EXHIBIT 4.21
EXECUTION COPY
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SECOND REFUNDING AMENDMENT
dated as of December 12, 2001
to
INTERCREDITOR AGREEMENT
dated as of October 4, 2001
among
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee of the following existing Trusts:
American Airlines Pass Through Trust 2001-2A-1,
American Airlines Pass Through Trust 2001-2A-2,
American Airlines Pass Through Trust 2001-2B
American Airlines Pass Through Trust 2001-2C
and
American Airlines Pass Through Trust 2001-2D
and
as Trustee of the newly formed
American Airlines Pass Through Trust 2001-2D
and
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION,
as Subordination Agent
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EXECUTION COPY
SECOND REFUNDING AMENDMENT TO INTERCREDITOR AGREEMENT
This SECOND REFUNDING AMENDMENT TO INTERCREDITOR AGREEMENT dated as of
December 12, 2001 (this "Refunding Amendment") among STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, not in its individual capacity but
solely (i) as Trustee of each of the following existing Trusts: Class A-1 Trust,
Class A-2 Trust, Class B Trust, Class C Trust and Class D Trust and (ii) as
trustee of the New Class D Trust, and STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not in its individual capacity but solely as
Subordination Agent.
WHEREAS, certain parties hereto and WESTDEUTSCHE LANDESBANK GIROZENTRALE,
acting through its New York Branch, are parties to an Intercreditor Agreement
dated as of October 4, 2001 (the "Original Intercreditor Agreement") and the
Refunding Amendment to Intercreditor Agreement dated as of October 26, 2001 (the
Original Intercreditor Agreement as so amended by such Refunding Amendment to
Intercreditor Agreement is herein called the "Intercreditor Agreement"); 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 comply
with paragraph 8 of Exhibit A to the Intercreditor Agreement and Section 8.01(d)
of the Intercreditor Agreement to substitute as a party to the Intercreditor
Agreement the Class D Trustee of the New Class D Trust for the Class D Trustee
of the Original Class D Trust and to make other Permitted Refunding Changes (as
defined in such Exhibit A);
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 Intercreditor Agreement as amended
hereby.
(b) Section 1.01 of the Intercreditor Agreement is amended by adding the
following new definitions:
"Class D Placement Agents" means the placement agents listed as such in
the Placement Agreement dated December 6, 2001 with American relating to the
purchase of the Class D Certificates.
"Class D Refunding Agreement" means the Refunding Agreement dated as of
the Class D Refunding Date among American, the Class A-1 Trustee, the Class A-2
Trustee, the Class B Trustee, the Class C Trustee, the Trustee of the Original
Class D Trust, the Trustee of the New Class D Trust, the Subordination Agent,
the Loan Trustee under each Indenture and State Street Bank and Trust Company of
Connecticut in its individual capacity.
"Class D Refunding Date" means December 12, 2001.
"New Class D Trust" means the American Airlines Pass Through Trust 2001-2D
created and administered pursuant to the Basic Agreement and the Trust
Supplement No. 2001-2D thereto dated as of the Class D Refunding Date.
"Original Class D Trust" means the American Airlines Pass Through Trust
2001-2D created and administered pursuant to the Basic Agreement and the Trust
Supplement No. 2001-2D thereto dated as of October 4, 2001 as amended by the
Refunding Amendment thereto dated as of October 26, 2001.
(c) the following definitions contained in Section 1.01 of the
Intercreditor Agreement are amended to read as follows:
"Class D Trust Agreement" means the Basic Agreement, as supplemented by
Trust Supplement No. 2001-2D thereto, dated as of the Class D Refunding Date,
governing the creation and administration of the American Airlines Pass Through
Trust 2001-2D and the issuance of the Class D Certificates, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
its terms.
"Deposit Agreement" means, with respect to any of Class A-1, Class A-2 or
Class B, the Deposit Agreement pertaining to such Class, dated as of October 4,
2001, or with respect to Class C, the Deposit Agreement pertaining to such
Class, dated as of the Class C Refunding Date, or with respect to Class D, the
Deposit Agreement pertaining to such Class, dated as of the Class D Refunding
Date, between the Escrow Agent and the Depositary, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms.
"Escrow and Paying Agent Agreement" means, with respect to (i) any Class
(other than Class C or Class D), the Escrow and Paying Agent Agreement
pertaining to such Class, dated as of October 4, 2001, among the Escrow Agent,
the Placement Agents, the Trustee for such Class and the Paying Agent, (ii)
Class C, the Escrow and Paying Agent Agreement pertaining to such Class dated as
of the Class C Refunding Date among the Escrow Agent, the Class C Placement
Agents, the Class C Trustee and the Paying Agent, and (iii) Class D, the Escrow
and Paying Agent Agreement pertaining to such Class dated as of the Class D
Refunding Date among the Escrow Agent, the Class D Placement Agents, the Class D
Trustee and the Paying Agent, in each case, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms thereof.
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"Operative Agreements" means this Agreement, the Liquidity Facilities, the
Fee Letters, the Indentures, the Trust Agreements, the Note Purchase Agreement,
the Participation Agreements, the Class C Refunding Agreement, the Class D
Refunding Agreement, the Equipment Notes and the Certificates, together with all
exhibits and schedules included with any of the foregoing.
"Registration Rights Agreement" means (i) with respect to the Class A-1,
Class A-2 and Class B Certificates, the Registration Rights Agreement, dated as
of October 4, 2001, among the Placement Agents, American and the Class A-1
Trustee, Class A-2 Trustee and Class B Trustee, (ii) with respect to the Class C
Certificates, the Registration Rights Agreement, dated as of the Class C
Refunding Date, among the Class C Placement Agents, American and the Class C
Trustee and (iii) with respect to the Class D Certificates, the Registration
Rights Agreement dated as of the Class D Refunding Date, among the Class D
Placement Agents, American and the Class D Trustee.
"Stated Interest Rate" means (i) with respect to the Class A-1
Certificates, 6.978% per annum, (ii) with respect to the Class A-2 Certificates,
7.858% per annum, (iii) with respect to the Class B Certificates, 8.608% per
annum, (iv) with respect to the Class C Certificates, 7.800% per annum and (v)
with respect to the Class D Certificates 9.092% per annum, plus in each case an
additional margin of 0.50% for any period required by the Registration Rights
Agreement for the corresponding Certificates.
SECTION 2 Substitution of Equipment Notes
The Subordination Agent acknowledges receipt of prepayment in full of the
principal and accrued interest on the original Series D Equipment Notes. The
amount of such prepayment shall be distributed on the Class D Refunding Date to
the Trustee of the Original Class D Trust without any requirement of notice
notwithstanding Section 2.04(a) of the Intercreditor Agreement. The
Subordination Agent shall surrender to the related Loan Trustee for cancellation
each of the original Series D Equipment Notes so prepaid.
The Subordination Agent acknowledges receipt of the new Series D Equipment
Notes issued on the Class D Refunding Date. On and after the Class D Refunding
Date all references in the Intercreditor Agreement to Series D Equipment Notes
shall be deemed to be references to Series D Equipment Notes issued on or after
the Class D Refunding Date.
SECTION 3 Substitution of Class D Trust
On and after the Class D Refunding Date the Class D Trustee of the New
Class D Trust is substituted for, and shall have all the rights and obligations
of, the Class D Trustee of the Original Class D Trust and the Class D Trustee of
the Original Class D Trust shall be relieved of all further rights and
obligations under the Intercreditor Agreement.
SECTION 4 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
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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.
IN WITNESS WHEREOF, the parties hereto have caused this Refunding
Amendment to be duly executed by their respective officers thereunto duly
authorized, as of the date first above written.
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, as
Trustee for each of Class A-1
Trust Class A-2 Trust Class B
Trust Class C Trust Original
Class D Trust and New Class D
Trust
By:_______________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Subordination Agent
By:_______________________________________
Name:
Title:
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