EXHIBIT 4.35
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SECOND AMENDMENT TO
INDENTURE AND SECURITY AGREEMENT
Dated as of December 12, 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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SECOND AMENDMENT TO
INDENTURE AND SECURITY AGREEMENT
This SECOND AMENDMENT TO INDENTURE AND SECURITY AGREEMENT
(hereinafter referred to as this "Second Indenture Amendment"), dated as of
December 12, 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").
W I T N E S S E T H:
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 entered into that certain Participation Agreement, dated as of October 4,
2001 (as the same has been amended through the date hereof, 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, recorded by the Federal Aviation Administration (the
"FAA") on October 30, 2001, as Conveyance No. T068070, and as amended by that
First Amendment to Indenture and Security Agreement, dated as of October 26,
2001, recorded by the FAA on October 31, 2001, as Conveyance No. T068074 (such
Indenture and Security Agreement, as heretofore amended and supplemented, the
"Indenture"), pursuant to which the Company issued the Original Series D
Equipment Notes to the Subordination Agent;
WHEREAS, the Participation Agreement and the Indenture permit the
optional redemption of the Original Series D Equipment Notes in connection with
a Refunding;
WHEREAS, prior to the execution and delivery of this Second
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 D Refunding
Agreement, dated as of December 12, 2001 (the "Class D Refunding Agreement"),
pursuant to which, among other things, all of the Original Series D Equipment
Notes then outstanding under the Indenture will be redeemed pursuant to Section
2.11(b) of the Indenture and New Series D 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 D Equipment
Notes and the other transactions contemplated by the Class D 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 2.02 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 Series E Equipment Note issued after the Closing Date, as
specified in an amendment to this Indenture)" deleting from the third sentence
of the second paragraph thereof the words "Original Series D Equipment Note" and
substituting in lieu thereof the words "New Series D Equipment Note"; (ii)
deleting the fourth sentence thereof; and (iii) deleting from the fifth sentence
thereof the words "third preceding sentence" and substituting in lieu thereof
the words "second preceding sentence".
SECTION 1.2. AMENDMENT TO SECTION 2.11 OF THE INDENTURE. Section
2.11 of the Indenture is amended by deleting subsection (b) thereof in its
entirety.
SECTION 1.3. AMENDMENT TO SECTION 2.12 OF THE INDENTURE. Subsection
(d) of Section 2.12 of the Indenture is amended by deleting from the first
sentence thereof the words "(and, in the case of a redemption pursuant to
Section 2.11(b), the conditions set forth in Exhibit A to the Intercreditor
Agreement having been satisfied)".
ARTICLE II
SECTION 2.1. AMENDMENT TO SECTION 3.01 OF THE INDENTURE. Section
3.01 of the Indenture is amended by deleting in the first sentence thereof the
following: "3.03,".
SECTION 2.2. AMENDMENT TO SECTION 3.02 OF THE INDENTURE. Section
3.02 of the Indenture is amended by deleting in the first sentence thereof the
following: "3.03,".
SECTION 2.3. AMENDMENT TO SECTION 3.03 OF THE INDENTURE. Section
3.03 of the Indenture is amended by deleting the language in such Section in its
entirety and substituting in lieu thereof the words "[intentionally left
blank]".
SECTION 2.4. AMENDMENT TO SECTION 3.05 OF THE INDENTURE. Subsection
(c) of Section 3.05 of the Indenture is amended by deleting in the second
sentence thereof the following: "3.03,".
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ARTICLE III
SECTION 3.1. AMENDMENT TO SECTION 9.01 OF THE INDENTURE. Section
9.01 of the Indenture is amended by deleting the language in clause (xii)
thereof in its entirety and substituting in lieu thereof the words
"[intentionally left blank]".
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 TABLE OF CONTENTS. The Table of Contents
to the Indenture is amended by deleting the description of Section 3.03 in its
entirety and substituting in lieu thereof the words "[intentionally left
blank]".
ARTICLE VI
SECTION 6.1. 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, 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 New 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 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.
(b) The definition of "Equipment Note" is amended by (i)
deleting the words "Original Series D Equipment Note," and (ii) inserting
before the words "New Series D Equipment Note" the word "or".
(c) The definition of "Make-Whole Amount" is amended by
deleting the first sentence thereof and substituting the following
sentence in lieu thereof:
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"Make-Whole Amount" means, with respect to any Series A-1
Equipment Note, Series A-2 Equipment Note, Series B Equipment Note,
New Series C Equipment Note or New Series D Equipment Note, the
amount (as determined by an investment bank of national standing
selected by the Company), if any, by which (i) the present value of
the remaining scheduled payments of principal and interest from the
redemption date to maturity of such Equipment Note computed by
discounting each such payment on a semiannual basis from its
respective Payment Date (assuming a 360-day year of twelve 30-day
months) using a discount rate equal to the Treasury Yield exceeds
(ii) the outstanding principal amount of such Equipment Note plus
accrued but unpaid interest thereon.
(d) The definition of "New Series D Equipment Notes" is
amended to read in its entirety as follows:
"New Series D Equipment Notes" means Equipment Notes issued on
or after the Class D Refunding Date, in the original principal
amount and maturities and bearing interest as specified in Exhibit A
to the Second Indenture Amendment under the heading "Series D
Equipment Notes."
(e) The definition of "Purchase Agreement" is amended by
deleting the words "the date specified in Schedule I to the Participation
Agreement" and substituting in lieu thereof the words "October 31, 1997."
(f) The definition of "Registration Rights Agreement" is
amended to read in its entirety as follows:
"Registration Rights Agreement" means: (i) with respect to the
Series A-1 Equipment Notes, the Series A-2 Equipment Notes and the
Series B Equipment Notes, that certain Registration Rights
Agreement, dated as of October 4, 2001, among the Company, certain
Pass Through Trustees and the Placement Agents; (ii) with respect to
the Series C Equipment Notes, 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 Agents; and (iii) with
respect to the Series D Equipment Notes, that certain Registration
Rights Agreement, dated as of the Class D Refunding Date, between
the Company, the New Class D Trustee (as defined in the Class D
Refunding Agreement) and the Placement Agents; in each case as the
same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms.
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(g) The definition of "Trust Supplements" is amended by
deleting the words "Schedule II" and substituting in lieu thereof the
words "Schedule III".
(h) Annex A to the Indenture is amended by inserting therein
in alphabetical order the following definitions:
"Class D Refunding Agreement" means that certain Class D
Refunding Agreement, dated as of December 12, 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 D Refunding Date" means December 12, 2001.
"Second Indenture Amendment" means the Second Amendment to
Indenture and Security Agreement, dated as of the Class D Refunding
Date, between the Company and the Loan Trustee.
ARTICLE VII
SECTION 7.1. 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 D Refunding Agreement).
SECTION 7.2. RATIFICATION. Except as amended hereby, the Indenture
shall remain in full force and effect in all respects.
SECTION 7.3. MISCELLANEOUS. Capitalized terms used herein and not
defined herein shall have the meanings ascribed to such terms in the Indenture.
This Second 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 Second Indenture Amendment and the
headings of the various Sections of this Second 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 Second 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, 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
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Second 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
permitted assigns. THIS SECOND 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 Second 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 SECOND AMENDMENT TO INDENTURE AND
SECURITY AGREEMENT
SCHEDULE I to
INDENTURE AND SECURITY AGREEMENT
DESCRIPTION OF EQUIPMENT NOTES
Original Principal Amount Interest Rate Maturity Date
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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 9.092% October 1, 2006
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