EXHIBIT 4.5
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SECOND REFUNDING AMENDMENT
Dated as of December 12, 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
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SECOND REFUNDING AMENDMENT
This SECOND REFUNDING AMENDMENT, dated as of December 12, 2001 (this
"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 and as amended by the Refunding Amendment
dated as of October 26, 2001 (as supplemented and amended 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 as amended by
the Refunding Amendment dated as of October 26, 2001 ("Trust Supplement No.
2001-2A-1"); and
WHEREAS, as contemplated by Exhibit A to the Intercreditor
Agreement, American has, among other things:
(i) exercised its option to prepay on December 12, 2001 the original
series D equipment notes;
(ii) issued new Series D Equipment Notes; and
(iii) entered into a Trust Supplement providing for the issuance of new
Class D Certificates; and
WHEREAS, the parties are entering into this Refunding Amendment to
make the necessary revisions to Trust Supplement No. 2001-2A-1 in connection
with the refunding of the class D 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. Amendment to Article III
The first sentence of Section 3.01(i) of Trust Supplement No.
2001-2A-1 is amended in its entirety to read as follows:
"(i) The Applicable Certificates will have the benefit of the
Deposit Agreement and the Escrow Agreement and will be subject to the following
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): that
certain 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
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 and the Second
Refunding Amendment thereto dated as of December 12, 2001."
SECTION 2. Revisions to Sections 4.01(a)(v) and (vi)
Sections 4.01(a)(v) and (vi) of Trust Supplement No. 2001-2A-1 are
amended to delete the clause "other than the Company or any Affiliate of the
Company" and the clause "(other than the Company or any Affiliate of the
Company)" wherever they appear.
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.
2
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:
