EXHIBIT 4(a)(2)
TRUST SUPPLEMENT NO. 2003-1G
Dated as of July 8, 2003
between
AMERICAN AIRLINES, INC.
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee,
to
PASS THROUGH TRUST AGREEMENT
Dated as of March 21, 2002
American Airlines Pass Through Trust 2003-1G
American Airlines Pass Through Certificates,
Series 2003-1G
TABLE OF CONTENTS
Page
----
Article I
DEFINITIONS
Section 1.01. Definitions................................................ 2
Article II
THE TRUST AND THE TRUSTEE
Section 2.01. Declaration of Trust....................................... 4
Section 2.02. Activities of Trust........................................ 4
Article III
THE APPLICABLE CERTIFICATES
Section 3.01. The Certificates........................................... 5
Section 3.02. Delivery of Documents...................................... 6
Section 3.03. The Trustee................................................ 7
Section 3.04. Representations and Warranties of the Trustee.............. 7
Section 3.05. Amendment of Section 7.12(c) of the Basic Agreement........ 8
Section 3.06. Amendment of Section 7.02 of the Basic Agreement........... 8
Article IV
DEFAULT
Section 4.01. Purchase Rights of Certificateholders...................... 8
Article V
STATEMENTS TO CERTIFICATEHOLDERS
Section 5.01. Statements to Applicable Certificateholders................ 11
Article VI
SUPPLEMENTAL AGREEMENTS
Section 6.01. Supplemental Agreements.................................... 12
Article VII
MISCELLANEOUS PROVISIONS
Section 7.01. Final Termination Date..................................... 16
Section 7.02. Basic Agreement Ratified................................... 16
Section 7.03. Governing Law.............................................. 16
Section 7.04. Counterparts............................................... 16
Section 7.05. Intention of Parties....................................... 16
Section 7.06. Notices.................................................... 16
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Section 7.07. Third Party Beneficiary.................................... 17
EXHIBIT A Form of Certificate................................................. A-1
EXHIBIT B DTC Letter of Representations....................................... B-1
SCHEDULE I Aggregate Equipment Note Principal Payments......................... I-1
SCHEDULE II Equipment Notes, Principal Amounts, Maturities and Aircraft......... II-1
SCHEDULE III Note Documents...................................................... III-1
ii
TRUST SUPPLEMENT NO. 2003-1G
This TRUST SUPPLEMENT NO. 2003-1G, dated as of July 8, 2003
(the "Trust Supplement"), between American Airlines, Inc., a Delaware
corporation, and U.S. Bank Trust National Association, a national banking
association, as successor Trustee, to the Pass Through Trust Agreement, dated as
of March 21, 2002, 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").
W I T N E S S E T H:
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 of seven aircraft described
in Schedule II (collectively, the "Aircraft");
WHEREAS, pursuant to each Indenture, the Company will issue,
on a recourse basis, the Equipment Notes, which Equipment Notes are to be
secured by a security interest in all right, title and interest of the Company
in and to the Aircraft and certain other property described in such Indenture;
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 Participation
Agreements, the Trustee on behalf of the Applicable Trust shall on the date
hereof purchase the Equipment Notes issued by the Company pursuant to the
Indenture relating to the relevant 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 (as defined below), 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, this Trust Supplement is subject to the provisions of
the Trust Indenture Act 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.
Applicable Certificateholder: Means the Person in whose name
an Applicable Certificate is registered on the Register for the
Applicable Certificates.
Applicable Certificates: Has the meaning specified in Section
3.01 of this Trust Supplement.
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.
Intercreditor Agreement: Means the Intercreditor Agreement,
dated as of the date hereof, by and among the Trustee, the Other
Trustees, the Liquidity Provider named therein, the Policy Provider and
U.S. Bank Trust National Association, as Subordination Agent, as
amended, supplemented or otherwise modified from time to time in
accordance with its terms.
Note Documents: Means the Equipment Notes with respect to the
Applicable Certificates and, with respect to any such Equipment Note,
the related Indenture and Participation Agreement.
Other Agreements: Means (i) the Basic Agreement as
supplemented by Trust Supplement No. 2003-1C dated as of the date
hereof relating to American Airlines Pass Through Trust 2003-1C or, in
connection with a refunding of the Class C Certificates in accordance
with Exhibit A to the Intercreditor Agreement, as supplemented by the
trust supplement executed in connection with the new class C
certificates issued upon such refunding; (ii) the Basic Agreement as
supplemented by Trust Supplement No. 2003-1D dated as of the date
hereof relating to American Airlines Pass Through Trust 2003-1D or,
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in connection with a refunding of the Class D Certificates in
accordance with Exhibit A to the Intercreditor Agreement, as
supplemented by the trust supplement executed in connection with the
new class D certificates issued upon such refunding; and (iii) if Class
E Certificates are issued, the Basic Agreement as supplemented by Trust
Supplement No. 2003-1E relating to American Airlines Pass Through Trust
2003-1E.
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
2003-1C created on the date hereof (or, in connection with a refunding
of the Class C Certificates in accordance with Exhibit A to the
Intercreditor Agreement, the trust formed in connection therewith for
the issuance of the new class C certificates) and the American Airlines
Pass Through Trust 2003-1D created on the date hereof (or, in
connection with a refunding of the Class D Certificates in accordance
with Exhibit A to the Intercreditor Agreement, the trust formed in
connection therewith for the issuance of the new class D certificates),
and, if Class E Certificates are issued, the American Airlines Pass
Through Trust 2003-1E.
Participation Agreement: Means each Participation Agreement
among the Company and U.S. Bank Trust National Association as the
Trustee, the Other Trustees, the Subordination Agent and the Loan
Trustee and in its individual capacity, as the same may be amended,
supplemented or otherwise modified in accordance with its terms.
Policy: Has the meaning specified in Section 3.01(i).
Pool Balance: Means, as of any date, (i) the original
aggregate face amount of the Applicable Certificates less (ii) the
aggregate amount of all distributions made in respect of such
Applicable Certificates other than distributions made in respect of
interest, Make-Whole Amount, if any, or reimbursement of any costs or
expenses incurred in connection therewith. The Pool Balance as of any
Distribution Date shall be computed after giving effect to the payment
of principal, if any, on the Equipment Notes or other Trust Property
and the distribution thereof to be made on that date and payments under
the Policy made for the benefit of the Applicable Certificateholders
(other than in respect of the Class G Liquidity Facility or interest on
the Applicable Certificates).
Pool Factor: Means, as of any Distribution Date, the quotient
(rounded to the seventh decimal place (and rounding 0.00000005 up))
computed by dividing (i) the Pool Balance by (ii) the original
aggregate face amount of the Applicable Certificates. The Pool Factor
as of any Distribution Date shall be computed after giving effect to
the payment of principal, if any, on the Equipment Notes or other Trust
Property and the distribution thereof to be made on that date and
payments under the Policy made for the benefit of the Applicable
Certificateholders (other than in respect of the Class G Liquidity
Facility or interest on Applicable Certificates).
Prospectus Supplement: Means the Prospectus Supplement dated
June 30, 2003, relating to the offering of the Class G Certificates.
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Trust Property: Means (i) subject to the Intercreditor
Agreement, the Equipment Notes held as the property of the Applicable
Trust, all monies at any time paid thereon and all monies due and to
become due thereunder, (ii) funds from time to time deposited in the
Certificate Account and the Special Payments Account and (iii) all
rights of the Applicable Trust and the Trustee, on behalf of the
Applicable Trust, under the Intercreditor Agreement, the Policy and the
Class G Liquidity Facility, including, without limitation, all rights
to receive certain payments under such documents, and all monies paid
to the Trustee on behalf of the Applicable Trust pursuant to the
Intercreditor Agreement, the Policy and the Class G Liquidity Facility.
Trusts: Means, collectively, the American Airlines 2003-1 Pass
Through Trusts to be formed pursuant to the Basic Agreement, as
supplemented by this Trust Supplement and the Other Agreements.
Trustee Agreements: Has the meaning specified in Section
3.04(a).
Trust Supplement: Has the meaning specified in the first
paragraph of this Trust Supplement.
ARTICLE II
THE TRUST AND THE TRUSTEE
Section 2.01 Declaration of Trust. The Trustee hereby declares
the creation of a Trust, designated the "American Airlines Pass Through Trust
2003-1G" (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 each
Participation Agreement 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.
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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 "American
Airlines Pass Through Certificates, Series 2003-1G" (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) is $254,863,000.
(b) The Cut-Off Date is September 8, 2003.
(c) The Regular Distribution Dates with respect to any
payment of Scheduled Payments means January 9 and July 9 of each year,
commencing on January 9, 2004 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 January 9 and July 9 in certain
years, beginning on January 9, 2004 and ending on July 9, 2010, as set
out in Schedule I.
(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, 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 B.
(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 II and the Note Documents described in
Schedule III.
(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 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
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amended (the "Code") or a governmental or church plan, 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 or any provisions of state or federal laws or regulations that are
substantially similar to the foregoing provisions of ERISA and the
Code, as applicable, pursuant to one or more prohibited transaction
statutory or administrative exemptions.
(h) The Applicable Certificates will be subject to the
Intercreditor Agreement (and to the extent the terms of the
Intercreditor Agreement (including the definitions of defined terms)
are inconsistent with the terms of this Agreement, such Intercreditor
Agreement shall control). 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) Distributions of interest on the Applicable
Certificates when scheduled and distributions of the outstanding Pool
Balance on the Applicable Certificates on the Final Legal Distribution
Date (as defined in the Intercreditor Agreement) for such Applicable
Certificates and under certain other circumstances will be supported by
a certificate guaranty insurance policy to be issued by the Policy
Provider pursuant to the Policy Provider Agreement ("Policy").
(j) Distributions of interest on the Applicable
Certificates will be supported by the Class G Liquidity Facility to be
provided by the Class G Liquidity Provider for the benefit of the
Applicable Certificateholders.
(k) As of the Issuance Date, the Parent will not
guarantee the obligations of the Company under any Equipment Notes to
be acquired by the Trust.
(l) 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.
(m) The Responsible Party is the Company.
Section 3.02 Delivery of Documents. The Trustee is hereby
directed (a) to execute and deliver, on or prior to the Issuance Date, the
Intercreditor Agreement, the Policy Provider Agreement and each Participation
Agreement, each in the form delivered to the Trustee by the Company, and (b)
subject to the respective terms thereof, to perform its obligations thereunder.
On the Issuance Date, the Trustee shall duly execute, deliver, authenticate,
issue and sell Applicable Certificates in authorized denominations equaling in
the aggregate the amount set forth in Schedule I to the Underwriting Agreement,
which Applicable Certificates shall evidence the entire ownership interest in
the Applicable Trust and which amount equals the aggregate principal amount of
Equipment Notes to be purchased by the Trustee on the Issuance Date pursuant to
the Participation Agreements. Except as provided in Sections 3.03, 3.04, 3.05
and
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3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or
deliver Applicable Certificates in excess of the aggregate amount specified in
this paragraph. The provisions of this Section 3.02(a) supersede and replace the
first sentence of Section 3.02(a) of the Basic Agreement, with respect to the
Applicable Trust.
Section 3.03 The Trustee. (a) Subject to Section 3.04 of this
Trust Supplement and Section 7.15 of the Basic Agreement, the Trustee shall not
be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Trust Supplement or the due execution hereof by the Company
or the other parties hereto (other than the Trustee), or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company, except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the Policy Provider
Agreement and each Participation Agreement has been executed and delivered by
one of its officers who is duly authorized to execute and deliver such document
on its behalf.
(b) Except as herein otherwise provided, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Trust Supplement other than as set
forth in the Basic Agreement and this Trust Supplement, and this Trust
Supplement is executed and accepted on behalf of the Trustee, subject to all the
terms and conditions set forth in the Basic Agreement as fully to all intents as
if the same were herein set forth at length.
Section 3.04 Representations and Warranties of the Trustee.
The Trustee hereby represents and warrants that:
(a) the Trustee has full power, authority and legal right
to execute, deliver and perform each Applicable Certificate, this Trust
Supplement, the Intercreditor Agreement, the Policy Provider Agreement
and the Note Documents to which it is a party (collectively, the
"Trustee Agreements") and has taken all necessary action to authorize
the execution, delivery and performance by it of the Trustee
Agreements;
(b) the execution, delivery and performance by the
Trustee of the Trustee Agreements (i) will not violate any provision of
any United States federal law or the law of the state of the United
States where it is located governing the banking and trust powers of
the Trustee or any order, writ, judgment, or decree of any court,
arbitrator or governmental authority applicable to the Trustee or any
of its assets, (ii) will not violate any provision of the articles of
association or by-laws of the Trustee, and (iii) will not violate any
provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation or imposition of any lien on
any properties included in the Trust Property pursuant to the
provisions of any mortgage, indenture, contract, agreement or other
undertaking to which it is a party, which violation, default or lien
could reasonably be expected to have an adverse effect on the Trustee's
performance or ability to perform its duties hereunder or thereunder or
on the transactions contemplated herein or therein;
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(c) the execution, delivery and performance by the
Trustee of the Trustee Agreements will not require the authorization,
consent, or approval of, the giving of notice to, the filing or
registration with, or the taking of any other action in respect of, any
governmental authority or agency of the United States or the state of
the United States where it is located regulating the banking and
corporate trust activities of the Trustee; and
(d) the Trustee Agreements have been, or will be, as
applicable, duly executed and delivered by the Trustee and constitute,
or will constitute, as applicable, the legal, valid and binding
agreements of the Trustee, enforceable against it in accordance with
their respective terms; provided, however, that enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally
and (ii) general principles of equity.
Section 3.05 Amendment of Section 7.12(c) of the Basic
Agreement. For purposes of this Agreement, references to the term "corporation"
as used in Section 7.12(c) of the Basic Agreement shall be deemed to include a
bank or trust company.
Section 3.06 Amendment of Section 7.02 of the Basic Agreement.
The Trustee agrees, in addition to the agreements contained in Section 7.02 of
the Basic Agreement, that it will promptly transmit any such notices to the
Class G Liquidity Provider and the Policy Provider.
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) unless the Policy Provider has purchased or
given notice of its election to purchase pursuant to Section
4.01(a)(iv) below, each Class C Certificateholder (other than any
American Entity) shall have the right to purchase all, but not less
than all, of the Applicable Certificates upon ten days' prior written
notice to the Trustee and each other Class C Certificateholder,
provided that (A) if prior to the end of such ten-day period any other
Class C Certificateholder (other than any American Entity) notifies
such purchasing Class C Certificateholder that such other Class C
Certificateholder wants to participate in such purchase, then such
other Class C Certificateholder may join with the purchasing Class C
Certificateholder to purchase all, but not less than all, of the
Applicable Certificates pro rata based on the Fractional Undivided
Interest in the Class C Trust held by each such Class C
Certificateholder and (B) if prior to the end of such ten-day period
any other Class C Certificateholder fails to notify the purchasing
Class C Certificateholder of such other Class C Certificateholder's
desire to participate in such a purchase, then such other Class C
Certificateholder shall lose its right to purchase the Applicable
Certificates pursuant to this Section 4.01(a)(i); and
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(ii) unless the Policy Provider has purchased or
given notice of its election to purchase pursuant to Section
4.01(a)(iv) below, each Class D Certificateholder (other than any
American Entity) shall have the right (which shall not expire upon any
purchase of the Applicable Certificates pursuant to clause (i) above)
to purchase all, but not less than all, of the Applicable Certificates
and the Class C Certificates upon ten days' prior written notice to the
Trustee, the Class C Trustee and each other Class D Certificateholder,
provided that (A) if prior to the end of such ten-day period any other
Class D Certificateholder (other than any American Entity) notifies
such purchasing Class D Certificateholder that such other Class D
Certificateholder wants to participate in such purchase, then such
other Class D Certificateholder may join with the purchasing Class D
Certificateholder to purchase all, but not less than all, of the
Applicable Certificates and the Class C Certificates pro rata based on
the Fractional Undivided Interest in the Class D Trust held by each
such Class D Certificateholder and (B) if prior to the end of such
ten-day period any other Class D Certificateholder fails to notify the
purchasing Class D Certificateholder of such other Class D
Certificateholder's desire to participate in such a purchase, then such
other Class D Certificateholder shall lose its right to purchase the
Applicable Certificates and the Class C Certificates pursuant to this
Section 4.01(a)(ii); and
(iii) unless the Policy Provider has purchased or
given notice of its election to purchase pursuant to Section
4.01(a)(iv) below, each Class E Certificateholder (other than any
American Entity) (if the Class E Certificates are issued) shall have
the right (which shall not expire upon any purchase of the Applicable
Certificates or the Class C Certificates pursuant to clause (i) or (ii)
above) to purchase all, but not less than all, of the Applicable
Certificates, the Class C Certificates and the Class D Certificates
upon ten days' prior written notice to the Trustee, the Class C
Trustee, the Class D 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 (other than any American Entity) 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 C Certificates, and the Class D
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 Applicable
Certificates, the Class C Certificates and the Class D Certificates
pursuant to this Section 4.01(a)(iii); and
(iv) whether or not any Certificateholder of any
Class has exercised its rights pursuant to the foregoing provisions of
this Section 4.01, the Policy Provider (except in the case of a Policy
Provider Default), if it is then the Controlling Party, shall have the
right to purchase all, but not less than all, of the Applicable
Certificates upon ten days' written notice to the Trustee (which shall
promptly notify the holders of the Applicable Certificates, the Class C
Trustee, the Class D Trustee and the Class E Trustee (if any) of
receipt of such notice).
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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 any Make-Whole Amount, 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 clause (ii) or
(iii) above 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 C Certificates and the
Class D Certificates, if any, that are senior to the securities 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, subject to Section 3.04 of the Basic
Agreement, upon payment from such Class C Certificateholder(s), Class D
Certificateholder(s), Class E Certificateholder(s) or the Policy Provider, as
the case may be, 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 the Agreement, the Intercreditor Agreement, the
Class G Liquidity Facility, the Policy, the Policy Provider Agreement, 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 Class G Liquidity Facility, the Policy, the Policy
Provider Agreement, 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.
(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 C Certificateholder, Class D Certificateholder
or Class E Certificateholder, if any, that would be adversely affected thereby,
or the Policy Provider, if it would be adversely affected thereby.
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(c) Unless otherwise specified in the relevant documents
relating to a Refunding: (i) following a Refunding of the Series C Equipment
Notes in accordance with Exhibit A to the Intercreditor Agreement, the terms
"Class C Certificates", "Class C Certificateholders", "Class C Trust", and
"Class C Trustee", as used in this Section 4.01 and in Section 9.01(16) of the
Basic Agreement (as amended by this Trust Supplement), will be deemed to mean
the "New Class C Certificates", the Holders of the New Class C Certificates, the
trust issuing the New Class C Certificates, and the trustee for the New Class C
Certificates, respectively; and (ii) following a Refunding of the Series D
Equipment Notes or New Series of Series D Equipment Notes in accordance with
Exhibit A to the Intercreditor Agreement, the terms "Class D Certificates",
"Class D Certificateholders", "Class D Trust", and "Class D Trustee", as used in
this Section 4.01 and in Section 9.01(16) of the Basic Agreement (as amended by
this Trust Supplement), will be deemed to mean the "New Class D Certificates",
the Holders of the New Class D Certificates, the trust issuing the New Class D
Certificates, and the trustee for the New Class D Certificates, respectively.
ARTICLE V
STATEMENTS TO CERTIFICATEHOLDERS
Section 5.01. Statements to Applicable Certificateholders. (a)
On each Distribution Date, the Trustee will include with each distribution to
Applicable Certificateholders of a Scheduled Payment or Special Payment, as the
case may be, a statement setting forth the information provided below. Such
statement shall set forth the following information (per $1,000 aggregate face
amount of Applicable Certificate as to (i) and (ii) below):
(i) the amount of such distribution under this
Agreement allocable to principal (indicating any portion thereof paid
by the Policy Provider) and the amount allocable to Make-Whole Amount,
if any;
(ii) the amount of such distribution under this
Agreement allocable to interest, indicating any portion thereof paid by
the Class G Liquidity Provider and/or Policy Provider; and
(iii) the Pool Balance and the Pool Factor.
With respect to the Applicable Certificates registered in the
name of a Clearing Agency or its nominee, on the Record Date prior to each
Distribution Date, the Trustee will request from the Clearing Agency a
securities position listing setting forth the names of all the Clearing Agency
Participants reflected on the Clearing Agency's books as holding interests in
the Applicable Certificates on such Record Date. On each Distribution Date, the
Trustee will mail to each such Clearing Agency Participant, whose name has been
provided by the Clearing Agency, the statement described above and will make
available additional copies as requested by such Clearing Agency Participants
for forwarding to holders of interests in the Applicable Certificates.
(b) Within a reasonable period of time after the end of
each calendar year but not later than the latest date permitted by law, the
Trustee shall furnish to each Person who at any
11
time during such calendar year was an Applicable Certificateholder of record a
statement containing the sum of the amounts determined pursuant to clauses
(a)(i) and (a)(ii) above for such calendar year or, in the event such Person was
an Applicable Certificateholder of record during a portion of such calendar
year, for the applicable portion of such year, and such other items as are
readily available to the Trustee and which an Applicable Certificateholder may
reasonably request as necessary for the purpose of such Applicable
Certificateholder's preparation of its federal income tax returns. With respect
to Certificates registered in the name of a Clearing Agency or its nominee, such
statement and such other items shall be prepared on the basis of information
supplied to the Trustee by the Clearing Agency Participants and shall be
delivered by the Trustee to such Clearing Agency Participants to be available
for forwarding by such Clearing Agency Participants to the holders of interests
in the Applicable Certificates.
(c) This Section 5.01 supersedes and replaces Section
4.03 of the Basic Agreement.
ARTICLE VI
SUPPLEMENTAL AGREEMENTS
Section 6.01. Supplemental Agreements. For purposes of the
Applicable Trust, the following provisions of the Basic Agreement shall be
amended to read as follows:
(a) Section 7.09(b) of the Basic Agreement shall be
amended by inserting the phrase "the Policy Provider," immediately after each
reference to "the Company" therein.
(b) Section 9.01 of the Basic Agreement shall be amended
to read as follows:
"Section 9.01. Supplemental Agreements Without Consent of
Applicable Certificateholders. Without the consent of the Applicable
Certificateholders, the Company may (but will not be required to), and the
Trustee (subject to Section 9.03) shall, at the Company's request, at any time
and from time to time, enter into one or more agreements supplemental hereto or,
at the request of the Company, enter into one or more amendments or supplements
to the Intercreditor Agreement, the Participation Agreements, any Liquidity
Facility, the Policy or the Policy Provider Agreement, for any of the following
purposes:
(1) to provide for the formation of a Trust, the issuance of a
series of Certificates and other matters contemplated by
Section 2.01 or to add, or to change or eliminate, any
provision affecting a series of Certificates not yet issued;
or
(2) to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of
the Company contained in this Agreement or of the Company's
obligations under any of the Participation Agreements, any
Liquidity Facility or the Policy Provider Agreement; or
(3) to add to the covenants of the Company for the benefit of the
Certificateholders of any series, or to surrender any right or
power conferred upon the Company in this Agreement, the
Intercreditor Agreement, the Participation Agreements, any
Liquidity Facility, the Policy or the Policy Provider
Agreement; or
12
(4) to cure any ambiguity or to correct any mistake or
inconsistency contained in the Certificates of any series, in
this Agreement or in any related Trust Supplement, the
Intercreditor Agreement, the Participation Agreements, any
Liquidity Facility, the Policy or the Policy Provider
Agreement; or
(5) to make or modify any other provision in regard to matters or
questions arising under the Certificates of any series, this
Agreement or in any related Trust Supplement, the
Intercreditor Agreement, the Participation Agreements, any
Liquidity Facility, the Policy or the Policy Provider
Agreement as the Company may deem necessary or desirable and
that will not materially adversely affect the interests of the
related Certificateholders; or
(6) to comply with any requirement of the SEC, any applicable law,
rules or regulations of any exchange or quotation system on
which the Applicable Certificates are listed (or to facilitate
any listing of the Applicable Certificates on any exchange or
quotation system), or of any regulatory body; or
(7) to modify, eliminate or add to the provisions of this
Agreement, the Intercreditor Agreement, any Liquidity
Facility, the Policy or the Policy Provider Agreement to such
extent as shall be necessary to establish or continue the
qualification of this Agreement (including any supplemental
agreement), the Intercreditor Agreement, the Participation
Agreements, any Liquidity Facility, the Policy or the Policy
Provider Agreement or any other agreement or instrument
related to the Applicable Certificates under the Trust
Indenture Act or under any similar Federal statute hereafter
enacted, and to add to this Agreement, the Intercreditor
Agreement, the Participation Agreements, any Liquidity
Facility, the Policy or the Policy Provider Agreement such
other provisions as may be expressly permitted by the Trust
Indenture Act, excluding, however, the provisions referred to
in Section 316(a)(2) of the Trust Indenture Act as in effect
at the date as of which this Trust Supplement was executed or
any corresponding provision in any similar Federal statute
hereafter enacted; or
(8) to evidence and provide for the acceptance of appointment by a
successor Trustee under this Agreement, with respect to one or
more Trusts and to add to or change any of the provisions of
this Agreement, the Intercreditor Agreement, the Participation
Agreements, any Liquidity Facility, the Policy or the Policy
Provider Agreement as shall be necessary to provide for or
facilitate the administration of the Trust hereunder and
thereunder by more than one Trustee, pursuant to the
requirements of Section 7.10, or to provide one or more
Liquidity Facilities with respect to one or more Trusts; or
(9) to provide the information required under Section 7.12 and
Section 12.04 as to the Trustee; or
(10) to add to or change any of the provisions of the Certificates
of any series, this Agreement or any Trust Supplement to such
extent as shall be necessary to facilitate the issuance of
Certificates of such series in bearer form or to facilitate
13
or provide for the issuance of Certificates of such series in
global form in addition to or in place of Certificates in
certificated form; or
(11) to provide for the delivery of agreements supplemental hereto
or the Certificates of any series in or by any means of any
computerized, electronic or other medium, including without
limitation by computer diskette; or
(12) to provide for the guarantee by AMR Corporation or another
entity of one or more Indentures, one or more series of
Equipment Notes or of Series E Equipment Notes (other than in
connection with the issuance of new series C equipment notes
or new series D equipment notes in connection with a
Refunding, or Series E Equipment Notes, subject to obtaining
written confirmation from each Rating Agency that the
provision of such guarantee will not result in a withdrawal or
downgrading of the rating of the Applicable Certificates
(without regard to the Policy)); or
(13) to correct or supplement the description of any property
constituting property of such Trust; or
(14) to modify, eliminate or add to the provisions of this
Agreement or any Trust Supplement or any Participation
Agreement in order to reflect the substitution of a Substitute
Aircraft for any Aircraft; or
(15) to make any other amendments or modifications hereto, provided
that such amendments or modifications shall only apply to
Certificates of one or more series to be thereafter issued; or
(16) to modify, eliminate or add to provisions of this Agreement,
the Intercreditor Agreement, the Participation Agreements, any
Liquidity Facility, the Policy or the Policy Provider
Agreement to the extent necessary in connection with a
refunding of the Class C Certificates and/or the Class D
Certificates in accordance with Exhibit A to the Intercreditor
Agreement;
provided, however, that, unless there shall have been obtained from each Rating
Agency written confirmation that such supplemental agreement would not result in
a reduction of the rating for any Class of Certificates below the then current
rating for such Class of Certificates or a withdrawal or suspension of the
rating of any Class of Certificates, the Company shall provide the Trustee with
an opinion of counsel (i) if an Event of Default shall have occurred and be
continuing, to the effect that such supplemental agreement will not cause the
Trust to become an association taxable as a corporation for United States
federal income tax purposes or (ii) in other circumstances, to the effect that
such supplemental agreement will not cause the Trust to be treated as other than
a grantor trust for United States federal income tax purposes."
(c) Section 9.02 of the Basic Agreement shall be amended
as follows:
"Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With respect to each separate Trust and the series of
Certificates relating thereto, with the consent of the Certificateholders
holding Certificates of such series (including consents obtained
14
in connection with a consent solicitation, tender offer or exchange offer for
the Certificates) evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in such Trust, by Direction of said
Certificateholders delivered to the Company and the Trustee, the Company may,
but shall not be obligated to, and the Trustee (subject to Section 9.03) shall,
enter into an agreement or agreements supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement, the Intercreditor Agreement, the Participation
Agreements, any Liquidity Facility, the Policy or the Policy Provider Agreement
to the extent applicable to such Certificateholders or of modifying in any
manner the rights and obligations of such Certificateholders under this
Agreement, the Intercreditor Agreement, the Participation Agreements, any
Liquidity Facility, the Policy or Policy Provider Agreement; provided, however,
that no such agreement shall, without the consent of the Certificateholder of
each Outstanding Certificate adversely affected thereby:
(1) reduce in any manner the amount of, or delay the timing of,
any receipt by the Trustee of payments on the Equipment Notes
held in such Trust or distributions that are required to be
made herein on any Certificate of such series, or change any
date of payment on any Certificate of such series, or change
the place of payment where, or the coin or currency in which,
any Certificate of such series is payable (other than as
provided for in such Certificate), or impair the right to
institute suit for the enforcement of any such payment or
distribution on or after the Regular Distribution Date or
Special Distribution Date applicable thereto; or
(2) except as permitted by this Agreement, the Intercreditor
Agreement or the applicable Liquidity Facility, permit the
disposition of any Equipment Note included in the Trust
Property of such Trust or otherwise deprive such
Certificateholder of the benefit of the ownership of the
Equipment Notes in such Trust; or
(3) alter the priority of distributions specified in the
Intercreditor Agreement in a manner materially adverse to the
interests of the Certificateholders of any series; or
(4) reduce the percentage of the aggregate Fractional Undivided
Interests of such Trust, the consent of the holders of which
is required for any such supplemental agreement, or reduce
such percentage required for any waiver (of compliance with
certain provisions of this Agreement or certain defaults
hereunder and their consequences) or modification provided for
in this Agreement; or
(5) cause any Trust to become an association taxable as a
corporation for United States federal income tax purposes; or
(6) terminate or modify the Policy.
It shall not be necessary for any Direction of such
Certificateholders under this Section 9.02 to approve the particular form of any
proposed supplemental agreement, but it shall be sufficient if such Direction
shall approve the substance thereof."
15
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. 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 7.02. 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 7.03. Governing Law. THIS AGREEMENT HAS BEEN DELIVERED
IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE APPLICABLE 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 7.04. 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 7.05. 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).
Section 7.06. Notices. The Trustee agrees to promptly furnish
to S&P (at its address at 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx,
10041-0003, Attention: Xxxxxx X. Xxxxxxxx, or such other address as S&P may
notify the Trustee), Xxxxx'x (at its address at 99
00
Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxxxxxxxx, or
such other address as Xxxxx'x may notify the Trustee) and the Policy Provider
(at its address specified in the Intercreditor Agreement) a copy of each notice,
statement, report or other written communication sent by the Trustee to each
Applicable Certificateholder.
Section 7.07. Third Party Beneficiary. The parties hereto
agree and acknowledge that the Policy Provider shall be a third party
beneficiary of the provisions of Section 4.01 of this Trust Supplement providing
for the Policy Provider's purchase rights as stated therein.
17
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/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
Corporate Finance & Banking
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By: /s/ Alison X.X. Xxxxxx
--------------------------------
Name: Alison X.X. Xxxxxx
Title: Vice President
18
EXHIBIT A to
TRUST SUPPLEMENT NO. 2003-1G
FORM OF CERTIFICATE
*Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange or payment, and
any Certificate issued 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 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.
AMERICAN AIRLINES PASS THROUGH TRUST 2003-1G
AMERICAN AIRLINES PASS THROUGH CERTIFICATE, SERIES 2003-1G
Final Expected Regular Distribution Date: July 9, 2010
evidencing a fractional undivided interest
in a trust, the property of which includes,
among other things, certain Equipment Notes
each secured by Aircraft owned by American
Airlines, Inc.
CUSIP No. 023769 AA0
ISIN No. US023769 AA01
Certificate
No. ______ $____________ Fractional Undivided Interest representing
0 .0003924% of the Trust per $1,000 face amount
THIS CERTIFIES THAT ________, for value received, is the
registered owner of a $______ (______ dollars) Fractional Undivided Interest in
the American Airlines Pass Through Trust, Series 2003-1G (the "Trust") created
by U.S. Bank Trust National Association, as successor trustee (the "Trustee"),
pursuant to a Pass Through Trust Agreement, dated as of March 21, 2002 (the
"Basic Agreement"), as supplemented by Trust Supplement No. 2003-1G thereto
dated as of July 8, 2003 (collectively, the "Agreement"), between the Trustee
and American Airlines, Inc., a corporation incorporated under Delaware law (the
"Company"), a
----------
*This legend to appear on Book-Entry Certificates to be deposited with The
Depository Trust Company.
A-1
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 "American Airlines Pass Through
Certificates, Series 2003-1G" (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 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 (the "Trust Property") includes 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 Class G Liquidity Facility
and the Policy. Each issue of the Equipment Notes is or will be secured by,
among other things, a security interest in Aircraft 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 January 9 and July 9 (a "Regular Distribution
Date"), commencing on January 9, 2004, 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 principal and interest
constituting 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 without additional interest. The Trustee shall mail
notice of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.
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
A-2
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 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 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 $1,000 Fractional Undivided Interest
and integral multiples 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
A-3
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.
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 of a governmental or
church plan, 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 or any provisions
of state or federal laws or regulations that are substantially similar to the
foregoing provisions of ERISA and the Code, as applicable, 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.
A-4
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.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
AMERICAN AIRLINES PASS
THROUGH TRUST 2003-1G
By: U.S. BANK TRUST 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.
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By:_____________________
Authorized Officer
A-5
EXHIBIT B to
TRUST SUPPLEMENT NO. 2003-1G
[DTC Letter of Representations]
B-1
SCHEDULE I
AGGREGATE EQUIPMENT NOTE PRINCIPAL PAYMENTS
Date Scheduled Principal Payment
---- ---------------------------
July 8, 2003 $ 0.00
January 9, 2004 5,874,081.82
July 9, 2004 14,379,065.23
January 9, 2005 6,721,670.93
July 9, 2005 20,557,658.13
January 9, 2006 5,385,310.37
July 9, 2006 14,603,121.37
January 9, 2007 6,140,343.05
July 9, 2007 18,087,539.63
January 9, 2008 5,355,972.81
July 9, 2008 14,631,056.79
January 9, 2009 5,108,965.21
July 9, 2009 14,027,789.75
January 9, 2010 4,861,957.66
July 9, 2010 119,128,467.25
I-1
SCHEDULE II
EQUIPMENT NOTES, PRINCIPAL AMOUNTS,
MATURITIES AND AIRCRAFT
Series 2003-1G Equipment Notes with a maturity date of July 9, 2010 in the
following principal amounts relating to the following Aircraft:
Principal Amount Aircraft Type Aircraft Registration No.
---------------- ------------- -------------------------
$ 20,264,620.17 Boeing 737-823........ N961AN
20,264,620.20 Boeing 737-823........ N963AN
20,679,653.55 Boeing 737-823........ N967AN
20,382,883.43 Boeing 767-300ER...... N388AA
50,638,269.59 Boeing 777-223ER...... N784AN
61,316,476.53 Boeing 777-223ER...... N760AN
61,316,476.53 Boeing 777-223ER...... N761AJ
II-1
SCHEDULE III
NOTE DOCUMENTS
Aircraft Registration
Aircraft Number Note Documents
-------- ------ --------------
Boeing 737-823........... N967AN Participation Agreement
Indenture and Security Agreement
Series 2003-1G Equipment Note
Series 2003-1C Equipment Note
Series 2003-1D Equipment Note
Boeing 737-823........... N963AN Participation Agreement
Indenture and Security Agreement
Series 2003-1G Equipment Note
Series 2003-1C Equipment Note
Series 2003-1D Equipment Note
Boeing 737-823........... N961AN Participation Agreement
Indenture and Security Agreement
Series 2003-1G Equipment Note
Series 2003-1C Equipment Note
Series 2003-1D Equipment Note
Boeing 767-300ER......... N388AA Participation Agreement
Indenture and Security Agreement
Series 2003-1G Equipment Note
Series 2003-1C Equipment Note
Series 2003-1D Equipment Note
Boeing 777-223ER......... N761AJ Participation Agreement
Indenture and Security Agreement
Series 2003-1G Equipment Note
Series 2003-1C Equipment Note
Series 2003-1D Equipment Note
Boeing 777-223ER......... N760AN Participation Agreement
Indenture and Security Agreement
Series 2003-1G Equipment Note
Series 2003-1C Equipment Note
Series 2003-1D Equipment Note
III-1
Aircraft Registration
Aircraft Number Note Documents
-------- ------ --------------
Boeing 777-223ER......... N784AN Participation Agreement
Indenture and Security Agreement
Series 2003-1G Equipment Note
Series 2003-1C Equipment Note
Series 2003-1D Equipment Note
III-2
