EXHIBIT 4.34
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FIRST AMENDMENT TO
INDENTURE AND SECURITY AGREEMENT
Dated as of October 26, 2001
Between
AMERICAN AIRLINES, INC.
and
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION
as Loan Trustee
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One Boeing 737-823 Aircraft
U.S. Registration No. N965AN
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FIRST AMENDMENT TO
INDENTURE AND SECURITY AGREEMENT
This FIRST AMENDMENT TO INDENTURE AND SECURITY AGREEMENT
(hereinafter referred to as this " First Indenture Amendment"), dated as of
October 26, 2001, between AMERICAN AIRLINES, INC., a Delaware corporation (the
"Company"), and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, a national banking association ("State Street"), as loan trustee
under the Indenture referred to below (in such capacity, the "Loan Trustee").
WITNESSETH:
WHEREAS, the Company, the Pass Through Trustee (as defined in
the Participation Agreement referred to below), the Subordination Agent (as
defined in the Participation Agreement referred to below), the Loan Trustee and
State Street Bank and Trust Company of Connecticut, National Association,
entered into that certain Participation Agreement, dated as of October 4, 2001
(the "Participation Agreement"), providing for the issuance by the Company of
separate series of Equipment Notes secured by a security interest in the
Company's right, title and interest in and to the Aircraft and certain other
property described in the Indenture;
WHEREAS, in connection with the Participation Agreement, the
Company and the Loan Trustee entered into that certain Indenture and Security
Agreement, dated as of October 4, 2001, as supplemented by Indenture Supplement
No. 1, dated October 4, 2001, filed with the Federal Aviation Administration
(the "FAA") on October 4, 2001, and assigned microfilm number 02754 (such
Indenture and Security Agreement, as heretofore amended and supplemented, the
"Indenture"), pursuant to which the Company issued the Original Series C
Equipment Notes to the Subordination Agent; and
WHEREAS, the Participation Agreement and the Indenture permit
the optional redemption of the Original Series C Equipment Notes in connection
with a Refunding;
WHEREAS, prior to the execution and delivery of this First
Indenture Amendment, the Company, State Street, as Pass Through Trustee under
various Pass Through Trusts, the Subordination Agent, the Loan Trustee and State
Street in its individual capacity entered into that certain Class C Refunding
Agreement, dated as of October 26, 2001 (the "Class C Refunding Agreement"),
pursuant to which, among other things, all of the Original Series C Equipment
Notes then outstanding under the Indenture will be redeemed pursuant to Section
2.11(b) of the Indenture and New Series C Equipment Notes substantially in the
form set forth in Section 2.01 of the Indenture will be issued to the
Subordination Agent; and
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WHEREAS, in connection with such issuance of New Series C
Equipment Notes and the other transactions contemplated by the Class C Refunding
Agreement, the Company and the Loan Trustee desire to amend and supplement the
Indenture.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the parties hereto agree as follows:
ARTICLE I
SECTION 1.1. AMENDMENT TO SECTION 2.01 OF THE INDENTURE.
Section 2.01 of the Indenture is amended by deleting the second sentence of
footnote 3 and substituting in lieu thereof "Insert the closing date of the
applicable Refunding for New Series C Equipment Notes and New Series D Equipment
Notes."
SECTION 1.2. AMENDMENT TO SECTION 2.02 OF THE INDENTURE.
Section 2.02 of the Indenture is amended by: (i) deleting the parenthetical in
clause (b) of the first sentence thereof and substituting the following in lieu
thereof: "(or in the case of a New Series D Equipment Note, as specified in the
applicable Indenture Refunding Amendment or, in the case of a Series E Equipment
Note issued after the Closing Date, as specified in an amendment to this
Indenture)"; (ii) deleting from the third sentence of the first paragraph
thereof the words "and Second New Series D Equipment Notes"; (iii) deleting from
the third sentence of the second paragraph thereof the words "Original Series C
Equipment Note" and substituting in lieu thereof the words "New Series C
Equipment Note"; and (iv) deleting from the fourth sentence of the second
paragraph thereof the words "New Series C Equipment Note," and "and Second New
Series D Equipment Note".
SECTION 1.3. AMENDMENT TO SECTION 2.11 OF THE INDENTURE.
Subsection (b) of Section 2.11 of the Indenture is amended by deleting the first
sentence of such subsection (b) and substituting the following sentence in lieu
thereof:
"In connection with a Refunding as provided in Exhibit A to the
Intercreditor Agreement, all of the Original Series D Equipment Notes,
may be redeemed in whole by the Company without premium upon at least 2
days revocable prior written notice to the Loan Trustee at a redemption
price equal to 100% of the unpaid principal amount of the Equipment
Notes being redeemed, together with accrued interest thereon to (but
excluding) the date of redemption and all other amounts payable
hereunder or under the Participation Agreement to the applicable
Noteholders."
ARTICLE II
SECTION 2.1. AMENDMENT TO SECTION 3.03 OF THE INDENTURE.
Section 3.03 of the Indenture is amended by: (i) deleting in the first and
second sentence thereof the words "the Original Series C Equipment Notes," and
"or the American New Series D Equipment Notes"; and (ii) deleting clause
"second" thereof and substituting the following in lieu thereof:
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"second, to pay the amounts specified in subclause (iv) of
clause "third" of Section 3.04 then due and payable in respect of such
Original Series D Equipment Notes; and".
ARTICLE III
SECTION 3.1. AMENDMENT TO SECTION 9.01 OF THE INDENTURE.
Section 9.01 of the Indenture is amended by deleting in clause (xii) thereof the
words "New Series C Equipment Notes," and "and/or Second New Series D Equipment
Notes".
ARTICLE IV
SECTION 4.1. AMENDMENT TO SCHEDULE I. Schedule I to the
Indenture is amended by deleting the first page thereof in its entirety and
substituting in lieu thereof the page set forth in Exhibit A hereto.
ARTICLE V
SECTION 5.1. AMENDMENT TO ANNEX A. Annex A to the Indenture is
amended as follows:
(a) The definition of "Debt Rate" is amended to read in its
entirety as follows:
"Debt Rate" means (i) with respect to the Series A-1 Equipment
Notes, the Series A-2 Equipment Notes, the Series B Equipment
Notes, the New Series C Equipment Notes and the Original
Series D Equipment Notes, the rate per annum specified for
such Series under the heading "Interest Rate" in Schedule I to
the Indenture, as such rate may be adjusted, in the case of
the Series A-1 Equipment Notes, the Series A-2 Equipment
Notes, the Series B Equipment Notes and the New Series C
Equipment Notes, as necessary to provide for the increased
interest rate borne by such Equipment Notes in the
circumstances specified in Section 2(d) of the applicable
Registration Rights Agreement and (ii) with respect to any New
Series D Equipment Notes, the rate per annum specified as such
in an Indenture Refunding Amendment applicable to such Series,
subject to any adjustments as provided therein.
(b) The definition of "Equipment Note" is amended by (i)
deleting the words "Original Series C Equipment Note," and substituting
in lieu thereof the word "or" and (ii) deleting the words "or Second
New Series D Equipment Note".
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(c) The definition of "Liquidity Facilities" is amended to
read in its entirety as follows:
"Liquidity Facilities" means: (i) the three Revolving
Credit Agreements, each dated as of the Closing Date, between
the Subordination Agent, as borrower, and the Liquidity
Provider, and any replacements thereof; and (ii) the Revolving
Credit Agreement, dated as of the Class C Refunding Date,
between the Subordination Agent, as borrower, and the
Liquidity Provider, and any replacement thereof; in each case
as the same may be amended or supplemented or otherwise
modified from time to time in accordance with its terms.
(d) The definition of "Make-Whole Amount" is amended by: (i)
inserting in clause (a) thereof the words "or New Series C Equipment
Note" after the words "Series B Equipment Note"; and (ii) deleting from
clause (b) thereof the words "New Series C Equipment Note," and "Second
New Series D Equipment Note".
(e) The definition of "New Series C Equipment Notes" is
amended to read in its entirety as follows:
"New Series C Equipment Notes" means Equipment Notes
issued on or after the Class C Refunding Date, in the original
principal amount and maturities and bearing interest as
specified in Exhibit A to the First Indenture Amendment under
the heading "Series C Equipment Notes."
(f) The definition of "Series D Equipment Notes" is amended in
its entirety to read as follows:
"Series D Equipment Notes" means the Original Series
D Equipment Notes or, following a Refunding of the Original
Series D Equipment Notes, the New Series D Equipment Notes.
(g) The definition of "Registration Rights Agreement" is
amended to read in its entirety as follows:
"Registration Rights Agreement" means: (i) that
certain Registration Rights Agreement, dated as of October 4,
2001, among the Company, certain Pass Through Trustees and the
Placement Agents; and (ii) that certain Registration Rights
Agreement, dated as of the Class C Refunding Date, between the
Company, the New Class C Trustee (as defined in the Class C
Refunding Agreement) and the Placement Agent;
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in each case as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its
terms.
(h) Annex A to the Indenture is amended by inserting therein
in alphabetical order the following definitions:
"Class C Refunding Agreement" means that certain
Class C Refunding Agreement, dated as of October 26, 2001,
among the Company, State Street, as Pass Through Trustee under
various Pass Through Trusts, the Subordination Agent, the Loan
Trustee and State Street in its individual capacity, as
originally executed and as modified, supplemented or amended
pursuant to the applicable provisions thereof.
"Class C Refunding Date" means October 26, 2001.
"First Indenture Amendment" shall mean the First
Amendment to Indenture and Security Agreement, dated as of the
Class C Refunding Date, between the Company and the Loan
Trustee.
(i) Annex A to the Indenture is further amended by deleting
the definitions of "American New Series D Equipment Notes" and
"Second New Series D Equipment Notes".
ARTICLE VI
SECTION 6.1. EFFECTIVE DATE OF AMENDMENTS. The amendments to
the Indenture set forth herein shall be effective as of the time of the Closing
(as defined in the Class C Refunding Agreement).
SECTION 6.2. RATIFICATION. Except as amended hereby, the
Indenture shall remain in full force and effect in all respects.
SECTION 6.3. MISCELLANEOUS. This First Indenture Amendment may
be executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument. The index preceding this
First Indenture Amendment and the headings of the various Sections of this First
Indenture Amendment are for convenience of reference only and shall not modify,
define, expand or limit any of the terms or provisions hereof. Neither this
First Indenture Amendment nor any of the terms hereof may be terminated,
amended, supplemented, waived or modified orally, but only by an instrument in
writing signed by the party against which the enforcement of the termination,
amendment, supplement, waiver or modification is sought; and no such
termination,
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amendment, supplement, waiver or modification shall be effective unless signed
copies thereof shall have been delivered to the Company and the Loan Trustee.
The terms of this First Indenture Amendment shall be binding upon, and inure to
the benefit of, each of the Company and the Loan Trustee and their respective
successors and assigns. THIS FIRST INDENTURE AMENDMENT HAS BEEN DELIVERED IN THE
STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Indenture Amendment to be duly executed by their respective officers thereunto
duly authorized as of the day and year first above written.
AMERICAN AIRLINES, INC.
By:
-----------------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Loan Trustee
By:
-----------------------------------------
Name:
Title:
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EXHIBIT A TO FIRST AMENDMENT TO INDENTURE AND
SECURITY AGREEMENT
SCHEDULE I to
INDENTURE AND SECURITY AGREEMENT
DESCRIPTION OF EQUIPMENT NOTES
Original Principal
Amount Interest Rate Maturity Date
------------------ ------------- -------------
Series A-1
Equipment Notes: $ 6,011,683 6.978% April 1, 2011
Series A-2
Equipment Notes: $13,767,600 7.858% October 1, 2011
Series B
Equipment Notes: $ 3,292,746 8.608% April 1, 2011
Series C
Equipment Notes: $ 4,536,761 7.800% October 1, 2006
Series D
Equipment Notes: $ 4,417,242 8.578% October 1, 2006
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