable Certificateholder will comply with all the
provisions of Section 3.04 of the Basic Agreement to enable new Applicable
Certificates to be issued to the purchaser(s) in such denominations as it shall
request. All charges and expenses in connection with the issuance of any such
new Applicable Certificates shall be borne by the purchaser(s) thereof.
As used in this Section 4.01(a), the terms "Class C Certificate", "Class C
Certificateholder", "Class C Trust", "Class C Trustee", "Class D Certificate",
"Class D Certificateholder", "Class D Trust", "Class D Trustee", "Class E
Certificate", "Class E Certificateholder", "Class E Trust"and "Class E Trustee"
shall have the respective meanings assigned to such terms in the Intercreditor
Agreement.
(b) This Section 4.01 supplements and, to the extent inconsistent with any
provision of Section 6.01(d) of the Basic Agreement, replaces the provisions of
Section 6.01(d) of the Basic Agreement. Notwithstanding anything to the contrary
set forth herein or in any Operative Agreement, the provisions of this Section
4.01 may not be amended in any manner without the consent of each Class C
Certificateholder, Class D Certificateholder or Class E Certificateholder, if
any, that would be adversely affected thereby.
12
ARTICLE V
STATEMENTS TO CERTIFICATEHOLDERS
Section 5.01. Statements to Applicable Certificateholders. (a) On each
Distribution Date, the Trustee will include with each distribution to Applicable
Certificateholders of a Scheduled Payment or Special Payment, as the case may
be, a statement setting forth the information provided below. Such statement
shall set forth the following information (per $1,000 aggregate face amount of
Applicable Certificate as to (i), (ii) and (iii) below):
(i) the aggregate amount of funds distributed on such Distribution Date
under this Agreement, indicating the amount allocable to each source (including
any portion thereof paid by the Liquidity Providers and/or the Policy Provider);
(ii) the amount of such distribution under this Agreement allocable to
principal and the amount allocable to Break Amount, if any, and Prepayment
Premium, if any;
(iii) the amount of such distribution under this Agreement allocable to
interest;
(iv) the Pool Balance and the Pool Factor; and
(v) the LIBOR rates for the current and immediately preceding Interest
Periods, as determined under the Reference Agency Agreement by the Reference
Agent (as defined therein).
With respect to the Applicable Certificates registered in the name of a
Clearing Agency or its nominee, on the Record Date prior to each Distribution
Date, the Trustee will request from the Clearing Agency a securities position
listing setting forth the names of all the Clearing Agency Participants
reflected on the Clearing Agency's books as holding interests in the Applicable
Certificates on such Record Date. On each Distribution Date, the Trustee will
mail to each such Clearing Agency Participant, whose name has been provided by
the Clearing Agency, the statement described above and will make available
additional copies as requested by such Clearing Agency Participants for
forwarding to holders of interests in the Applicable Certificates.
(b) Within a reasonable period of time after the end of each calendar year
but not later than the latest date permitted by law, the Trustee shall furnish
to each Person who at any time during such calendar year was an Applicable
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i), (a)(ii) and (a)(iii) above for such
calendar year or, in the event such Person was an Applicable Certificateholder
of record during a portion of such calendar year, for the applicable portion of
such year, and such other items as are readily available to the Trustee and
which an Applicable Certificateholder may reasonably request as necessary for
the purpose of such Applicable Certificateholder's preparation of its federal
income tax returns. With respect to Certificates registered in the name of a
Clearing Agency or its nominee, such
13
statement and such other items shall be prepared on the basis of information
supplied to the Trustee by the Clearing Agency Participants and shall be
delivered by the Trustee to such Clearing Agency Participants to be available
for forwarding by such Clearing Agency Participants to the holders of interests
in the Applicable Certificates.
(c) If and for so long as any of the Applicable Certificates are listed on
the Luxembourg Stock Exchange, all information and documents required to be
delivered pursuant to this Section 5.01 (other than Section 5.01(b)) shall also
be provided to the Luxembourg Paying Agent and made available at the Luxembourg
Paying Agent's offices in Luxembourg, free of charge.
(d) This Section 5.01 supersedes and replaces Section 4.03 of the Basic
Agreement.
ARTICLE VI
SUPPLEMENTAL AGREEMENTS
Section 6.01. Supplemental Agreements. For purposes of the Applicable
Trust, Section 9.01 and 9.02 of the Basic Agreement shall be amended to read as
follows:
"Section 9.01. Supplemental Agreements Without Consent of Applicable
Certificateholders. Without the consent of the Applicable Certificateholders,
the Company may (but will not be required to), and the Trustee (subject to
Section 9.03) shall, at the Company's request, at any time and from time to
time, enter into one or more agreements supplemental hereto or, at the request
of the Company, enter into one or more amendments or supplements to the
Intercreditor Agreement, the Participation Agreements, the Reference Agency
Agreement, any Liquidity Facility, the Policy or the Policy Provider Agreement,
for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of
Certificates and other matters contemplated by Section 2.01(b) or to
add, or to change or eliminate, any provision affecting a series of
Certificates not yet issued; or
(2) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company
contained in this Agreement or of the Company's obligations under
any of the Participation Agreements, the Reference Agency Agreement,
any Liquidity Facility or the Policy Provider Agreement; or
(3) to add to the covenants of the Company for the benefit of the
Certificateholders of any series, or to surrender any right or power
conferred upon the Company in this Agreement, the Intercreditor
Agreement, the Participation Agreements, the Reference Agency
Agreement, any Liquidity Facility, the Policy or the Policy Provider
Agreement; or
14
(4) to cure any ambiguity or to correct any mistake or inconsistency
contained in the Certificates of any series, in this Agreement or in
any related Trust Supplement, the Intercreditor Agreement, the
Participation Agreements, the Reference Agency Agreement, any
Liquidity Facility, the Policy or the Policy Provider Agreement; or
(5) to make or modify any other provision in regard to matters or
questions arising under the Certificates of any series, this
Agreement or in any related Trust Supplement, the Intercreditor
Agreement, the Participation Agreements, the Reference Agency
Agreement, any Liquidity Facility, the Policy or the Policy Provider
Agreement as the Company may deem necessary or desirable and that
will not materially adversely affect the interests of the related
Certificateholders; or
(6) to comply with any requirement of the SEC, any applicable law, rules
or regulations of any exchange (including the Luxembourg Stock
Exchange) or quotation system on which the Applicable Certificates
are listed (or to facilitate any listing of the Applicable
Certificates on any exchange (including the Luxembourg Stock
Exchange) or quotation system), or of any regulatory body; or
(7) to modify, eliminate or add to the provisions of this Agreement, the
Intercreditor Agreement, the Reference Agency Agreement, any
Liquidity Facility, the Policy or the Policy Provider Agreement to
such extent as shall be necessary to establish or continue the
qualification of this Agreement (including any supplemental
agreement), the Intercreditor Agreement, the Participation
Agreements, the Reference Agency Agreement, any Liquidity Facility,
the Policy or the Policy Provider Agreement or any other agreement
or instrument related to the Applicable Certificates under the Trust
Indenture Act or under any similar Federal statute hereafter
enacted, and to add to this Agreement, the Intercreditor Agreement,
the Participation Agreements, the Reference Agency Agreement, any
Liquidity Facility, the Policy or the Policy Provider Agreement such
other provisions as may be expressly permitted by the Trust
Indenture Act, excluding, however, the provisions referred to in
Section 316(a)(2) of the Trust Indenture Act as in effect at the
date as of which this Trust Supplement was executed or any
corresponding provision in any similar Federal statute hereafter
enacted; or
(8) to evidence and provide for the acceptance of appointment by a
successor Trustee under this Agreement, with respect to one or more
Trusts and to add to or change any of the provisions of this
Agreement, the Intercreditor Agreement, the Participation
Agreements, the Reference Agency Agreement, any Liquidity Facility,
the Policy or the Policy Provider Agreement as shall be necessary to
provide for or facilitate the administration of the Trust hereunder
and thereunder by more than one Trustee, pursuant to the
requirements of Section 7.10, or to provide multiple Liquidity
Facilities with respect to one or more Trusts; or
15
(9) to provide the information required under Section 7.12 and Section
12.04 as to the Trustee; or
(10) to add to or change any of the provisions of the Certificates of any
series, this Agreement or any Trust Supplement to such extent as
shall be necessary to facilitate the issuance of Certificates of
such series in bearer form or to facilitate or provide for the
issuance of Certificates of such series in global form in addition
to or in place of Certificates in certificated form; or
(11) to provide for the delivery of agreements supplemental hereto or the
Certificates of any series in or by any means of any computerized,
electronic or other medium, including without limitation by computer
diskette; or
(12) to provide for the guarantee by AMR Corporation or another entity of
one or more Indentures, one or more series of Equipment Notes or of
Series E Equipment Notes (other than in connection with the issuance
of new series C equipment notes or new series D equipment notes in
connection with a Refunding, or Series E Equipment Notes, subject to
obtaining written confirmation from each Rating Agency that the
provision of such guarantee will not result in a withdrawal or
downgrading of the rating of the Applicable Certificates (without
regard to the Policy)); or
(13) to correct or supplement the description of any property
constituting property of such Trust; or
(14) to modify, eliminate or add to the provisions of this Agreement or
any Trust Supplement or any Participation Agreement in order to
reflect the substitution of a Substitute Aircraft for any Aircraft;
or
(15) to make any other amendments or modifications hereto, provided that
such amendments or modifications shall only apply to Certificates of
one or more series to be thereafter issued; or
(16) to modify, eliminate or add to provisions of this Agreement, the
Intercreditor Agreement, the Participation Agreements, the Reference
Agency Agreement, any Liquidity Facility, the Policy or the Policy
Provider Agreement to the extent necessary in connection with a
refunding of the Class C Certificates and the Class D Certificates
in accordance with Exhibit A to the Intercreditor Agreement;
(17) to amend the Policy as required by Section 3.06 of the Policy
Provider Agreement and/or Section 3.07 of the Intercreditor
Agreement.
provided, however, that, unless there shall have been obtained from each Rating
Agency written confirmation that such supplemental agreement would not result in
a reduction of the rating for any
16
Class of Certificates below the then current rating for such Class of
Certificates or a withdrawal or suspension of the rating of any Class of
Certificates, the Company shall provide the Trustee with an opinion of counsel
(i) if an Event of Default shall have occurred and be continuing, to the effect
that such supplemental agreement will not cause the Trust to become an
association taxable as a corporation for United States federal income tax
purposes or (ii) in other circumstances, to the effect that such supplemental
agreement will not cause the Trust to be treated as other than a grantor trust
for United States federal income tax purposes."
"Section 9.02. Supplemental Agreements with Consent of Certificateholders.
With respect to each separate Trust and the series of Certificates relating
thereto, with the consent of the Certificateholders holding Certificates of such
series (including consents obtained in connection with a consent solicitation,
tender offer or exchange offer for the Certificates) evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in such
Trust, by Direction of said Certificateholders delivered to the Company and the
Trustee, the Company may, but shall not be obligated to, and the Trustee
(subject to Section 9.03) shall, enter into an agreement or agreements
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement, the
Intercreditor Agreement, the Participation Agreements, the Reference Agency
Agreement, any Liquidity Facility, the Policy or the Policy Provider Agreement
to the extent applicable to such Certificateholders or of modifying in any
manner the rights and obligations of such Certificateholders under this
Agreement, the Intercreditor Agreement, the Participation Agreements, the
Reference Agency Agreement, any Liquidity Facility, the Policy or Policy
Provider Agreement; provided, however, that no such agreement shall, without the
consent of the Certificateholder of each Outstanding Certificate adversely
affected thereby:
(1) reduce in any manner the amount of, or delay the timing of, any
receipt by the Trustee of payments on the Equipment Notes held in
such Trust or distributions that are required to be made herein on
any Certificate of such series, or change any date of payment on any
Certificate of such series, or change the place of payment where, or
the coin or currency in which, any Certificate of such series is
payable (other than as provided for in such Certificate), or impair
the right to institute suit for the enforcement of any such payment
or distribution on or after the Regular Distribution Date or Special
Distribution Date applicable thereto; or
(2) except as permitted by this Agreement, the Intercreditor Agreement
or any Liquidity Facility, permit the disposition of any Equipment
Note included in the Trust Property of such Trust or otherwise
deprive such Certificateholder of the benefit of the ownership of
the Equipment Notes in such Trust; or
(3) alter the priority of distributions specified in the Intercreditor
Agreement in a manner materially adverse to the interests of the
Certificateholders of any series; or
(4) reduce the percentage of the aggregate Fractional Undivided
Interests of such Trust, the consent of the holders of which is
required for any such supplemental agreement,
17
or reduce such percentage required for any waiver (of compliance
with certain provisions of this Agreement or certain defaults
hereunder and their consequences) or modification provided for in
this Agreement; or
(5) cause any Trust to become an association taxable as a corporation
for United States federal income tax purposes; or
(6) terminate the Policy or modify the Policy other than amendments
already contemplated or required by Section 3.06 of the Policy
Provider Agreement and/or 3.07 of the Intercreditor Agreement.
It shall not be necessary for any Direction of such Certificateholders
under this Section 9.02 to approve the particular form of any proposed
supplemental agreement, but it shall be sufficient if such Direction shall
approve the substance thereof."
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Final Termination Date. The respective obligations and
responsibilities of the Company and the Trustee created hereby and the
Applicable Trust created hereby shall terminate upon the distribution to all
Certificateholders of Applicable Certificates and the Trustee of all amounts
required to be distributed to them pursuant to this Agreement and the
disposition of all property held as part of the Trust Property; provided,
however, that in no event shall the Trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, Xx., the father of Xxxx X. Xxxxxxx, former President of the
United States, living on the date of this Trust Supplement.
Section 7.02. Basic Agreement Ratified. Except and so far as herein
expressly provided, all of the provisions, terms and conditions of the Basic
Agreement are in all respects ratified and confirmed; and the Basic Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.
Section 7.03. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE
STATE OF NEW YORK AND THIS AGREEMENT AND THE APPLICABLE CERTIFICATES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 7.04. Counterparts. This Trust Supplement may be executed in any
number of counterparts (and each of the parties shall not be required to execute
the same counterpart). Each
18
counterpart of this Trust Supplement including a signature page or pages
executed by each of the parties hereto shall be an original counterpart of this
Trust Supplement, but all of such counterparts together shall constitute one
instrument.
Section 7.05. Intention of Parties. The parties hereto intend that the
Applicable Trust be classified for United States federal income tax purposes as
a grantor trust under Part 1E of Chapter 1J of Subtitle A of the Internal
Revenue Code of 1986, as amended, and not as a trust or association taxable as a
corporation or as a partnership. Each Applicable Certificateholder of an
Applicable Certificate, by its acceptance of its Applicable Certificate or a
beneficial interest therein, agrees to treat the Applicable Trust as a grantor
trust for all United States federal, state and local income tax purposes. The
Trustee shall not be authorized or empowered to do anything that would cause the
Applicable Trust to fail to qualify as a grantor trust for such tax purposes
(including as subject to this restriction, acquiring any Aircraft by bidding the
Equipment Notes relating thereto or otherwise, or taking any action with respect
to any such Aircraft once acquired).
Section 7.06. Notices. The Trustee agrees, in addition to the
agreements contained in Section 12.04 of the Basic Agreement, that notices to
the Applicable Certificateholders in respect of the Applicable Certificates
regarding (i) a Special Distribution Date pursuant to Section 4.02(c) of the
Basic Agreement, (ii) the final distribution pursuant to Section 7.01 of this
Trust Supplement, (iii) a default pursuant to Section 7.02 of the Basic
Agreement or (iv) the appointment of a successor Luxembourg Paying Agent
pursuant to Section 3.08 of this Trust Supplement, shall, so long as any of the
Applicable Certificates are listed on the Luxembourg Stock Exchange and the
rules of the Luxembourg Stock Exchange so require, promptly after such mailing
also to be published in the Luxemburger Wort or in another daily newspaper
having general circulation in Luxembourg (or, if not practical in Luxembourg,
elsewhere in Europe.) Without limiting the foregoing, if and for so long as any
of the Applicable Certificates are listed on the Luxembourg Stock Exchange, the
Trustee agrees to cause to be published or disseminated in Europe such notices,
and any other notices to the Applicable Certificateholders required by the rules
of the Luxembourg Stock Exchange, as the rules of the Luxembourg Stock Exchange
require or as may be reasonably required by the Company.
The Trustee agrees to promptly furnish to S &P (at its address at 00
Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 10041-0003, Attention: Xxxxxx X.
Xxxxxxxx, or such other address as S&P may notify the Trustee), Xxxxx'x (at its
address at 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx
Xxxxxxxxxxxx, or such other address as Xxxxx'x may notify the Trustee) and the
Policy Provider (at its address specified in the Intercreditor Agreement) a copy
of each notice, statement, report or other written communication sent by the
Trustee to each Applicable Certificateholder.
19
IN WITNESS WHEREOF, the parties have caused this Trust Supplement to be
duly executed by their respective officers thereto duly authorized as of the
date first written above.
AMERICAN AIRLINES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director, Corporate
Finance and Banking
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxx Xxxx
------------------------------------
Name: Xxxxxx Xxxx
Title: Assistant Secretary
20
EXHIBIT A to
TRUST SUPPLEMENT NO. 2002-1G
FORM OF CERTIFICATE
*Unless this Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange or payment, and any Certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
AMERICAN AIRLINES PASS THROUGH TRUST 2002-1G
AMERICAN AIRLINES PASS THROUGH CERTIFICATE, SERIES 2002-1G
Final Expected Regular Distribution Date: September 23, 2007
evidencing a fractional undivided interest in a trust, the
property of which includes, among other things, certain
Equipment Notes each secured by an Aircraft owned by American
Airlines, Inc.
CUSIP Xx. 00000X XX 0
XXXX Xx. X000000XXX00
Certificate
No. ______ $____________ Fractional Undivided Interest representing
0.000162075% of the Trust per $1,000 face amount
THIS CERTIFIES THAT ________, for value received, is the registered owner
of a $______ (______ dollars) Fractional Undivided Interest in the American
Airlines Pass Through Trust, Series 2002-1G (the "Trust") created by State
Street Bank and Trust Company of Connecticut, National Association, as trustee
(the "Trustee"), pursuant to a Pass Through Trust Agreement, dated as of March
21, 2002 (the "Basic Agreement"), as supplemented by Trust
--------
*This legend to appear on Book-Entry Certificates to be deposited with The
Depository Trust Company.
X-0
Xxxxxxxxxx Xx. 0000-0X thereto dated as of September 24, 2002 (collectively, the
"Agreement"), between the Trustee and American Airlines, Inc., a corporation
incorporated under Delaware law (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "American Airlines Pass Through Certificates, Series
2002- 1G" (herein called the "Certificates"). This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement. By
virtue of its acceptance hereof, the Certificateholder of this Certificate
assents to and agrees to be bound by all of the provisions of the Agreement and
the Intercreditor Agreement, including the subordination provisions of Section
9.09 of the Intercreditor Agreement. The property of the Trust (the "Trust
Property") includes certain Equipment Notes and all rights of the Trust and the
Trustee, on behalf of the Trust, to receive any payments under the Intercreditor
Agreement, the Class G Primary Liquidity Facility, the Class G Above-Cap
Liquidity Facility and the Policy. Each issue of the Equipment Notes is or will
be secured by, among other things, a security interest in Aircraft owned by the
Company.
The Certificates represent Fractional Undivided Interests in the Trust and
the Trust Property, and will have no rights, benefits or interest in respect of
any other separate trust established pursuant to the terms of the Basic
Agreement for any other series of certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed on each March 23, June 23, September 23 and December 23 (a "Regular
Distribution Date"), commencing on December 23, 2002, to the Person in whose
name this Certificate is registered at the close of business on the 15th day
preceding the Regular Distribution Date, an amount in respect of the principal
and interest constituting Scheduled Payments on the Equipment Notes due on such
Regular Distribution Date, the receipt of which has been confirmed by the
Trustee, equal to the product of the percentage interest in the Trust evidenced
by this Certificate and an amount equal to the sum of such Scheduled Payments.
Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, in the event that Special Payments on the Equipment
Notes are received by the Trustee, from funds then available to the Trustee,
there shall be distributed on the applicable Special Distribution Date, to the
Person in whose name this Certificate is registered at the close of business on
the 15th day preceding the Special Distribution Date, an amount in respect of
such Special Payments on the Equipment Notes, the receipt of which has been
confirmed by the Trustee, equal to the product of the percentage interest in the
Trust evidenced by this Certificate and an amount equal to the sum of such
Special Payments so received. If a Regular Distribution Date or Special
Distribution Date is not a Business Day, distribution shall be made on the
immediately following Business Day and interest shall accrue during the
intervening period. The Trustee shall mail notice of each Special Payment and
the Special Distribution Date therefor to the Certificateholder of this
Certificate.
A-2
Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto, without the presentation or surrender of
this Certificate or the making of any notation hereon, except that with respect
to Certificates registered on the Record Date in the name of a Clearing Agency
(or its nominee), such distributions shall be made by wire transfer. Except as
otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Certificate will be made after notice mailed by the Trustee
of the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency of the Trustee specified in such
notice.
The Certificates do not represent a direct obligation of, or an obligation
guaranteed by, or an interest in, the Company, the Trustee, the Subordination
Agent or any Loan Trustee or any Affiliate of any thereof. The Certificates are
limited in right of payment, all as more specifically set forth on the face
hereof and in the Agreement. All payments or distributions made to
Certificateholders under the Agreement shall be made only from the Trust
Property and only to the extent that the Trustee shall have sufficient income or
proceeds from the Trust Property to make such payments in accordance with the
terms of the Agreement. Each Certificateholder of this Certificate, by its
acceptance hereof, agrees that it will look solely to the income and proceeds
from the Trust Property to the extent available for any payment or distribution
to such Certificateholder pursuant to the terms of the Agreement and that it
will not have any recourse to the Company, the Trustee, the Subordination Agent
or the Loan Trustees except as otherwise expressly provided in the Agreement, in
any Note Document or in the Intercreditor Agreement. This Certificate does not
purport to summarize the Agreement and reference is made to the Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby. A copy of the Agreement may be examined
during normal business hours at the principal office of the Trustee, and at such
other places, if any, designated by the Trustee, by any Certificateholder upon
request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations set forth
therein, the transfer of this Certificate is registrable in the Register upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the
A-3
Certificateholder hereof or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust will be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $1,000 Fractional Undivided Interest and
integral multiples thereof except that one Certificate may be issued in a
different denomination. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.
If and so long as any of the Certificates are listed on the Luxembourg
Stock Exchange and the rules of that stock exchange so require, notices to the
Certificateholders shall be given by publication in a daily newspaper having
general circulation in Luxembourg (which is expected to be the Luxemburger
Wort).
No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.
The Company, the Trustee, the Registrar and any Paying Agent shall deem
and treat the person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Company, the Trustee, the Registrar or
any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.
Any Person acquiring or accepting this Certificate or an interest herein
will, by such acquisition or acceptance, be deemed to represent and warrant to
the Company, the Loan Trustees and the Trustee that either: (i) no assets of an
employee benefit plan subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or of an employee benefit plan or an
individual retirement account subject to Section 4975 of the Internal Revenue
Code of 1986, as amended (the "Code") or of a governmental or church plan, or
any trust established under such plan or account, have been used to purchase
this Certificate or an interest herein or (ii) the purchase and holding of this
Certificate or interest herein by such Person are exempt from the prohibited
transaction restrictions of ERISA and the Code or any provisions of state or
federal laws or regulations that are substantially similar to the foregoing
provisions of ERISA and the Code, as applicable, pursuant to one or more
prohibited transaction statutory or administrative exemptions.
A-4
THIS CERTIFICATE AND THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES AND CERTIFICATEHOLDERS HEREUNDER AND THEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Unless the certificate of authentication hereon has been executed by the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
A-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
AMERICAN AIRLINES PASS THROUGH TRUST 2002-1G
By: STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Trustee
By:
-------------------------------
Title:
-----------------------------
Dated:
-----------------------------
FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Trustee
By:
-------------------------------
Authorized Officer
A-6
EXHIBIT B to
TRUST SUPPLEMENT NO. 2002-1G
[DTC Letter of Representations]
B-1
SCHEDULE I to
TRUST SUPPLEMENT NO. 2002-1G
AGGREGATE EQUIPMENT NOTE PRINCIPAL PAYMENTS
Date Scheduled Principal Payments
---- ----------------------------
December 23, 2002 $ 0.00
March 23, 2003 23,302,381.46
June 23, 2003 8,554,357.26
September 23, 2003 0.00
December 23, 2003 19,045,610.47
March 23, 2004 24,273,516.57
June 23, 2004 15,902,550.11
September 23, 2004 0.00
December 23, 2004 19,045,610.49
March 23, 2005 24,273,516.65
June 23, 2005 15,902,550.21
September 23, 2005 0.00
December 23, 2005 19,045,610.47
March 23, 2006 24,273,516.57
June 23, 2006 15,902,550.11
September 23, 2006 0.00
December 23, 2006 19,045,610.51
March 23, 2007 24,273,516.65
June 23, 2007 15,902,550.17
September 23, 2007 348,256,552.30
Total: $ 617,000,000.00
I-1
SCHEDULE II to
TRUST SUPPLEMENT NO. 2002-1G
EQUIPMENT NOTES, PRINCIPAL AMOUNTS
AND MATURITIES
Equipment Notes Principal Amount Maturity
--------------- ---------------- --------
Series 2002-1G Equipment Note (N604AA) $ 18,742,856.07 September 23, 2007
Series 2002-1G Equipment Note (N605AA) 18,742,856.11 September 23, 2007
Series 2002-1G Equipment Note (N606AA) 19,470,190.81 September 23, 2007
Series 2002-1G Equipment Note (N680AN) 23,112,185.64 September 23, 2007
Series 2002-1G Equipment Note (N176AA) 28,538,674.38 September 23, 2007
Series 2002-1G Equipment Note (N177AN) 28,538,674.38 September 23, 2007
Series 2002-1G Equipment Note (N173AN) 28,600,218.09 September 23, 2007
Series 2002-1G Equipment Note (N172AJ) 28,600,218.09 September 23, 2007
Series 2002-1G Equipment Note (N608AA) 19,508,534.23 September 23, 2007
Series 2002-1G Equipment Note (N609AA) 19,508,534.23 September 23, 2007
Series 2002-1G Equipment Note (N389AA) 27,907,372.87 September 23, 2007
Series 2002-1G Equipment Note (N390AA) 28,004,350.85 September 23, 2007
Series 2002-1G Equipment Note (N391AA) 28,004,350.85 September 23, 2007
Series 2002-1G Equipment Note (N392AN) 33,590,853.19 September 23, 2007
Series 2002-1G Equipment Note (N393AN) 33,736,320.12 September 23, 2007
Series 2002-1G Equipment Note (N395AN) 34,032,848.89 September 23, 2007
Series 2002-1G Equipment Note (N785AN) 65,390,188.24 September 23, 2007
Series 2002-1G Equipment Note (N786AN) 65,390,188.24 September 23, 2007
Series 2002-1G Equipment Note (N795AN) 67,580,584.72 September 23, 2007
II-1
SCHEDULE III to
TRUST SUPPLEMENT NO. 2002-1G
AIRCRAFT
Aircraft Type Registration Number
------------- -------------------
Boeing 757-223.......................................... N604AA
Boeing 757-223.......................................... N605AA
Boeing 757-223.......................................... N606AA
Boeing 757-223.......................................... N680AN
Boeing 757-223.......................................... N176AA
Boeing 757-223.......................................... N177AN
Boeing 757-223.......................................... N173AN
Boeing 757-223.......................................... N172AJ
Boeing 757-223 ER....................................... N608AA
Boeing 757-223 ER....................................... N609AA
Boeing 767-323 ER....................................... N389AA
Boeing 767-323 ER....................................... N390AA
Boeing 767-323 ER....................................... N391AA
Boeing 767-323 ER....................................... N392AN
Boeing 767-323 ER....................................... N393AN
Boeing 767-323 ER....................................... N395AN
Boeing 777-223 ER....................................... N785AN
Boeing 777-223 ER....................................... N786AN
Boeing 777-223 ER....................................... N795AN
III-1
SCHEDULE IV to
TRUST SUPPLEMENT NO. 2002-1G
NOTE DOCUMENTS
Aircraft Registration
Aircraft Number Note Documents
-------- ------ --------------
Boeing 757-223...... N604AA Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 757-223...... N605AA Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 757-223...... N606AA Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 757-223...... N680AN Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 757-223...... N176AA Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
IV-1
SCHEDULE IV to
TRUST SUPPLEMENT NO. 2002-1G
Boeing 757-223................... N177AN Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 757-223................... N173AN Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 757-223................... N172AJ Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 757-223 ER................ N608AA Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 757-223 ER................ N609AA Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 767-323 ER................ N389AA Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
IV-2
SCHEDULE IV to
TRUST SUPPLEMENT NO. 2002-1G
Boeing 767-323 ER.............. N390AA Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 767-323 ER.............. N391AA Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 767-323 ER.............. N392AN Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 767-323 ER.............. N393AN Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 767-323 ER.............. N395AN Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 777-223 ER.............. N785AN Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
IV-3
SCHEDULE IV to
TRUST SUPPLEMENT NO. 2002-1G
Boeing 777-223 ER............... N786AN Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
Boeing 777-223 ER............... N795AN Participation Agreement
Indenture and Security Agreement
Series 2002-1G Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
IV-4
