EXHIBIT 4.20
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REFUNDING AMENDMENT
dated as of October 26, 2001
to
INTERCREDITOR AGREEMENT
dated as of October 4, 2001
among
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee of the following existing Trusts:
American Airlines Pass Through Trust 2001-2A-1,
American Airlines Pass Through Trust 2001-2A-2,
American Airlines Pass Through Trust 2001-2B
American Airlines Pass Through Trust 2001-2C
and
American Airlines Pass Through Trust 2001-2D
and
as Trustee of the newly formed
American Airlines Pass Through Trust ▇▇▇▇-▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ BRANCH
Class C Liquidity Provider
and
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION,
as Subordination Agent
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REFUNDING AMENDMENT TO INTERCREDITOR AGREEMENT
This REFUNDING AMENDMENT TO INTERCREDITOR AGREEMENT dated as of October
26, 2001 (this "Refunding Amendment") among STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION, not in its individual capacity but solely
(i) as Trustee of each of the following existing Trusts: Class A-1 Trust, Class
A-2 Trust, Class B Trust, Class C Trust and Class D Trust and (ii) as trustee of
the New Class C Trust, WESTDEUTSCHE LANDESBANK GIROZENTRALE, acting through its
New York Branch, as Liquidity Provider for the New Class C Trust, and STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Subordination Agent.
WHEREAS, as contemplated by Exhibit A to the Intercreditor Agreement,
American has, among other things:
(i) exercised its option to prepay on October 26, 2001 the original
Series C Equipment Notes;
(ii) issued new Series C Equipment Notes;
(iii) entered into a Trust Supplement providing for the issuance of new
Class C Certificates; and
(iv) arranged for WestLB to be the Liquidity Provider for the new Class C
Trust;
WHEREAS, the parties are entering into this Refunding Amendment to comply
with paragraph 8 of Exhibit A to the Intercreditor Agreement and Section 8.01(d)
of the Intercreditor Agreement to substitute as a party to the Intercreditor
Agreement the Class C Trustee of the New Class C Trust for the Class C Trustee
of the Original Class C Trust and to make other Permitted Refunding Changes (as
defined in such Exhibit A);
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration, the parties agree as
follows:
SECTION 1 Definitions
(a) Except as otherwise defined herein, terms used in this Refunding
Amendment have the meaning defined in the Intercreditor Agreement as amended
hereby.
(b) Section 1.01 of the Intercreditor Agreement is amended by adding the
following new definitions:
"Class C Placement Agents" means the placement agents listed as such in
the Placement Agreement dated October 17, 2001 with American relating to the
purchase of the Class C Certificates.
"Class C Refunding Agreement" means the Refunding Agreement dated as of
the Class C Refunding Date among American, the Class A-1 Trustee, the Class A-2
Trustee, the Class B Trustee, the Trustee of the Original Class C Trust, the
Trustee of the New Class C Trust,
the Class D Trustee, the Subordination Agent, the Loan Trustee under each
Indenture and State Street Bank and Trust Company of Connecticut in its
individual capacity.
"Class C Refunding Date" means October 26, 2001.
"New Class C Trust" means the American Airlines Pass Through Trust 2001-2C
created and administered pursuant to the Basic Agreement and the Trust
Supplement No. 2001-2C thereto dated as of the Class C Refunding Date.
"Original Class C Trust" means the American Airlines Pass Through Trust
2001-2C created and administered pursuant to the Basic Agreement and the Trust
Supplement No. 2001-2C thereto dated as of October 4, 2001.
(c) the following definitions contained in Section 1.01 of the
Intercreditor Agreement are amended to read as follows:
"Class C Liquidity Facility" means the Revolving Credit Agreement, dated
as of the Class C Refunding Date, between the Subordination Agent, as agent and
trustee for the Class C Trustee, and WestLB, and, from and after the replacement
of such agreement pursuant hereto, the Replacement Liquidity Facility therefor,
if any, in each case as amended, supplemented or otherwise modified from time to
time in accordance with its terms.
"Class C Trust Agreement" means the Basic Agreement, as supplemented by
Trust Supplement No. 2001-2C thereto, dated as of the Class C Refunding Date,
governing the creation and administration of the American Airlines Pass Through
Trust 2001-2C and the issuance of the Class C Certificates, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with
its terms.
"Deposit Agreement" means, with respect to any Class, the Deposit
Agreement pertaining to such Class, dated as of the date hereof or in respect of
the Class C Deposit Agreement dated as of the Class C Refunding Date, between
the Escrow Agent and the Depositary, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.
"Escrow and Paying Agent Agreement" means, with respect to (i) any Class
(other than Class C or Class D), the Escrow and Paying Agent Agreement
pertaining to such Class, dated as of date hereof, among the Escrow Agent, the
Placement Agents, the Trustee for such Class and the Paying Agent, (ii) Class D,
the Escrow and Paying Agent Agreement pertaining to such Class, dated as of the
date hereof, among the Escrow Agent, the initial holder of the Certificates of
such Class, the Class D Trustee and the Paying Agent, and (iii) Class C, the
Escrow and Paying Agent Agreement pertaining to such Class dated as of the Class
C Refunding Date among the Escrow Agent, the Class C Placement Agents, the Class
C Trustee and the Paying Agent, in each case, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its
terms thereof.
"Fee Letter" means collectively the Fee Letters among WestLB, the
Subordination Agent and American with respect to the Liquidity Facilities and
any fee letters
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entered into among the Subordination Agent, American and any Replacement
Liquidity Provider.
"Operative Agreements" means this Agreement, the Liquidity Facilities, the
Fee Letters, the Indentures, the Trust Agreements, the Note Purchase Agreement,
the Participation Agreements, the Class C Refunding Agreement, the Equipment
Notes and the Certificates, together with all exhibits and schedules included
with any of the foregoing.
"Registration Rights Agreement" means (i) with respect to the Class A-1,
Class A-2 and Class B Certificates, the Registration Rights Agreement, dated as
of October 4, 2001, among the Placement Agents, American and the Class A-1
Trustee, Class A-2 Trustee and Class B Trustee and (ii) with respect to the
Class C Certificates, the Registration Rights Agreement, dated as of the Class C
Refunding Date, among the Class C Placement Agents, American and the Class C
Trustee.
"Stated Interest Rate" means (i) with respect to the Class A-1
Certificates, 6.978% per annum, (ii) with respect to the Class A-2 Certificates,
7.858% per annum, (iii) with respect to the Class B Certificates, 8.608% per
annum, (iv) with respect to the Class C Certificates, 7.800% per annum and (v)
with respect to the Class D Certificates 8.578% per annum, plus in the case of
the Class A-1 Certificates, Class A-2 Certificates, Class B Certificates and
Class C Certificates an additional margin of 0.50% for any period required by
the Registration Rights Agreement for the corresponding Certificates.
SECTION 2 Substitution of Equipment Notes
(a) The Subordination Agent acknowledges receipt of prepayment in full of
the principal and accrued interest on the original Series C Equipment Notes. The
amount of such prepayment shall be distributed on the Class C Refunding Date to
the Trustee of the Original Class C Trust without any requirement of notice
notwithstanding Section 2.04(a) of the Intercreditor Agreement. The
Subordination Agent shall surrender to the related Loan Trustee for cancellation
each of the original Series C Equipment Notes so prepaid.
(b) The Subordination Agent acknowledges receipt of the new Series C
Equipment Notes issued on the Class C Refunding Date. On and after the Class C
Refunding Date all references in the Intercreditor Agreement to Series C
Equipment Notes shall be deemed to be references to Series C Equipment Notes
issued on or after the Class C Refunding Date.
SECTION 3 Substitution of Class C Trust
On and after the Class C Refunding Date the Class C Trustee of the New
Class C Trust is substituted for, and shall have all the rights and obligations
of, the Class C Trustee of the Original Class C Trust and the Class C Trustee of
the Original Class C Trust shall be relieved of all further rights and
obligations under the Intercreditor Agreement.
SECTION 4 Miscellaneous
(a) This Refunding Amendment may be executed in any number of counterparts
(and each party shall not be required to execute the same counterpart). Each
counterpart of this
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Refunding Amendment including a signature page or pages executed by each of the
parties hereto shall be an original counterpart of this Refunding Amendment, but
all of such counterparts together constitute one instrument.
(b) THIS REFUNDING AMENDMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, the parties hereto have caused this Refunding
Amendment to be duly executed by their respective officers thereunto duly
authorized, as of the date first above written.
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, as
Trustee for each of Class A-1
Trust Class A-2 Trust Class B
Trust Original Class C Trust
New Class C Trust and Class D
Trust
By:_______________________________________
Name:
Title:
WESTDEUTSCHE LANDESBANK
GIROZENTRALE, New York Branch,
as Class C Liquidity Provider
By:_______________________________________
Name:
Title:
By:_______________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Subordination Agent
By:_______________________________________
Name:
Title: