EXHIBIT 4.10
================================================================================
TRUST SUPPLEMENT NO. 2001-1D
Dated as of May 24, 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 May 24, 2001
American Airlines Pass Through Trust 2001-1D
7.686% American Airlines
Pass Through Certificates,
Series 2001-1D
================================================================================
TRUST SUPPLEMENT NO. 2001-1D
This TRUST SUPPLEMENT NO. 2001-1D, dated as of May 24, 2001 (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 May 24, 2001, 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").
WITNESSETH:
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 or Lessee of 46 aircraft described in
Schedule III (collectively, the "Aircraft");
WHEREAS, pursuant to each Indenture, the Company or an Owner Trustee
acting on behalf of an Owner Participant will issue the Equipment Notes, which
Equipment Notes are to be secured by a security interest in all right, title and
interest of the Company or the Owner Trustee in and to the Aircraft and certain
other property described therein;
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 Note Purchase Agreements, the
Trustee on behalf of the Applicable Trust shall purchase the Equipment Notes
issued by the Company or an Owner Trustee acting on behalf of an Owner
Participant pursuant to the Indentures relating to the 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 referred to in Section 3.01(h) hereof (the "Intercreditor Agreement"),
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, upon the occurrence of a Registration Event, this Trust
Supplement shall become subject to the provisions of the Trust Indenture Act of
1939, as amended, 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.
Agent Members: has the meaning specified in Section 5.04 of
this Trust Supplement.
Agreement: means the Basic Agreement as supplemented by this
Trust Supplement.
Applicable Certificates: has the meaning specified in Section
3.01 of this Trust Supplement.
Applicable Certificateholder: means the Person in whose name
an Applicable Certificate is registered on the Register for the Applicable
Certificates.
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.
Boeing: means The Boeing Company.
Clearstream: means Clearstream Banking, societe anonyme.
Class E Certificateholder: has the meaning specified in
Section 4.01(a) of this Trust Supplement.
2
DTC: means The Depository Trust Company, and any successor
entity to DTC as depositary for the Applicable Certificates.
Euroclear: means Euroclear Bank S.A./N.V., as the operator of
the Euroclear System.
Exchange Certificates: means the certificates substantially in
the form of Exhibit A attached hereto issued in exchange for the Initial
Certificates pursuant to the Registration Rights Agreement and authenticated
hereunder.
Exchange Offer Registration Statement: has the meaning
specified in the Registration Rights Agreement.
Global Certificates: has the meaning specified in Section
5.01(c) of this Trust Supplement.
Global Exchange Certificate: has the meaning specified in
Section 5.01(e) of this Trust Supplement.
Initial Certificates: has the meaning specified in Section
3.01 of this Trust Supplement.
Institutional Accredited Investor: means an institutional
investor that is an "accredited investor" within the meaning set forth in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.
Liquidity Provider: means Boeing Capital Corporation organized
under the laws of Delaware, or any replacements or successors therefor appointed
in accordance with the Intercreditor Agreement.
Non-U.S. Person: means a Person that is not a "U.S. Person,"
as defined in Regulation S.
Offering Memorandum: means the offering memorandum dated May
18, 2001 relating to the offering of the Initial Certificates.
Offshore Certificates Exchange Date: has the meaning specified
in Section 5.01(c) of this Trust Supplement.
Offshore Global Certificates: has the meaning specified in
Section 5.01(c) of this Trust Supplement.
Offshore Physical Certificates: has the meaning specified in
Section 5.01(d) of this Trust Supplement.
Other Agreements: means (i) the Basic Agreement as
supplemented by Trust Supplement No. 2001-1A-1 dated as of the date hereof
relating to American Airlines Pass Through Trust 2001-1A-1; (ii) the Basic
Agreement as supplemented by Trust Supplement
3
No. 2001-1A-2 dated as of the date hereof relating to American Airlines Pass
Through Trust 2001-1A-2; (iii) the Basic Agreement as supplemented by Trust
Supplement No. 2001-1B dated as of the date hereof relating to American Airlines
Pass Through Trust 2001-1B; (iv) the Basic Agreement as supplemented by Trust
Supplement No. 2001-1C dated as of the date hereof relating to American Airlines
Pass Through Trust 2001-1C; and (v) if Class E Certificates are issued, the
Basic Agreement as supplemented by Trust Supplement No. 2001-1E relating to
American Airlines Pass Through Trust 2001-1E.
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
2001-lA-1, the American Airlines Pass Through Trust 2001-1A-2, the American
Airlines Pass Through Trust 2001-1B and the American Airlines Pass Through Trust
2001-1C, each created on the date hereof, and if Class E Certificates are
issued, the American Airlines Pass Through Trust 2001-1E.
Permanent Offshore Global Certificate: has the meaning
specified in Section 5.01(c) of this Trust Supplement.
Physical Certificates: has the meaning specified in Section
5.01(d) of this Trust Supplement.
Private Placement Legend: has the meaning specified in Section
5.02(a) of this Trust Supplement.
QIB: means a qualified institutional buyer as defined in Rule
144A.
Registration Event: has the meaning set forth in the
Registration Rights Agreement.
Registration Rights Agreement: means the Registration Rights
Agreement dated May 18, 2001 among the Placement Agents, the Trustee, the Other
Trustees and the Company, as amended, supplemented or otherwise modified from
time to time in accordance with its terms.
Registration Statement: has the meaning set forth in the
Registration Rights Agreement.
Regulation S: means Regulation S under the Securities Act or
any successor regulation thereto.
Rule 144A: means Rule 144A under the Securities Act or any
successor rule thereto.
Securities Act: means the U.S. Securities Act of 1933, as
amended.
Shelf Registration Statement: has the meaning set forth in the
Registration Rights Agreement.
4
Temporary Offshore Global Certificate: has the meaning
specified in Section 5.01(c) of this Trust Supplement.
Triggering Event: has the meaning assigned to such term in the
Intercreditor Agreement.
Trust Supplement: has the meaning specified in the first
paragraph of this Trust Supplement.
U.S. Global Certificate: has the meaning specified in Section
5.01(b) of this Trust Supplement.
U.S. Physical Certificates: has the meaning specified in
Section 5.01(d) of this Trust Supplement.
ARTICLE II
DECLARATION OF TRUST
Section 2.01. Declaration of Trust. The Trustee hereby declares the
creation of a Trust, designated the "American Airlines Pass Through Trust
2001-1D" (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 the
Note Purchase Agreements 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 "7.686% American
Airlines Pass Through Certificates, Series 2001-1D" (the "Initial
Certificates"). The exchange certificates which may be issued and offered in
exchange for the Initial Certificates pursuant to the Registration Rights
Agreement shall be known as the "7.686% American Airlines Exchange Pass Through
5
Certificates Series 2001-1D" (the "Exchange Certificates"). The Initial
Certificates and the Exchange Certificates are hereinafter defined as 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 or upon exchange of the Initial
Certificates for Exchange Certificates) is $25,600,000.
(b) The Cut-off Date is June 29, 2001.
(c) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means May 23 and November 23 of each year, commencing on
November 23, 2001, 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 May 23 and
November 23 in certain years, beginning on November 23, 2001 and ending on May
23, 2008 as set out in Schedules I-A and I-B.
(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. Subject to Section 5.01(d) of this Trust Supplement, the Applicable
Certificates 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 E.
(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, each Owner Participant (as
defined in the Note Documents) 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 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 pursuant to one or more prohibited
transaction statutory or administrative exemptions.
6
(h) The Applicable Certificates will be subject to the following
Intercreditor Agreement (and to the extent the terms thereof (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 May 24, 2001, among State Street Bank and Trust Company
of Connecticut, National Association, as Trustee under each Trust (as defined
therein), Boeing Capital Corporation, 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. Potential Purchasers shall have the rights upon
the occurrence of 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) 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.
(j) The Company may at any time purchase any of the Applicable
Certificates at any price in the open market and may hold such Applicable
Certificates to maturity.
(k) The Responsible Party is the Company.
Section 3.02. Delivery of Documents. The Trustee is hereby directed (i)
to execute and deliver the Intercreditor Agreement referred to in Section
3.01(h) of this Trust Supplement in the form delivered to the Trustee by the
Company and (ii) subject to the respective terms thereof, to perform its
obligations thereunder.
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) each Applicable Certificateholder shall have the right (which shall
not expire upon any purchase of the Class A-1 Certificates pursuant to the Class
A-2 Trust Agreement, the Class A-2 Certificates pursuant to the Class A-1 Trust
Agreement, the Class A-1 and Class A-2 Certificates pursuant to the Class B
Trust Agreement or the Class A-1, Class A-2 and Class B Certificates pursuant to
the Class C Trust Agreement) to purchase, for the purchase price set forth in
the Class A-1 Trust Agreement, the Class A-2 Trust Agreement, the Class B Trust
Agreement and the Class C Trust Agreement, respectively, all, but not less than
all, of the Class A-1 Certificates, the Class A-2 Certificates, the Class B
Certificates and the Class C Certificates upon ten days' prior written notice to
the Class A-1 Trustee, the Class A-2 Trustee, the Class B Trustee, the Class C
Trustee and each other Applicable Certificateholder, provided that (A) if prior
to the end of such ten-day period any other Applicable Certificateholder
notifies such purchasing Applicable Certificateholder that such other Applicable
Certificateholder wants to participate in such purchase, then such other
Applicable Certificateholder may join with the
7
purchasing Applicable Certificateholder to purchase all, but not less than all,
of the Class A-1 Certificates, the Class A-2 Certificates, the Class B
Certificates and the Class C Certificates pro rata based on the Fractional
Undivided Interest in the Applicable Trust held by each such Applicable
Certificateholder and (B) if prior to the end of such ten-day period any other
Applicable Certificateholder fails to notify the purchasing Applicable
Certificateholder of such other Applicable Certificateholder's desire to
participate in such a purchase, then such other Applicable Certificateholder
shall lose its right to purchase the Class A-1 Certificates, the Class A-2
Certificates, the Class B Certificates and the Class C Certificates pursuant to
this Section 4.01(a)(i); and
(ii) each Class E Certificateholder (if Class E Certificates are
issued) shall have the right (which shall not expire upon any purchase of the
Class A-1 Certificates pursuant to the Class A-2 Trust Agreement, the Class A-2
Certificates pursuant to the Class A-1 Trust Agreement, the Class A-1
Certificates and the Class A-2 Certificates pursuant to the Class B Trust
Agreement, the Class A-1 Certificates, the Class A-2 Certificates and the Class
B Certificates pursuant to the Class C Trust Agreement or the Class A-1
Certificates, the Class A-2 Certificates, the Class B Certificates and the Class
C Certificates pursuant to clause (i) above) to purchase all, but not less than
all, of the Applicable Certificates, the Class A-1 Certificates, the Class A-2
Certificates, the Class B Certificates and the Class C Certificates upon ten
days' prior written notice to the Trustee, the Class A-1 Trustee, the Class A-2
Trustee, the Class B Trustee, the Class C 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 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 A-1 Certificates, the Class A-2
Certificates, the Class B Certificates and the Class C 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 Class A-1 Certificates, the Class A-2
Certificates, the Class B Certificates, the Class C Certificates and the Class D
Certificates pursuant to this Section 4.01(a)(ii).
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
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 this Section 4.01(a) shall be effective unless the
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 A-1 Certificates, the Class A-2 Certificates, the Class B Certificates
and the Class C Certificates that are senior to the securities
8
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, upon payment from such
Class E Certificateholder(s), 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 this Agreement, the Intercreditor
Agreement, the Liquidity Facility, 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, the Liquidity Facility, 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 A-1 Certificate",
"Class A-1 Certificateholder", "Class A-1 Trust", "Class A-1 Trust Agreement",
"Class A-1 Trustee", "Class A-2 Certificate", "Class A-2 Certificateholder",
"Class A-2 Trust", "Class A-2 Trust Agreement", "Class A-2 Trustee", "Class B
Certificate", "Class B Certificateholder", "Class B Trust", "Class B Trust
Agreement", "Class B Trustee", "Class C Certificate", "Class C
Certificateholder", "Class C Trust", "Class C Trust Agreement", "Class C
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
A-1 Certificateholder, Class A-2 Certificateholder, Class B Certificateholder,
Class C Certificateholder, or Class E Certificateholder, if any, that would be
adversely affected thereby.
9
ARTICLE V
THE CERTIFICATES
Section 5.01. Additions to Article III of the Basic Agreement. In
addition to the provisions of Article III of the Basic Agreement, the following
provisions shall apply to the Applicable Trust:
(a) The Initial Certificates will be issued in minimum denominations of
$100,000 or integral multiples of $1,000 in excess thereof. The Exchange
Certificates will be issued in denominations of $1,000 or integral multiples
thereof. Each Exchange Certificate shall be dated the date of its
authentication;
(b) Initial Certificates offered and sold in reliance on Rule 144A
shall be issued initially in the form of one or more global Certificates in
definitive, fully registered form without interest coupons, substantially in the
form set forth as Exhibit A hereto (the "U.S. Global Certificate"), duly
executed and authenticated by the Trustee as hereinafter provided. The U.S.
Global Certificate will be registered in the name of a nominee for DTC and
deposited with the Trustee, as custodian for DTC. The aggregate principal amount
of the U.S. Global Certificate may from time to time be increased or decreased
by adjustments made on the records of DTC or its nominee, or of the Trustee, as
custodian for DTC or its nominee, as hereinafter provided;
(c) Initial Certificates offered and sold in offshore transactions in
reliance on Regulation S shall be issued initially in the form of one or more
temporary global Certificates in definitive, fully registered form without
interest coupons, substantially in the form set forth as Exhibit A hereto (the
"Temporary Offshore Global Certificate") duly executed and authenticated by the
Trustee as hereinafter provided. The Temporary Offshore Global Certificate will
be registered in the name of a nominee of DTC for credit to the account of the
Agent Members acting as depositaries for Euroclear and Clearstream and deposited
with the Trustee as custodian for DTC. At any time following July 3, 2001 (the
"Offshore Certificates Exchange Date"), upon receipt by the Trustee of a
certificate substantially in the form of Exhibit B hereto, a single permanent
global Certificate fully in registered form substantially in the form set forth
in Exhibit A (the "Permanent Offshore Global Certificate"; and together with the
Temporary Offshore Global Certificate, the "Offshore Global Certificates"), duly
executed and authenticated by the Trustee as hereinafter provided, shall be
registered in the name of a nominee for DTC and deposited with the Trustee, as
custodian for DTC, and the Registrar shall reflect on its books and records the
date of such transfer and a decrease in the principal amount of any Temporary
Offshore Global Certificate in an amount equal to the principal amount of the
beneficial interest in such Temporary Offshore Global Certificate transferred.
The U.S. Global Certificate and the Offshore Global Certificates are sometimes
referred to as the "Global Certificates";
(d) Initial Certificates offered and sold to Institutional Accredited
Investors shall be issued in the form of permanent certificated Certificates in
registered form in substantially the form set forth as Exhibit A hereto (the
"U.S. Physical Certificates"). Certificates issued pursuant to Section 5.04(b)
in exchange for interests in any Offshore Global Certificate shall be in the
form of permanent certificated Certificates in fully registered form
substantially in the form set forth in Exhibit A (the "Offshore Physical
Certificates"). The Offshore Physical Certificates and
10
U.S. Physical Certificates are sometimes collectively herein referred to as the
"Physical Certificates";
(e) The Exchange Certificates shall be issued in the form of one or
more global Certificates substantially in the form of Exhibit A hereto (each, a
"Global Exchange Certificate"), except that (i) the Private Placement Legend
(hereinafter defined) shall be omitted and (ii) such Exchange Certificates shall
contain such appropriate insertions, omissions, substitutions and other
variations from the form set forth in Exhibit A hereto relating to the nature of
the Exchange Certificates as the Responsible Officer of the Trustee executing
such Exchange Certificates on behalf of the Trust may determine, as evidenced by
such officer's execution on behalf of the Trust of such Exchange Certificates.
Such Global Exchange Certificates shall be in registered form and be registered
in the name of DTC and deposited with the Trustee, at its Corporate Trust
Office, as custodian for DTC. The aggregate principal amount of any Global
Exchange Certificate may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for DTC for such
Global Exchange Certificate, which adjustments shall be conclusive as to the
aggregate principal amount of any such Global Exchange Certificate. Subject to
clause (i) and (ii) of the first sentence of this Section 5.01(e), the terms
hereof applicable to U.S. Global Certificates and/or Global Certificates shall
apply to the Global Exchange Certificates, mutatis mutandis;
(f) The definitive Applicable Certificates shall be in fully registered
form and shall be typed, printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner, all as
determined by the officers executing such Applicable Certificates, as evidenced
by their execution of such Applicable Certificates.
Section 5.02. Restrictive Legends. (a) Subject to Section 5.05, unless
and until (i) an Initial Certificate is sold under an effective Shelf
Registration Statement or (ii) an Initial Certificate is exchanged for an
Exchange Certificate pursuant to an effective Exchange Offer Registration
Statement, in each case as provided for in the Registration Rights Agreement,
each Global Certificate (other than the Permanent Offshore Global Certificate)
and each U.S. Physical Certificate shall bear the following legend (the "Private
Placement Legend") on the face thereof:
[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
ANY STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER"
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS
AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN
"INSTITUTIONAL ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT; (2) AGREES THAT IT WILL NOT,
11
PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES
OF THE CERTIFICATES UNDER RULE 144(K) UNDER THE SECURITIES ACT
(OR ANY SUCCESSOR PROVISION) RESELL OR OTHERWISE TRANSFER THIS
CERTIFICATE EXCEPT (A) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (B) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR
ACQUIRING $100,000 OR MORE AGGREGATE PRINCIPAL AMOUNT OF SUCH
CERTIFICATE, THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS
CERTIFICATE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
TRUSTEE), (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES
ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER), OR (F) TO AMERICAN
AIRLINES, INC. OR ANY SUBSIDIARY THEREOF; (3) PRIOR TO SUCH
TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(E)
ABOVE), IT WILL FURNISH TO THE TRUSTEE SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
(4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS
CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS
CERTIFICATE PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD
APPLICABLE TO SALES OF THE CERTIFICATES UNDER RULE 144(K)
UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE
HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN
INSTITUTIONAL ACCREDITED INVESTOR OR IS A PURCHASER WHO IS NOT
A U.S. PERSON, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO THE TRUSTEE AND IF REQUESTED, AMERICAN AIRLINES,
INC., SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE
12
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS
LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE
CERTIFICATES PURSUANT TO CLAUSE 2(E) ABOVE OR UPON ANY
TRANSFER OF THE CERTIFICATES UNDER RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION). AS USED HEREIN,
THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S.
PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS
A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING
RESTRICTIONS.](1)
(b) Each Global Certificate shall also bear the following legend on the
face thereof:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE 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 HEREON 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.
TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO
A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN SECTIONS 5.04 AND 5.05 OF THE TRUST SUPPLEMENT TO THE PASS
THROUGH TRUST AGREEMENT REFERRED TO HEREIN.
(c) Each Certificate shall bear the following legend on the face
thereof:
----------
(1) Not to be included on the face of the Permanent Offshore Global
Certificate.
13
BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER
(A) 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 A PLAN SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), HAVE
BEEN USED TO PURCHASE THIS CERTIFICATE OR (B) THE PURCHASE AND
HOLDING OF THIS CERTIFICATE ARE EXEMPT FROM THE PROHIBITED
TRANSACTION RESTRICTIONS OF ERISA AND THE CODE PURSUANT TO ONE
OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE
EXEMPTIONS.
Section 5.03. Transfer and Exchange. An Applicable Certificateholder
may transfer an Applicable Certificate by written application to the Registrar
stating the name of the proposed transferee and otherwise complying with the
terms of this Agreement, including providing a written certificate or other
evidence of compliance with any restrictions on transfer. No such transfer shall
be effected until, and such transferee shall succeed to the rights of an
Applicable Certificateholder only upon, final acceptance and registration of the
transfer by the Registrar in the Register. Prior to the registration of any
transfer by an Applicable Certificateholder as provided herein, the Trustee
shall treat the person in whose name the Applicable Certificate is registered as
the owner thereof for all purposes, and the Trustee shall not be affected by
notice to the contrary. Furthermore, DTC shall, by acceptance of a Global
Certificate, agree that transfers of beneficial interests in such Global
Certificate may be effected only through a book-entry system maintained by DTC
(or its agent), and that ownership of a beneficial interest in the Certificate
shall be required to be reflected in a book entry. When Applicable Certificates
are presented to the Registrar with a request to register the transfer or to
exchange them for an equal face amount of Applicable Certificates of other
authorized denominations, the Registrar shall register the transfer or make the
exchange as requested if its requirements for such transactions are met. To
permit registrations of transfers and exchanges in accordance with the terms,
conditions and restrictions hereof, the Trustee shall execute and authenticate
Applicable Certificates at the Registrar's request.
Section 5.04. Book-entry Provisions for U.S. Global Certificate and
Offshore Global Certificates. (a) Members of, or participants in, DTC ("Agent
Members") shall have no rights under this Agreement with respect to any Global
Certificate held on their behalf by DTC, or the Trustee as its custodian, and
DTC may be treated by the Trustee and any agent of the Trustee as the absolute
owner of such Global Certificate for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Trustee or any agent of the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by DTC or shall impair, as between DTC and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a holder of any Applicable Certificate. Upon the issuance of any
Global Certificate, the Registrar or its duly appointed agent shall record a
nominee of DTC as the registered holder of such Global Certificate.
(b) Transfers of any Global Certificate shall be limited to transfers
of such Global Certificate or Offshore Global Certificate in whole, but not in
part, to nominees of DTC, its successor or such successor's nominees. Beneficial
interests in the U.S. Global Certificate and
14
any Offshore Global Certificate may be transferred in accordance with the rules
and procedures of DTC and the provisions of Section 5.05. Beneficial interests
in the U.S. Global Certificate or an Offshore Global Certificate shall be
delivered to all beneficial owners in the form of U.S. Physical Certificates or
Offshore Physical Certificates, as the case may be, if (i) DTC notifies the
Trustee that it is unwilling or unable to continue as depositary for the U.S.
Global Certificate or such Offshore Global Certificate, as the case may be, and
a successor depositary is not appointed by the Trustee within 90 days of such
notice or (ii) an Event of Default has occurred and Applicable
Certificateholders with fractional undivided interests aggregating not less than
a majority in interest in the Applicable Trust advise the Trustee, the Company
and DTC through Agent Members in writing that the continuation of a book-entry
system through DTC (or a successor thereto) is no longer in the Applicable
Certificateholders' best interests.
(c) Any beneficial interest in one of the Global Certificates that is
transferred to a Person who takes delivery in the form of an interest in the
other Global Certificate will, upon such transfer, cease to be an interest in
such Global Certificate and become an interest in the other Global Certificate
and, accordingly, will thereafter be subject to all transfer restrictions, if
any, and other procedures applicable to beneficial interests in such other
Global Certificate for as long as it remains such an interest.
(d) In connection with the transfer of the entire U.S. Global
Certificate or an entire Offshore Global Certificate to the beneficial owners
thereof pursuant to paragraph (b) of this Section 5.04, such U.S. Global
Certificate or Offshore Global Certificate, as the case may be, shall be deemed
to be surrendered to the Trustee for cancellation, and the Trustee shall
execute, authenticate and deliver, to each beneficial owner identified by DTC in
exchange for its beneficial interest in such U.S. Global Certificate or Offshore
Global Certificate, as the case may be, an equal aggregate principal amount of
U.S. Physical Certificates or Offshore Physical Certificates, as the case may
be, of authorized denominations.
(e) Any U.S. Physical Certificate delivered in exchange for an interest
in the U.S. Global Certificate pursuant to paragraph (b) of this Section 5.04
shall, except as otherwise provided by paragraph (f) of Section 5.05, bear the
Private Placement Legend.
(f) Any Offshore Physical Certificate delivered in exchange for an
interest in an Offshore Global Certificate pursuant to paragraph (b) of this
Section shall, except as otherwise provided by paragraph (f) of Section 5.05,
bear the applicable legend regarding transfer restrictions set forth in Section
5.02(a).
(g) The registered holder of the U.S. Global Certificate or any
Offshore Global Certificate may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action which a Holder is entitled to take under this
Agreement or the Applicable Certificates.
Section 5.05. Special Transfer Provisions. Unless and until (i) an
Initial Certificate is sold under an effective Shelf Registration Statement, or
(ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to
an effective Exchange Offer Registration Statement, in each case pursuant to the
Registration Rights Agreement, the following provisions shall apply to such
Initial Certificates:
15
(a) Transfers to Non-QIB Institutional Accredited Investors. The
following provisions shall apply with respect to the registration of any
proposed transfer of an Applicable Certificate to any Institutional Accredited
Investor which is not a QIB (excluding transfers to or by Non-U.S. Persons):
(i) The Registrar shall register the transfer of any
Applicable Certificate, whether or not such Applicable
Certificate bears the Private Placement Legend, if (x) the
requested transfer is after the time period referred to in
Rule 144(k) under the Securities Act as in effect with respect
to such transfer or (y) the proposed transferee has delivered
to the Registrar a letter substantially in the form of Exhibit
D hereto and the aggregate principal amount of the Applicable
Certificates being transferred is at least $100,000.
(ii) If the proposed transferor is an Agent Member holding a
beneficial interest in the U.S. Global Certificate, upon
receipt by the Registrar of (x) the documents, if any,
required by paragraph (i) and (y) instructions given in
accordance with DTC's and the Registrar's procedures, the
Registrar shall reflect on its books and records the date of
the transfer and a decrease in the principal amount of such
U.S. Global Certificate in an amount equal to the principal
amount of the beneficial interest in such U.S. Global
Certificate to be transferred, and the Company shall execute,
and the Trustee shall authenticate and deliver to the
transferor or at its direction, one or more U.S. Physical
Certificates of like tenor and amount.
(b) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of an Initial Certificate
to a QIB (excluding Non-U.S. Persons):
(i) If the Initial Certificate to be transferred consists of
U.S. Physical Certificates or an interest in any Temporary
Offshore Global Certificate, the Registrar shall register the
transfer if such transfer is being made by a proposed
transferor who has checked the box provided for on the form of
Initial Certificate stating, or has otherwise advised the
Trustee and the Registrar in writing, that the sale has been
made in compliance with the provisions of Rule 144A to a
transferee who has signed the certification provided for on
the form of Initial Certificate stating, or has otherwise
advised the Trustee and the Registrar in writing, that it is
purchasing the Initial Certificate for its own account or an
account with respect to which it exercises sole investment
discretion and that it, or the Person on whose behalf it is
acting with respect to any such account, is a QIB within the
meaning of Rule 144A, and is aware that the sale to it is
being made in reliance on Rule 144A and acknowledges that it
has received such information regarding the Trust and/or the
Company as it has requested pursuant to Rule 144A or has
determined not to request such information and that it is
aware that the transferor is relying upon its foregoing
representations in order to claim the exemption from
registration provided by Rule 144A.
16
(ii) Upon receipt by the Registrar of the documents referred
to in clause (i) above and instructions given in accordance
with DTC's and the Registrar's procedures therefor, the
Registrar shall reflect on its books and records the date of
such transfer and an increase in the principal amount of the
U.S. Global Certificate in an amount equal to the principal
amount of the U.S. Physical Certificates or interests in the
Temporary Offshore Global Certificate, as the case may be,
being transferred, and the Trustee shall cancel such Physical
Certificates or decrease the amount of such Temporary Offshore
Global Certificate so transferred.
(c) Transfers of Interests in the Permanent Offshore Global Certificate
or Offshore Physical Certificates. The Registrar shall register any transfer of
interests in the Permanent Offshore Global Certificate or Offshore Physical
Certificates without requiring any additional certification.
(d) Transfers to Non-U.S. Persons at any Time. The following provisions
shall apply with respect to any registration of any transfer of an Initial
Certificate to a Non-U.S. Person:
(i) Prior to the Offshore Certificates Exchange Date, the
Registrar shall register any proposed transfer of an Initial
Certificate to a Non-U.S. Person upon receipt of a certificate
substantially in the form set forth as Exhibit C hereto from
the proposed transferor.
(ii) On and after the Offshore Certificates Exchange Date, the
Registrar shall register any proposed transfer to any Non-U.S.
Person if the Initial Certificate to be transferred is a U.S.
Physical Certificate or an interest in the U.S. Global
Certificate, upon receipt of a certificate substantially in
the form of Exhibit C from the proposed transferor. The
Registrar shall promptly send a copy of such certificate to
the Company.
(iii) (A) Upon receipt by the Registrar of (x) the documents,
if any, required by paragraph (ii) and (y) instructions in
accordance with DTC's and the Registrar's procedures, the
Registrar shall reflect on its books and records the date of
such transfer and a decrease in the principal amount of such
U.S. Global Certificate in an amount equal to the principal
amount of the beneficial interest in such U.S. Global
Certificate to be transferred, and (B) upon receipt by the
Registrar of instructions given in accordance with DTC's and
the Registrar's procedures, the Registrar shall reflect on its
books and records the date and an increase in the principal
amount of the Offshore Global Certificate in an amount equal
to the principal amount of the U.S. Physical Certificate or
the U.S. Global Certificate, as the case may be, to be
transferred, and the Trustee shall cancel the Physical
Certificate, if any, so transferred or decrease the amount of
such U.S. Global Certificate.
(e) Private Placement Legend. Upon the transfer, exchange or
replacement of Applicable Certificates not bearing the Private Placement Legend,
the Registrar shall deliver Applicable Certificates that do not bear the Private
Placement Legend. Upon the transfer,
17
exchange or replacement of Applicable Certificates bearing the Private Placement
Legend, the Registrar shall deliver only Applicable Certificates that bear the
Private Placement Legend unless either (i) the circumstances contemplated by
paragraph (a)(i)(x) or (e)(ii) of this Section 5.05 exist or (ii) there is
delivered to the Registrar an Opinion of Counsel to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act.
(f) General. By its acceptance of any Applicable Certificate bearing
the Private Placement Legend, each Holder of such an Applicable Certificate
acknowledges the restrictions on transfer of such Applicable Certificate set
forth in this Agreement and agrees that it will transfer such Applicable
Certificate only as provided in this Agreement. The Registrar shall not register
a transfer of any Applicable Certificate unless such transfer complies with the
restrictions on transfer of such Applicable Certificate set forth in this
Agreement. In connection with any transfer of Applicable Certificates, each
Applicable Certificateholder agrees by its acceptance of the Applicable
Certificates to furnish the Registrar or the Trustee such certifications, legal
opinions or other information as either of them may reasonably require to
confirm that such transfer is being made pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the Securities Act;
provided that the Registrar shall not be required to determine the sufficiency
of any such certifications, legal opinions or other information.
Until such time as no Applicable Certificates remain Outstanding, the
Registrar shall retain copies of all letters, notices and other written
communications received pursuant to Section 5.04 or this Section 5.05. The
Trustee, if not the Registrar at such time, shall have the right to inspect and
make copies of all such letters, notices or other written communications at any
reasonable time upon the giving of reasonable written notice to the Registrar.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01. 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 6.02. 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 6.03. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE
STATE OF NEW YORK AND THIS AGREEMENT AND THE APPLICABLE
18
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 6.04. 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 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 6.05. 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).
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/ Alison Della Bella
-----------------------------------
Name: Alison Della Bella
Title: Assistant Vice President
20
EXHIBIT A to
TRUST SUPPLEMENT NO. 2001-1D
FORM OF CERTIFICATE
REGISTERED
No. __________
[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING
SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT), (B) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL
ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT; (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING
PERIOD APPLICABLE TO SALES OF THE CERTIFICATES UNDER RULE 144(K) UNDER THE
SECURITIES ACT (OR ANY SUCCESSOR PROVISION) RESELL OR OTHERWISE TRANSFER THIS
CERTIFICATE EXCEPT (A) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH
RULE 144A UNDER THE SECURITIES ACT, (B) INSIDE THE UNITED STATES TO AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING $100,000 OR MORE AGGREGATE PRINCIPAL
AMOUNT OF SUCH CERTIFICATE, THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE), (C) OUTSIDE THE UNITED STATES IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D)
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER), OR (F) TO AMERICAN AIRLINES, INC. OR
ANY SUBSIDIARY THEREOF; (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER
PURSUANT TO CLAUSE 2(E) ABOVE), IT WILL FURNISH TO THE TRUSTEE SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (4) AGREES THAT IT WILL DELIVER TO EACH
PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE PRIOR
TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE CERTIFICATES
UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), THE
HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING
TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF
THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR OR IS A
PURCHASER WHO IS NOT A U.S. PERSON, THE HOLDER MUST,
A-1
PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND, IF REQUESTED, TO AMERICAN
AIRLINES INC., SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER
OF THE TRANSFER OF THE CERTIFICATES PURSUANT TO CLAUSE 2(E) ABOVE OR UPON ANY
TRANSFER OF THE CERTIFICATES UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ANY
SUCCESSOR PROVISION). AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN
VIOLATION OF THE FOREGOING RESTRICTIONS.](1)
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IN EXCHANGE FOR THIS CERTIFICATE 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 HEREON 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.
TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 5.04
AND 5.05 OF THE TRUST SUPPLEMENT OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO
HEREIN.](2)
BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT EITHER (A) 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 A PLAN SUBJECT TO SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), HAVE BEEN USED TO
PURCHASE THIS CERTIFICATE OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE
ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE
PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE
EXEMPTIONS.
----------
(1) Not to be included on the face of the Permanent Offshore Global
Certificate or any Exchange Certificate.
(2) This legend to appear on Book-Entry Certificates to be deposited with
the The Depository Trust Company.
A-2
[GLOBAL CERTIFICATE](1)
AMERICAN AIRLINES PASS THROUGH TRUST 2001-1D
7.686% AMERICAN AIRLINES [INITIAL] [EXCHANGE] PASS THROUGH
CERTIFICATE, SERIES 2001-1D
Final Expected Regular Distribution Date: May 23, 2008
evidencing a fractional undivided interest in a
trust, the property of which includes or will
include, among other things, certain Equipment Notes
each secured by an Aircraft owned by or leased to
American Airlines, Inc.
Certificate CUSIP No. ____
No. ______
$____________ Fractional Undivided Interest representing
% of the Trust per $1,000 face amount
THIS CERTIFIES THAT ________, for value received, is the registered
owner of a $______ (______ dollars) Fractional Undivided Interest [(as such
amount may be increased or decreased from time to time as provided in the
Agreement)](2) in the American Airlines Pass Through Trust, Series 2001-1D (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 May 24, 2001 (the "Basic Agreement"), as supplemented by
Trust Supplement No. 2001-1D thereto dated May 24, 2001 (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 "7.686% American Airlines [Initial] [Exchange] Pass
Through Certificates, Series 2001-1D" (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
----------
(1) To be included on the face of each Global Certificate.
(2) To be included in Global Certificates for Initial Pass Through
Certificates.
A-3
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 includes or will include 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 "Trust Property").
Each issue of the Equipment Notes is or will be secured by, among other things,
a security interest in Aircraft leased or 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 May 23 and November 23 (a "Regular Distribution Date"),
commencing on November 23, 2001, 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 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 with the same force and effect as if made
on such Regular Distribution Date or Special Distribution Date and no 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.
[The Holder of this Certificate is entitled to the benefits of the
Registration Rights Agreement, dated as of May 18, 2001, among the Company, the
Trustee and the Placement Agents named therein (the "Registration Rights
Agreement"). Subject to the terms of the Registration Rights Agreement, in the
event that neither the consummation of the Exchange Offer nor the declaration by
the Commission of a Shelf Registration to be effective (a "Registration Event")
occurs on or prior to the 270th day after the date of the initial issuance of
the Certificates, the interest rate per annum borne by the Certificates shall be
increased by
A-4
0.50%, from and including such 270th day, to but excluding the date on which a
Registration Event occurs. In the event that the Shelf Registration Statement
ceases to be effective at any time during the period specified by the
Registration Rights Agreement for more than 60 days, whether or not consecutive,
during any 12-month period, the interest rate per annum borne by the
Certificates shall be increased by 0.50% from the 61st day of the applicable
12-month period such Shelf Registration Statement ceases to be effective until
such time as the Shelf Registration Statement again becomes effective.](3)
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, Owner Trustee or Owner Participant 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
----------
(3) To be included only on each Initial Certificate.
A-5
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 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 $[$100,000](4) [$1000](5) Fractional
Undivided Interest and integral multiples of $1,000 in excess 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.
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.
----------
(4) To be included only on each Initial Certificate.
(5) To be included on each Exchange Certificate.
A-6
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 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 pursuant to one or more prohibited transaction statutory or
administrative exemptions.
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-7
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
AMERICAN AIRLINES, PASS THROUGH TRUST 2001-1D
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-8
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
--------------------------------------------------------------------------------
Please print or typewrite name and address including zip code of assignee
--------------------------------------------------------------------------------
the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing __________________________________ attorney to
transfer said Certificate on the books of the Company with full power of
substitution in the premises.
[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL CERTIFICATES OTHER THAN EXCHANGE CERTIFICATES,
PERMANENT OFFSHORE GLOBAL CERTIFICATE AND
OFFSHORE PHYSICAL CERTIFICATES]
In connection with any transfer of this Certificate occurring prior to
the date which is the earlier of (i) the date the shelf registration statement
is declared effective or (ii) the end of the period referred to in Rule 144(k)
under the Securities Act, the undersigned confirms that without utilizing any
general solicitation or general advertising that:
[Check One]
[ ](a) this Certificate is being transferred in compliance with the
exemption from registration under the Securities Act of 1933, as
amended, provided by Rule 144A thereunder.
or
[ ](b) this Certificate is being transferred other than in accordance with
(a) above and documents are being furnished which comply with the
conditions of transfer set forth in this Certificate and the
Agreement.
A-9
If none of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register this Certificate in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section [5.06] of the Trust Supplement
shall have been satisfied.
Date:
------------- ------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name as written upon the
face of the within-mentioned instrument in every
particular, without alteration or any change
whatsoever.
SIGNATURE GUARANTEE:
---------------------------
Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this
Certificate for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
Dated:
-------------
------------------------------------------------
NOTICE: To be executed by an executive officer
A-10
EXHIBIT B
FORM OF CERTIFICATE FOR UNLEGENDED CERTIFICATES
[DATE]
State Street Bank and Trust
Company of Connecticut, National
Association
[Address]
Attention: [ ]
Re: American Airlines, 2001-1D Pass Through Trust, Class
D Pass Through Trust Certificates (the "Certificates")
Dear Sirs:
This letter relates to U.S. $__________ Fractional Undivided
Interest of Certificates represented by a Certificate (the "Legended
Certificate") which bears a legend outlining restrictions upon transfer of such
Legended Certificate. Pursuant to Section 3.01 of the Pass Through Trust
Agreement dated as of May 24, 2001 (the "Basic Agreement") between the Trustee
and American Airlines, Inc., a Delaware corporation (the "Company"), as
supplemented by Trust Supplement No. 2001-1D thereto (the "Trust Supplement",
and together with the Basic Agreement, the "Agreement"), we hereby certify that
we are (or we will hold such securities on behalf of) a person outside the
United States to whom the Certificates could be transferred in accordance with
Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as
amended. Accordingly, you are hereby requested to exchange the legended
certificate for an unlegended certificate representing an identical principal
amount of Certificates, all in the manner provided for in the Agreement.
You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.
Very truly yours,
[Name of Certificateholder]
By:
-----------------------------------
Authorized Signature
B-1
EXHIBIT C
FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
WITH TRANSFERS PURSUANT TO REGULATION S
[DATE]
State Street Bank and Trust
Company of Connecticut, National
Association
[Address]
Attention: [ ]
Re: American Airlines 2001-1D Pass Through Trust (the
"Trust"), 7.686% American Airlines Pass Through Trust
Certificates Series 2001-1D (the "Certificates")
Sirs:
In connection with our proposed sale of $_______ Fractional
Undivided Interest of the Certificates, we confirm that such sale has been
effected pursuant to and in accordance with Regulation S under the Securities
Act of 1933, as amended, and, accordingly, we represent that:
(1) the offer of the Certificates was not made to a person in
the United States;
(2) either (a) at the time the buy order was originated, the
transferee was outside the United States or we and any person acting on our
behalf reasonably believed that the transferee was outside the United States or
(b) the transaction was executed in, on or through the facilities of a
designated off-shore securities market and neither we nor any person acting on
our behalf knows that the transaction has been pre-arranged with a buyer in the
United States;
(3) no directed selling efforts have been made in the United
States in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S, as applicable; and
(4) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act.
In addition, if the sale is made during a restricted period
and the provisions of Rule 903(c)(3) or Rule 904(c)(1) of Regulation S are
applicable thereto, we confirm that such sale has been made in accordance with
the applicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as the case may
be.
You and American Airlines, Inc. are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceedings or official
inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.
Very truly yours,
[Name of Transferor]
By:
------------------------------------
Authorized Signature
C-1
EXHIBIT D
FORM OF CERTIFICATE TO BE
DELIVERED IN CONNECTION WITH
TRANSFERS TO NON-QIB ACCREDITED INVESTORS
Xxxxxx Xxxxxxx & Co. Incorporated American Airlines, Inc.
0000 Xxxxxxxx 0000 Xxxx Xxxxxx Xxxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Xxxx Xxxxx, Xxxxx 00000
Credit Suisse First Boston Corporation State Street Bank and Trust Company of
Eleven Madison Avenue Connecticut, National Association,
Xxx Xxxx, Xxx Xxxx 00000 as Pass Through Trustee
000 Xxxxxx Xxxxxx, Xxxxxxx Square
Xxxxxxx Xxxxx Barney, Inc. Xxxxxxxx, Xxxxxxxxxxx 00000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dresdner Kleinwort Xxxxxxxxxxx Securities LLC [Owner Participant]
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
In connection with our proposed purchase of % American Airlines Pass
Through Certificates, Series 2001-1 (the "Certificates") we confirm that:
1. We have received a copy of the Offering Memorandum (the
"Offering Memorandum"), relating to the Certificates and such other
information as we deem necessary in order to make our investment
decision. We acknowledge that we have read and agree to the matters
stated in the section entitled "Transfer Restrictions" of such Offering
Memorandum. We acknowledge that neither American Airlines, Inc. (the
"Company") nor any Placement Agent, nor any person representing the
Company or any Placement Agent, has made any representation with
respect to the offer or sale of any Certificates.
2. We understand that any subsequent transfer of the
Certificates is subject to certain restrictions and conditions set
forth in the Pass Through Trust Agreement between the Company and State
Street Bank and Trust Company of Connecticut, National Association (the
"Trustee") relating to the Certificates, and we agree to be bound by,
and not to resell, pledge or otherwise transfer the Certificates except
in compliance with, such restrictions and conditions and the Securities
Act of 1933, as amended (the "Securities Act").
3. We are purchasing Certificates having an aggregate
principal amount of not less than $100,000 and each account (if any)
for which we are purchasing Certificates is purchasing Certificates
having an aggregate principal amount of not less than $100,000.
D-1
4. We understand that the Certificates have not been
registered under the Securities Act, that the Certificates are being
sold to us in a transaction that is exempt from the registration
requirements of the Securities Act and that the Certificates may not be
offered or resold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are
acting as hereinafter stated, that, if we should sell any Certificates
within the applicable time period referred to in Rule 144(k) of the
Securities Act, we will do so only (A) to the Company or a subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) inside the
United States to an Institutional Accredited Investor (as defined
below) acquiring $100,000 or more aggregate principal amount of such
Certificates that, prior to such transfer, furnishes to the Trustee a
signed letter containing certain representations and agreements
relating to the restrictions on transfer of the Certificates (the form
of which letter can be obtained from the Trustee), (D) outside the
United States in accordance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration
provided by Rule 144 under the Securities Act or (F) pursuant to a
registration statement which has been declared effective under the
Securities Act (and which continues to be effective at the time of such
transfer), and we further agree to provide any person purchasing any of
the Certificates from us a notice advising such purchaser that resales
of the Certificates are restricted as stated herein.
5. We understand that, on any proposed resale of any
Certificates, we will be required to furnish to the Company and to the
Trustee such certificates, legal opinions and other information as the
Company and the Trustee may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions. We further
understand that the Certificates purchased by us will bear a legend to
the foregoing effect.
6. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act) ("Institutional Accredited Investor") and have such knowledge and
experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Certificates,
and we and any accounts for which we are acting are each able to bear
the economic risk of our or their investments.
7. We are acquiring the Certificates purchased by us for our
own account or for one or more accounts (each of which is an
Institutional Accredited Investor) as to each of which we exercise sole
investment discretion.
D-2
You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
By:
-----------------------------
Name:
Title:
Securities to be Purchased:
$ principal amount
D-3
EXHIBIT E to
TRUST SUPPLEMENT NO. 2001-1D
[DTC Letter of Representations]
IV-1
SCHEDULE I-B
TRUST SUPPLEMENT NO. 2001-1D
AGGREGATE EQUIPMENT PRINCIPAL PAYMENTS
DATE SCHEDULED PRINCIPAL PAYMENTS
---- ----------------------------
November 23, 2001 $ 5,119,999.91
May 23, 2002 2,945,340.16
November 23, 2002 0.00
May 23, 2003 0.00
November 23, 2003 0.00
May 23, 2004 45,780.98
November 23, 2004 0.00
May 23, 2005 94,425.85
November 23, 2005 0.00
May 23, 2006 2,542,146.55
November 23, 2006 0.00
May 23, 2007 5,119,999.90
November 23, 2007 4,612,306.76
May 23, 2008 5,119,999.89
Total: $25,600,000.00
SCHEDULE II to
TRUST SUPPLEMENT NO. 2001-1D
EQUIPMENT NOTES, PRINCIPAL AMOUNTS
AND MATURITIES
EQUIPMENT NOTES PRINCIPAL AMOUNTS MATURITY
--------------- ----------------- --------
Series 2001-1D Equipment Note N9630A 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9615W 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9616G 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9617R 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9618A 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9619V 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9620D 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9622A 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9624T 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9625W 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9626F 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9628W 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9629H 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N961TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N962TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N963TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N964TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N965TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N966TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N967TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N968TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N969TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N970TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N971TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N972TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9677W 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N979TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N980TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N9681B 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N982TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N983TW 800,000.00 May 23, 2008
Series 2001-1D Equipment Note N984TW 800,000.00 May 23, 2008
Total: $25,600,000.000
SCHEDULE III to
TRUST SUPPLEMENT NO. 2001-1D
AIRCRAFT
AIRCRAFT TYPE REGISTRATION NUMBER
------------- -------------------
MD83 N9618A
MD83 N9619V
MD83 N9620D
MD83 N9630A
MD83 N9615W
MD83 N9616G
MD83 N9617R
MD83 N9622A
MD83 N9624T
MD83 N9625W
MD83 N9626F
MD83 N9628W
MD83 N9629H
MD83 X000XX
XX00 X000XX
MD83 N963TW
MD83 N964TW
MD83 N965TW
MD83 N966TW
MD83 N967TW
MD83 N968TW
MD83 N969TW
MD83 N970TW
MD83 N971TW
MD83 N972TW
MD83 N9677W
MD83 X000XX
XX00 X000XX
MD83 N9681B
MD83 N982TW
MD83 X000XX
XX00 X000XX
B777-223ER N788AN
B777-223ER N789AN
B777-223ER N790AN
B777-223ER N791AN
B737-823 N937AN
B737-823 N944AN
B737-823 N945AN
B737-823 N946AN
B737-823 N952AA
B737-823 N953AN
B737-823 N954AN
B737-823 N955AN
B737-823 N956AN
B737-823 N957AN
SCHEDULE IV to
TRUST SUPPLEMENT NO. 2001-1D
I. Owned Aircraft
Participation Agreement
Indenture and Security Agreement
Series 2001-1 A-1 Equipment Note
Series 2001-1A-2 Equipment Note
Series 2001-1B Equipment Note
Series 2001-1C Equipment Note for
each of the following Aircraft:
AIRCRAFT TYPE REGISTRATION NUMBER
------------- -------------------
B777-223ER N788AN
B777-223ER N789AN
B777-223ER N790AN
B777-223ER N791AN
B737-823 N937AN
B737-823 N944AN
B737-823 N945AN
B737-823 N946AN
B737-823 N952AA
B737-823 N953AN
B737-823 N954AN
B737-823 N955AN
B737-823 N956AN
B737-823 N957AN
II. Leased Aircraft
Participation Agreement
Refunding Agreement
Lease Agreement
Indenture and Security Agreement
Series 2001-1A-1 Equipment Note
Series 2001-1A-2 Equipment Note
Series 2001-1B Equipment Note
Series 2001-1C Equipment Note
Series 2001-1D Equipment Note for
each of the following Aircraft:
AIRCRAFT TYPE REGISTRATION NUMBER
------------- -------------------
MD83 N9618A
MD83 N9619V
MD83 N9620D
MD83 N9630A
MD83 N9615W
MD83 N9616G
MD83 N9617R
MD83 N9622A
MD83 N9624T
MD83 N9625W
MD83 N9626F
MD83 N9628W
MD83 N9629H
MD83 X000XX
XX00 X000XX
MD83 N963TW
MD83 N964TW
MD83 N965TW
MD83 N966TW
MD83 N967TW
MD83 N968TW
MD83 N969TW
MD83 N970TW
MD83 N971TW
MD83 N972TW
MD83 N9677W
MD83 X000XX
XX00 X000XX
MD83 N9681B
MD83 N982TW
MD83 X000XX
XX00 X000XX
