EX-4.11 11 d319419dex411.htm EX-4.11 Execution Version ESCROW AND PAYING AGENT AGREEMENT (Class B) Dated as of January 13, 2017 among WILMINGTON TRUST, NATIONAL ASSOCIATION, as Escrow Agent CREDIT SUISSE SECURITIES (USA) LLC, CITIGROUP GLOBAL MARKETS...
Exhibit 4.11
Execution Version
ESCROW AND PAYING AGENT AGREEMENT
(Class B)
Dated as of January 13, 2017
among
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Escrow Agent
CREDIT SUISSE SECURITIES (USA) LLC,
CITIGROUP GLOBAL MARKETS INC.
and
DEUTSCHE BANK SECURITIES INC.,
for themselves and on behalf of the several Underwriters
WILMINGTON TRUST COMPANY,
not in its individual capacity,
but solely as Pass Through Trustee
for and on behalf of
American Airlines Pass Through Trust 2017-1B
as Pass Through Trustee
and
WILMINGTON TRUST COMPANY,
as Paying Agent
Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
Table of Contents
Page | ||||||
SECTION 1. | Escrow Agent | 2 | ||||
Section 1.01. | Appointment of Escrow Agent | 2 | ||||
Section 1.02. | Instruction; Etc | 3 | ||||
Section 1.03. | Initial Escrow Amount; Issuance of Escrow Receipts | 5 | ||||
Section 1.04. | Payments to Receiptholders | 6 | ||||
Section 1.05. | Mutilated, Destroyed, Lost or Stolen Escrow Receipt | 6 | ||||
Section 1.06. | Additional Escrow Amounts | 7 | ||||
Section 1.07. | Resignation or Removal of Escrow Agent | 7 | ||||
Section 1.08. | Persons Deemed Owners | 7 | ||||
Section 1.09. | Further Assurances | 8 | ||||
SECTION 2. | Paying Agent | 8 | ||||
Section 2.01. | Appointment of Paying Agent | 8 | ||||
Section 2.02. | Establishment of Paying Agent Account | 8 | ||||
Section 2.03. | Payments from Paying Agent Account | 9 | ||||
Section 2.04. | Withholding Taxes | 10 | ||||
Section 2.05. | Resignation or Removal of Paying Agent | 10 | ||||
Section 2.06. | Notice of Final Withdrawal | 11 | ||||
Section 2.07. | Notice of Event of Loss Withdrawal | 11 | ||||
Section 2.08. | Further Assurances | 12 | ||||
SECTION 3. | Payments | 12 | ||||
SECTION 4. | Other Actions | 12 | ||||
SECTION 5. | Representations and Warranties of the Escrow Agent | 13 | ||||
SECTION 6. | Representations and Warranties of the Paying Agent | 14 | ||||
SECTION 7. | Indemnification | 15 | ||||
SECTION 8. | Amendment, Etc | 15 | ||||
SECTION 9. | Notices | 16 | ||||
SECTION 10. | Transfer | 17 | ||||
SECTION 11. | Entire Agreement | 17 | ||||
SECTION 12. | Governing Law | 17 |
Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
SECTION 13. | Submission to Jurisdiction in New York | 17 | ||||
SECTION 14. | Waiver of Jury Trial Right | 18 | ||||
SECTION 15. | Counterparts | 18 | ||||
SECTION 16. | Rights of Holders | 18 | ||||
Exhibit A | Form of Escrow Receipt | |||||
Exhibit B | Form of Withdrawal Certificate |
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
ESCROW AND PAYING AGENT AGREEMENT
(Class B)
This ESCROW AND PAYING AGENT AGREEMENT (Class B), dated as of January 13, 2017 (as amended, modified or supplemented from time to time, this “Agreement”), is made by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); CREDIT SUISSE SECURITIES (USA) LLC (“CS”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), for themselves and on behalf of the several underwriters of the Certificates referred to below (the “Underwriters” and, together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”) under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware trust company, as paying agent hereunder (in such capacity, together with its successors in such capacity, the “Paying Agent”).
Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
“Equipment Notes”) issued either in respect of aircraft owned by American or to finance the acquisition of certain aircraft by American, as owner, utilizing a portion of the proceeds from the sale of the Certificates (the “Net Proceeds”);
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
Investors’ and the Pass Through Trustee’s rights with respect to any monies received and held in escrow by the Escrow Agent under this Agreement or the Deposit Agreement shall only be as provided under the terms and conditions of this Agreement and the Deposit Agreement. The Escrow Agent (which term as used in this sentence shall include reference to its affiliates and its own and its affiliates’ officers, directors, employees and agents): (a) shall have no duties or responsibilities except those expressly set forth in this Agreement; (b) shall not be responsible for any recitals, statements, representations or warranties of any person other than itself contained in this Agreement or the Deposit Agreement or for the failure by the Pass Through Trustee, the Investors or any other person or entity (other than the Escrow Agent) to perform any of its obligations hereunder (whether or not the Escrow Agent shall have any knowledge thereof); (c) may consult with legal counsel in connection with its duties hereunder and under the Deposit Agreement and shall be fully protected if any action taken, suffered or permitted by it in good faith in accordance with the advice of counsel selected by it with due care; (d) shall not be responsible for any action taken or omitted to be taken by it hereunder or provided for herein or in connection herewith, except for its own willful misconduct or gross negligence (or simple negligence in connection with the handling of funds); and (e) shall in no event be liable for punitive, incidental or consequential damages.
(a) to enter into the Deposit Agreement, and, if applicable, in accordance with Section 5 of the Note Purchase Agreement, to enter into a Replacement Deposit Agreement with the Replacement Depositary;
(b) to appoint the Paying Agent as provided in this Agreement;
(c) upon receipt at any time and from time to time prior to the Termination Date (as defined below) of a certificate substantially in the form of Exhibit B hereto (a “Withdrawal Certificate”) executed by the Pass Through Trustee, together with an attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit Agreement duly completed by the Pass Through Trustee (the “Applicable Notice of Purchase Withdrawal” and the withdrawal to which it relates, a “Purchase Withdrawal”), immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement; provided that, upon the request of the Pass Through Trustee after such transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal;
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
(d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Replacement Withdrawal (as such term is defined in the Deposit Agreement) in substantially the form of Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to:
(X) immediately execute such Notice of Replacement Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement requesting a withdrawal, on the date specified in such notice, which shall not be less than five Business Days after such notice is given (the “Replacement Withdrawal Date”), of (x) with respect to all Deposits then held by the Depositary, (1) the entire amount of such Deposits together with (2) all accrued and unpaid interest on such Deposits to but excluding the Replacement Withdrawal Date and (y) with respect to all Deposits, if any, previously withdrawn pursuant to the Applicable Notices of Purchase Withdrawal, all accrued and unpaid interest on such Deposits to but excluding the date of the applicable Purchase Withdrawal (such withdrawal of the amounts in the immediately preceding clauses (x) and (y), a “Replacement Withdrawal”); and
(Y) direct the Depositary to transfer (i) the amounts requested to be withdrawn pursuant to clause (x) of the immediately preceding paragraph, to the Replacement Depositary in accordance with the Replacement Deposit Agreement and (ii) the amounts requested to be withdrawn pursuant to clause (y) of the immediately preceding paragraph, to the Paying Agent Account (as defined below);
(e) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee, together with an attached Notice of Event of Loss Withdrawal (as such term is defined in the Deposit Agreement) in substantially the form of Exhibit D to the Deposit Agreement duly completed by the Pass Through Trustee, to:
(X) immediately execute such Notice of Event of Loss Withdrawal as Escrow Agent and transmit it to the Depositary by facsimile transmission in accordance with the Deposit Agreement requesting a withdrawal, on the date specified in such notice, which shall not be less than 15 days after such notice is given (the “Event of Loss Withdrawal Date”), of the Deposit specified in such Notice of Event of Loss Withdrawal together with all accrued and unpaid interest on such Deposit to but excluding the Event of Loss Withdrawal Date (an “Event of Loss Withdrawal”); and
(Y) direct the Depositary to transfer the amounts requested to be withdrawn pursuant to the immediately preceding paragraph, to the Paying Agent Account (as defined below);
(f) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the “Termination Date”, which shall mean the earlier of (i) the Outside Termination Date (as defined below) and (ii) the day on which the Escrow Agent
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
Receipt may be assigned or transferred except in connection with the assignment or transfer of the Certificate to which such Escrow Receipt is affixed. After the termination of the Deposit Agreement (or, if applicable, any Replacement Deposit Agreement), no additional Escrow Receipts shall be issued and the Pass Through Trustee shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts.
In connection with the issuance of any new Escrow Receipt under this Section 1.05, the Escrow Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Pass Through Trustee and the Escrow Agent) connected therewith.
Any duplicate Escrow Receipt issued pursuant to this Section 1.05 shall constitute conclusive evidence of the appropriate Escrow Interest in the Account Amounts, as if originally issued, whether or not the lost, stolen or destroyed Escrow Receipt shall be found at any time.
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
The provisions of this Section 1.05 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Escrow Receipts.
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(American Airlines 2017-1 Aircraft EETC)
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
(a) On each Interest Payment Date (as defined in the Deposit Agreement) or as soon thereafter as the Paying Agent has confirmed receipt in the Paying Agent Account from the Depositary of any amount in respect of accrued interest on the Deposits (other than as part of any Replacement Withdrawal, Event of Loss Withdrawal or Final Withdrawal), the Paying Agent shall distribute out of the Paying Agent Account the entire amount deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record in the Register on the 15th day (whether or not a Business Day) preceding such Interest Payment Date by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder’s pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount of interest deposited by the Depositary in the Paying Agent Account on such date, except that, with respect to Escrow Receipts registered on the record date specified above in the name of a nominee of The Depository Trust Company (“DTC”), such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC.
(b) Upon the confirmation by the Paying Agent of receipt in the Paying Agent Account from the Depositary of any amount in respect of any Final Withdrawal or any Event of Loss Withdrawal, the Paying Agent shall forthwith distribute the entire amount of the Final Withdrawal or such Event of Loss Withdrawal deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record on the 15th day (whether or not a Business Day) preceding the Final Withdrawal Date or the Event of Loss Withdrawal Date, as applicable, by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder’s pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the total amount in the Paying Agent Account on account of such Final Withdrawal or such Event of Loss Withdrawal, except that, with respect to Escrow Receipts registered on the record date specified above in the name of a nominee of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC.
(c) Upon the confirmation by the Paying Agent of receipt in the Paying Agent Account from the Depositary of any amount referred to in clause (y) of Section 1.02(d)(X) in respect of the Replacement Withdrawal, on the immediately succeeding Interest Payment Date, the Paying Agent shall distribute out of the Paying Agent Account the entire such amount deposited therein by the Depositary. There shall be so distributed to each Receiptholder of record in the Register on the 15th day (whether or not a Business Day) preceding such Interest Payment Date by check mailed to such Receiptholder, at the address appearing in the Register, such Receiptholder’s pro rata share (based on the Escrow Interest in the Account Amounts held by such Receiptholder)
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
of the total amount of interest deposited by the Depositary in the Paying Agent Account on such date, except that, with respect to Escrow Receipts registered on the record date specified above in the name of a nominee of DTC, such distribution shall be made by wire transfer in immediately available funds to the account designated by DTC.
(d) If any payment of interest referred to in Section 2.03(a) or of interest or principal in respect of any Final Withdrawal, any Replacement Withdrawal or any Event of Loss Withdrawal is not received by the Paying Agent within five days of the applicable date when due, then it shall be distributed to Receiptholders after actual receipt by the Paying Agent on the same basis as a Special Payment is distributed under the Pass Through Trust Agreement.
(e) The Paying Agent shall include with any check mailed pursuant to this Section 2.03 any notice required to be distributed under the Pass Through Trust Agreement that is furnished to the Paying Agent by the Pass Through Trustee.
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
appointment as Paying Agent hereunder by a successor Paying Agent, such successor Paying Agent shall enter into such documents as the Escrow Agent shall require and shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Paying Agent, and the retiring Paying Agent shall be discharged from its duties and obligations hereunder.
(i) the Final Withdrawal Date and the date for determining Receiptholders of record who shall be entitled to receive distributions in respect of the Final Withdrawal,
(ii) the amount of the payment in respect of the Final Withdrawal for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee) and the amount thereof constituting unused Deposits (as defined in the Deposit Agreement) and interest thereon, and
(iii) if the Final Withdrawal Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee).
Such mailing may include any notice required to be given to Certificateholders in connection with such distribution pursuant to the Pass Through Trust Agreement.
(i) the applicable Event of Loss Withdrawal Date and the date for determining Receiptholders of record who shall be entitled to receive distributions in respect of such Event of Loss Withdrawal,
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
(ii) the amount of the payment in respect of such Event of Loss Withdrawal for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee) and the amount thereof constituting the applicable unused Deposit (as defined in the Deposit Agreement) and interest thereon, and
(iii) if such Event of Loss Withdrawal Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate (based on information provided by the Pass Through Trustee).
Such mailing may include any notice required to be given to Certificateholders in connection with such distribution pursuant to the Pass Through Trust Agreement.
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
without limiting Sections 4(a)(v) and 5(e) of the Note Purchase Agreement, no such Action of Investors will be required for any amendment contemplated by such Sections of the Note Purchase Agreement.
(i) it is a national banking association duly organized and validly existing in good standing under the laws of the United States of America;
(ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement, the Deposit Agreement and any Replacement Deposit Agreement;
(iii) the execution, delivery and performance of each of this Agreement, the Deposit Agreement and any Replacement Deposit Agreement have been duly authorized by all necessary corporate action on the part of it and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and each such document (other than a Replacement Deposit Agreement) has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof or thereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors’ rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law);
(iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body governing its banking or trust powers is required for the execution, delivery or performance by it of this Agreement, the Deposit Agreement or any Replacement Deposit Agreement;
(v) neither the execution, delivery or performance by it of this Agreement, the Deposit Agreement or any Replacement Deposit Agreement, nor compliance with the terms and provisions hereof or thereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation applicable to the exercise of its banking or trust powers or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order,
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and
(vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement, the Deposit Agreement or any Replacement Deposit Agreement or (B) would call into question or challenge the validity of this Agreement or the Deposit Agreement or the enforceability hereof or thereof in accordance with the terms hereof or thereof, nor is the Escrow Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement or the Deposit Agreement.
(i) it is a Delaware trust company duly organized and validly existing in good standing under the laws of the State of Delaware;
(ii) it has full power, authority and legal right to conduct its business and operations as currently conducted and to enter into and perform its obligations under this Agreement;
(iii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of it and does not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of it, and such document has been duly executed and delivered by it and constitutes its legal, valid and binding obligations enforceable against it in accordance with the terms hereof except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws or equitable principles of general application to or affecting the enforcement of creditors’ rights generally (regardless of whether such enforceability is considered in a proceeding in equity or at law);
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
(iv) no authorization, consent or approval of or other action by, and no notice to or filing with, any United States federal or state governmental authority or regulatory body governing its banking or trust powers is required for the execution, delivery or performance by it of this Agreement;
(v) neither the execution, delivery or performance by it of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or results or will result in a breach or violation of any of the terms, conditions or provisions of, or will require any consent or approval under, any law, governmental rule or regulation applicable to its banking or trust powers or the charter documents, as amended, or bylaws, as amended, of it or any similar instrument binding on it or any order, writ, injunction or decree of any court or governmental authority against it or by which it or any of its properties is bound or any indenture, mortgage or contract or other agreement or instrument to which it is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder or results or will result in the imposition of any lien upon any of its properties; and
(vi) there are no pending or, to its knowledge, threatened actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) against or affecting it or any of its property before or by any court or administrative agency which, if adversely determined, (A) would adversely affect the ability of it to perform its obligations under this Agreement or (B) would call into question or challenge the validity of this Agreement or the enforceability hereof in accordance with the terms hereof, nor is the Paying Agent in default with respect to any order of any court, governmental authority, arbitration board or administrative agency so as to adversely affect its ability to perform its obligations under this Agreement.
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
Purchase Agreement, no such request or approval will be required for any amendment contemplated by such Sections of the Note Purchase Agreement and (ii) upon request of the Pass Through Trustee and without any consent of the Investors, the Escrow Agent and Paying Agent shall enter into an amendment to this Agreement or the Note Purchase Agreement for any of the following purposes:
(1) to correct or supplement any provision in this Agreement or the Note Purchase Agreement which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or correct any mistake; or
(2) to modify any other provision with respect to matters or questions arising under this Agreement or the Note Purchase Agreement, provided that any such action shall not materially adversely affect the interests of the Investors; or
(3) to comply with any requirement of the SEC, applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed or any regulatory body; or
(4) to evidence and provide for the acceptance of appointment under this Agreement or the Note Purchase Agreement of a successor Escrow Agent, successor Paying Agent or successor Pass Through Trustee; or
(5) for any other purposes set forth in clauses (1) through (15) of Section 9.01 of the Pass Through Trust Agreement.
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
case with a copy to American, American Airlines, Inc., 0000 Xxxx Xxxxxx Xxxxxxxxx, Mail Drop 5662, Xxxx Xxxxx, Xxxxx 00000, Reference: American Airlines 2017-1B EETC, Attention: Treasurer (Telecopier: ###) (or at such other address as any such party may specify from time to time in a written notice to the other parties). On or prior to the execution of this Agreement, the Pass Through Trustee has delivered to the Escrow Agent a certificate containing specimen signatures of the representatives of the Pass Through Trustee who are authorized to give notices and instructions with respect to this Agreement. The Escrow Agent may conclusively rely on such certificate until the Escrow Agent receives written notice from the Pass Through Trustee to the contrary.
The Escrow Agent shall notify the Receiptholders in the event of a default in the payment of interest on the Deposits when due in accordance with the Deposit Agreement or a default in the payment of any Final Withdrawal, any Replacement Withdrawal or any Event of Loss Withdrawal in accordance with the terms of the Deposit Agreement and this Agreement and shall promptly forward to Receiptholders upon receipt copies of all written communications relating to any payments due to the Receiptholders in respect of the Deposits.
SECTION 12. Governing Law. This Agreement has been delivered in the State of New York and shall be governed by, and construed in accordance with, the law of the State of New York.
SECTION 13. Submission to Jurisdiction in New York. Each of the parties hereto, to the extent it may do so under applicable law, hereby (a) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City of New York and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, or their successors or permitted assigns, (b) waives, and agrees not to assert, by way of motion, as
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
a defense, or otherwise, in any such suit, action or proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts, (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto at its address set forth in Section 9 hereof, or at such other address of which the other parties shall have been notified pursuant thereto; and (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to xxx in any other jurisdiction.
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
[Remainder of Page Intentionally Blank; Signature Pages Follow]
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Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
Wilmington Trust, National Association, as Escrow Agent | ||
By: | /s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx Xxxxxxx | |
Title: | Vice President |
[Signature Page to Escrow Agreement (Class B)]
Credit Suisse Securities (USA) LLC, as representative of the several Underwriters named in Schedule I to the Underwriting Agreement | ||
By | /s/ Xxxxxx X. Xxxxx | |
Name: | Xxxxxx X. Xxxxx | |
Title: | Managing Director | |
Citigroup Global Markets Inc., as representative of the several Underwriters named in Schedule I to the Underwriting Agreement | ||
By | /s/ Xxxxxx Xxxxxxx | |
Name: | Xxxxxx Xxxxxxx | |
Title: | Managing Director | |
Deutsche Bank Securities Inc., as representative of the several Underwriters named in Schedule I to the Underwriting Agreement | ||
By | /s/ Xxxxxxx X. Xxxxxx | |
Name: | Xxxxxxx X. Xxxxxx | |
Title: | Managing Director | |
By | /s/ Ben-Zion Smilchensky | |
Name: | Ben-Zion Smilchensky | |
Title: | Managing Director |
[Signature Page to Escrow Agreement (Class B)]
Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust 2017-1A | ||
By: | /s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx Xxxxxxx | |
Title: | Vice President | |
Wilmington Trust Company, as Paying Agent | ||
By: | /s/ Xxxxx Xxxxxxx Xxxxxxx | |
Name: | Xxxxx Xxxxxxx Xxxxxxx | |
Title: | Vice President |
[Signature Page to Escrow Agreement (Class B)]
EXHIBIT A to
ESCROW AND PAYING AGENT AGREEMENT
FORM OF ESCROW RECEIPT
AMERICAN AIRLINES 2017-1B ESCROW RECEIPT
No.
This Escrow Receipt evidences a fractional undivided interest in amounts (“Account Amounts”) from time to time deposited on behalf of the holder hereof into a certain paying agent account (the “Paying Agent Account”) described in the Escrow and Paying Agent Agreement (Class B) dated as of January 13, 2017 (as amended, modified or supplemented from time to time, the “Escrow and Paying Agent Agreement”) among Wilmington Trust, National Association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”), Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several Underwriters, Wilmington Trust Company, as Pass Through Trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”) and Wilmington Trust Company, as paying agent (in such capacity, together with its successors in such capacity, the “Paying Agent”). Capitalized terms not defined herein shall have the meanings assigned to them in the Escrow and Paying Agent Agreement.
This Escrow Receipt is issued under and is subject to the terms, provisions and conditions of the Escrow and Paying Agent Agreement. By virtue of its acceptance hereof the holder of this Escrow Receipt assents and agrees to be bound by the provisions of the Escrow and Paying Agent Agreement and this Escrow Receipt.
This Escrow Receipt represents a fractional undivided interest in amounts deposited from time to time in the Paying Agent Account, and grants or represents no rights, benefits or interests of any kind in respect of any assets or property other than such amounts. This Escrow Receipt evidences the same percentage interest in the Account Amounts as the Fractional Undivided Interest in the Pass Through Trust evidenced by the Certificate to which this Escrow Receipt is affixed.
All payments and distributions made to Receiptholders in respect of this Escrow Receipt shall be made only from Account Amounts deposited in the Paying Agent Account. The holder of this Escrow Receipt, by its acceptance of this Escrow Receipt, agrees that it will look solely to the Account Amounts for any payment or distribution due to it pursuant to this Escrow Receipt (or, in case the Depositary shall default in its obligation to make a payment under the Deposit Agreement that would be an Account Amount, to the Depositary) and that it will not have any recourse to American, the Pass Through Trustee, the Paying Agent or the Escrow Agent, except as expressly provided
Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
herein or in the Pass Through Trust Agreement. No Receiptholder of this Escrow Receipt shall have any right to vote on or in any manner otherwise control the operation and management of the Paying Agent Account, nor shall anything set forth herein, or contained in the terms of this Escrow Receipt, be construed so as to constitute the Receiptholders from time to time as partners or members of an association.
This Escrow Receipt may not be assigned or transferred except in connection with the assignment or transfer of the Certificate to which this Escrow Receipt is affixed.
The Paying Agent may treat the person in whose name this Escrow Receipt is registered pursuant to Section 1.03 of the Escrow and Paying Agent Agreement as the owner hereof for all purposes, and the Paying Agent shall not be affected by any notice to the contrary.
THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPALS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.
A-2
Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow Receipt to be duly executed.
Dated: [ ], 2017
Wilmington Trust, National Association, as Escrow Agent | ||
By |
| |
Name: | ||
Title: |
A-3
Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
EXHIBIT B to
ESCROW AND PAYING AGENT AGREEMENT
FORM OF WITHDRAWAL CERTIFICATE
WITHDRAWAL CERTIFICATE
(Class B)
Wilmington Trust, National Association
as Escrow Agent
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: ###
Reference: American Airlines 0000-0X XXXX
Telephone: ###
Telecopier: ###
Ladies and Gentlemen:
Reference is made to the Escrow and Paying Agent Agreement (Class B), dated as of January 13, 2017 (the “Agreement”). [We hereby certify to you that the conditions to the obligations of the undersigned to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied] [We hereby notify you that the Depositary is being replaced in accordance with Section 5(d) of the Note Purchase Agreement] [We hereby notify you that we received notice from American in accordance with Section 1(k) of the Note Purchase Agreement that an “Event of Loss” (as defined pursuant to Section 1(k) of the Note Purchase Agreement ) (or an event that would constitute such an “Event of Loss” but for the requirement that notice be given or time elapse or both) with respect to an Aircraft (as such term is defined in the Note Purchase Agreement), which is [an Airbus] [a Boeing] [an Embraer] model [ ] aircraft bearing U.S. registration number [N ], has occurred and is continuing]. Pursuant to Section [1.02(c)] [1.02(d)] [1.02(e)]of the Agreement, please execute the attached [Notice of Purchase Withdrawal][Notice of Replacement Withdrawal][Notice of Event of Loss Withdrawal] and immediately transmit it by facsimile to the Depositary, at Citibank, N.A., as Depositary, 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx, Xxxxxx Xxxx, XX 00000, Attention: ###, Reference: American Airlines 2017-1 EETC, Facsimile: ### or ###.
Capitalized terms used herein but not defined herein shall have the meanings set forth in the Agreement.
Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)
Very truly yours, | ||
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Pass Through Trustee | ||
By: |
| |
Name: | ||
Title: |
Dated: [ ], 2017
B-2
Escrow and Paying Agent Agreement (Class B)
(American Airlines 2017-1 Aircraft EETC)