EXHIBIT 4.4
REFUNDING AMENDMENT
Dated as of October 26, 2001
to
TRUST SUPPLEMENT NO. 2001-2A-1
Dated as of October 4, 2001
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 October 4, 2001
American Airlines Pass Through Trust 2001-2A-1
6.978% American Airlines
Pass Through Certificates,
Series 2001-2A-1
REFUNDING AMENDMENT
This REFUNDING AMENDMENT, dated as of October 26, 2001 (the
"Refunding Amendment"), 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 October 4, 2001, as supplemented by Trust Supplement No. 2001-2A-1
thereto dated as of October 4, 2001 (as supplemented, the "Pass Through
Agreement", capitalized terms used herein without definition having the meanings
specified therein).
W I T N E S S E T H:
WHEREAS, the parties hereto have previously entered into that
certain Trust Supplement No. 2001-2A-1 dated as of October 4, 2001 (the "Trust
Supplement No. 2001-2A-1");
WHEREAS, as contemplated by Exhibit A to the Intercreditor
Agreement, American has, among other things:
(i) exercised its option to prepay on October 26, 2001 the original
series C equipment notes;
(ii) issued new Series C Equipment Notes;
(iii) entered into a Trust Supplement providing for the issuance of new
Class C Certificates; and
(iv) arranged for WestLB to be the Liquidity Provider for the new Class C
Trust; and
WHEREAS, the parties are entering into this Refunding Amendment to
Trust Supplement No. 2001-2A-1 to make the necessary revisions in connection
with the refunding of the class C certificates;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the parties agree as
follows:
SECTION 1. Definitions
(a) Except as otherwise defined herein, terms used in this Refunding
Amendment have the meaning defined in the Pass Through Agreement.
(b) The following definition contained in the Preamble to Trust
Supplement No. 2001-2A-1 is amended to read as follows:
"Intercreditor Agreement" means the Intercreditor Agreement, dated
as of October 4, 2001, among State Street Bank and Trust Company of Connecticut,
National Association, as Trustee under each Trust (as defined therein), WestLB,
as Class A-1 Liquidity Provider, Class A-2 Liquidity Provider, Class B Liquidity
Provider and Class C Liquidity
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Provider, and State Street Bank and Trust Company of Connecticut, National
Association, as Subordination Agent thereunder, as amended by the Refunding
Amendment thereto dated as of October 26, 2001.
SECTION 2. Revisions to Section 4.01(a)(iv)
Section 4.01(a)(iv) of Trust Supplement No. 2001-2A-1 is amended to
delete the clause "(other than the Company or any Affiliate of the Company)"
wherever it appears.
SECTION 3. Miscellaneous
(a) This Refunding Amendment may be executed in any number of
counterparts (and each party shall not be required to execute the same
counterpart). Each counterpart of this Refunding Amendment including a signature
page or pages executed by each of the parties hereto shall be an original
counterpart of this Refunding Amendment, but all of such counterparts together
constitute one instrument.
(b) THIS REFUNDING AMENDMENT HAS BEEN DELIVERED IN THE STATE OF NEW
YORK AND 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
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the parties have caused this Refunding Amendment to be
duly executed by their respective officers thereto duly authorized as of the
date first written above.
AMERICAN AIRLINES, INC.
By:_____________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Trustee
By:_____________________________________
Name:
Title:
