Refunding Amendment to Trust Supplement No. 2001-2A-1 between American Airlines, Inc. and State Street Bank and Trust Company of Connecticut, N.A.

Summary

This amendment, dated October 26, 2001, is between American Airlines, Inc. and State Street Bank and Trust Company of Connecticut, N.A., as Trustee. It updates the original Trust Supplement No. 2001-2A-1 to reflect changes related to the refunding of certain class C certificates, including the prepayment and issuance of new equipment notes and the appointment of a new liquidity provider. The amendment clarifies definitions and revises specific terms to align with the new financial arrangements. The agreement is governed by New York law.

EX-4.4 5 d96323ex4-4.txt REFUNDING AMEND. TO TRUST SUPPLEMENT NO. 2001-2A-1 EXHIBIT 4.4 REFUNDING AMENDMENT Dated as of October 26, 2001 to TRUST SUPPLEMENT NO. 2001-2A-1 Dated as of October 4, 2001 between AMERICAN AIRLINES, INC. and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Trustee, to PASS THROUGH TRUST AGREEMENT Dated as of October 4, 2001 American Airlines Pass Through Trust 2001-2A-1 6.978% American Airlines Pass Through Certificates, Series 2001-2A-1 REFUNDING AMENDMENT This REFUNDING AMENDMENT, dated as of October 26, 2001 (the "Refunding Amendment"), between American Airlines, Inc., a Delaware corporation, and State Street Bank and Trust Company of Connecticut, National Association, a national banking association, as Trustee, to the Pass Through Trust Agreement, dated as of October 4, 2001, as supplemented by Trust Supplement No. 2001-2A-1 thereto dated as of October 4, 2001 (as supplemented, the "Pass Through Agreement", capitalized terms used herein without definition having the meanings specified therein). W I T N E S S E T H: WHEREAS, the parties hereto have previously entered into that certain Trust Supplement No. 2001-2A-1 dated as of October 4, 2001 (the "Trust Supplement No. 2001-2A-1"); 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; and WHEREAS, the parties are entering into this Refunding Amendment to Trust Supplement No. 2001-2A-1 to make the necessary revisions in connection with the refunding of the class C certificates; 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 Pass Through Agreement. (b) The following definition contained in the Preamble to Trust Supplement No. 2001-2A-1 is amended to read as follows: "Intercreditor Agreement" means the Intercreditor Agreement, dated as of October 4, 2001, among State Street Bank and Trust Company of Connecticut, National Association, as Trustee under each Trust (as defined therein), WestLB, as Class A-1 Liquidity Provider, Class A-2 Liquidity Provider, Class B Liquidity Provider and Class C Liquidity 2 Provider, and State Street Bank and Trust Company of Connecticut, National Association, as Subordination Agent thereunder, as amended by the Refunding Amendment thereto dated as of October 26, 2001. SECTION 2. Revisions to Section 4.01(a)(iv) Section 4.01(a)(iv) of Trust Supplement No. 2001-2A-1 is amended to delete the clause "(other than the Company or any Affiliate of the Company)" wherever it appears. SECTION 3. 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 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. 3 IN WITNESS WHEREOF, the parties have caused this Refunding Amendment to be duly executed by their respective officers thereto duly authorized as of the date first written above. AMERICAN AIRLINES, INC. By:_____________________________________ Name: Title: STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Trustee By:_____________________________________ Name: Title: